TCR_Public/120614.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, June 14, 2012, Vol. 16, No. 164

                            Headlines

829 REALTY: Files Schedules of Assets and Liabilities
ALFRED VILLALOBOS: Sues Two Nevada Casinos to Recover Money
ALLEGHENY COUNTY: Fitch Junks Rating on $2.3 Million Revenue Bonds
ALLEN FAMILY: Wants Plan Exclusivity Until Oct. 3
ALLIED SYSTEMS: Win Interim Court Approval for $20M DIP Package

AMEREN ILLINOIS: Moody's Raises Preferred Stock Rating to 'Ba1'
AMERICAN CASINO: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
AMERICAN PACIFIC: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
AMERICAN REALTY: S&P Raises Corp. Credit Rating to 'BB'; Off Watch
AMERICANWEST BANCORP: Holdco Advisors File Plan Outline

AXESSTEL INC: Inks New Employment Agreements with Four Executives
ARCAPITA BANK: Wants to Implement Bonus & Severance Programs
ARCAPITA BANK: Committee Hiring Milbank Tweed as Counsel
ARCAPITA BANK: Committee Talking With Houlihan on Fee Structure
ARCAPITA BANK: Committee Wants Investment Portfolio Classified

ARCAPITA BANK: Wants Lease Decision Deadline Extended to October
AUGUST TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
AUSTIN DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
BELO CORP: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
BERNARD L. MADOFF: Barclays Says Bankruptcy Court Can't Hear Suits

BERWIND REALTY: Hires Carrasquillo as Financial Consultant
BERWIND REALTY: Court Approves Charles Cuprill as Attorney
BIOMARIN PHARMACEUTICAL: S&P Affirms 'B' Corporate Credit Rating
BLACK PRESS: S&P Alters Outlook to Negative on Refinancing Risk
BROOKSTONE INC: S&P Affirms 'B-' Corporate Credit Rating

BTG OF GEORGIA: Case Summary & 20 Largest Unsecured Creditors
CAMBIUM LEARNING: S&P Cuts Sr. Secured Notes Rating to 'CCC+'
CANO PETROLEUM: Declares NBI as Successful Bidder
CANO PETROLEUM: To Present Plan for Confirmation in July
CENTENE CORP: S&P Affirms 'BB' Counterparty Credit Rating

CHARLIE MCGLMARY: Hiring of Cohen Pollock as Ch 11 Counsel Okayed
CHARLIE MCGLAMRY: Court Okays Nichols Cauley as Accountant
CHESAPEAKE MIDSTREAM: S&P Affirms 'BB-' CCR on Ownership Sale
CLOISTER DEVELOPMENT: Case Summary & Creditors List
COMPOSITE TECHNOLOGY: Wants Control of Case as Negotiations Go On

COMSTOCK RESOURCES: S&P Alters Outlook to Stable; Affirms 'B' CCR
COPACK INTERNATIONAL: Case Summary & 3 Largest Unsecured Creditors
DEWEY & LEBOEUF: Has Final OK to Use Lenders' Cash Thru July 31
DEWEY & LEBOEUF: Consumed $43MM of JPMorgan Cash before Chapter 11
DIRECTBUY INC: Reaches Restructuring Deal With Bondholders

DIVERSIFIED MACHINE: S&P Cuts Corp. Credit & Issue Ratings to 'B-'
EASTMAN KODAK: Noteholders Group Wants Turnover of Docs
EASTMAN KODAK: United Camera, VTS Want Decision on Contracts
EASTMAN KODAK: D&Os Seek to Tap Defense Insurance Policy
EASTMAN KODAK: Proposes New Contract With Carestream

EASTRIDGE TRANSPORTATION: Case Summary & Creditors List
EGPI FIRECREEK: Southridge Discloses 8.7% Equity Stake
ENERGY SOLUTIONS: Moody's Cuts Corp. Family Rating to 'B3'
ENERGYSOLUTIONS INC: S&P Puts 'BB-' Corp. Credit Rating on Watch
EP ENERGY: S&P Assigns 'BB-' Corp. Credit Rating; Outlook Stable

ESSEX MOTO: Voluntary Chapter 11 Case Summary
EU-US LLC: Case Summary & 7 Largest Unsecured Creditors
EVANS OIL: Seeks Valuation of Enterprise Value and Lender's Claims
EVANS OIL: Fifth Third Loses Bid for Chapter 11 Trustee
EVANS OIL: Can Continue Using Fifth Third Bank Cash Collateral

EVANS OIL: Wants Increased Credit Line From Fuel Suppliers
EVANS OIL: Court Appoints Soneet Kapila to Facilitate Sale
EVERGREEN SOLAR: Arranges July 13 Confirmation Hearing
FGIC CORP: Bond Insurer Goes Into Rehabilitation Proceedings
FILENE'S BASEMENT: NY Bankruptcy Judge Mediates Syms in Delaware

FR 160 LLC: Files Chapter 11 Petition in Phoenix
FR 160: Voluntary Chapter 11 Case Summary
FRANKLIN CREDIT: Has Forbearance with Huntington Until 2013
GARLOCK SEALING: Accuses Asbestos Plaintiffs Firm of Fraud in Suit
GOODWOOD CABINETS: Case Summary & 20 Largest Unsecured Creditors

HEMCON MEDICAL: Committee Wins OK for Greene as Counsel
HIGHLAND REALTY: Case Summary & 8 Largest Unsecured Creditors
HOLOGIC INC: S&P Affirms 'BB' Corp. Credit Rating; Outlook Stable
HOUGHTON MIFFLIN: Hearing on Case Venue on June 18
IDERA PHARMACEUTICALS: Fails Nasdaq's Minimum Value Requirement

IMPERIAL CAPITAL: Chapter 11 Plan Declared Effective on June 8
INDYMAC BANCORP: Investor Suit Against Ernst & Young Dismissed
J CREW GROUP: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
LHP HOSPITAL: Moody's Assigns 'B3' CFR/PDR; Outlook Stable
LHP HOSPITAL: S&P Rates $375MM Senior Credit Facility 'B'

LIGHTSQUARED INC: Still Lacks Authority to Use Cash Collateral
LSP MADISON: S&P Assigns Prelim 'BB+' Rating to $800MM Loans
MAMA'S ENTERPRISES: Case Summary & Largest Unsecured Creditor
MANAGEMENT RESOURCE: Case Summary & 4 Largest Unsecured Creditors
NCI BUILDING: Moody's Holds 'B3' CFR, Rates New Term Loan 'Caa1'

NET ELEMENT: Igor Krutoy Buys 13MM Common Shares for $2 Million
NEW ENTERPRISE: S&P Cuts Corp. Credit Rating to 'CCC+'; on Watch
NEWPAGE CORP: Wants to Block Creditor Suit Over Purchase of Rival
OHI INTERMEDIATE: S&P Rates Corporate Credit & $300M Debt 'B+'
ORAGENICS INC: Has Exclusive Collaboration Pact with Intrexon

PARAMOUNT RESOURCES: S&P Cuts Corporate Credit Rating to 'B-'
PDQ COOLIDGE: Lender Wants Case Venue Transferred to M.D. Fla.
PDQ COOLIDGE: US Trustee Unable to Appoint Creditors Committee
PEMCO WORLD: Singapore Technologies Wins OK to Buy Business
PETROSTAR PETROLEUM: Intends to Complete Audit by June 30

PHILADELPHIA ORCHESTRA: Sets June 28 Plan Confirmation
PHILADELPHIA ORCHESTRA: Philly Pops Wants Musical Director Ousted
PINNACLE AIRLINES: Paid Executives $3.5MM Before Bankruptcy Filing
PINNACLE AIRLINES: FMR LLC No Longer Owns Common Shares
PRINCE FREDERICK: Case Summary & 15 Largest Unsecured Creditors

RCF KITCHENS: Ind. Food Plant to be Sold to Ohio Processor
REDBIRD PROPERTIES: Case Summary & Largest Unsecured Creditor
RESIDENTIAL CAPITAL: Moody's Rates $1.05-Bil. DIP Term Loan 'Ba1'
RESIDENTIAL CAPITAL: S&P Rates $1.45 Billion DIP Loan 'BB'
ROOMSTORE INC: To Sell Remaining Stores, Proposes Plan

ROTO ACQUISITION: S&P Rates Corporate Credit 'B' on High Leverage
SAVERS INC: Moody's Assigns 'B2' CFR/PDR, Rates Bank Loan 'Ba3'
SIAG AERISYN: Hires Samples Jennings as Chapter 11 Counsel
SIAG AERISYN: Taps Horton Ballard as Counsel in Siskin Lawsuit
SIAG AERISYN: Wants to Hire Wormser Kiely as Special Counsel

SIAG AERISYN: Taps Cincinnati Industrial as Appraiser
SENTINEL MANAGEMENT: Executives Indicted on Fraud Charges
SMF ENERGY: Hires Shutts & Bowen as Special Collections Counsel
SMF ENERGY: Gets Final Approval to Employ Kapila & Company
SMF ENERGY: Hires De La Hoz & Associates as Tax Accountants

SOUTHPOINT DEVELOPMENT: Voluntary Chapter 11 Case Summary
SUNSTATE EQUIPMENT: S&P Affirms 'B-' Corporate Credit Rating
T SORRENTO: Wants to Hire Marquis Aurbach as Bankruptcy Counsel
T SORRENTO: Creditor Wants Case Transferred to Texas
T-L BRYWOOD: Can Employ Burke Warren as Special Counsel

T-L BRYWOOD: Can Retain Crane Heyman as Bankruptcy Attorney
T-L BRYWOOD: Files Schedules of Assets & Liabilities
TAYLOR BEAN: Judge Drops BoA's $1.75BB Suit Over Ocala Collapse
THOMAS J. HOPKINS: Case Summary & 11 Largest Unsecured Creditors
TRANS-LUX CORP: Incurs $1.6 Million Net Loss in First Quarter

TRAVIS COUNTY: Fitch Holds 'BB+' Rating on $64.6MM Revenue Bonds
TRIBUNE CO: Judge May Issue Plan Ruling in July
TRIBUNE CO: Signs Agreement With WTC on Review of Fees & Expenses
TRIBUNE CO: Extends Time to Commence Intercompany Actions
TRIDENT MICROSYSTEMS: Proskauer Replaces Dewey & LeBoeuf

TRINIDAD DRILLING: Moody's Raises Corp. Family Rating to 'Ba3'
TRM HOLDINGS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
VILLAGE CONCEPTS: Case Summary & 20 Largest Unsecured Creditors
VISCOUNT SYSTEMS: Earns $1 Million from Sale of Preferred Shares
VULCAN MATERIALS: S&P Affirms 'BB' Corp. Credit Rating; Off Watch

WIDEOPENWEST FINANCE: Moody's Keeps 'B2' CFR, Rates Bonds 'Caa1'
YORKTOWNE RACQUET: Court Says Business Lease Invalid

* Business Bankruptcies Drop 24% in May From Last Year
* Jones Walker Has Top Rankings in Chambers USA's 2012 List

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

829 REALTY: Files Schedules of Assets and Liabilities
-----------------------------------------------------
829 Realty LLC filed with the Bankruptcy Court its schedules of
assets and liabilities, disclosing:

     NAME OF SCHEDULE                    ASSETS     LIABILITIES
     ----------------                    ------     -----------
   A - Real Property                $18,000,000

   B - Personal Property             $1,564,699

   C - Property Claimed
       as Exempt

   D - Creditors Holding
       Secured Claims                                $7,148,305

   E - Creditors Holding Unsecured
       Priority Claims                                       $0

   F - Creditors Holding Unsecured
       Nonpriority Claims                                $4,803
                                         ------     -----------
       TOTAL                        $19,564,699      $7,191,109

Brooklyn, New York-based 829 Realty LLC was placed in involuntary
Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 12-41415) on
Feb. 28, 2012.  Judge Jerome Feller presides over the case.   Four
creditors, allegedly owed $27,900 in the aggregate, filed the
petition.  The creditors are Arsh General Construction, Low
Voltage Solutions, Empire State Supply, and Full Line Hardware.
The petitioning creditors are represented by Gary F. Herbst, Esq.,
at LaMonica Herbst and Maniscalco.

The Bankruptcy Court entered an Order for Relief under Chapter 11
on March 30, 2012.  Pursuant to the Order, the Chapter 11 Plan and
Disclosure Statement are due by July 30, 2012.

The Debtor hired Marc L. Hamroff, Esq., and Theresa A. Driscoll,
Esq. -- mhamroff@moritthock.com and tdriscoll@moritthock.com -- at
Moritt Hock & Hamroff LLP, as Chapter 11 counsel.


ALFRED VILLALOBOS: Sues Two Nevada Casinos to Recover Money
-----------------------------------------------------------
Dale Kasler at the Sacramento Bee reports that Alfred Villalobos
is suing two of Nevada casinos to retrieve money he paid them two
years ago.

According to the report, Mr. Villalobos sued the Montbleu and
Eldorado casinos in U.S. Bankruptcy Court last week, demanding the
return of a combined $600,000.  Mr. Villalobos made payments to
the casinos to repay gambling debts in April 2010, just a few
weeks before he filed for Chapter 11 bankruptcy protection.

The report relates federal law frowns on someone paying off
selected creditors just before filing for bankruptcy.  Mr.
Villalobos has a legal obligation to try and retrieve the funds
and redistribute them to all his unsecured creditors, said Henk
Taylor, Esq., a Phoenix bankruptcy lawyer not involved in the
Villalobos case, according to the report.

The report notes Mr. Villalobos filed for bankruptcy shortly after
California officials sued him for $95 million, saying he bribed
officials at the California Public Employees' Retirement System to
influence their investment decisions.  The Lake Tahoe businessman
earned $50 million in commissions helping his Wall Street clients
obtain investments from the big pension fund.

The report notes former CalPERS Chief Executive Fred Buenrostro
was also named as defendant.

The report adds the two men also were sued two months ago by the
Securities and Exchange Commission.  Both have denied any
wrongdoing.  CalPERS officials have said a criminal investigation
is under way, but no charges have been filed.

                   About Alfred J.R. Villalobos

Stateline, Nevada-based Alfred J.R. Villalobos -- together with
Arvo Art, Inc., and two other companies -- filed for Chapter 11
bankruptcy protection on June 9, 2010 (Bankr. D. Nev. Case No.
10-52248).

Stephen R. Harris, Esq., at Belding, Harris & Petroni,
Ltd., assists the Debtors in their restructuring effort.
Mr. Villalobos estimated assets and debts at $10 million to
$50 million.

According to The Sacramento Bee, Mr. Villalobos sought bankruptcy
protection a month after then-Attorney General Jerry Brown accused
him in a lawsuit of bribing key officials with the California
Public Employees' Retirement System.  Mr. Brown's lawyers quickly
obtained a court order placing Mr. Villalobos' assets under
control of an examiner.  By filing for bankruptcy protection,
Mr. Villalobos halted Mr. Brown's lawsuit and was able to regain
control of his assets.


ALLEGHENY COUNTY: Fitch Junks Rating on $2.3 Million Revenue Bonds
------------------------------------------------------------------
Fitch Ratings takes the following rating action on Allegheny
County, PA Redevelopment Authority's (the authority) tax increment
revenue bonds:

  -- $2.3 million outstanding tax increment financing district
     revenue bonds (Robinson Mall project), series 2000B,
     downgraded to 'CCC' from 'B'.

The Rating Outlook for the series 2000B bonds is Negative.

Security

The series 2000B bonds are secured by tax increment revenue
generated from the Sears and J.C. Penney properties and a junior
lien on tax increment revenue from other mall properties.
Additionally, Sears and J.C. Penney have each entered into a
minimum payment agreement securing their respective pro-rata share
of debt service on the series 2000B bonds in the event that
pledged tax increment revenue is insufficient.

Key Rating Drivers

CHANGE IN SEARS IDR: The downgrade to 'CCC' from 'B' and the
continued Negative Outlook is based on Fitch's current 'CCC'
Issuer Default Rating (IDR) with a Negative Outlook for Sears,
Roebuck and Co. (Sears).

HIGH TAXPAYER CONCENTRATION: Pledged tax increment revenues are
generated from a relatively small but fully developed project area
dominated by retail tenants highly exposed to general economic
conditions and consumer spending patterns.

SURPLUS REVENUES SUPPORT DEBT: The indenture creates a closed flow
of funds, and surplus tax increment revenues from years prior are
deposited into the redemption fund.  Due to a shortfall in pledged
tax increment revenues, the surplus funds have been and likely
will continue to be used to make debt service payments.  The
prospect of additional surplus funds is unlikely given a drop in
mall property values last year.  The authority also has begun to
call on payments pursuant to the minimum payment agreements.

NO ADDITIONAL DEBT EXPECTED: The bond documents do not limit the
authority's ability to issue additional parity bonds; however all
bonds are repaid within five years, and no additional debt is
contemplated.

What Could Trigger A Rating Action

CHANGE IN IDR OF SEARS OR JC PENNEY: For the series 2000B bonds,
the Fitch IDRs for Sears and J.C. Penney (IDR 'BB+', Negative
Outlook) are the key rating drivers.

Credit Profile

Fitch continues to monitor the results of a county-wide property
revaluation and possible settlement with the taxing jurisdictions
regarding tax payments and refunds due to and from the mall
property owner to ensure sufficient revenues to pay debt service
on the authority's series 2000A (rated 'BB+', Negative Outlook))
and the series 2000B bonds.

The series 2000B bonds benefited from surplus tax increment
revenues generated during the early years of debt repayment
(interest only).  Since then these accumulated reserves have been
used to support debt service payments, as the pledged increment
revenues have been insufficient.  Due to a downward assessment of
mall property values last year, the prospect of accumulating
additional surplus revenues to support debt payments is remote.
The authority has begun to call on the minimum payment agreements
and likely will continue to use the accumulated reserves for debt
service, pending the outcome of any tax payment settlement.

According to management, a settlement proposal among the taxing
jurisdictions, the mall owner and the authority is expected to be
discussed in the coming weeks.  Fitch will review any agreed-upon
settlement and take whatever rating action is deemed necessary.

For additional information regarding the series 2000A and 2000B
bonds, see 'Fitch Revises Outlook on Allegheny County, PA Redev
Auth's (Robinson Mall) Tax Inc Revs to Negative' dated Dec. 20,
2011.


ALLEN FAMILY: Wants Plan Exclusivity Until Oct. 3
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allen Family Foods Inc., which sold the business in
September, once again said "it remains to be seen whether the
estates have sufficient funds to propose a viable plan," meaning a
Chapter 11 plan to liquidate and distribute the remaining assets.
The statement was made in a motion for an extension of the
exclusive right to propose a plan. If the motion is granted at a
July 10 hearing in Wilmington, Delaware, the new plan-filing
deadline will be pushed out by four months to Oct. 3.  The company
again said that the creditors' committee is "actively negotiating"
with the secured lender regarding the validity of some liens.
This time, the parties are "close to reaching a resolution," the
company said.

                    About Allen Family Foods

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.  Allen Family Foods and two affiliates, Allen's Hatchery
Inc. and JCR Enterprises Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11764) on June 9, 2011.
Allen estimated assets and liabilities between $50 million and
$100 million in its petition.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors.  FTI Consulting is the financial advisor.
BMO Capital Markets is the Debtors' investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases.  Lowenstein Sandler PC and Womble Carlyle
Sandridge & Rice, PLLC, serve as counsel for the committee.  J.H.
Cohn LLP serves as the Committee's financial advisor.


ALLIED SYSTEMS: Win Interim Court Approval for $20M DIP Package
---------------------------------------------------------------
Allied Systems Holdings Inc. won interim approval for a $10
million loan from an affiliate of the controlling shareholder,
Yucaipa Cos.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that At a final financing hearing on July 12, the loan
will increase to $20 million.  The loan is secured by liens ahead
of existing debt.

Jamie Santo at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Christopher S. Sontchi signed off on the DIP package as well
as a slate of other first-day motions filed by Atlanta-based
Allied.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

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

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.


AMEREN ILLINOIS: Moody's Raises Preferred Stock Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Ameren Illinois
Company, including its senior secured debt to A3 from Baa1, senior
unsecured debt and Issuer Rating to Baa2 from Baa3, and preferred
stock to Ba1 from Ba2 . This rating action concludes the review of
the ratings of Ameren Illinois initiated on February 29, 2012.
Moody's affirmed Ameren Illinois's Prime-3 short-term rating for
commercial paper and confirmed its Baa3 senior unsecured bank
credit facility rating as it shares a common bank credit facility
with the parent company, Ameren Corporation (Baa3 unsenior
secured, Prime-3 short-term rating for commercial paper). The
rating outlooks for Ameren Illinois and Ameren Corporation are
stable.

Ratings Rationale

"The upgrade of the ratings of Ameren Illinois reflects strong,
stable cash flow coverage metrics and improved clarity on cost
recovery following the passage of formula rate plan legislation in
Illinois," said Michael G. Haggarty, Senior Vice President.
"Although the utility's regulatory framework remains challenging,
legislative support for the recovery of prudently incurred
investments is a step in the right direction towards better
overall cost recovery prospects", added Mr. Haggarty.

On December 30, 2011, the Illinois legislature passed the Energy
and Infrastructure Modernization Act (EIMA), which requires that
Ameren Illinois invest at least $265 million over ten years in
electric system improvements and at least $360 million over ten
years in its transmission and distribution system and in smart-
grid system upgrades. The legislation should lead to a higher
level of investment in its utility infrastructure, increase rate
base, mitigate regulatory lag, and result in a more transparent
and less politically charged rate setting process for the company.

The EIMA allows Ameren Illinois to participate in a performance-
based formula ratemaking process for its electric rates (gas rates
were not included in the legislation). The formula ratemaking
process provides for the recovery of costs for electric delivery
service, reflects the company's actual regulated capital
structure, and is applied based on a spread over an average of the
30-year U.S. treasury bond. The legislation provides additional
clarity and certainty for the recovery of costs which should help
to maintain financial metrics at levels commensurate with Moody's
mid-Baa rating ranges, in accordance with Moody's Regulated
Electric and Gas Utilities Rating Methodology.

Despite the improved cost recovery prospects, the regulatory and
political environment remains highly unpredictable with adverse
regulatory decisions still a distinct possibility. All actions
pursuant to the legislation are subject to the review of the
Illinois Commerce Commission (ICC), as are the "prudence and
reasonableness" of the company's expenditures and capital
structure. The ICC must also approve all of the company's formula
rate filings.

On May 29, 2012, the ICC rejected the smart grid investment plan
filed by the company under provisions of the legislation, citing a
lack of details and specificity regarding the plan. The company's
January 2012 gas rate order authorized a 9.06% return on equity,
an unusually low return compared to most other gas utilities.
Neighboring utility Commonwealth Edison Company recently received
an adverse rate order in its first formula rate filing under the
EIMA, with the ICC approving a significantly larger rate reduction
than Commonwealth Edison had proposed and at the same time
disallowing pension assets in rate base. Because of this ongoing
regulatory uncertainty and unpredictability in Illinois, Moody's
continues to score the Illinois regulatory framework at a below
investment grade "Ba" level.

Despite this challenging regulatory framework, Ameren Illinois has
and should continue to generate cash flow coverage metrics that
are supportive of a mid-Baa rating. Over the last three years,
Ameren Illinois has generated cash flow pre-working capital to
debt in the 25% range and cash flow pre-working capital interest
coverage in the 4.5x range. Although these metrics were positively
affected by bonus depreciation, Moody's anticipates that the
company will exhibit ratios of cash flow pre-working capital to
debt of at least 20% and cash flow pre-working capital interest
coverage of at least 4.0x going forward. These ratios are
supportive of a mid-Baa rating assuming the utility's regulatory
environment and cost recovery prospects do not deteriorate.

The stable outlook reflects Moody's expectation that recently
passed EIMA legislation will provide a sufficient level of cost
recovery on the electric portion of the business, that the
Illinois regulatory framework will be more predictable than it has
been historically, and that financial metrics will remain
commensurate with its current rating.

Given the relatively recent passage of the EIMA legislation, the
ICC rejection of its smart grid plan, and its two pending formula
rate plan filings, a further upgrade is unlikely over the near
term. An upgrade could be considered, however, if there is a
material improvement in the supportiveness of the regulatory
framework in Illinois and if the company continues to maintain
strong financial metrics, including CFO pre-working capital above
20% and CFO pre-working capital interest coverage above 5.0x on a
sustained basis.

The rating could be downgraded if the EIMA legislation and formula
rate making rate procedures are not implemented as intended, if
there are unsupportive rate case or other regulatory decisions, if
there is unfavorable or adverse political intervention in the
regulatory process, or if financial metrics deteriorate such that
CFO pre-working capital to debt falls below 16% or CFO pre-working
capital to interest expense falls below 4.0x for an extended
period.

Ratings upgraded include:

Ameren Illinois Company's senior secured debt to A3 from Baa1;

Ameren Illinois Company's senior unsecured debt and Issuer
Rating to Baa2 from Baa3;

Ameren Illinois Company's preferred stock to Ba1 from Ba2.

Ratings confirmed include:

Ameren Illinois Company's senior unsecured bank credit facility
at Baa3.

Ratings affirmed include:

Ameren Illinois Company's Prime-3 short-term rating for
commercial paper.

Ameren Illinois Company is a regulated transmission and
distribution utility headquartered in Peoria, Illinois and a
subsidiary of Ameren Corporation.

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.


AMERICAN CASINO: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its preliminary 'B+'
issue-level and preliminary '3' recovery ratings on Las Vegas-
based American Casino & Entertainment Properties LLC's (ACEP)
proposed $310 million senior secured notes due 2019. The
withdrawal follows ACEP's announcement that it has postponed the
offering.

"At the same time, we affirmed our 'B' corporate credit rating on
ACEP and removed it from CreditWatch with positive implications.
The outlook is positive," S&P said.

"In addition, we affirmed our 'B+' issue rating on the company's
existing senior secured debt and the '2' recovery rating on that
debt remains unchanged. This rating was not on CreditWatch. The
'2' recovery rating indicates expectations for substantial (70%-
90%) recovery of principal in the event of default," S&P said.

"The corporate credit rating reflects our assessment of ACEP's
financial risk profile as 'highly leveraged' and our assessment of
the company's business risk profile as 'weak,' according to our
criteria," said Standard & Poor's credit analyst Michael Halchak.

"Our assessment of ACEP's financial risk profile as highly
leveraged reflects high debt balances and our expectation that
EBITDA coverage of interest under its existing notes will remain
below 2x. These factors are somewhat offset by ACEP's meaningful
cash balance which we believe will support the company through a
moderate decline in operating performance," S&P said.

"The positive rating outlook reflects our expectation that ACEP's
credit measures will continue to improve and that a successful
refinancing would likely support higher ratings," S&P said.

"A revision of the outlook to stable or a downgrade could result
if we believe an increased risk exists to ACEP successfully
refinancing its 2014 notes. Increased refinancing risk would
likely result from a material economic downturn affecting Las
Vegas visitation trends and consumer spending habits, which may
cause EBITDA coverage of interest to decline to the low-1x area,
causing the company's liquidity position to weaken," S&P said.


AMERICAN PACIFIC: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on American
Pacific Corp. to positive from stable. "At the same time, we
affirmed all our ratings, including the 'B' corporate credit
rating, on the company," S&P said.

"The outlook revision follows the company's recent announcement
that it has reached an agreement to sell its Aerospace Equipment
segment to Moog Inc. (BB/Stable/--) for gross proceeds of $46
million. We view the transaction as neutral to the business risk
profile because this segment offered lower growth, generated
somewhat lower EBITDA margins than that of the overall company,
and served the same end markets as the specialty chemicals
segment. However, we expect the company to use the majority of the
proceeds to reduce debt given its focus on strengthening its
balance sheet, thus enhancing the financial risk profile. The
outlook revision also reflects our expectation that American
Pacific will sustain the recent improvement in its operating
performance and credit metrics. Total debt (adjusted for
capitalized operating leases, environmental liabilities, and
unfunded pension and other postretirement obligations) to EBITDA
improved significantly to 3.3x as of March 31, 2012, from a trough
of 10.6x for the same period the prior year. Based on our scenario
forecasts, the company will likely maintain leverage between 3x
and 4x over the next year, given our expectations for moderate
debt reduction, which the loss of about $5 million in EBITDA from
the divested segment partially offsets," S&P said.

"The ratings on American Pacific reflect the company's business
position as a niche provider of ammonium perchlorate (AP) and
active pharmaceutical ingredients," said Standard & Poor's credit
analyst Daniel Krauss. "The ratings also reflect a narrow customer
and product base, demand that is somewhat dependent on
governmental appropriations in the AP business, and the continued
success of a few key drugs in the active pharmaceutical
ingredients business. Partially offsetting these risks are the
company's positions as a sole- and dual-source supplier in markets
that represent a significant portion of its revenues. We
characterize the company's business profile as 'weak' and
financial profile as 'aggressive'," S&P said.

"American Pacific generated approximately $239 million in revenues
for the 12 months ended March 31, 2012. The company's fine
chemicals business consists of the production of active
pharmaceutical ingredients for pharmaceutical customers. High
switching costs -- once a drug receives Food and Drug
Administration (FDA) approval -- and limited pricing pressure from
the customer base mitigate the high customer concentration risk
for this business. (The company derives about 86% of this
segment's sales from four customers.) However, it's still exposed
to risks associated with FDA approvals of new products, newer
drugs that compete with current drug offerings, and, to a lesser
extent, generic drug competition as patents expire. The loss of a
key
customer as a result of one or more of these factors could
significantly affect profitability and cash flows," S&P said.

"The company, through its more-profitable specialty chemicals
segment, is the sole U.S. domestic supplier of AP, a chemical used
as an oxidizing agent in composite solid fuels for rockets and
booster motors. A relatively small number of U.S. Department of
Defense (DoD) and NASA contractors generate demand in this market.
Risks inherent in government contracts and dependence on
Congressional appropriations, particularly in an election year,
make the outlook for long-term demand uncertain. Moreover, the
company's single operating facility for AP is subject to hazards
associated with chemical manufacturing and other potential
disruptions that could limit production. The dual lines of
production that the company has in place at this facility
mitigate only some of this risk. Although AP customer volume
requirements vary substantially from quarter to quarter, the
company conducts a meaningful portion of its business through
contracts that provide some protection against volume and margin
deterioration," S&P said.

"The continued uncertainty in demand for AP over the next few
years reflects the potential that programs related to NASA and
ongoing requirements from the DoD could affect the level and
timing of profits. In fiscal 2011, the company generated the bulk
of earnings in the fourth quarter, primarily as a result of the
timing of orders for AP. However, we expect increased sales and
profitability from a mix of new and existing products in its fine
chemicals segment to somewhat offset the potential for irregular
profitability within its specialty chemicals segment. Earlier this
year, the Drug Enforcement Agency (DEA) approved American Pacific
as a bulk manufacturer of schedule II controlled substances, and
the company signed a long-term contract with a large
pharmaceutical customer. We believe the company's penetration into
this area represents a modest revenue growth opportunity," S&P
said.

"American Pacific's financial risk profile is aggressive. The key
ratio of funds from operations (FFO) to total debt was 16% as of
March 31, 2012, in line with the 10% to 15% range that we consider
appropriate for the rating. The company's sizeable environmental
liabilities relate to the perchlorate contamination in groundwater
near its former Henderson, Nev., site, with about $23 million
reserved for future remediation efforts as of March 31, 2012.
Although we expect this liability to be manageable given its
current liquidity position, remediation may be more challenging or
expensive than we expect," S&P said.

"The positive outlook reflects our expectation that the company
will use the divestiture proceeds to moderately reduce debt, thus
improving its financial risk profile. The outlook also reflects
our belief that the company's improved operating performance is
sustainable over at least the next year, given its new product
development and increased backlog in the fine chemicals segment,"
S&P said.

"We could raise the ratings by one notch if the company moderately
reduces debt as we expect, and it is able to increase EBITDA
margins by 100 basis points or more above our expectations. In
this scenario, we would expect FFO to total adjusted debt to
approach 20% and that free cash flow would be modestly positive.
We would also need to be more comfortable with the stability and
visibility of American Pacific's future revenue streams," S&P
said.

"However, there could be some volatility in quarterly results
because of the uncertainty regarding the timing of profits,
particularly in the specialty chemicals segment. We could consider
a downgrade if the company cannot sustain recent improvements in
operating profitability because of unexpected business challenges,
such as the loss of a key customer. Based on our scenario
forecasts, we could lower the rating if organic revenues decline
by 15% or more from our expectations, coupled with a 300-basis
point decline in EBITDA margins. In this scenario, we would expect
FFO to total adjusted debt to decrease below 10%. We would also
consider a downgrade if the remediation of its environmental
liabilities proves to be more challenging than we expect, with the
potential for larger cash outlays," S&P said.


AMERICAN REALTY: S&P Raises Corp. Credit Rating to 'BB'; Off Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on American Realty Capital Trust Inc. (ARCT) to 'BB' from
'B+' and removed the rating from CreditWatch with positive
implications. The outlook is stable.

"The upgrade reflects improved financial flexibility, reduced
overhead, a bolstered competitive position, and strengthened
coverage metrics," said credit analyst Eugene Nusinzon. "These
improvements follow the company's recent internalization of
management, listing on the NASDAQ, and capital markets activity."

"The stable outlook reflects our view that core cash flow will
cover all fixed charges, including the common dividend. We also
expect the company to maintain adequate liquidity and moderate
leverage while pursuing measured growth. We would consider an
upgrade if the company reduces reliance on floating-rate debt,
lengthens its weighted average debt duration, and profitably grows
its portfolio in a manner that improves diversification
parameters. Conversely, we would consider a downgrade if dividend
coverage dips below 1.0x and/or FCC dips below 2.5x, perhaps due
to tenant distress or a shift in financial policy."


AMERICANWEST BANCORP: Holdco Advisors File Plan Outline
-------------------------------------------------------
Holdco Advisors, L.P., filed a first amended disclosure statement
in support of its plan of reorganization for AmericanWest
Bancorporation dated May 25, 2012.

Holdco's Plan provides for the reorganization of the Debtor and
for Holders of certain Allowed Claims to receive equity in the
Reorganized Debtor, with the option for each Holder of Unsecured
Claims on account of Trust Originated Preferred Securities and
General Unsecured Claims to receive instead a "cash out" right of
payment and/or a security that results in cash from certain of the
Debtor's assets, including Cash held by the Reorganized Debtor as
of the Effective Date.  Holdco believes the Plan will maximize the
value of the Estate.

To effectuate the Distributions, the Plan provides that all of the
assets of the Debtor's Estate will vest in the Reorganized Debtor,
and that the Former Officer and Director Causes of Action will
vest in the Plan Trust.  The Reorganized Debtor will continue to
operate the Debtor's business as a going concern in the real
estate and financial services sectors, and will pursue litigation
and make Distributions under the Plan.  The New Board will be
appointed as of the Effective Date and will be responsible for
implementing the Plan and operating the business of the
Reorganized Debtor.

The classification and treatment of claims under the plan are:

     A. Class 1 (Secured Claims) will, at the sole option of the
        Plan Proponent, (i) paid in full in Cash, (ii) receive the
        collateral securing its Allowed Secured Claim, or (iii)
        receive other treatment rendering such Secured Claim
        Unimpaired.  Projected recovery under the plan is 100%.

     B. Class 2 (TOPrS Unsecured Claims) will receive (i) the
        Holder's Pro Rata Share of the Plan Trust Interests, which
        will entitle the Holder to receive its Pro Rata Share of
        distributions of Plan Trust Assets from the Plan Trust in
        accordance with this Plan and the Plan Trust Agreement,
        and (ii) either (x) its Pro Rata Distribution of New
        Series A Common Stock or, if it so elects (y) the Proceeds
        Distribution Election.  Projected recovery under the plan
        is 7.9% to 8.7%.

     C. Class 3 (General Unsecured Claims) will receive (i) the
        Holder's Pro Rata Share of the Plan Trust Interests, which
        will entitle the Holder to receive its Pro Rata Share of
        distributions of Plan Trust Assets from the Plan Trust in
        accordance with this Plan and the Plan Trust Agreement,
        and (ii) either (x) its Pro Rata Distribution of New
        Series A Common Stock or, if it so elects (y) the Proceeds
        Distribution Election.  Projected recovery under the plan
        is 7.9% to 8.7%.

     D. Class 4 (Convenience Claims) will receive cash equal to
        the full amount of its Convenience Claim, unless the
        Holder otherwise agrees to less favorable treatment.
        Projected recovery under the plan is 100%.

     E. Class 5 (Equity Interests) will be deemed canceled.
        Projected recovery under the plan is 0%.

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/AMERICANWEST_ds1am.pdf

                 About AmericanWest Bancorporation

Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- was a bank holding
company whose principal subsidiary was AmericanWest Bank, which
included Far West Bank in Utah operating as an integrated division
of AmericanWest Bank.  AmericanWest Bank was a community bank with
58 financial centers located in Washington, Northern Idaho and
Utah.

AmericanWest Bancorporation filed for Chapter 11 protection
(Bankr. E.D. Wash. Case No. 10-06097) on Oct. 28, 2010.  The
banking subsidiary was not included in the Chapter 11 filing.

Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel.  G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serves as counsel.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking unit's
assets and debts.  In its Form 10-Q filed with the Securities and
Exchange Commission before the Petition Date, AmericanWest
Bancorporation reported consolidated assets -- including its bank
unit's -- of $1.536 billion and consolidated debts of
$1.538 billion as of Sept. 30, 2010.

In December 2010, AmericanWest completed the sale of all
outstanding shares of AmericanWest Bank to a wholly owned
subsidiary of SKBHC Holdings LLC, in a transaction approved by the
U.S. Bankruptcy Court.


AXESSTEL INC: Inks New Employment Agreements with Four Executives
-----------------------------------------------------------------
Axesstel, Inc., on June 7, 2012, entered into new executive
employment agreements with each of Clark Hickock, Chief Executive
Officer; Patrick Gray, Chief Financial Officer; Stephen Sek, Chief
Technology Officer; and Henrik Hoeffner, Chief Marketing Officer.
The new executive employment agreements replaced and superseded
the previous letter agreements, employment agreements and
severance agreements between Axesstel and its named executive
officers.

Each of the executive employment agreements provides the executive
with a right to a base salary, eligibility for performance based
cash bonus, eligibility for equity awards under the company's
equity incentive plans, heath care benefits (except for Mr.
Hoeffner, who resides in Europe), an automobile allowance, and, in
the case of Mr. Hickock, payment of the premiums on an existing
$1 million life insurance policy owned by Mr. Hickock, as follows:

               Name              Base Salary
          ---------------        -----------
          Clark Hickock             $350,000
          Patrick Gray              $240,000
          Stephen Sek               $212,000
          Henrik Hoeffner         EUR190,000

In addition, each of the executive employment agreements provides
for certain severance benefits if we were to terminate the
executive's employment without "Cause" or if the executive were to
resign for "Good Reason", each as defined in the executive
employment agreement.

                        About Axesstel, Inc.

San Diego, Calif.-based Axesstel, Inc. (OTC BB: AXST)
-- http://www.axesstel.com/-- is a provider of fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.

The Company's balance sheet at March 31, 2012, showed
$13.01 million in total assets, $24.16 million in total
liabilities, all current, and a $11.14 million in total
stockholders' deficit.

The Company's independent auditors expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2011 results.  Gumbiner Savett Inc., in
Santa Monica, Calif., noted that although the Company generated
net income in 2011, the Company has historically incurred
substantial losses from operations and the Company may not have
sufficient working capital or outside financing available to meet
its planned operating activities over the next twelve months.
Additionally, there is uncertainty as to the impact that the
worldwide economic downturn may have on the Company's operations.


ARCAPITA BANK: Wants to Implement Bonus & Severance Programs
------------------------------------------------------------
Arcapita Bank B.S.C.(c) and its affiliated debtors seek Court
authority to implement:

     (a) a key employee retention program for 39 non-insider
         employees,

     (b) a key employee incentive plan for four insider and
         16 non-insider employees,

     (c) a severance program for employees who will be terminated
         as part of the restructuring; and

     (d) a global settlement of claims between the Arcapita Group
         and its employees arising in connection with prepetition
         incentive plans.

The Debtors said the Employee Programs are structured to
rationalize the size of the Arcapita Group workforce through a
96-person reduction in force, to provide retention or incentive
bonuses to 59 additional Employees, and, pursuant to the Global
Settlement, to settle potential claims between the Arcapita Group
and its Employees arising out of the Arcapita Group's prepetition
incentive plans.

The Debtors said the Employee Programs promise to generate
substantial savings and to align Employees' interests with those
of the Debtors' estates and creditors.  If approved, the Employee
Programs will motivate non-Terminated Employees to deliver
superior service and compensate a targeted group of Employees who
will assume increased workloads during the Debtors' Chapter 11
cases in support of the Arcapita Group's efforts to maximize the
value of the estates for the benefit of creditors.

Under the KERP, the 39 participants stand to receive $2.27
million.  An additional $300,000 has been set aside for a
discretionary pool.

Meanwhile, the cost of the KEIP at target is $3.0 million,
representing roughly 0.08% of the Arcapita Group's prepetition
assets, based on book value.

The Debtors estimate that the total cash cost of the Severance
Program and the Global Settlement (in each case, for the
Terminated Employees) is $4.5 million.

The proposed workforce reduction, as implemented by the Debtors'
Severance Program and the Global Settlement, would reduce Arcapita
Group wages and other benefit costs by approximately $830,000 per
month and generate savings of $5.5 million in cash over the next
12 months.

Arcapita Bank is also seeking Court authority to (a) redact
confidential information regarding plan participants, performance
metrics and awards under the proposed incentive and retention
programs; (b) file unredacted copies of the Disclosures with the
Court under seal; and (c) provide Unredacted Disclosures to
professionals for the Official Committee of Unsecured Creditors
and the United States Trustee for the Southern District of New
York.

                       About Arcapita Bank

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

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

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

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

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

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

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

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


ARCAPITA BANK: Committee Hiring Milbank Tweed as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Arcapita Bank
B.S.C.(c) and its affiliated debtors filed a formal application
seeking authority to retain Milbank, Tweed, Hadley & McCloy LLP,
as Chapter 11 counsel.

The Committee selected Milbank upon the panel's formation on
April 10, 2012.  Milbank will be paid at its standard hourly
rates:

     from $825 to $1,140 for partners,
          $795 to $995 for of counsel,
          $295 to $795 for associates and senior attorneys, and
          $130 to $290 for legal assistants.

Robert Jay Moore, Esq., a partner in Milbank's Financial
Restructuring Group, attests that the firm does not have any
connection with or represent any other entity having an adverse
interest to the Debtors, their creditors or any other party in
interest, or their attorneys or accountants.

The Milbank professionals working on the case on the Committee's
behalf include Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and
Evan R. Fleck, Esq.

A hearing on the Committee's request is set for June 26, 2012, at
11:00 a.m.  Objections are due June 19.

                       About Arcapita Bank

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

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

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

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

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

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

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

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


ARCAPITA BANK: Committee Talking With Houlihan on Fee Structure
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Arcapita Bank B.S.C.(c) and its affiliated
debtors seeks authority from the Court to employ Houlihan Lokey
Capital, Inc., as its financial advisor and investment banker.

Houlihan will be primarily responsible for advising the Committee
on the financial and strategic elements of the Debtors' assets and
liabilities, proposed funding for or divestitures of investment
positions, proposed business plan and alternatives, financing
needs and alternatives, and potential plan of reorganization
structures.

Houlihan and the Committee remain in discussions regarding the
amount and structure of a deferred fee to be paid to Houlihan upon
the achievement of certain milestones.  The Committee is seeking
approval for Houlihan's monthly fee on an interim basis at this
time, and under a separate motion will seek approval of Houlihan's
Deferred Fee.

Specifically, Houlihan will be paid in advance a nonrefundable
monthly cash fee of $200,000.  The first payment will be made upon
the approval of the Committee's request.

It is currently contemplated that a portion of the Monthly Fees
after some initial period will be credited against the Deferred
Fee, except that, in no event, will the Deferred Fee be reduced to
below zero.

According to the Committee, the Deferred Fee will be earned and
payable upon confirmation of a Chapter 11 plan of reorganization
or liquidation with respect to the Debtors, the terms of which are
approved by the Committee, and will be paid on the effective date
of the Approved Plan.

Houlihan will also be reimbursed for all reasonable out-of-pocket
expenses.

Houlihan also has requested that certain indemnification
provisions set forth in the Engagement Letter be approved.

David Hilty, Managing Director of Houlihan, attests that Houlihan
has not represented and has no relationship with (i) the Debtors;
(ii) their creditors or equity security holders; (iii) any other
parties-in-interest in these cases; (iv) the attorneys and
accountants of any of the parties; or (v) the U.S. Trustee or any
other person employed in the Office of the U.S. Trustee.  Houlihan
is also a "disinterested person," as such term is defined in
section 101(14) of the Bankruptcy Code.

The Committee is also hiring FTI Consulting, Inc., to provide
financial analyses of the Debtors' liquidity, cash activities,
cash controls, intercompany activities, as well as tax-related
advice, claims analysis and a review of potential avoidance
actions.

The Committee's request is on the court's calendar for June 26,
2012 at 11:00 a.m.   Objection deadline is June 19.

                       About Arcapita Bank

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

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

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

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

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

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

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

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


ARCAPITA BANK: Committee Wants Investment Portfolio Classified
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Arcapita Bank
B.S.C.(c) seeks to limit public access to a very narrow set of
information: the names of the investments that were compiled by
the Committee professionals in connection with their retention
applications to be filed with the Bankruptcy Court from
information provided to the Committee on a confidential basis.
The Committee believes proprietary investment information is
sensitive in the finance industry and is not typically made
publicly available.  The Investment information is "confidential"
and "commercial" in nature.

In its request, the Committee asks the Court to authorize the
panel as well as other parties involved in the Debtors' cases to
(a) redact the names of the Debtors' investment vehicles and
portfolio corporations in disclosures, applications, motions,
service lists and other pleadings filed publicly with the Court;
and (b) file unredacted copies of the Disclosures with the Court
under seal.

The Committee said the specific Investments made by the Debtors
reflect the results of the Debtors' proprietary trading strategies
and policies, and disclosure of identifying information about
those Investments may supply an unfair advantage to competitors.
Public disclosure of the names of the Investments may amount to a
release of the "confidential research, development, or commercial
information" used in the Debtors' business, and would diminish the
value of the estate by freely surrendering a valuable asset.

Earlier this month, the Debtors and the Committee agreed on a
protocol regarding creditors' access to information, including
those that are confidential in nature.

                       About Arcapita Bank

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

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

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

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

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

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

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

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


ARCAPITA BANK: Wants Lease Decision Deadline Extended to October
----------------------------------------------------------------
Arcapita Bank B.S.C.(c) and its subsidiaries, including Falcon Gas
Storage Co., Inc., ask the Court to extend, pursuant to 11 U.S.C.
Sec. 365(d)(4)(B)(i), the period within which the Debtors may
assume or reject unexpired leases of nonresidential real property
for an additional 90 days, up to and including Oct. 15, 2012.

The Debtors noted they operate a large, multifaceted business with
operations in several countries throughout the world.  As part of
their operations, the Debtors estimate that, as of the Petition
Date, they were party to nine unexpired leases of nonresidential
real property.

The Debtors said an extension of the lease decision deadline is
warranted.  Their Chapter 11 cases, while progressing rapidly, are
still in their early stages.  The Debtors are in the process of
formulating a business plan and chapter 11 plan. Until a
determination is made as to the nature of the Debtors' business
plan and resulting chapter 11 plan, it would be premature to make
a decision with respect to the assumption or rejection of the
Leases.  In the absence of a formulated restructuring plan, the
Debtors cannot discern the continued viability of the Leases or
whether assumption and assignment issues will be implicated in
connection with any such restructuring.

Pursuant to Section 365(d)(4)(A), a debtor may assume or reject
unexpired leases of nonresidential real property until the earlier
of (i) the date that is 120 days after the date of the order for
relief or (ii) the date of the entry of an order confirming a
plan.  Otherwise, the leases will be deemed rejected.  The
Debtors' current lease decision deadline is July 17.

                       About Arcapita Bank

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

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

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

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

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

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

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

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


AUGUST TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: August Transport, Inc.
        17 Ferry Street
        Leetsdale, PA 15056

Bankruptcy Case No.: 12-23022

Chapter 11 Petition Date: June 11, 2012

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Kirk B. Burkley, Esq.
                  BERNSTEIN LAW FIRM, P.C.
                  2200 Gulf Tower
                  707 Grant Street
                  Pittsburgh, PA 15219
                  Tel: (412) 456-8119
                  Fax: (412) 456-8135
                  E-mail: kburkley@bernsteinlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/pawb12-23022.pdf

The petition was signed by Jim August, president.


AUSTIN DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Austin Development Group, Inc.
        419 Marina Street
        Carolina Beach, NC 28428

Bankruptcy Case No.: 12-04323

Chapter 11 Petition Date: June 11, 2012

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

Scheduled Assets: $2,018,566

Scheduled Liabilities: $1,481,161

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nceb12-04323.pdf

The petition was signed by Elizabeth Simpson, secretary/treasurer.


BELO CORP: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings, including
the 'BB-' corporate credit rating, on Dallas-based TV broadcaster
Belo Corp. "At the same time, we revised our rating outlook on the
company to stable from positive," S&P said.

"The outlook revision reflect our view that lower-than-expected
percentage growth in local and national ad revenues, combined with
a single-digit increase in operating expenses, will result in a
longer time horizon for Belo's average eight-quarter trailing debt
leverage ratio to reach the 4x threshold ratio for an upgrade,"
explained Standard & Poor's credit analyst Naveen Sarma. "The
rating affirmation reflects Belo's geographic and revenue
concentration in Texas, and our assumption that the company's TV
stations will maintain good audience ratings compared with local
competitors. Belo has a 'satisfactory' business risk profile,
based on our criteria, because of its strong local market
positions, diversified network affiliations, and high EBITDA
margin. Belo's financial risk profile is 'aggressive,' in our
view, because of its still-elevated adjusted debt to latest-12-
month EBITDA ratio. As of March 31, 2012, leverage, adjusted for
pension costs and operating leases, was 4.6x," S&P said.

"The stable rating outlook reflects our view that Belo will
continue to reduce leverage on a trailing-eight-quarter EBITDA
basis toward 4x over the next year and maintain EBITDA margins
above 30% and adequate liquidity over the intermediate term. We
expect the company will refinance its 6.75% notes due 2013 mainly
with cash and some revolver borrowings," S&P said.

"We could raise the rating if the debt leverage improves to less
than 4x on an average trailing-eight-quarter basis. While this
could happen through organic EBITDA growth over the intermediate
term, more likely, leverage improvement would result from debt
repayment," S&P said.

"Alternatively, although this is a less likely scenario, we could
lower the rating if the current trends in ad revenue reverse,
causing EBITDA declines of more than 20% and resulting in the
cushion of covenant compliance to approach 10%. Additionally, we
could lower the rating if the company adopts a more aggressive
financial policy that increases leverage through large debt-
financed acquisitions, or shareholder-favoring initiatives such as
large share repurchases and special dividends," S&P said.


BERNARD L. MADOFF: Barclays Says Bankruptcy Court Can't Hear Suits
------------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that Barclays Bank
SA, Credit Suisse AG and the many others facing fraudulent
transfer suits by the liquidating trustee for Bernard Madoff's
estate told a New York federal court Monday that the U.S.
Constitution forbids a bankruptcy court from deciding the recovery
actions against them.

Avoidance actions like the fraudulent transfer suits faced by the
defendants are private rights claims that cannot be finally
decided by a bankruptcy court, the defendants -- that number over
300 -- said, according to Bankruptcy Law360.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERWIND REALTY: Hires Carrasquillo as Financial Consultant
----------------------------------------------------------
Berwind Realty LLC asks the U.S. Bankruptcy Court for permission
to employ CPA Luis R. Carrasquillo as financial consultant.

The Debtor has advanced $15,000 to Carrasquillo.

Carrasquillo attests it is a "disinterested" party except that it
has provided consulting services to the Debtor and acted as
financial consultant in the Chapter 11 cases of PMC Marketing
Corp., and YMAS Inventory Management Corp., whose shareholder is
the Debtor's Managing Partner, Saleh Yassin.  Carrasquillo also
acts as financial consultant in the Chapter 11 case of A+HC
Holding Corp, whose current shareholders are Mohammad and Sultan
Yassin, Saleh Yassin's children.

The firm's rates are:

  Professional                 Rates
  ------------                 -----
  Partner                       $160
  Senior CPA                    $125
  Other CPA's                    $90-125
  Senior Accountant              $85
  Senior Accountant              $75
  Senior Tax Specialist          $75
  Junior Accountant              $50
  Administrative and Support     $35
  Administrative and Support     $35

                        About Berwind Realty

Berwind Realty, LLC, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 12-02701) in Old San Juan, Puerto Rico, on April 5, 2012.
Berwind Realty, a real estate firm, scheduled assets of US$53.8
million and liabilities of US$58.1 million.  Saleh Yassin signed
the petition as president.  The Debtor is represented by Charles
A. Cuprill, PSC Law Offices.


BERWIND REALTY: Court Approves Charles Cuprill as Attorney
----------------------------------------------------------
Berwind Realty LLC sought and obtained approval from the
Bankruptcy Court to employ Charles A. Cuprill, Esq., P.S.C., Law
Offices, as its counsel.

The Debtor has provided Cuprill US$25,000 as retainer.  The law
firm will bill US$350 per hour, plus expenses, for work performed
or to be performed by Charles A. Cuprill-Hernandez, US$250 per
hour for any senior associate, US$125 for junior associates, and
US$85 per hour for paralegals.

The firm attests it is a "disinterested" party except that it has
provided consulting services to Debtor and acted as financial
consultant in the Chapter 11 cases of PMC Marketing Corp., and
YMAS Inventory Management Corp., whose shareholder is the Debtor's
Managing Partner, Saleh Yassin.  Carrasquillo also acts as
financial consultant in the Chapter 11 case of A+HC Holding Corp,
whose current shareholders are Mohammad and Sultan Yassin, Saleh
Yassin's children.

                     About Berwind Realty

Berwind Realty, LLC, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 12-02701) in Old San Juan, Puerto Rico, on April 5, 2012.
Berwind Realty, a real estate firm, scheduled assets of US$53.8
million and liabilities of US$58.1 million.  Saleh Yassin signed
the petition as president.  The Debtor is represented by Charles
A. Cuprill, PSC Law Offices.


BIOMARIN PHARMACEUTICAL: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit and convertible debt ratings on Novato, Calif.-based
BioMarin Pharmaceutical Inc. "Our rating outlook is stable. The
ratings are unsolicited," S&P said.

"We revised our liquidity descriptor for BioMarin to 'adequate'
from 'less than adequate' after the company completed an equity
offering with net proceeds of at least $250 million," S&P said.

"Our unsolicited ratings on BioMarin reflect its 'highly
leveraged' financial risk profile, featuring rising debt leverage
on dwindling EBITDA," said Standard & Poor's credit analyst
Michael Kaplan. "However, this otherwise foreboding financial
development is offset by improved liquidity from a just-completed
stock offering. We believe BioMarin's business risk profile is
'weak' because of its relatively small and niche product
portfolio, the uncertain success of its research pipeline, and
lack of profitability."

"Our rating outlook on BioMarin is stable. We expect the company's
increased liquidity to better support growing new product
investment. We expect continued, but slower revenue growth in 2012
from its mature main franchises, Naglazyme and Kuvan. GALNS
clinical success by year-end could aid prospects for a sharp
turnaround in EBITDA and cash generation by the end of 2013. In
the near term, however, dwindling EBITDA will sharply raise debt
leverage, limiting prospects for a higher rating in the year
ahead."

"At the same time, now that the company's cash balances have been
replenished, a downgrade also is unlikely. Even, if GALNS clinical
trial results turn out to be unfavorable or delayed, the liquidity
improvement should allow the company to sustain its research and
other operating needs for at least a couple of years," S&P said.


BLACK PRESS: S&P Alters Outlook to Negative on Refinancing Risk
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Victoria, B.C.-based Black Press Ltd. to negative from stable. At
the same time, Standard & Poor's affirmed its ratings on the
company, including its 'B' long-term corporate credit rating.

"The outlook revision reflects our view of the ongoing headwinds
the company faces with revenue and profitability declines given
difficult industry fundamentals, as well as refinancing risk,"
said Standard & Poor's credit analyst Lori Harris. "Black Press
experienced soft operating performance in the fiscal year ended
Feb. 29, 2012, compared with fiscal 2011, which was in contrast to
the improvement we were expecting year-over-year."

"While revenue declined 3.5% in fiscal 2012, reported EBITDA was
down 6.3% during the year. Given the slow economic recovery and
declining industry advertising sales, we expect the company's
performance to remain sluggish this year. Furthermore, Black Press
faces refinancing risk with its senior secured bank facilities
maturing in August 2013," S&P said.

"The ratings on Black Press reflect Standard & Poor's assessment
of the company's vulnerable business risk profile and aggressive
financial risk profile. Our business risk assessment is based on
the company's weak operating performance, declining revenue base,
and lack of revenue diversification outside of the newspaper
publishing industry. We believe the industry faces long-term
secular pressures related to market share erosion toward online
and other forms of advertising. Partially offsetting these
business risk factors, in our opinion, is the company's solid
market position within several of its regions. Our financial risk
assessment is based on Black Press' weak credit protection
measures, high debt leverage, and tight leverage covenant
cushion," S&P said.

"The negative outlook reflects Standard & Poor's view of Black
Press' challenges, including our expectation of continued
declining revenue and margin pressure, as well as refinancing
risk. We could consider lowering our ratings on Black Press if the
company is unable to refinance its senior secured debt in a timely
manner, if operating performance weakens more than we expect, if
adjusted debt to EBITDA is above 5.25x, or if there is less than a
15% EBITDA cushion within the financial covenants in the near
term. We could revise the outlook to stable after Black Press
completes its debt refinancing and demonstrates sustainable
improvement in its operating performance, including revenue and
margin stability, which we expect would result in adequate
covenant cushion with continued debt repayment," S&P said.


BROOKSTONE INC: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Merrimarck, N.H.-based Brookstone Inc. to stable from negative.
"In addition, we affirmed our 'B-' corporate credit rating on the
company. The ratings are unsolicited," S&P said.

"At the same time, the 'CCC+' issue-level rating (one notch lower
than the 'B-' corporate credit rating) and '5' recovery rating on
the company's $125.6 million 13% second-lien senior secured notes
due Oct. 15, 2014 remain unchanged. The '5' recovery rating
indicates our expectation of negligible (10% to 30%) recovery for
noteholders in the event of a payment default," S&P said.

"The ratings on Brookstone and wholly owned subsidiary Brookstone
Co. Inc. reflect our view that the company's financial risk
profile is 'highly leveraged' because of its weak credit
protection measures and significant debt leverage," said Standard
& Poor's credit analyst Jayne Ross. "In addition, we assess
Brookstone's business risk profile as 'vulnerable' because of its
participation in the highly competitive and fragmented specialty
gift retail industry, dependence on successful product
development, vendor concentration, and substantial seasonality of
its operating results (skewed heavily to the fourth quarter)."

"Credit metrics have improved for the 12 months ended March 31,
2012, because of EBITDA growth resulting from positive revenues
and same-store sales trends," added Ms. Ross, "but they still
remain weak for the rating."

"The stable outlook reflects our view that Brookstone should be
able to maintain the incremental improvement in its operating
performance in fiscal 2012. We expect margins and credit metrics
to remain at or near their current levels for most of the year
given the company's dependence on the fourth quarter for the bulk
of its sales and operating income," S&P said.

"We would consider a negative rating action, including revising
the outlook to negative, if performance weakens because of a
slowdown in consumer spending given the very discretionary nature
of the company's products. We believe this would be demonstrated
by flat revenue growth, a decline in same-store sales and margins,
resulting in deteriorating credit protection measures with total
debt to EBITDA of more than 10x and EBITDA to interest of less
than 1x. Also, we could consider downgrading the company if its
liquidity position becomes impaired or if availability under the
revolver falls substantially that the excess availability covenant
would apply," S&P said.

"For us to consider a positive rating action, we would have to see
stronger credit metrics that are sustained, such as total debt to
EBITDA approaching 6x and EBITDA interest coverage of about 2x
given the company's dependence on the fourth quarter for the bulk
of its operating income. For this to occur, we would have to see
sales growth of more than 7%; gross margin improvement of about
100 basis points; and a decrease in selling, general, and
administrative costs or some combination of the three. We do not
expect to consider a positive rating action in the near term," S&P
said.


BTG OF GEORGIA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: BTG of Georgia, Inc.
        P.O. Box 8221
        Dublin, GA 31040

Bankruptcy Case No.: 12-51513

Chapter 11 Petition Date: June 8, 2012

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Christopher W. Terry, Esq.
                  STONE AND BAXTER, LLP
                  577 Mulberry Street, Suite 800
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  E-mail: cterry@stoneandbaxter.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/gamb12-51513.pdf

The petition was signed by Timothy R. Denton, chief executive
officer.


CAMBIUM LEARNING: S&P Cuts Sr. Secured Notes Rating to 'CCC+'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Cambium Learning Group Inc., but revised the
outlook to negative from stable. The outlook change reflects weak
first-quarter operating performance, rising debt leverage, and
considerable doubt as to whether Cambium can stabilize its
operating performance. "We see a risk that strained government
budgets will continue to negatively affect Cambium's profitability
and debt leverage. Federal funding for the intervention and
special education market niche related to the economic stimulus
program ended in September 2011," S&P said.

"At the same time, we revised our recovery rating on the company's
senior secured notes to '5', indicating our expectation of modest
(10%-30%) recovery in the event of a payment default, from '4'
(30%-50% recovery expectation)," said Standard & Poor's credit
analyst Hal Diamond. "As a result, we lowered our issue-level
rating on this debt to 'CCC+' (one notch lower than the 'B-'
corporate credit rating) from 'B-', in accordance with our
notching criteria for a recovery rating of '5'. The revision of
the recovery rating reflects our expectation of a steeper
deterioration in operating performance in a hypothetical default
scenario as a result of Cambium's difficulties in effectively
competing with larger, better capitalized companies with more
significant digital learning capabilities."

"Our corporate credit rating on Cambium reflects our expectation
that leverage will remain relatively high, based on high product
development costs and the weak outlook for education spending. We
consider the company's business risk profile 'vulnerable,'
according to our criteria, because of the cyclicality of
government funding for educational services and the effect of that
cyclicality on Cambium's operating performance. Relatively high
debt to EBITDA and weak discretionary cash flow, reflecting
ongoing high product development spending, support our view that
Cambium's financial risk profile is 'highly leveraged.' Revenue
growth may underperform other players in the supplemental
publishing market," S&P said.


CANO PETROLEUM: Declares NBI as Successful Bidder
-------------------------------------------------
Cano Petroleum, Inc., and its direct and indirect subsidiaries
determined that they did not receive any qualifying bids prior to
the expiration of the bid deadline in competition with the
'stalking horse' offer from NBI Services, Inc., an Oklahoma
corporation, to acquire the Debtors' equity interests or assets
and businesses, as determined in accordance with the bid
procedures order entered by the United States Bankruptcy Court for
the Northern District of Texas, Dallas Division.  As a result, the
Company will not conduct the auction previously scheduled to begin
at 10:00 a.m. (Central Time) on June 12, 2012.

Accordingly, the Company has declared that NBI's 'stalking horse'
offer of $47,500,000 is the successful offer.  The Company will
seek approval of the Stock Purchase Agreement among the Debtors
and NBI at a hearing currently scheduled for 9:00 a.m. (Central
time) on Monday, July 16, 2012, and intends to proceed with the
previously announced transaction to sell all of the shares of
common stock that will be issued by the reorganized Company
pursuant to the Debtors' joint plan of reorganization as described
in the Current Report on Form 8-K filed by the Company with the
Securities and Exchange Commission on March 13, 2012.

The obligations of the Debtors and NBI to complete the sale remain
subject to a number of customary closing conditions.

                        About Cano Petroleum

Cano Petroleum, Inc. (NYSE Amex: CFW), an independent Texas-
based energy producer with properties in the mid-continent region
of the United States, filed for Chapter 11 bankruptcy (Bank. N.D.
Tex. Lead Case No. 12-31549) on March 7, 2012.  Other affiliates
also sought bankruptcy protection: Cano Petro of New Mexico,
Ladder Companies, Inc., Square One Energy, Inc., Tri-Flow, Inc.,
W.O. Energy of Nevada, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd., and WO Energy, Inc.  The cases are
jointly administered.

The Debtors filed for bankruptcy to pursue a sale under a joint
plan of reorganization filed on the petition date.  Cano Petroleum
have entered into a Stalking Horse Stock Purchase Agreement with
NBI Services Inc., pursuant to which NBI would purchase all of the
shares of common stock that would be issued by Reorganized Cano
under the Plan for $47.5 million.  The deal is subject to higher
and better offers and a possible auction.

The petitions were filed by James R. Latimer, III, chief executive
officer.  Judge Barbara J. Houser oversees the case.  The Debtors
are represented by lawyers at Thompson & Knight LLP, in Dallas
Texas.

Cano Petroleum's consolidated balance sheet at Sept. 30, 2011,
showed $63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.  In
schedules filed with the Court, Cano Petroleum disclosed
$1.16 million in assets and $82.5 million in liabilities.

Union Bank of California, the administrative agent and issuing
lender under the Debtors' prepetition senior credit facility; and
UnionBanCal Equities, Inc., the administrative agent and issuing
lender, under the junior credit facility, are represented by:
William A. "Trey" Wood III, Esq., at Bracewell & Giuliani LLP.


CANO PETROLEUM: To Present Plan for Confirmation in July
--------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that a
Dallas bankruptcy judge gave her approval of Cano Petroleum Inc.'s
disclosures to lenders and creditors, allowing them to vote on
Cano's plan of reorganization and paving the way for the court to
confirm the restructuring in July.

Prior to the Petition Date, the Debtors and NBI Services, Inc.,
entered into a Stock Purchase Agreement.  The Chapter 11 case
contemplates approval of a marketing process in which NBI would be
the "stalking horse" and the Company would be permitted to solicit
higher or better bids for its assets and businesses.  In the
absence of a higher or better bid for the Company's assets or
businesses and subject to the Bankruptcy Court's approval of the
Plan, all existing capital stock, including the Company's Common
Stock and Series D Convertible Preferred Stock, will be cancelled,
and Buyer will receive all of the outstanding capital stock of the
reorganized Company, in exchange for approximately $47.5 million,
which will be distributed to creditors in accordance with the
Plan.

The primary purpose of the Plan is to facilitate the restructuring
of the Debtors pursuant to the Purchase and Sale Agreement.  The
Debtors have determined in the exercise of their business judgment
that the effectuation of the Purchase and Sale Agreement is the
best course of action given the Debtors' financial constraints.
According to the Debtors, a reorganization strategy other than a
sale, is not possible given the position taken by various
creditors of the Debtors, the lack of availability in the credit
markets, and the Debtors' inability to sustain operations given
their current cash balances.  The Plan is structured to enable the
Debtors to facilitate a flexible transaction which is expressly
subject to a process to solicit higher or better offers for the
Debtors' Assets and Equity Interests.

The Court has approved auction procedures for the assets.  The
Debtors will conduct the auction at 10:00 a.m., (prevailing
central time), on June 12, 2012 at the offices of Thompson &
Knight LLP, One Arts Plaza, 1722 Routh Street, Suite 1500, Dallas,
Texas.  An evidentiary hearing to consider approval of the
successful bid will be on July 2, at 9:00 a.m.  Objections, if
any, are due 5:00 p.m., on June 25.

A copy of the filing is available for free at http://is.gd/0cYIfX

                        About Cano Petroleum

Cano Petroleum, Inc. (NYSE Amex: CFW), an independent Texas-
based energy producer with properties in the mid-continent region
of the United States, filed for Chapter 11 bankruptcy (Bank. N.D.
Tex. Lead Case No. 12-31549) on March 7, 2012.  Other affiliates
also sought bankruptcy protection: Cano Petro of New Mexico,
Ladder Companies, Inc., Square One Energy, Inc., Tri-Flow, Inc.,
W.O. Energy of Nevada, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd., and WO Energy, Inc.  The cases are
jointly administered.

The Debtors filed for bankruptcy to pursue a sale under a joint
plan of reorganization filed on the petition date.  Cano Petroleum
have entered into a Stalking Horse Stock Purchase Agreement with
NBI Services Inc., pursuant to which NBI would purchase all of the
shares of common stock that would be issued by Reorganized Cano
under the Plan for $47.5 million.  The deal is subject to higher
and better offers and a possible auction.

The petitions were filed by James R. Latimer, III, chief executive
officer.  Judge Barbara J. Houser oversees the case.  The Debtors
are represented by lawyers at Thompson & Knight LLP, in Dallas
Texas.

Cano Petroleum's consolidated balance sheet at Sept. 30, 2011,
showed $63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.  In
schedules filed with the Court, Cano Petroleum disclosed
$1.16 million in assets and $82.5 million in liabilities.

Union Bank of California, the administrative agent and issuing
lender under the Debtors' prepetition senior credit facility; and
UnionBanCal Equities, Inc., the administrative agent and issuing
lender, under the junior credit facility, are represented by:
William A. "Trey" Wood III, Esq., at Bracewell & Giuliani LLP.


CENTENE CORP: S&P Affirms 'BB' Counterparty Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Centene
Corp. (CNC) to negative from positive. "At the same time, we
affirmed our 'BB' long-term counterparty credit and senior
unsecured debt ratings on the company," S&P said.

"The outlook revision resulted from Centene's announcement that it
expects year-to-date June operating results to be significantly
worse than expectations, which will affect financial results for
full-year 2012. The results were driven by higher-than-expected
medical costs in its Kentucky Health Plan and the Hidalgo service
area in its Texas Health Plan, as well as in the Celtic individual
health business," S&P said.

"Our counterparty credit rating on Centene is constrained by the
concentration of its revenue stream in the government-sponsored
managed Medicaid programs, with a smaller percentage of premiums
coming from specialty services from external customers. This
narrow market focus is a key credit risk, as it exposes the
company to adverse regulatory and legislative developments.
Accordingly, profitability and sustained revenue growth depend
heavily on continued government funding for these programs to keep
pace with medical cost trends," S&P said.

"The negative outlook indicates that we could lower the rating by
one notch if the company's EBIT ROR were to decline to less than
2% for a sustained period or if the loss of one or more of its
managed Medicaid contracts resulted in a significant decline in
revenue or cash flow from operations. We will consider the new
expected level of profitability the reason for the change. If we
lower the counterparty credit rating, we would likely also lower
the senior debt ratings by one notch," S&P said.

"We expect the company to continue to grow and generate stable
cash flow in the intermediate term (12 to 24 months) to meet its
debt-service requirements and pay for expenses related to
expansion into new markets. In addition, we expect the company to
keep its debt-to-capital ratio consistent with recent improvements
in the 20%-30% range--barring any large acquisitions. We expect
EBITDA interest coverage to remain at least 7x and redundancy of
statutory capitalization to stay at the 'BBB' level of confidence
as per our capital model. We remain concerned that any significant
funding cuts and continued pressure from reimbursement rate
compression by states to save money could erode the earnings power
from the managed Medicaid sector. Benefits structure and
eligibility must be aligned with reimbursement levels," S&P said.


CHARLIE MCGLMARY: Hiring of Cohen Pollock as Ch 11 Counsel Okayed
------------------------------------------------------------------
The Hon. James P. Smith of the U.S. Bankruptcy Court for the
Middle District of Georgia granted Charlie N. McGlamry, et al.,
permission to employ the law firm of Cohen Pollock Merlin & Small,
A Professional Corporation, as Chapter 11 counsel.

As reported by the Troubled Company Reporter on May 14, 2012,
CPM&S received a $60,006 retainer.  Gus H. Small, Esq., a partner
at CPM&S, attested that (a) CPM&S and its members have no
connections with the Debtor, its creditors, any other party in
interest in this case, or their attorneys or accountants which
would be adverse to the estate, the United States Trustee, or any
person employed in the Office of the United States Trustee; and
(b) CPM&S has had no connection with any creditor of the Debtor.

                     About Charlie N. McGlamry

Centerville, Georgia-based real estate developer Charlie N.
McGlamry filed a petition for Chapter 11 protection, along with
his 14 companies, in Macon, Georgia on May 9, 2012.

Over the past 44 years, Mr. McGlamry has managed to successfully
develop numerous real estate developments in and around Houston
County, Georgia.  Mr. McGlamry continues to operate his real
estate development business through sole proprietorship McGlamry
Properties -- http://www.mcglamryproperties.com-- and USA Land
Development Inc.  Mr. McGlamry individually owns, through his sole
proprietorship, approximately, 74 acres of undeveloped commercial
property at the intersection of Russell Parkway and Corder Road in
Houston County, Georgia.  Mr. McGlamry established a number of
single member limited liability companies and sole shareholder
corporations to own and develop specific tracts of land.

Mr. McClamry and his affiliated companies sought joint
administration of their Chapter 11 cases and have Mr. McGlamry's
as the lead case (Bankr. M.D. Ga. Case No. 12-51197).  Judge James
P. Smith oversees the case.

Cohen Pollock Merlin & Small, PC, serves as the Debtors' Chapter
11 counsel.  Nichols, Cauley & Associates, LLC, serves as their
accountant.

Mr. McGlamry, as sole shareholder or member, signed Chapter 11
petitions for USA Land Development (Case No. 12-51198); Barrington
Hall Development Corp. (12-51199); Bear Branch LLC; By-
Pass/Courthouse LLC (12-51201); Chinaberry Place, LLC (12-51202);
Eagle Springs LLC (12-51203); Elmdale Development, LLC (12-51204);
Gurr/Kings Chapel Road, LLC (12-51205); Jaros Development LLC
(12-51206); Lake Joy Development, LLC (12-51207); Old Hawkinsville
Road, LLC (12-51208); South Houston Development, LLC (12-51209);
The Villages at Nunn Farms, LLC (12-51210); and Houston-Peach
Investments LLC (12-51212).

Mr. McGlamry estimated up to $50 million in assets and up to
$100 million in liabilities in his Chapter 11 filing.  The Debtors
tapped Cohen Pollock Merlin & Small, PC, as bankruptcy counsel.


CHARLIE MCGLAMRY: Court Okays Nichols Cauley as Accountant
----------------------------------------------------------
Charlie N. McGlamry and his debtor-affiliates obtained permission
from the Hon. James P. Smith of the U.S. Bankruptcy Court for the
Middle District of Georgia to employ the accounting firm Nichols,
Cauley & Associates, LLC, as their accountant.

As reported by the Troubled Company Reporter on May 14, 2012,
Farrell Nichols, Managing Partner of Nichols, Cauley & Associates,
LLC, attests that neither NCA nor any employee of the firm holds
any interests adverse to the Debtors or the Estates in the matters
upon which it is to be engaged for Debtors, and its appointment
will be in the best interest of the Estates; and NCA is qualified
as a "disinterested person" within the meaning of 11 U.S.C. Sec.
101(14).

                     About Charlie N. McGlamry

Centerville, Georgia-based real estate developer Charlie N.
McGlamry filed a petition for Chapter 11 protection, along with
his 14 companies, in Macon, Georgia on May 9, 2012.

Over the past 44 years, Mr. McGlamry has managed to successfully
develop numerous real estate developments in and around Houston
County, Georgia.  Mr. McGlamry continues to operate his real
estate development business through sole proprietorship McGlamry
Properties -- http://www.mcglamryproperties.com-- and USA Land
Development Inc.  Mr. McGlamry individually owns, through his sole
proprietorship, approximately, 74 acres of undeveloped commercial
property at the intersection of Russell Parkway and Corder Road in
Houston County, Georgia.  Mr. McGlamry established a number of
single member limited liability companies and sole shareholder
corporations to own and develop specific tracts of land.

Mr. McClamry and his affiliated companies sought joint
administration of their Chapter 11 cases and have Mr. McGlamry's
as the lead case (Bankr. M.D. Ga. Case No. 12-51197).  Judge James
P. Smith oversees the case.

Cohen Pollock Merlin & Small, PC, serves as the Debtors' Chapter
11 counsel.  Nichols, Cauley & Associates, LLC, serves as their
accountant.

Mr. McGlamry, as sole shareholder or member, signed Chapter 11
petitions for USA Land Development (Case No. 12-51198); Barrington
Hall Development Corp. (12-51199); Bear Branch LLC; By-
Pass/Courthouse LLC (12-51201); Chinaberry Place, LLC (12-51202);
Eagle Springs LLC (12-51203); Elmdale Development, LLC (12-51204);
Gurr/Kings Chapel Road, LLC (12-51205); Jaros Development LLC
(12-51206); Lake Joy Development, LLC (12-51207); Old Hawkinsville
Road, LLC (12-51208); South Houston Development, LLC (12-51209);
The Villages at Nunn Farms, LLC (12-51210); and Houston-Peach
Investments LLC (12-51212).

Mr. McGlamry estimated up to $50 million in assets and up to
$100 million in liabilities in his Chapter 11 filing.  The Debtors
tapped Cohen Pollock Merlin & Small, PC, as bankruptcy counsel.


CHESAPEAKE MIDSTREAM: S&P Affirms 'BB-' CCR on Ownership Sale
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on U.S. midstream energy company Chesapeake
Midstream Partners L.P. (CHKM). The outlook is negative. As of
March 31, 2012, CHKM had total balance-sheet debt of $1.19
billion.

The ratings affirmation reflects Global Infrastructure Partners
(GIP; unrated) agreement to acquire all of Chesapeake Energy
Corp.'s (CHK) ownership interest in CHKM for $2 billion. As a
result of the acquisition, GIP will own 100% of CHKM's general
partner interest and 69% of CHKM's limited partner units.

The ratings on CHKM reflect a "fair" business risk profile and an
"intermediate" financial risk profile under our criteria.

"The partnership's fair business risk profile reflects its stable
cash flow generated from an entirely fee-based contract mix
supported by long-term minimum volume commitments and fee
redeterminations," said Standard & Poor's credit analyst Nora
Pickens. "Limited customer and geographic diversity partially
offset these strengths. The partnership's intermediate financial
risk profile reflects low financial leverage and a master limited
partnership (MLP) structure that gives CHKM a strong incentive to
pay out to unitholders most of its cash flow after maintenance
capital spending each quarter," S&P said.

"The negative rating outlook takes into account our uncertainty
about CHKM's strategic direction given the pending sale of its
general partnership and limited partnership interests to private-
equity firm GIP. Independent of any potential ratings actions on
Chesapeake Energy, we could lower the rating if CHKM heightens its
volume and cash flow risk by purchasing undeveloped assets that
require significant capital investment, increases its commodity
price exposure, or participates in a leveraging acquisition, such
that debt to EBITDA exceeds 4.5x for an extended period of time,"
S&P said.

"Furthermore, our ratings on Chesapeake Energy can influence our
ratings on CHKM because of the business ties between the two
entities. We could revise the outlook to stable if we gain
incremental comfort around CHKM's strategic focus, given the
ownership change. Specifically, greater customer diversification,
a measured growth strategy, and the pursuit of financial policies
such that debt to EBITDA remains below 4x could prompt an outlook
Revision," S&P said.


CLOISTER DEVELOPMENT: Case Summary & Creditors List
---------------------------------------------------
Debtor: Cloister Development Co.
        959 AEC Drive
        Chicago, IL 60655

Bankruptcy Case No.: 12-23595

Chapter 11 Petition Date: June 11, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Keevan D. Morgan, Esq.
                  MORGAN & BLEY, LTD.
                  900 W. Jackson Boulevard
                  Chicago, IL 60607
                  Tel: (312) 243-0006 Ext. 29
                  Fax: (312) 243-0009
                  E-mail: kmorgan@morganandbleylimited.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 12 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-23595.pdf

The petition was signed by Daniel O'Malley, secretary.


COMPOSITE TECHNOLOGY: Wants Control of Case as Negotiations Go On
-----------------------------------------------------------------
Composite Technology Corporation and its affiliated debtors have
lodged a fourth request seeking an extension of the periods within
which they have the exclusive rights to file and solicit
acceptances of a bankruptcy-exit plan.  The Debtors want the
exclusive plan filing period extended through and including Sept.
6, 2012, and the exclusive solicitation period extended through
and including Nov. 6.

On Aug. 15, 2011, the Debtors closed on the sale of substantially
all assets of the Debtors' estates to CTC Acquisition Corp.  As a
result of the sale, the Debtors no longer operated their
businesses and all of their employees either resigned or were
terminated, and most of them were employed by the Buyer.  After
the closing, the Debtors hired Brian Weiss, an experienced Chief
Restructuring Officer, to wind down the Debtors' business affairs,
including recovering money for the estates' creditors and
resolving disputes among the creditors.

Since the appointment of Mr. Weiss as CRO, the Debtors have, among
other things, commenced an analysis of avoidance actions against
third parties and have spent time evaluating the claims and rights
asserted by Partners for Growth II LP, their senior secured
creditor, and the Unsecured Creditors' Committee.

The Debtors have also spent time negotiating a settlement in
resolution of disputes relative to the fees sought by BCC Advisory
Services, investment banker to the Debtors.  This settlement with
BCC provided for, among other things, a reduction of its alleged
aggregate unpaid administrative claim of in excess of $500,000 to
an allowed administrative claim of $204,000.

The Debtors said Mr. Weiss and their general insolvency counsel
are currently handling several material matters that the Debtors
need to resolve in their Chapter 11 cases, including:

     (i) reconciling claims assumed by the Buyer in accordance
         with the terms of the Sale Order;

    (ii) resolving disputed administrative claims;

   (iii) preparing a claims analysis of the more than 500 claims
         scheduled and filed against the Debtors' estates, which
         aggregate in excess of $37 million, including an
         evaluation of inter-company claims, and preparing
         objections to claims, as necessary;

    (iv) finalizing and filing numerous complaints which include
         causes of action to avoid and recover alleged
         preferential transfers from third parties to be
         prosecuted by the Debtors' general insolvency counsel and
         special litigation counsel: and

     (v) drafting terms of a joint disclosure statement and plan
         of liquidation for all Debtors.

The Debtors said they have engaged in numerous discussions with
the Committee and PFG in efforts to coordinate (i) settlement
discussions relative to the disputes over the fees and asserted
liens of Knobbe, Martens, Olson & Bear, LLP, CTC Cable's former
special patent litigation counsel; and (ii) a mechanism to
streamline the adjudication of any such dispute in the event
consensual resolution cannot be obtained.   The Debtors also have
engaged in extensive negotiations with PFG and the Committee for a
global resolution of (1) the disputes over PFG's asserted liens
against assets of the Debtors' estates; and (2) the Committee's
rights, if any, in the assets.

                    About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation (CTC) -- http://www.compositetechcorp.com/-- is a
publicly traded company that owns all of the common stock of CTC
Cable Corporation and Stribog, Inc.  CTC Cable manufactured and
marketed innovative energy efficient renewable energy products for
the electrical utility industry.  Stribog operated a wind turbine
products business that was sold to Daewoo Shipbuilding and Marine
Engineering on Sept. 4, 2009, for $32.2 million in cash.  CTC
Renewables is a dormant company.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  BCC
Advisory Services LLC, BCC Ho1dco LLC's FINRA registered
Broker/Dealer, serves as investment banker to provide exclusive
equity financing services and debt financing services.  Composite
Technology disclosed $5,855,670 in assets and $12,395,916 in
liabilities as of the Chapter 11 filing.

CTC Cable Corporation also filed for Chapter 11 (Bankr. C.D.
Calif. Case No. 11-15059) on April 10, 2011.  Stribog, Inc.
(Bankr. C.D. Calif. Case No. 11-15065) filed for Chapter 11
protection on April 11, 2011.  CTC Renewables Corp., a dormant
company (Bankr. C.D. Calif. Case No. 11-15130) filed for Chapter
11 protection on April 12, 2011.

The cases are jointly administered, with Composite Technology as
the lead case.  Garrick A. Hollander, Esq., Paul J. Couchot, Esq.,
and Richard H. Golubow, Esq., at Winthrop Couchot PC, in Newport
Beach, Calif.; and Sean A. Okeefe, at Okeefe & Associates Law
Corporation, in Newport Beach, Calif., serve as the Debtors'
bankruptcy counsel.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the official committee of unsecured creditors in the
Debtor's cases.  Katherine C. Piper, Esq., at Steptoe & Johnson
LLP, in Los Angeles, Calif., represents the Committee.


COMSTOCK RESOURCES: S&P Alters Outlook to Stable; Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Frisco, Texas-based Comstock Resources Inc. and
revised the outlook to stable from negative. "At the same time, we
affirmed the 'B-' issue-level rating on Comstock's senior
unsecured debt," S&P said.

"The outlook revision reflects Comstock's improved liquidity
following the issuance of $300 million 9.5% senior unsecured notes
due 2020," said Standard & Poor's credit analyst Carin Dehne-
Kiley.

"Net proceeds from the offering were used to repay outstanding
borrowings under its credit facility. As a result, we estimate
current liquidity stands at about $385 million, consisting of $365
million of availability under its credit facility and about $20
million of cash and marketable securities. We expect the company
to draw down liquidity over the course of the next six months, but
it should still exceed $250 million at the end of 2012," S&P said.

"The stable outlook reflects our view that the company's liquidity
will remain adequate over at least the next 12 months, and credit
protection measures will remain appropriate for the rating
category," S&P said.

"We could lower our rating if liquidity falls to less than $100
million or debt to EBITDAX exceeds 5x for a sustained period. This
would most likely occur as a result of oil production not ramping
up as we expect or a reduced borrowing base. Given the company's
limited scale and reliance on weak natural gas prices, a positive
rating action is unlikely in the near term," S&P said.


"The stable outlook reflects EP Energy's strong natural gas hedge
position for 2012, adequate liquidity, and the growing proportion
of oil in its production mix. Near-term positive rating actions
are unlikely given the company's relatively high debt leverage for
the rating category and its exposure to weak natural gas prices.
We could lower the rating if EP Energy's debt to EBITDAX ratio
exceeds 4.0x for a sustained period, which would most likely occur
if oil production does not ramp up as much as we anticipate or if
natural gas prices decline further in 2013," S&P said.


COPACK INTERNATIONAL: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Copack International, Inc.
        P.O. Box 3543
        Milford, CT 06460

Bankruptcy Case No.: 12-51074

Chapter 11 Petition Date: June 8, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ctb12-51074.pdf

The petition was signed by Peter J. Gould, president.


DEWEY & LEBOEUF: Has Final OK to Use Lenders' Cash Thru July 31
---------------------------------------------------------------
Dewey & LeBoeuf LLP on Wednesday won a final order granting it
authority to use cash in which its secured lenders and noteholders
assert a lien, security interest or other interest.  All
objections extent not withdrawn or resolved are overruled.

Dewey may use cash collateral from the Petition Date through the
earlier to occur of (a) 11:59 p.m. (Eastern time) on the fifth day
following a termination event, or (b) 11:59 p.m. (Eastern time) on
July 31, 2012.

The Court's order permits the Creditors' Committee -- but not the
Former Partners' Committee -- to retain the services of a
financial advisor, provided that any work product of the financial
advisor shall also be made available to the Former Partners'
Committee on reasonable terms as may be negotiated between the
parties.

The ruling provides that up to $100,000 of Cash Collateral
budgeted for Committee fees and expenses may be used to pay the
allowed fees and expenses of professionals retained by the
statutory committees incurred directly in investigating the
validity, extent, amount or priority, among others, of the
lenders' liens.  However, the Cash Collateral and the Carve Out
funds may not be used in connection with or to finance in any way
any action, suit, arbitration, proceeding, application, motion or
other litigation of any type adverse to the interests of the
lenders.

Against the Committees' wishes, the Court granted the lenders
adequate protection liens on the Debtor's assets, including
avoidance claims arising under chapter 5 of the Bankruptcy Code,
to secure an amount equal to any diminution in value of the
collateral.  The Adequate Protection Liens will be junior only to
the (A) Carve Out for U.S. Trustee and Clerk of Court fees, and
fees payable to bankruptcy professionals working on the case; (B)
Permitted Prior Liens; and (C) Prepetition Liens.

As to the equipment lessors that objected to the priming of their
liens on property leased to Dewey, the Court held that nothing in
the Cash Collateral Order will constitute a finding or ruling by
the Court that any Permitted Prior Liens and/or related security
interests and claims are valid, binding, enforceable, non-
avoidable, properly perfected or senior.  Moreover, nothing will
prejudice the rights of any party in interest including, but not
limited, to the Debtor, the lenders, the committees, or the
equipment lessors, to challenge the validity, enforceability,
avoidability, perfection, priority, seniority, or extent of any
Permitted Prior Lien or related security interests and claims.
Nothing in the Order will be construed to imply or determine that
the transactions under the equipment leases are true leases or
secured financings.  All parties' rights are reserved.

As reported by the Troubled Company Reporter on May 31, Dewey told
the Bankruptcy Judge at a May 29 hearing it negotiated with the
lenders at arm's length and in good faith regarding the use of
cash collateral.  According to the Debtor, the lenders have agreed
to permit the firm to use their cash collateral from the Petition
Date through the earliest of July 1, 2012, or the date the lenders
terminate the cash use.

Dewey said it needs the money to fund expenses as it winds down in
Chapter 11.  While no longer operating as a global law firm, Dewey
said it continues to be in control of its remaining operations and
management of its property.  Wind-down expenses include funding
payroll of its remaining employees, insurance, file storage, and
rent.  The Debtor said it does not have sufficient available
sources of working capital and financing to operate its business
in the ordinary course of business or to maintain its property
without the use of cash collateral.

As of the Petition Date, Dewey owed:

    $74,766,040 in principal under a revolving facility and
     $1,688,658 face amount of letters of credit under a 2010
                credit agreement with JPMorgan Chase Bank,
                N.A., as Administrative Agent; Citibank, N.A.,
                as the Documentation Agent; and Bank of
                America, N.A., as Syndication Agent; and

   $150,000,000 in principal amount to holders of the Debtor's:

                $40 million aggregate principal amount of
                            4.49% Series A Senior Secured
                            Notes due April 16, 2013;
                $15 million aggregate principal amount of
                            5.39% Series B Senior Secured
                            Notes due April 16, 2015;
                $40 million aggregate principal amount of
                            6.10% Series C Senior Secured
                            Notes due April 16, 2017; and
                $55 million aggregate principal amount of
                            6.65% Series D Senior Secured
                            Notes due April 16, 2020

Dewey proposes to provide the lenders adequate protection for any
diminution in value of their interests in the collateral.  This
includes Dewey paying for JPMorgan's lawyers and advisors in the
case.  JPMorgan, in its role as Revolver Agent on behalf of the
lenders under the Revolver Agreement, has hired Kramer Levin
Naftalis & Frankel LLP.  JPMorgan, as Collateral Agent for the
Revolver Lenders and the Noteholders, also has hired FTI
Consulting and Gulf Atlantic Capital as financial advisors.

The Debtor will also pay for the legal fees of the Noteholders,
which have hired Bingham McCutchen LLP.

As of the Petition Date, the Debtor's assets consist principally
of $13 million in cash, accounts receivable and work-in-progress
with a face amount of roughly $255 million generated by the firm's
U.S. offices, various pieces of artwork, roughly $11 million
invested in an insurance consortium, as well as potential estate
claims and causes of action against partners and other third
parties.

Liabilities include $225 million in obligations to secured
lenders, $50 million in obligations to secured personal property
lessors, $40 million in accounts payable, pension and deferred
compensation claims, and claims by employees for accrued paid time

As of the Petition Date, it is estimated that there was roughly
$255 million in face amount of uncollected accounts receivable and
work-in-process generated by the firm's U.S. offices.  The firm
also intends to use cash collateral to facilitate the collection
of its accounts receivable.

                      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.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.


DEWEY & LEBOEUF: Consumed $43MM of JPMorgan Cash before Chapter 11
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dewey & LeBoeuf LLP spent $43 million of cash
representing collateral for secured lender JPMorgan Chase & Co. in
the six weeks before the law firm declared bankruptcy on May 28.
The bank made the disclosure in a court filing while saying an
agreement was reached with the official creditors' committee
regarding the use of cash to fund the liquidation in Chapter 11.

According to the report, absent an agreement with the official
committee representing former partners, the firm and the bank was
scheduled to ask the bankruptcy judge at a hearing June 13 to
approve cash use over the partners' objection.  JPMorgan, owed
$225 million, said that much of partners' compensation in the last
months before bankruptcy was paid with bank loans. The New York-
based bank said the liquidation of Dewey, "like virtually every
significant law firm bankruptcy to date, could easily devolve into
a quagmire of uncontrolled litigation."

The report relates that the creditors' committee reached a
compromise on the use of cash collateral.  Originally, both
committees opposed giving JPMorgan a lien on lawsuit recoveries to
compensate for cash consumed in the liquidation.  One of the
costs, the bank said, results from preserving and handling a half-
million or more boxes of client files.  The agreement with the
creditors' committee permits use of JPMorgan's cash collateral
through the end of July.  The committee will have a budget of
$100,000 to investigate whether any of the bank's liens are
invalid.  Challenging the validity of a lien now won't result in
termination of the right to use cash.

While the creditors now consent to giving the bank a lien on
lawsuits, the partners' committee doesn't. Absent an agreement,
Dewey will ask the judge to overrule the partners' objection.

The bank's largest chunk of collateral is $255 million in accounts
receivable outstanding when the bankruptcy began.

                       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.


DIRECTBUY INC: Reaches Restructuring Deal With Bondholders
----------------------------------------------------------
Mara Lemos Stein at Dow Jones' DBR Small Cap reports that
DirectBuy Inc. reached a deal with its bondholders to restructure
its balance sheet by converting much of the company's debt into
equity and providing it with new financing, company officials
said.

                       About DirectBuy Inc.

DirectBuy Inc. is an Indiana-based retail buying club with 116
franchise stores and nine company-owned stores throughout the
country.  Its business model revolves around selling multi-year
memberships for access to buying brand name home improvement goods
directly from wholesalers.

                           *     *     *

As reported in the Troubled Company Reporter on April 2, 2012,
Standard & Poor's Ratings Services withdrew its ratings, including
its 'D' corporate credit rating, on Merrillville, Ind.-based
DirectBuy Holdings Inc.  "The company missed the interest payment
due Feb. 1, 2011, on its $335 million senior unsecured notes and
it is our understanding that it remains in default on the payment.
In our opinion, the company is no longer providing timely and
sufficient information for us to maintain a credit rating," S&P
said.


DIVERSIFIED MACHINE: S&P Cuts Corp. Credit & Issue Ratings to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Wixom, Mich.-based Diversified Machine Inc. (DMI) to 'B-
' from 'B'. Standard & Poor's also lowered the issue rating on
DMI's term loan to 'B-' from 'B'. "The recovery rating remains at
'4', indicating our expectations for average (30% to 50%) recovery
in the event of a payment default," S&P said.

"The downgrade reflects our belief that DMI's weaker-than-expected
operating performance, stemming mostly from specific plant
operating challenges, will lead to leverage in the 5x-6x range
over the next 12-18 months," said Standard & Poor's credit analyst
Nishit Madlani. "We believe that DMI will not be able to improve
and maintain credit metrics at our previously established levels."

"The company required a capital contribution (permitted under the
credit agreement) to cure a potential violation of its leverage
ratio covenant during the quarter ended March 31, 2012. Without a
further capital contribution from its owner or an amendment, the
company is likely to violate its leverage covenant, which tightens
further in the second half of fiscal 2012," S&P said.

"We view the company's business risk profile as 'vulnerable' and
have revised our view of its financial risk profile to 'highly
leveraged.' Our business risk assessment reflects the multiple
industry risks facing automotive suppliers, including volatile
demand, high fixed costs, intense competition, and severe pricing
pressures," S&P said.

"The company's operating performance over the past two quarters
was below our expectations, primarily because of operational
issues at its important iron foundry in Columbus, Ga. Despite the
operational issues and the ongoing execution risk involved in
managing launch activity over the next 12-18 months, in our base
case we assume the company's implemented plan and additional
investments to improve plant efficiency and increase capacity lead
to some margin improvement into 2013," S&P said.

"The outlook is developing. This reflects Standard & Poor's
opinion that over the next 12 months, there is an almost equal
likelihood of raising, lowering, or affirming the ratings
depending on the trajectory of operating performance and the
company's ability to maintain compliance with its covenants," S&P
said.


EASTMAN KODAK: Noteholders Group Wants Turnover of Docs
-------------------------------------------------------
A committee representing Eastman Kodak Co.'s debt holders asked
the U.S. Bankruptcy Court in Manhattan to force the company to
turn over documents.

The move comes after Eastman Kodak allegedly refused to turn over
documents related to the intellectual property portfolio as well
as the financial health of the company and its affiliated debtors.

The debt holders need to review the documents in light of a recent
decision from the U.S. International Trade Commission finding one
of Eastman Kodak's most valuable patents as invalid, according to
court papers.

Following the ITC ruling, the trading prices of Eastman Kodak's
bonds and the notes held by the group reportedly dropped and have
not recovered.

The information sought will allow the debt holders to determine
whether Eastman Kodak is "adequately preserving the value" of
their collateral, according to the group's lawyer, Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York.

The group is also seeking approval to examine some members of
Eastman Kodak's management team.

A court hearing to consider approval of the request was scheduled
for June 13.  Objections were due June 12.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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


EASTMAN KODAK: United Camera, VTS Want Decision on Contracts
------------------------------------------------------------
United Camera & Binocular Repair LLC and Victoria's Transcription
Services Inc. seek to compel Eastman Kodak Co. to either assume or
reject a master services agreement.  The motion was filed in light
of Eastman Kodak's decision to phase out its digital camera
business.

Eastman Kodak entered into the agreement with Victoria's
Transcription to avail of repair services for its camera products.
As part of the deal, Victoria's Transcription subcontracted the
warranty repair services to United Camera.

The initial term of the agreement is 15 months but Eastman Kodak
may renew it for three successive one-year terms.

Eastman Kodak has "essentially rejected the service agreement by
publicly announcing that it is exiting the business and
effectively determined, in its business judgment, that the service
agreement is not necessary for a successful rehabilitation," said
Dale Barney, Esq., at Gibbons P.C., in New York.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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


EASTMAN KODAK: D&Os Seek to Tap Defense Insurance Policy
--------------------------------------------------------
Current and former officers, directors, and employees of Eastman
Kodak Company, are asking the Court for relief from the automatic
stay to the extent applicable, to permit their insurer, XL
Specialty Insurance Company to follow the express terms of the
insurance policy by advancing and reimbursing defense fees and
costs.

The D&O's are Richard S. Braddock, Herald Y. Chen, Adam H.
Clammer, Paul Dils, Timothy M. Donahue, Philip J. Faraci, Michael
J. Hawley, William H. Hernandez, Douglas R. Lebda, Debra L. Lee,
Kyle P. Legg, Delano E. Lewis, Antoinette P. McCorvey, William G.
Parrett, Antonio M. Perez, Joel Seligman, Frank S. Sklarsky,
Dennis F. Strigl, and Laura D'Andrea Tyson.

The request, according to the movants' counsel, Jonathan C.
Dickey, Esq., at Gibson, Dunn & Crutcher LLP, in New York, was
made to cover fees, costs, and expenses incurred, and to be
incurred in the future, in connection with the defense on behalf
of certain of Kodak's executive officers of the securities class
action Hutchinson v. Perez, et. al., Case No. 1:12-cv-01073 (HB)
(S.D.N.Y.) filed on Feb. 10, 2012; and the defense of claims
against various Kodak current and former directors, officers, and
employees asserted under the Employee Retirement Income Security
Act of 1974 in these class actions:

  * Bolger v. Perez, et al., Case No. 6:12-cv-06067-DGL
    (W.D.N.Y.) filed on Feb. 6, 2012,

  * Coletta v. Perez, et al., Case No. 6:12-cv-06071-DGL
    (W.D.N.Y.) filed on Feb. 9, 2012,

  * Gedek v. Perez, et al., Case No. 6:12-cv-06051-DGL
    (W.D.N.Y.) filed on Jan. 27, 2012,

  * Greenwood v. Perez, et al., Case No. 6:12-cv-06056-DGL
    (W.D.N.Y.) filed on Jan. 31, 2012,

  * Mauer v. Eastman Kodak Savings and Investment Plan
    Committee, et al., Case No. 6:12-cv-06078-DGL (W.D.N.Y.)
    filed on Feb. 16, 2012,

  * Toal v. Perez, et al., Case No. 6:12-cv-06080-DGL (W.D.N.Y.)
    filed on Feb. 16, 2012, and

  * Hartter v. Perez, et al., Case No. 6:12-cv-06146 DGL
    (W.D.N.Y.) filed on March 22, 2012; and any related actions
    that are subsequently filed.

Mr. Dickey relates that prior to the Petition Date, XL Specialty
issued a Directors and Officers Liability Policy to Kodak with a
policy period of May 31, 2011 to May 31, 2012.  The Policy
provides insurance for Kodak's directors and officers for certain
claims made against them, including the claims asserted in the
Securities Class Action.  Subject to its terms, conditions, and
endorsements, the XL Specialty Policy affords a limit of
liability of $25 million for claims first made during the policy
period.

Mr. Dickey asserts that the proceeds of the XL Specialty Policy
are not assets or property of the Debtors' estate under Section
541 of the Bankruptcy Code and therefore are not subject to the
automatic stay.  He adds that XL Specialty has agreed to advance
defense costs for the Securities Class Action and the ERISA
Actions, but has requested assurance that those payments will not
violate the automatic stay or otherwise be challenged by the
Debtors, the Official Committee of Unsecured Creditors or other
persons.

The Former Directors and Officers are represented by:

         Jonathan C. Dickey, Esq.
         Jennifer L. Conn, Esq.
         Gabrielle Levin, Esq.
         GIBSON, DUNN & CRUTCHER LLP
         200 Park Avenue
         New York, NY 10166
         Tel: (212) 351-4000
         Fax: (212) 351-4035
         E-mail: jdickey@gibsondunn.com
                 jconn@gibsondunn.com
                 glevin@gibsondunn.com

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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


EASTMAN KODAK: Proposes New Contract With Carestream
----------------------------------------------------
Eastman Kodak Co. asked the U.S. Bankruptcy Court in Manhattan to
approve a new supply agreement with Carestream Health, Inc.

The supply agreement replaces a 2008 contract between the
companies, which expired on April 30.  The old contract requires
Carestream to provide toll coating for imaging loops in connection
with Eastman Kodak's Digimaster digital print business.

The new agreement will ensure that Eastman Kodak will be able to
obtain toll coating for its film products through December 31,
2014, according to court papers.

As part of the deal, Eastman Kodak agreed to renew another
contract with Carestream, which allows the latter to lease the
Kodak facilities in Eastman Business Park until December 31, 2014.

Carestream currently uses the Kodak facilities for its toll
coating operations.

The agreements may not be available for public disclosure because
they reportedly contain confidential information.  Eastman Kodak
is awaiting approval of its motion to file the agreements under
seal.

Eastman Kodak also asked the bankruptcy court to allow Carestream
to set off its accounts payable claim in the sum of $2,109,888
against the company's claim in the sum of $1,726,291.  The balance
of the accounts payable claim will be allowed as a "general
unsecured, non-priority claim" against Eastman Kodak, according to
court papers.

A court hearing to consider approval of the request is scheduled
for June 25.  Objections are due by June 18.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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


EASTRIDGE TRANSPORTATION: Case Summary & Creditors List
-------------------------------------------------------
Debtor: Eastridge Transportation, LLC
        34280 WCR 55
        Gill, CO 80624

Bankruptcy Case No.: 12-22262

Chapter 11 Petition Date: June 11, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

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

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

The Company's list of its 12 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/cob12-22262.pdf

The petition was signed by Terry and Jett Schwindt, managers.


EGPI FIRECREEK: Southridge Discloses 8.7% Equity Stake
------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Southridge Partners II LP disclosed that, as of
June 8, 2012, it beneficially owns 87,583,333 shares of common
stock of EGPI Firecreek, Inc., representing 8.77% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/Tx5Oih

                        About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

The Company's balance sheet at March 31, 2012, showed
$2.63 million in total assets, $5.89 million in total liabilities,
all current, $1.86 million in series D preferred stock, and a
$5.12 million total shareholders' deficit.

The Company reported a net loss of $4.97 million in 2011, compared
with a net loss of $4.48 million in 2010.

In its audit report for the 2011 results, M&K CPAS, PLLC, in
Houston, Texas, noted that the Company has suffered recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going
concern.


ENERGY SOLUTIONS: Moody's Cuts Corp. Family Rating to 'B3'
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of Energy
Solutions, LLC, including Corporate Family and Probability of
Default ratings to B3 from B2. Concurrently, the company's ratings
have been placed under review for possible further downgrade. The
Speculative Grade Liquidity rating of SGL-3 is unaffected at this
time.

Ratings Rationale

The CFR downgrade follows downward revision of the company's
earnings guidance for 2012 and disclosure by the company that its
Zion nuclear decommissioning project will deliver an inadequate
expected return relative to ES' capital costs. These developments
coincide with ES' Board of Directors decision to replace the
company's CEO and CFO -- the second executive management team
transition since 2010.

Energy Solutions reduced its EBITDA guidance by $20 million to a
new range of $130 to $140 million for 2012. While a moderate
reduction of EBITDA, the change is more material in relation to
EBIT given the company's $80 million of depreciation, amortization
and accretion expense for the year ended 12/31/11. The revision
was attributed to continued slowdown of nuclear waste shipments to
its Clive, Utah processing facility from both the government and
commercial sectors, delays in the resolution of issues related to
its Salt Waste project and slower than planned realization of cost
savings. Compounding these difficulties in ES' core operations was
disclosure that the company's Zion nuclear decommissioning project
will not produce an adequate expected return in relation to the
company's cost of capital. The Zion project had been a major
undertaking to decommission a nuclear power plant under the "long-
term stewardship" model. Under the model, a trust valued at $801
million in September 2010 was established by the utility to fund
the plant's retirement liability, then estimated at $767 million.
In March of this year the company announced that cost overruns
would increase its estimate to complete the decommissioning
project, reducing the cushion between ES' decommissioning
liability and the value of trust fund. While the latest disclosure
of an inadequate expected return on the project does not result
from any further increase in expected costs, it is triggered by
lower future returns assumed on the trust. ES' obligation to
retire the plant continues irrespective of upward cost revisions
or trust balance deficiencies. Moody's regards the long-term
stewardship arrangement to be one that involves out-sized risks
for the lead contractor, and Moody's has previously noted that any
unfavorable developments related to the retirement obligation or
the trust fund balance could adversely affect the company's
ratings.

The Speculative Grade Liquidity Rating of SGL-3 denotes an
expectation of adequate liquidity. Cash balances at 3/31/12
totaled about $47 million and the company's $105 million revolving
credit facility, which expires in 2015, had borrowing availability
of $71 million. Near-term debt maturities are minimal and near-
term covenant compliance headroom should be sufficient.

The review for downgrade will consider plans of the new management
team to improve operating and financial performance of the
company. Moody's will consider the degree of risk inherent in the
Zion decommissioning project based on likely trust fund
performance, and the ongoing potential for revisions of the
company's asset retirement obligation which are made, if needed,
at quarter end. As part of the review Moody's will also consider
earnings and free cash flow potential of the company's businesses
beyond 2012, including the risks associated with the pending re-
compete of ES' Magnox contracts in the U.K. slated for 2014. The
review will also consider the company's ability to sustain an
adequate liquidity profile as it works to resolve its business
challenges, including any potential for earnings pressures to
jeopardize compliance with financial covenants of its debt
facilities.

Ratings:

Corporate Family, to B3 and placed under review for downgrade,
from B2

Probability of Default, to B3 and placed under review for
downgrade, from B2

$105 million first lien revolver due 2015, to B1 LGD2, 29% and
placed under review for downgrade, from Ba3 LGD2, 28%

$560 million first lien term loan due 2016, to B1 LGD2, 29% and
placed under review for downgrade, from Ba3 LGD2, 28%

$300 million senior unsecured notes due 2018, to Caa2 LGD5, 84%
and placed under review for downgrade, from Caa1 LGD5, 82%

Speculative Grade Liquidity, unchanged at SGL-3

The principal methodology used in rating Energy Solutions LLC 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.

Energy Solutions, Inc., headquartered in Salt Lake City, Utah,
provides a range of services to the nuclear industry that are
centered on the nuclear fuel cycle. Revenues for the last twelve
months ended March 2012 were $1.8 billion.


ENERGYSOLUTIONS INC: S&P Puts 'BB-' Corp. Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on Salt Lake City-based
EnergySolutions Inc. and its subsidiaries on CreditWatch with
negative implications.

"The CreditWatch placement reflects our view that EnergySolutions'
financial profile is unlikely to improve to levels consist with
our previous expectations for the ratings," said Standard & Poor's
credit analyst James Siahaan. "We now believe the funds from
operations to debt ratio could fail to meet our previous
expectations of 15% to 20% during the next year. EnergySolutions'
lowered its guidance for adjusted EBITDA in 2012 to $130 million
to $140 million, down $20 million from the $150 million to $160
million guidance it had given during its first quarter earnings
release in May 2012. The company has a high adjusted debt balance
at $574 million as of its first quarter ended March 31, 2012. We
adjust debt to incorporate the capitalization of operating leases,
asset retirement obligations, and restricted cash balances related
to certain letters of credit. The company's trailing-12-month FFO
to debt ratio of 12% was already lower than our expectations, and
it could remain between 10% and 15% during the next year absent
further debt reduction or improved cash flow," S&P said.

"The company indicated the amount of waste volumes shipped to its
Clive, Utah, disposal site from its government and commercial
customers remains slow and administrative cost savings will take
longer to realize than it initially expected. In addition to
reduced operating prospects, the changes in key management
positions gives rise to additional uncertainty regarding the
company's strategic and financial philosophies. Although the
former management expressed optimism that a plan of action
regarding the release of a $200 million cash-collateralized letter
of credit related to the company's Zion decommissioning project
was likely to be realized in 2012, it now appears that such
resolution could be delayed," S&P said.

"The CreditWatch placement indicates our view that there is an
increased probability we could lower the ratings on
EnergySolutions, perhaps by more than one notch. We expect to
resolve or update the CreditWatch placement following a review of
our updated expectations for financial performance and the
implications of the management changes," S&P said.


EP ENERGY: S&P Assigns 'BB-' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Houston-based EP Energy LLC (formerly Everest
Acquisition LLC). The outlook is stable.

"We also assigned a 'BB-' issue rating to EP Energy's $750 million
senior secured notes due 2019 and its $750 million term loan
maturing in 2018. We assigned this debt a '4' recovery rating,
indicating our expectations of average (30% to 50%) recovery in
the event of a payment default," S&P said.

"We also assigned a 'B' issue rating to EP Energy's $2.0 billion
senior unsecured notes due 2020. The recovery rating on these
notes is '6', indicating our expectations of negligible (0% to
10%) recovery in the event of a payment default," S&P said.

"The company used proceeds from the debt offering to partially
fund the $7.15 billion acquisition of El Paso Corp.'s (BB/Stable/-
-) exploration and production subsidiary by Apollo Global
Management LLC, Riverstone Holdings LLC, Access Industries Inc.,
Korea National Oil Corp., and other investors," S&P said.

"The ratings on EP Energy LLC reflect our assessment of the
company's 'fair' business risk and 'aggressive' financial risk.
The ratings incorporate the company's medium size and scale; its
meaningful exposure to natural gas (70% of proven reserves and
about 85% of 2011 production); its relatively high leverage
compared with peers; and its position in a highly cyclical,
capital-intensive, and competitive industry. The ratings also
reflect the company's good hedging position (equivalent to 70% of
last year's natural gas production in 2012 and 30% in 2013),
'adequate' liquidity, and its ongoing shift to oil production,"
S&P said.

"Standard & Poor's views EP Energy's business profile as fair
given its medium size, strong reserve replacement metrics, high
proportion of natural gas reserves, and relatively high proportion
of proved undeveloped reserves that require additional spending to
bring to production," said Standard & Poor's credit analyst Carin
Dehne-Kiley. "EP Energy's proven reserve base at year-end 2011 was
nearly 4.0 trillion cubic feet equivalent--70% natural gas, and
51% proved developed. The company has replaced nearly 300% of its
production, on average, over the past three years, largely because
of growth in the dry gas Haynesville shale. The Haynesville now
accounts for about one-quarter of EP Energy's proven reserves and
35% of its current production. At current natural gas prices
(below $2.50 per million British thermal unit [mmbtu]), unhedged
returns in the Haynesville shale are marginal, and EP Energy has
suspended drilling activity in the play."

"In fact, given the pricing discrepancy between oil and natural
gas, EP Energy has allocated nearly 90% of this year's $1.5
billion capital budget toward oil projects, primarily in the
Altamont field (Utah), Eagle Ford shale (Texas), Wolfcamp shale
(Texas), and Wilcox play (Louisiana). EP Energy allocated about
60% of the budget to the Eagle Ford shale, where the company holds
157,000 net acres and plans to drill 88 wells. Based on Standard &
Poor's oil and natural gas price assumptions of $85 per barrel and
$2 per mmbtu, respectively, in 2012, we project the company will
spend about $1.3 billion, which should keep total production
essentially flat with 2011. However, we expect oil production to
increase as a percentage of total volumes in 2012," S&P said.

"EP Energy's cost structure is in line with the other onshore
natural gas-weighted companies in its rating category. We estimate
all-in costs (defined as cash operating costs plus three-year
average finding and development costs) at about $3.6 per million
cubic feet equivalent (mcfe) (versus about $2.5 to $5 per mcfe for
its peers). Cash operating costs (lease operating expense,
production taxes, and cash general and administrative expense)
were competitive at just under $2 per mcfe, while three-year
average finding and development costs were about $1.6 per mcfe.
Going forward, we expect all-in costs to increase as the company
shifts to oil production, but the higher revenues from oil should
more than offset cost increases," S&P continued.

"We view EP Energy's financial risk as aggressive, reflecting its
above-average debt leverage and our estimate that the company will
outspend funds from operations (FFO) in 2012. Based on Standard &
Poor's price assumptions for oil and natural gas of $85 per barrel
and $2 per mmbtu, respectively, in 2012, and incorporating the
company's favorable hedges, we project 2012 EBITDAX of $1.2
billion and FFO of $850 million. We estimate that EP Energy will
outspend FFO by nearly $450 million in 2012, but we believe that
liquidity will be more than sufficient to fund this gap," S&P
said.

"We estimate EP Energy's total debt at about $4.4 billion,
including our adjustments for future abandonment liabilities and
operating leases, resulting in about a 3.5x debt to EBITDAX ratio
on a trailing-12-month basis. We forecast total debt to EBITDAX
will approach 3.8x at year-end 2012, which is at the upper end of
our expected range for the rating category, and drop to 3.6x at
year-end 2013 as the company shifts to a greater proportion of oil
production," S&P said.


ESSEX MOTO: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Essex Moto, LLC
        244 Middlesex Turnpike
        Chester, CT 06412

Bankruptcy Case No.: 12-31394

Chapter 11 Petition Date: June 11, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN, P.C.
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Ted J. Tine, Jr., member.


EU-US LLC: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: EU-US, LLC
        dba Rancho de Charlotte
        4915 1st Avenue E.
        Bradenton, FL 34208

Bankruptcy Case No.: 12-09017

Chapter 11 Petition Date: June 11, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Benjamin G. Martin, Esq.
                  LAW OFFICES OF BENJAMIN MARTIN
                  1620 Main Street, Suite 1
                  Sarasota, FL 34236
                  Tel: (941) 951-6166
                  Fax: (941) 951-2076
                  E-mail: skipmartin@verizon.net

Scheduled Assets: $640,800

Scheduled Liabilities: $4,528,878

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-09017.pdf

The petition was signed by Helmer Hagman, managing member.


EVANS OIL: Seeks Valuation of Enterprise Value and Lender's Claims
------------------------------------------------------------------
Evans Oil Company LLC and its affiliates ask the Bankruptcy Court
for an order determining (1) the "Enterprise Value" -- i.e., the
going concern value -- of the Debtors, and (2) the value of the
alleged secured claims of the Debtors' prepetition lender, Fifth
Third Bank.

On Oct. 27, 2011, the Debtors filed their Amended Plan of
Reorganization.  At the hearing on Jan. 12, 2012, the Court
terminated exclusivity and directed the filing of competing plans
by the Debtors and Fifth Third.  Competing plans of reorganization
and their related disclosure statements were due to be filed no
later than Feb. 27, 2012.

The Debtors intend to revise their Amended Plan and a fundamental
component of the Debtors' Amended Plan will be to distribute to
Fifth Third its collateral or the indubitable equivalent of its
secured claim.  Thus, the first question that the Court must
determine is the value of  Fifth Third Bank's collateral and hence
the value of Fifth Third's secured claim and unsecured deficiency
claim against the Debtors as set forth in the Amended Plan.

Since the petition date, the Debtors have stabilized operations
and succeeded in a relatively seamless transition into chapter 11.
The Debtors also have engaged in substantial discussions, first
with Fifth Third, and later with various potential replacement
lenders and equity sponsors, concerning the framework of a
reorganization plan that would allow Debtors to continue
operations.  The Debtors intend to proceed with new equity and
debt sponsors, and without a relationship with Fifth Third.
Hence, a determination of the Debtors' enterprise value will aid
in establishing (i) the feasibility of the Debtors' proposed
Amended Plan; (ii) Debtors' debt capacity or other financial
aspects of the Amended Plan; (iii) the raising of new debt or
equity by the Debtors; and (iv) the value of Fifth Third's secured
and unsecured claims against the Debtors.

                        About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


EVANS OIL: Fifth Third Loses Bid for Chapter 11 Trustee
-------------------------------------------------------
Judge Barry S. Schermer of the Bankruptcy Court for the Middle
District of Florida denied the motion of Fifth Third Bank for the
appointment of a Chapter 11 Trustee.

Secured lender Fifth Third Bank claims that the Debtors continue
to block all of Fifth Third's attempts to obtain discovery
necessary to formulate a disclosure statement and plan of
reorganization and block its plan proponent, Atlas Oil Company,
from conducting due diligence.  Fifth Third also said Randy M.
Long, the owner and manager of Evans Oil, used the Debtors as his
personal piggy bank, and Mr. Long breached his fiduciary duties as
principal and chief executive officer.  The bank also cited the
Debtors' failure to investigate potential avoidance causes of
action.

                        About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


EVANS OIL: Can Continue Using Fifth Third Bank Cash Collateral
--------------------------------------------------------------
Judge Barry Schermer of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Evans Oil Company LLC, et al., to
access the cash collateral of Fifth Third Bank pursuant to a
budget through June 29, 2012.

As adequate protection for any interest in Cash Collateral used by
Debtors, Fifth Third is granted replacement liens upon, and
security interests in, the Debtors' post-petition Cash Collateral,
but only to the extent that the Debtors diminish the Cash
Collateral, and in no event to exceed the type, kind, priority and
amount, if any, which existed on the Petition Date.  As further
adequate protection of Fifth Third's interests in Cash Collateral,
the Debtors will provide counsel for Fifth Third and any
creditors' committee with financial reports.

The Debtors will pay Fifth Third $26,666.67 for the period May 11
through May 31, 2012, and $13,333.33 for the period June 1 through
June 10, 2012.

                          About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


EVANS OIL: Wants Increased Credit Line From Fuel Suppliers
----------------------------------------------------------
Evans Oil Company LLC and its affiliates ask the Bankruptcy Court
for entry of an order authorizing fuel suppliers to increase their
respective credit lines to allow the suppliers to continue to
supply fuel to Evans on a post-petition basis.

The Debtors supply fuel and lubricants to customers ranging from
service stations to marinas, golf courses and fleet operators.
The Debtors' customers include Lee County, Collier County, the
City of Fort Myers, essentially every school district in Lee,
Collier and Charlotte Counties, among others.  The Debtors have
maintained these customers because they have served them without
interruption through such adverse conditions as freezes, floods
and hurricanes.

These customers require consistent and continuous supply, seven
days a week.  Because the customers' needs are quite literally
incessant, and the same fuel and lubricants are marketed by
competitors, the Debtors cannot maintain its customer base without
daily purchases and deliveries of fuel and lubricants.

Any interruption in the supply of fuel and lubricants to the
Debtors would within a short time result in interruption of
deliveries to these customers.  Interruptions in deliveries would
be very likely to result in the immediate and irreparable loss of
customers.  These customers are vital to the Debtors' survival and
reorganization efforts.

The Debtors have supply arrangements with seven fuel and lubricant
suppliers.  Each Supplier provides Debtors a credit line to
purchase fuel only upon the Debtors (i) posting an irrevocable
stand-by letter of credit for the benefit of the Supplier, and/or
(ii) arranging for payments to the Suppliers by ACH to be drawn on
the Debtors' account on the tenth day after fuel is loaded into
the Debtors' tank trucks at the Supplier's depot.  The Debtors
have continued to purchase fuel and lubricant supplies from all of
their Suppliers on a regular basis and in accordance with Debtors'
ordinary course of business policies with regard thereto.

However, in recent weeks, due to higher fuel prices, the Debtors'
cost of wholesale gasoline has risen dramatically.  For example,
the U.S. average retail price of regular gasoline increased 3.6
cents per gallon last week to reach $3.83 per gallon, 26 cents per
gallon higher than last year at this time, and more than 50 cents
higher than a month ago.  In the past seven weeks, the average
retail price of gasoline in the United States has risen $.39 per
gallon.  As a corollary to the recent rise in retail gas prices,
the United States Labor Department recently reported that the
average price of wholesale gas costs jumped 4.3% last moth, the
biggest rise in five months.

As the price of gasoline has increased, the Debtors have run up
against their credit limits with certain suppliers.  For example,
most recently Chevron's pricing has been more competitive than
other sources of supply available to the Debtors.  As a result,
the Debtors have purchased more fuel from Chevron and in fact
exceeded their current credit limit of $3.5 million with Chevron.
In response, Chevron has requested that the Debtors seek authority
from this Court to increase their credit limit to $5 million and
confirm that the repayment of such obligations to Chevron
constitute an administrative expense of the Debtors' estates.

The Debtors believe that authority to increase their credit lines
with the Suppliers is vital to their reorganization efforts.  A
failure to pay the Suppliers likely would result in the suppliers
refusing to provide fuel and lubricants, forcing the Debtors to
obtain such fuel and lubricants elsewhere, if possible, at a
higher price, if supply was available.  If this Motion is not
granted, the Debtors believe they will lose access to the fuel and
lubricants they distribute and that many, if not all, of the
Suppliers will stop business with the Debtors altogether.  The
loss of these Suppliers would cause immediate and irreparable
damage to the Debtors, customers and its estates.

                        About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


EVANS OIL: Court Appoints Soneet Kapila to Facilitate Sale
----------------------------------------------------------
Judge Barry S. Schermer of the Bankruptcy Court for the Middle
District of Florida appointed Soneet Kapila as facilitator
effective on May 10, 2012, Evans Oil Company LLC's case.

As Facilitator, Mr. Kapila will freely expedite any requests for
data, records, documents, information, and interviews to
prospective buyers of the business of the Debtor entities
consistent with the protocols.

All due diligence regarding any plan of reorganization or any sale
of the Debtors' assets will be facilitated by Mr. Kapila until the
earlier of (1) consummation of a sale of all or substantially all
of the assets, or (2) confirmation of a plan of reorganization, or
(3) further order  of the Court.

In the event that the Facilitator experiences any difficulty with
the exchange of information, he shall immediately contact the
Court, which will issue any additional orders, as may be
necessary.

Meanwhile, Evans Oil filed with the Bankruptcy Court a stipulation
to substitute William J. Hazzard, Esq., of Coleman Hazzard &
Taylor P.A. as co-counsel to the Debtors.

                        About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


EVERGREEN SOLAR: Arranges July 13 Confirmation Hearing
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors of Evergreen Solar Inc. are voting on a
Chapter 11 plan.  The bankruptcy court in Delaware approved the
explanatory disclosure statement last week. The confirmation
hearing for approval of the plan is set for July 13.

According to the report, the plan is based on a settlement between
secured noteholders and the unsecured creditors' committee that
was approved by the bankruptcy court in March.  Unsecured
creditors with an estimated $233 million in claims will recover
less than 1%, according to the disclosure statement. Liquidation
of the company through Chapter 11 would result in less or nothing,
according to the disclosure materials.  The settlement gave the
secured noteholders a deficiency claim of $108.3 million, plus an
agreement that noteholders won't participate in the recovery by
unsecured creditors until they take home 1%.

The report relates that Evergreen got $1.3 million and some of the
stock in the China manufacturing subsidiary under the settlement.
Unsecured creditors are receiving some of the subsidiary's stock
plus $50,000 cash and the ability to bring specified lawsuits.
The disclosure statement reveals that about $2.8 million will be
used to pay professionals for their work in the Chapter 11 effort.

                       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.


FGIC CORP: Bond Insurer Goes Into Rehabilitation Proceedings
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bond insurer Financial Guaranty Insurance Co. has
agreed to be taken over by New York insurance regulators.  The
result will be a rehabilitation proceeding presided over by the
state court.  As an insurance company, Financial Guaranty isn't
eligible for bankruptcy reorganization.  If it's eventually
liquidated, the liquidation will be supervised by the state court,
not federal bankruptcy court.

                         About FGIC Corp.

New York-based FGIC Corporation is a privately held insurance
holding company.  FGIC Corp's main business interest lies in the
holdings of the bond insurer Financial Guaranty Insurance Company
-- http://www.fgic.com/-- and the Company depends on dividend
payments by the bond insurer unit for sustaining its operations.
FGIC had stopped paying dividends to FGIC Corp. since January
2008.

FGIC Corp. filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14215) on Aug. 3, 2010.  The bond insurer
subsidiary did not file for bankruptcy.

Paul M. Basta, Esq., and Brian S. Lennon, Esq., at Kirkland &
Ellis LLP, in New York, serve as counsel to the Debtor.  Garden
City Group, Inc., is the Debtor's claims and noticing agent.  The
Official Committee of Unsecured Creditors tapped David Capucilli,
Esq., at Morrison & Foerster LLP, in New York as its counsel.  The
Debtor disclosed $11,539,834 in assets and $391,555,568 in
liabilities as of the Petition Date.

FGIC Corp. on April 23, 2012, won the signature of the bankruptcy
judge of an order confirming a Chapter 11 plan that replaces a
prepackaged reorganization that fell apart.  The basis for the
confirmed plan is an agreement where the insurance subsidiary will
contribute $10 million so the cash distribution to unsecured
creditors will be in the range of 5.5% to 6%.


FILENE'S BASEMENT: NY Bankruptcy Judge Mediates Syms in Delaware
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that since retailers Syms Corp. and subsidiary Filene's
Basement LLC were unable to reach agreement on a reorganization
plan with committees representing creditors and stockholders, the
bankruptcy judge in Delaware sent the warring factions to
mediation under the wing of a bankruptcy judge from Manhattan.

The report relates that U.S. Bankruptcy Judge Kevin J. Carey
resisted entreaties by the creditors' committee for permission to
file a competing reorganization plan.  Instead, U.S. Bankruptcy
Judge James M. Peck will attempt to negotiate a peace treaty.

According to the report, in the meantime, Judge Carey extended
Syms's exclusive right to propose a reorganization plan until
July 9. The next scheduled hearing is July 5.

Syms's plan calls for paying creditors in full, eventually, with
stockholders retaining the equity.  Creditors insist on being paid
more quickly, with interest.

                        About Syms Corp.

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

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

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

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

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

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

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

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

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

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

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


FR 160 LLC: Files Chapter 11 Petition in Phoenix
------------------------------------------------
FR 160 LLC filed a bare-bones Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-13116) in Phoenix on June 12, 2012.

Flagstaff, Arizona-based FR 160 claims to be a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B) and estimated assets
of up to $50 million and debts of up to $100 million.

According to the case docket, the list of creditors must be
uploaded within seven days, otherwise the case may be dismissed
without further notice.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for July 17, 2012, at 9:30 a.m.


FR 160: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: FR 160, LLC
        3530 S. Lariat Loop
        Flagstaff, AZ 86001

Bankruptcy Case No.: 12-13116

Chapter 11 Petition Date: June 12, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: Christopher H. Bayley, Esq.
                  SNELL & WILMER, L.L.P.
                  One Arizona Center
                  400 E. Van Buren
                  Phoenix, AZ 85004-0001
                  Tel: (602) 382-6214
                  Fax: (602) 382-6070
                  E-mail: CBayley@swlaw.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $50,000,001 to $100,000,000

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

The petition was signed by William Meris, president.


FRANKLIN CREDIT: Has Forbearance with Huntington Until 2013
-----------------------------------------------------------
Prior to the bankruptcy filing, Franklin Credit Holding
Corporation and Franklin Credit Management Corporation entered
into an amendment to their credit facility with The Huntington
National Bank and Huntington Finance, LLC, which, pursuant to the
terms thereof, extended the termination date of the Licensing
Credit Agreement to March 31, 2013; waived acknowledged defaults
and an event of default related to the bankruptcy filing of
Franklin Holding, and granted a forbearance, until March 31, 2013,
from the exercise of rights and remedies with respect to cash
pledged as collateral triggered by the failure of Franklin Holding
subsidiaries (not including FCMC) to pay in full the amounts due
upon the March 31, 2012, maturity of the legacy credit agreement
with the Bank and the Bankruptcy Filing.

                   About Franklin Credit Holding

Franklin Credit Holding Corporation (OTC BB: FCMC)
-- http://www.franklincredit.com/-- is a specialty consumer
finance company primarily engaged in the servicing and resolution
of performing, re-performing and nonperforming residential
mortgage loans, including specialized loan recovery servicing, and
in the analysis, pricing, due diligence and acquisition of
residential mortgage portfolios for third parties.  The Company's
executive, administrative and operations offices are located in
Jersey City, N.J.

Franklin Credit Holding Corporation filed a Chapter 11 bankruptcy
petition (Bankr. D. N.J. Case No. 12-24411) in Newark, New Jersey,
on June 4, 2012.  Franklin Credit also filed a prepackaged plan.
The Debtor is seeking a combined hearing on the plan and the
explanatory disclosure statement.

Judge Donald H. Steckroth presides over the case.  Lawyers at
McCarter & English, LLP, serves as the Debtor's counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $500 million to $1 billion in debts.  In a recent
regulatory filing with the U.S. Securities and Exchange
Commission, Franklin Credit Holding's balance sheet at March 31,
2012, showed $29.02 million in total assets, $874.02 million in
total liabilities, and a $845 million total stockholders' deficit.
The petition was signed by Paul Colasono, executive vice president
and chief financial officer.

The Plan provides for the liquidation of its assets -- the
ownership of 80% of the stock in non-debtor Franklin Credit
Mortgage Corp. -- with the proceeds or the fair market value of
the assets being distributed in accordance with the Bankruptcy
Code.  The fair market value of FCMC will be distributed through
the payment of $250,000 in cash on the effective date of the Plan
and an aggregate $1.11 million over a period of five years,
evidenced by a promissory note guaranteed by Thomas J. Axon, the
chairman and president of the Debtor and FCMC, and the owner of
20% of the common shares of FCMC, and 45.2% of the common shares
of the Debtor.  The payments will be made by FCMC, and will be the
primary source of cash for distributions contemplated by the Plan.
IN exchange for the payment by FCMC, the Debtor's interests in the
stock of FCMC will be distributed, pro-rata, to holders of allowed
interests.

The Plan provides for payment in full of allowed priority non-tax
claims.  The secured claims of the legacy lenders totaling
$820.6 million will be unaltered by the Plan.  Huntington National
Bank and Huntington Finance LLC will release the Debtor from any
obligations in connection with their secured claims of $4.7
million.  Holders of general unsecured claims estimated to total
$1.9 million will receive their pro rata share of the proceeds of
the liquidation of the remaining assets.


GARLOCK SEALING: Accuses Asbestos Plaintiffs Firm of Fraud in Suit
------------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that the attorneys pointing to Garlock Sealing Technologies LLC as
the sole source of their client's deadly illness brought similar
claims against another manufacturer, Garlock said in a new lawsuit
that accuses the attorneys of fraud.

                     About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.


GOODWOOD CABINETS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Goodwood Cabinets, Inc.
        1235 Phoenix Way
        San Leandro, CA 94577

Bankruptcy Case No.: 12-45026

Chapter 11 Petition Date: June 11, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Judge: William J. Lafferty

Debtor's Counsel: Gurbob Singh Somal, Esq.
                  LAW OFFICES OF BOB SOMAL
                  1432 5th Avenue
                  Oakland, CA 94606
                  Tel: (510) 338-3643
                  E-mail: attorneysomal@gmail.com

Scheduled Assets: $1,793,965

Scheduled Liabilities: $1,453,138

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/canb12-45026.pdf

The petition was signed by Jeffrey Sandoval, president.


HEMCON MEDICAL: Committee Wins OK for Greene as Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon granted the
Official Committee of Unsecured Creditors of HemCon Medical
Technologies, Inc., authorization to retain Greene & Markley,
P.C., as its counsel.

As reported by the Troubled Company Reporter on June 5, 2012, G&M
will, among other things, consult with the Committee concerning
the administration of the case and assist with its investigation
of the acts, conduct, assets, liabilities, and financial condition
of the Debtor and of the operation of the Debtor's business.

                        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.


HIGHLAND REALTY: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Highland Realty, LLC
        1975 Sansburys Way, #114
        West Palm Beach, FL 33411

Bankruptcy Case No.: 12-24234

Chapter 11 Petition Date: June 11, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Brian K. McMahon, Esq.
                  BRIAN K. MCMAHON, P.A.
                  6801 Lake Worth Road, #315
                  Lake Worth, FL 33467
                  Tel: (561) 642-3000
                  Fax: (561) 965-4966
                  E-mail: briankmcmahon@gmail.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 eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flsb12-24234.pdf

The petition was signed by Robert Miller, managing member.


HOLOGIC INC: S&P Affirms 'BB' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Bedford, Mass.-based Hologic Inc. The outlook is
stable.

"We rated a new, secured credit facility (composed of a $1 billion
tranche A term loan due 2017, a $2 billion tranche B term loan due
2019, and a $300 million revolver due 2017) 'BBB-' with a recovery
rating of '1', indicating expectations of very high (90% to 100%)
recovery of principal in the case of a payment default. We also
rated a new $500 million senior unsecured note issue 'BB' with a
recovery rating of '4', indicating a average (30% to 50%) recovery
of principal. We lowered the rating on existing convertible notes
to 'B' from 'BB' and revised the recovery rating to '6' from '3',
indicating our expectation of negligible (0% to 10%) recovery,"
S&P said.

"We base our assessment of Hologic's business and financial risk
profiles on our expectations for cash flow and the company's solid
positions in narrow markets," said Standard & Poor's credit
analyst Cheryl Richer.

"We expect increasing acceptance of Hologic's newer Dimensions 3-D
tomosynthesis system and the launch of Gen-Probe Inc.'s new
analytical instrument 'Panther' to propel revenues to about $2.7
billion by 2013. With expanding high-margined sales, we expect
free operating cash flow (FOCF) to reach about $700 million in
2013. This cash flow, and the flexibility it provides for debt
repayment, is a key consideration in a financial risk profile that
is 'aggressive,' in our view. The 'fair' business risk profile
still considers the company's strong, defensible positions in
narrow markets as a key factor," S&P said.

"The stable outlook is underpinned by our expectation that
leverage will quickly fall, bringing credit measures in line with
an aggressive financial risk profile. Although we believe it
unlikely, slower-than-expected acceptance of Gen-Probe's new
Panther diagnostic instrument or slowing sales of Hologic's
Dimensions mammography systems could pressure revenues and margins
enough to significantly delay this leverage reduction. We estimate
that a 300-bp decline in gross margins would reduce EBITDA such
that debt to EBITDA would stay above 5x by year-end 2013," S&P
said.

"We could raise the rating if the benefits of an expanded product
offering were apparent in more rapidly growing sales and
decreasing leverage, such that debt to EBITDA remained below 4x.
However, this is likely to only manifest after the one-year span
of an outlook," S&P said.


HOUGHTON MIFFLIN: Hearing on Case Venue on June 18
--------------------------------------------------
The U.S. bankruptcy court in New York will convene a hearing on
June 18 to decide whether a transfer is required for Houghton
Mifflin Harcourt Publishing Co.'s Chapter 11 cases.

The U.S. Trustee challenged the Debtor's right to reorganize in
New York, arguing the case should be sent to the Boston hometown.
U.S. Trustee Tracy Hope Davis argued that Houghton Mifflin, "one
of Boston's largest employers," should reorganize in
Massachusetts, where its headquarters is located.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Debtor argues that New York is the proper
location for its bankruptcy because the city is home to the main
asset of a unit that generates less than one-10th of 1 percent of
the Boston-based company's revenue.

According to the report, the company claims that New York is a
technically a proper location because one subsidiary, Houghton
Mifflin Holding Co., leases office space in Manhattan that's now
subleased to a third party.  Even though the unit's annual revenue
is only $220,000, the company says the entire group of affiliates
is entitled to reorganize in New York because the one subsidiary's
principal asset is in Manhattan.

Mr. Rochelle notes that if there are disputed issues of fact at
the June 18 hearing, the bankruptcy judge may not be able to
hold a definitive hearing and rule before the Debtor's prepackaged
plan is approved.  The bankruptcy court has scheduled a
confirmation hearing on June 21 to approve the plan.

                       About Houghton Mifflin

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

Houghton Mifflin Harcourt and its affiliates filed a prepackaged
Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-12171)
on May 21, 2012.

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

The Debtor disclosed assets of $2.68 billion and debt totaling
$3.535 billion as of the Chapter 11 filing.

The Debtor prepackaged Chapter 11 reorganization on May 21 in New
York, with votes on the plan already in hand.  They are the only
classes affected by the plan.  Unsecured creditors are to be paid
in full.


IDERA PHARMACEUTICALS: Fails Nasdaq's Minimum Value Requirement
---------------------------------------------------------------
Idera Pharmaceuticals, Inc. has received notice from the Nasdaq
Listing Qualifications staff of the Nasdaq Stock Market that Idera
is not in compliance with the minimum market value requirement for
continued listing on The Nasdaq Global Market because the
aggregate market value of Idera's common stock was below $50
million for 30 consecutive business days.

The notification has no impact at this time on the listing of
Idera's common stock on The Nasdaq Stock Market and Idera's common
stock will continue to trade on The Nasdaq Global Market under the
symbol "IDRA".  The Company has been provided a period of 180
calendar days, or until Dec. 4, 2012, to regain compliance with
the MVLS requirement.  Idera can regain compliance if the
aggregate market value of Idera's common stock closes at $50
million or higher for a minimum of 10 consecutive business days at
any time prior to Dec. 4, 2012.

The Nasdaq Stock Market has advised the Company that, if the
Company does not regain compliance by Dec. 4, 2012, Nasdaq will
provide written notification to Idera that its common stock is
subject to delisting from the Nasdaq Global Market.  Prior to
Dec. 4, 2012, the Company may apply to transfer the listing of its
common stock to The Nasdaq Capital Market, provided it satisfies
the requirements for continued listing on that market.

                   About Idera Pharmaceuticals

Idera Pharmaceuticals, Inc. -- http://www.iderapharma.com/--
applies its proprietary Toll-like receptor (TLR) drug discovery
platform to create immunomodulatory drug candidates and has
clinical development programs in autoimmune diseases and cancer.
Additionally, Idera has a collaboration with Merck & Co. for the
use of TLR-targeted candidates as vaccine adjuvants.  The Company
is also advancing its gene-silencing oligonucleotide (GSO)
technology for the purpose of inhibiting the expression of
disease-promoting genes.


IMPERIAL CAPITAL: Chapter 11 Plan Declared Effective on June 8
--------------------------------------------------------------
The Chapter 11 plan of reorganization of Imperial Capital Bancorp,
Inc., became effective on June 8, 2012, and the Company
consummated its reorganization under the Bankruptcy Code.
Pursuant to the Plan, all equity interests in the Company
(including the Company's common stock) that were outstanding prior
to the Effective Date were automatically cancelled as of the
Effective Date and the obligations of the Company with respect to
such equity interests were discharged as of the Effective Date.

Accordingly, the Company filed a Form 15 "Certification and Notice
of Termination of Registration Under Section 12(g) of the
Securities Exchange Act of 1934 or Suspension of Duty to File
Reports Under Sections 12 and 15(d) of the Securities and Exchange
Act of 1934" with the Securities and Exchange Commission and will
cease to be a reporting company under the Securities Exchange Act
of 1934, as amended.

On May 24, 2012, the Bankruptcy Court entered an order confirming
the Plan filed by the Company and Holdco Advisors L.P.

                  About Imperial Capital Bancorp

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

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

The U.S. Bankruptcy Court last month confirmed Imperial Capital
Bancorp's Second Amended Chapter 11 Plan of Reorganization
proposed by the Debtors and HoldCo Advisors.


INDYMAC BANCORP: Investor Suit Against Ernst & Young Dismissed
--------------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that a federal judge dismissed a class-action securities fraud
lawsuit against IndyMac Bancorp Inc.'s former auditor Ernst &
Young, ruling that investors failed to prove the accounting firm
had any knowledge of alleged wrongdoing at the shuttered mortgage
lender.

                       About IndyMac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection on
July 31, 2008 (Bankr. C.D.Calif., Case No. 08-21752).

Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.  Bloomberg noted that Indymac had about
$32.01 billion in assets as of July 11, 2008.  In court documents,
IndyMac disclosed estimated assets of $50 million to $100 million
and estimated debts of $100 million to $500 million.


J CREW GROUP: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on New York
City-based J. Crew Group Inc. to stable from negative. "At the
same time, we affirmed all of our ratings on the company,
including our 'B' corporate credit rating," S&P said.

"The outlook revision reflects first-quarter performance, which
was ahead of our expectations, and our view that operations are
likely to be modestly ahead of our projections over the near
term," said Standard & Poor's credit analyst David Kuntz. "We
forecast leverage of about 6x over the next few quarters."

"The stable outlook reflects our view that J. Crew has overcome
its recent merchandising issues, and that its performance is
likely to improve moderately over the next year. We believe that
the company's products should continue to resonate with consumers,
thus greatly reducing markdowns. This, in conjunction with
positive operating leverage, should result in stronger EBITDA
margins. However, we believe that the company will remain highly
leveraged, with leverage reaching about 6x and interest coverage
in the upper-2x area over the near term," S&P said.

"We could raise the rating if sales per square foot are in the
upper-single digits and margins are 50 basis points (bps) ahead of
expectations. This would result in leverage in the low-5x area and
interest coverage of about 3x. We could lower the rating if
merchandise issues resume or weak consumer spending leads to
performance erosion. Under this scenario, sales per square foot
would be modestly negative and margins would be more than 150 bps
below our expectations. At that time, leverage would be above 7x,"
S&P said.


LHP HOSPITAL: Moody's Assigns 'B3' CFR/PDR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned B3 Corporate Family and
Probability of Default Ratings to LHP Hospital Group, Inc. Moody's
also assigned a B3 (LGD 3, 46%) rating to LHP Operations Co.,
LLC's, a wholly owned subsidiary of LHP Hospital Group, Inc.
(collectively LHP), proposed senior secured credit facilities,
consisting of a $100 million revolver and a $275 million term
loan. This is the first time Moody's has assigned ratings to LHP.
The ratings outlook is stable.

The rating actions are subject to the conclusion of the
transaction as proposed and Moody's review of final documentation.

Following is a summary of ratings assigned.

LHP Operations Co., LLC:

$100 million first lien senior secured revolving credit facility
expiring 2017, B3 (LGD 3, 46%)

$275 million first lien senior secured term loan due 2018, B3
(LGD 3, 46%)

LHP Hospital Group, Inc.:

Corporate Family Rating, B3

Probability of Default, B3

Ratings Rationale

LHP's B3 Corporate Family Rating reflects Moody's belief that the
company's relatively small revenue base, considerable geographic
concentration and reliance on only two facilities for a
significant portion of its pro forma EBITDA less minority interest
represent risks and limit the ability to absorb negative business
developments without significant detriment to its credit profile.
Moody's also expects that the company will look to aggressively
pursue additional development opportunities to increase scale,
requiring significant investment and resulting in negative free
cash flow over the near term. Therefore, Moody's does not expect
that the company will have much opportunity to repay debt and will
operate with significant leverage. Moody's also considered the
risks associated with forecasting the performance of operations
that have a very limited track record of operating under the
current organizational structure. However, the rating is supported
by Moody's expectation that recently acquired operations will
improve under the LHP management team. Additionally, Moody's views
positively the experience of the senior management team.

The stable rating outlook reflects Moody's expectation that the
company will see improvements at the recently acquired facilities.
However, earnings benefit from the two hospitals currently under
development may take longer to realize as the first is expected to
open in June of 2012 and the second in the third quarter of 2013.
Both of these facilities will experience start up losses
initially. The outlook also reflects Moody's expectation that the
company will look to add facilities through acquisitions or
additional developments that could be debt funded.

Moody's could upgrade the rating if the company is able to
integrate the recently acquired facilities and improve earnings
such that leverage, inclusive of the adjustment for preferred
stock, can be maintained below 6.0 times. Additionally, Moody's
would need to see a track record of free cash flow generation and
additional diversification of EBITDA contribution before
considering an upgrade.

Moody's rating incorporates many of the risks associated with an
early stage enterprise that is expected to grow aggressively and,
therefore, the rating firm does not expect a rating downgrade in
the near term. However, if growth from newly acquired or opened
facilities fails to materialize, either because of operational
issues in specific markets, challenges in the broader healthcare
sector -- including the possibility of additional reductions in
Medicare reimbursement -- or disruption from future growth
initiatives, Moody's could downgrade the rating. Moody's could
also downgrade the rating if it expects the company to
meaningfully increase leverage for a large acquisition or
shareholder friendly initiatives. Additionally, Moody's could
downgrade the rating if the company's liquidity position weakens
or Moody's no longer expects positive free cash flow before
development spending by the second half of 2013.

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

LHP Hospital Group, Inc. was formed in December 2007 through a
partnership with former members of the management team of Triad
Hospitals and private investors CCMP Capital Advisors and the
Canada Pension Plan Investment Board. LHP's business model entails
investing in joint ventures with not-for-profit partners to own
and operate community hospitals in small cities and urban markets.


LHP HOSPITAL: S&P Rates $375MM Senior Credit Facility 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Plano, Texas-based LHP Hospital Group Inc. "Our
rating outlook on the company is stable," S&P said.

"We also assigned the company's $100 million revolving credit
facility due 2017 and $275 million term loan B our issue-level
rating of 'B' (the same as the 'B' corporate credit rating on the
company) with a recovery rating of '3', indicating our expectation
of meaningful (50% to 70%) recovery for lenders in the event of a
payment default," S&P said.

"Our ratings on LHP reflect our assessment of the company's
business profile as 'vulnerable' and its financial risk profile as
'highly leveraged,' according to our criteria. LHP is a young
company with little history: It is acquiring hospital facilities
to increase its small hospital portfolio. Based on its current
hospital portfolio and near-term completion of pending
acquisitions, LHP will own the majority interest in six hospitals,
with one newly constructed one opening shortly and another
construction project scheduled to open in 2013. LHP's strategy is
to acquire majority interests in joint ventures with not-for-
profit hospitals. With its short operating track record and
aggressive growth plans, we expect significant expansion in the
next few years," S&P said.

"We expect LHP's revenue to grow by about 70% in 2012, and
possibly over 100% in 2013. The significant growth in 2013 is
based on the full-year impact of completed and pending 2012
acquisitions and the expectation of about three acquisitions in
2013. Because of this rapid expansion, the associated cash
requirements to fund the acquisitions, working capital needs, and
capital expenditures, we expect LHP to need about $200 million of
additional capital over the next year. We expect this capital to
be about two-thirds debt to additional sponsor equity, consistent
with current patterns. We also assume the joint-venture partners
will contribute cash commensurate to their percentage joint-
venture interest," S&P said.


LIGHTSQUARED INC: Still Lacks Authority to Use Cash Collateral
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LightSquared Inc. ended a hearing June 11 without
agreement from one of the two sets of lenders for permission to
use cash.  The hearing was set to continue Tuesday.   The Debtor
came to agreement for a loan and use cash representing collateral
for the so-called Inc. lenders owed $322.3 million.  LightSquared
still doesn't have agreement with the so-called LP lenders to use
cash representing collateral for their claims.  A company lawyer
told the judge at the hearing Monday that the terms demanded by
the LP lenders were "untenable."  Without use of cash,
LightSquared could be forced to liquidate.

Mr. Rochelle notes that the bankruptcy judge theoretically has
power to allow use of cash despite lenders' objection. In that
event, the judge must fashion adequate protection to insure
lenders won't sustain losses from the use of their cash
collateral.  Whatever adequate protection the judge crafts must be
sufficient to withstand appeal. In LightSquared's case, finding
adequate protection is difficult because the company's operations
and ability to generate new cash are limited.

According to Mr. Rochelle, the LP lenders opposing the use of cash
include Capital Research & Management Co., Appaloosa Management
LP, Fortress Investment Group LLC, and Silver Point Capital LP.
They may be using the cash collateral issue to wrest control of
LightSquared from Philip Falcone's Harbinger Capital Partners LLC,
which controls 96 percent of the company's stock.

                        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.


LSP MADISON: S&P Assigns Prelim 'BB+' Rating to $800MM Loans
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
long-term ratings to power generation project LSP Madison Funding
LLC's proposed $750 million first-lien term loan and optional $50
million first-lien working capital credit facility due 2019. The
outlook is stable. The preliminary '2' recovery rating on the term
loan and working capital facility indicates expectations of
substantial recovery (70%-90%) if a default event occurs. The
preliminary ratings are subject to receipt and review of final
documentation.

"The ratings reflect cash flow generation from natural-gas and
hydro power plants, some of which is supported by higher-quality
cash flows from power purchase agreements [PPAs], Federal Energy
Regulatory Commission [FERC]-related tariff revenues, and capacity
revenues earned in the PJM Interconnection and Independent System
Operators [ISO] New England capacity markets," said Standard &
Poor's credit analyst Theodore Dewitt. "We view initial leverage
at $223 per kilowatt (kW) excluding project debt, and $334/kW
including it, as modest. These leverage levels allow the project
to pay down material amounts of the first-lien facilities by
maturity under many stress scenarios. Detracting from credit is
cash flow concentration in Doswell and Riverside. In addition
there is double leverage because both Doswell and Blythe have
existing senior debt. Poor operating performance at Doswell could
result in cash being trapped at the Doswell level. Blythe has a
100% cash flow sweep structure so only a small amount of cash flow
in the form of tax distributions and management fees are
distributed to LSP Madison Funding LLC. The remaining projects are
unencumbered by debt."

"The stable rating outlook reflects our expectations that the
project's more stable revenue streams, consisting of PPAs, hedged
power prices, and capacity payments, will allow for significant
deleveraging over the loan tenor, even if merchant revenues are
weak. A ratings upgrade is unlikely given the limited asset
diversity, the age of the assets, and the project's exposure to
merchant revenue. If the assets underperform operationally,
causing energy gross margins and capacity payment revenue to fall
below expectations, we could lower the ratings. We could also
lower ratings if we materially lower our base-case assumptions,
which would affect our expectations of merchant revenue.
Specifically, we would consider a downgrade if we forecast a
refinancing risk of $100/kW or more at the LSP Madison Funding LLC
level," S&P said.


MAMA'S ENTERPRISES: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Mama's Enterprises, LLC
        2905 Thorn Blade Place SE
        Huntsville, AL 35801

Bankruptcy Case No.: 12-81861

Chapter 11 Petition Date: June 11, 2012

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Brian J. Sammon, Esq.
                  ROBERT J. FEDOR, ESQ, LLC
                  23550 Center Ridge Road, #107
                  Westlake, OH 44145
                  E-mail: bjsammon@fedortax.com

                         - and ?

                  Robert Joseph Fedor, Jr., Esq.
                  ROBERT J. FEDOR, ESQ., LLC
                  23550 Center Ridge Road, #107
                  Westlake, OH 44145
                  Tel: (440) 250-9709
                  Fax: (440) 509714
                  E-mail: rjfedor@fedortax.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Sherry Roach, member.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Internal Revenue Service           Income Taxes         $2,299,901
Centralized Insolvency Operations
P.O. Box 21126
Philadelphia, PA 19114


MANAGEMENT RESOURCE: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Management Resource Group, Inc.
        1221 E. Dyer Road, Suite 110
        Santa Ana, CA 92705

Bankruptcy Case No.: 12-17245

Chapter 11 Petition Date: June 11, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Mark S. Wallace

Debtor's Counsel: Anthony Egbase, Esq.
                  LAW OFFICES OF ANTHONY O. EGBASE & ASSOCIATES
                  350 S. Figueroa Street, Suite 189
                  Los Angeles, CA 90071
                  Tel: (213) 620-7070
                  E-mail: info@anthonyegbaselaw.com

Scheduled Assets: $4,117,208

Scheduled Liabilities: $6,741,750

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-17245.pdf

The petition was signed by Frishta Angela Noory, president.


NCI BUILDING: Moody's Holds 'B3' CFR, Rates New Term Loan 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to NCI Building
System, Inc.'s new senior secured term loan due in 2019. Proceeds
from the term loan, along with cash on hand, will be used to
finance the $145 million acquisition of Metl-Span LLC, a US
manufacturer of energy-efficient metal wall and roof panels, and
to refinance its existing term loan due in 2014. In related
actions, Moody's affirmed NCI's B3 corporate family and
probability of default ratings and also assigned a speculative
grade liquidity (SGL) assessment of SGL-3 to the company. The
outlook remains stable.

The following ratings were affected by this action:

Corporate Family Rating affirmed at B3

Probability of Default Rating affirmed at B3

$250 million Senior Secured Term Loan due 2019 rated Caa1 (LGD4,
59%)

Caa1 (LGD4, 64%) rating on existing $128.5 million Senior
Secured Term Loan B due 2014 to be withdrawn upon closing of
proposed financing.

Ratings Rationale

NCI's B3 corporate family rating reflects the company's weak
operating profitability and cash flow generation, as well as its
high pro forma adjusted debt leverage following the proposed debt-
financed acquisition of Metl-Span. (To adjust for the company's
operating leases and underfunded pension plan, Moody's increases
NCI's reported debt by $70 million. In addition, due to the debt-
like characteristics of NCI's $290 million of preferred shares,
Moody's attributes 50% of the outstanding balance to equity and
add the remainder to balance sheet debt.) Also factored into the
rating is Moody's expectation for only a modest recovery in non-
residential construction, the primary market served by NCI, over
the next 12 to 18 months. Although the company's business segments
create a balance that minimizes its exposure to steel price
volatility, NCI remains vulnerable to the rising steel prices, as
steel comprises over 70% of NCI's cost of sales, and it may not be
able to immediately pass on its higher input costs to customers.
However, the rating also considers NCI's adequate liquidity,
supported by a relatively large, undrawn asset-based revolving
credit facility. The proposed refinancing extends NCI's maturity
profile and, as a result, the company will face no long-term debt
maturities until 2019. This is a credit positive, as it provides
NCI financial flexibility while it completes the integration of
Metl-Span and awaits a significant recovery in its end markets.
Finally, the rating reflects NCI's strong market position, which
will be further strengthened by the Metl-Span acquisition, as well
as its nationwide presence and vertically-integrated business
model.

The Caa1 rating assigned to the proposed $250 million senior
secured term loan due 2019 is one notch below the corporate family
rating, as it is the junior-most debt in NCI's capital structure.
The term loan benefits from a first-priority interest in all
assets not pledged to the asset-based revolver, and a second-
priority interest in the ABL assets.

The SGL-3 speculative grade liquidity assessment balances NCI's
relatively low pro forma cash balance following the proposed
acquisition, as well as higher capital expenditures over the next
12 to 18 months as the company retools certain facilities and
brings two new locations on line against its lack of near-term
debt maturities and Moody's expectations that NCI will maintain
sufficient headroom under its financial covenants.

The stable outlook reflects Moody's expectation that NCI will
continue to generate positive operating income as demand in its
primary end markets slowly strengthens. The outlook also takes
into consideration recent industry data that point to increased
billings in the non-residential construction sector, as well as
NCI's year-over-year revenue growth compared with fiscal 2011.

The ratings and/or outlook could improve if NCI is able to
generate adjusted EBITA margins greater than 3.5% and adjusted
EBITA-to-interest expense approaching 1.5x on a sustained basis.
Also, if NCI is able to reduce adjusted debt-to-EBITDA below 5.5x
on a sustained basis, the ratings may be considered for an
upgrade.

The ratings may come under pressure if NCI reports operating
losses on a trailing 12-month basis, generates adjusted EBITA-to-
interest expense below 0.5x or maintains an adjusted debt-to-
EBITDA sustained above 6.0x on a sustained basis. Also, if the
company begins generating negative adjusted free cash flow,
engages in material debt-financed acquisitions, or if conditions
in the non-residential construction sector again deteriorate, the
rating could be lowered.

The principal methodology used in rating NCI 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.

NCI Building Systems, Inc. is one of North America's largest
integrated manufacturers of metal products for the nonresidential
building industry. During the trailing 12 months ended April 30,
2012, the company generated revenues and Moody's-adjusted EBITDA
of $1.02 billion and $67.6 million, respectively. Clayton,
Dubilier & Rice, through its investment funds, owns approximately
73% of NCI as of April 30, 2012.


NET ELEMENT: Igor Krutoy Buys 13MM Common Shares for $2 Million
---------------------------------------------------------------
As contemplated by the Joint Venture Agreement entered into on
April 6, 2012, between Net Element, Inc., and Igor Yakovlevich
Krutoy, on June 6, 2012, the Company entered into a Subscription
Agreement with Mr. Krutoy, pursuant to which Mr. Krutoy purchased
13,333,333 shares of common stock of the Company for an aggregate
purchase price of $2 million, or approximately $0.15 per share.

                 Lappenbusch Employment Agreement

On June 6, 2012, the Company entered into a letter agreement with
its President and Chief Operating Officer, Richard Lappenbusch,
which amends and restates that certain Offer Letter dated Feb. 13,
2011, entered into between the Company and Mr. Lappenbusch.
Pursuant to the Agreement, Mr. Lappenbusch's position with the
Company changed to Executive Vice President and Chief Strategy
Officer.  Mr. Lappenbusch's annual base salary under the Agreement
is $200,000, with a guaranteed bonus of $50,000 contingent upon
him not voluntarily resigning, and he is eligible for a
performance-based bonus at the sole discretion of the Company's
board of directors.  Mr. Lappenbusch agreed to cancel all
incentive stock options previously awarded to him by the Company,
as well as all unvested shares of restricted stock previously
awarded to him in excess of 2,067,166 shares, in each case
effective immediately.  Mr. Lappenbusch's remaining 2,067,166
unvested shares of restricted stock will vest in full upon the
termination of the Agreement on Dec. 28, 2012, or his dismissal
with or without cause, whichever happens first.  The employment
term under the Agreement expires Dec. 28, 2012, after which Mr.
Lappenbusch's employment will be at will. If Mr. Lappenbusch is
terminated prior to Dec. 28, 2012, without cause or due to death
or disability or due to an involuntary termination, then he will
be entitled to his remaining base salary through Dec. 28, 2012,
his guaranteed bonus and his remaining 2,067,166 unvested shares
of restricted stock will vest immediately upon termination.

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

Following the 2011 results, Daszkal Bolton LLP, in Fort
Lauderdale, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has experienced recurring losses
and has an accumulated deficit and stockholders' deficiency at
Dec. 31, 2011.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.34 million in total assets, $6.83 million in total liabilities,
and a $4.49 million total stockholders' deficit.


NEW ENTERPRISE: S&P Cuts Corp. Credit Rating to 'CCC+'; on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on New
Enterprise, Pa.-based New Enterprise Lime & Stone Co. Inc.,
including its corporate credit rating to 'CCC+' from 'B-', and
placed all ratings on CreditWatch with negative implications.

"At the same time, we lowered the issue level rating on the
company's $265 million senior secured notes due 2018 to 'CCC+'
(the same as the corporate credit rating) from 'B-'. The recovery
rating is '3', indicating our expectation of meaningful (50% to
70%) recovery in the event of a default. We also lowered the
rating on the $250 million senior notes due 2018 to 'CCC-' (two
notches lower than the corporate credit rating) from 'CCC'. The
recovery rating on these notes is '6', indicating our expectation
of negligible (0% to 10%) recovery in the event of a default. The
issue-level ratings are also on CreditWatch with negative
implications," S&P said.

"The downgrade and CreditWatch placement follows the recent
announcement that New Enterprise would not file its annual
financial report on Form 10-K in accordance with financial
reporting covenants governing various debt obligations, including
its asset backed loan facility," said Standard & Poor's credit
analyst Thomas Nadramia. "The company attributed the filing delay
to problems related to a new enterprise-wide resources planning
system and to material weaknesses in internal controls over
financial reporting. Management is working to obtain extensions to
its financial reporting requirements and expects to file its
delinquent Form 10-K by July 15, 2012."

"In addition to raising the potential for technical defaults under
various debt obligations, the delayed filing limits visibility
into the company's recent operating results and raises concern
that liquidity could become more constrained than previously
anticipated if cash flows are weaker than our most recent
estimates. We had previously expected the company to be modestly
cash flow positive in 2012 and to maintain availability of between
$70 million and $100 million under its $170 million asset based
revolving credit facility."

New Enterprise is a privately held company that sells construction
materials including aggregates, concrete, and concrete products;
engages in highway construction and paving; and provides traffic
safety services and equipment. Its operations are concentrated in
Pennsylvania and western New York.

"We will resolve the CreditWatch listing when the company files
its delinquent annual report, which it expects to do by July 15,
2012, and after we have had an opportunity to discuss the
company's plans to preserve its liquidity and improve its internal
controls," S&P said.

"We would affirm our current ratings, including the 'CCC+'
corporate credit rating, and remove the ratings from CreditWatch
if the company obtains financial reporting extensions from its
lenders and any potential technical default is resolved--and if it
appears that 2012 operating cash flow will be neutral or modestly
positive as we had previously assumed," S&P said.

"We would lower our rating by one or more notches if we view
liquidity to be less than adequate because New Enterprise is
unable to extend its financial reporting requirements and
revolving credit capacity is reduced or eliminated--or if it
appears likely that weaker-than-expected operating conditions will
result in meaningful cash flow deficits this year," S&P said.


NEWPAGE CORP: Wants to Block Creditor Suit Over Purchase of Rival
-----------------------------------------------------------------
NewPage Corp. told a  Delaware bankruptcy judge that allowing its
unsecured creditors to sue over the company's 2007 leveraged
buyout of a rival paper manufacturer is "unnecessary and
wasteful."

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NewPage Corp. contends that the lawsuit the unsecured
creditors' committee proposes to file against secured lenders
includes claims that "defy reality to a staggering extent that
demonstrates that they are not plausible."  The statements were
made in court papers the Debtor filed June 12 opposing the ability
of the committee to sue.  The bankruptcy judge in Delaware is
scheduled to rule at a June 22 hearing whether he will permit the
suit to be filed.

According to the report, the committee alleges in its draft
lawsuit that the debt-financed acquisition of the North American
division of Stora Enso Oyj in 2007 was a fraudulent transfer
because the assets were pledged to secured lenders to raise cash
for the transaction.  The committee says NewPage and its owners
from Cerberus Capital Management LP put no equity into the
acquisition.  Cerberus bought NewPage in 2005.

In the court filing this week, NewPage says bankruptcy resulted
from the recession, not from the acquisition.  The acquisition was
working out well until the economy turned down, NewPage said.

The report relates that if the committee is given the right, the
panel says it will sue in federal district court in Delaware and
demand a jury trial. The committee contends that lenders'
financing of the acquisition in 2007 and a refinancing two years
later included fraudulent transfers.

If suit is filed, NewPage says it won't able to implement a
reorganization plan under discussion with lenders. The plan,
according to the company, will include a compromise of the claims
the committee would assert.  Given the lawsuit's slim chance of
success, NewPage argues that the committee hasn't shown that the
company's refusal to sue is "unjustifiable."   NewPage has argued
from the beginning of the bankruptcy in September that unsecured
creditors are "hopelessly out of the money."

                       About NewPage Group

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

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

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

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

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

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

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

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


OHI INTERMEDIATE: S&P Rates Corporate Credit & $300M Debt 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Buffalo, N.Y.-based OHI Intermediate Holdings
Inc. The outlook is stable.

At the same time, Standard & Poor's assigned 'B+' issue ratings
and '3' recovery ratings to OHI's subsidiary Osmose Holdings
Inc.'s $45 million, five-year revolving credit facility and $255
million, six-year senior secured term loan. "The '3' recovery
rating indicates our expectation that lenders would receive
meaningful (50% to 70%) recovery in a payment default," S&P said.

"The ratings on OHI reflect our assessment of the company's
business risk profile as 'weak' and financial risk profile as
'aggressive'," said Standard & Poor's credit analyst Robyn
Shapiro. "Supporting the business profile is the company's
estimate of mid- to upper-double-digit share in the niche markets
for its utility pole inspection and treatment services and its
wood treatment preservation technology. The aggressive financial
profile reflects the company's private-equity ownership," S&P
said.

"The company used the $255 million of term loan B proceeds to help
finance its acquisition by equity sponsor Oaktree Capital
Management L.P., which also provided an equity contribution," S&P
said.

"We expect the company to generate consistent, positive free cash
flow, with credit metrics consistent with an aggressive financial
risk profile," Ms. Shapiro said. "We expect modest improvements in
credit metrics over the next few years, given the cash flow sweep
requirement in the credit agreement, our assumptions for gradual
EBITDA improvements, and our expectation that management will
approach growth prudently."

"Demand for OHI's utility pole inspection and treatment services
comes from the utilities' regulations to ensure infrastructure
safety and reliability. U.S. utility infrastructure is aging, and
increase in utility customers' outsourcing of needed maintenance
should push continued growth in this business. In the legacy niche
wood preservative chemicals industry, demand for the company's
product can vary with discretionary outdoor residential repair and
remodeling spending. Finally, demand for the company's newer
railroad infrastructure services, including bridge inspection,
engineering, maintenance, repair, and construction services,
should remain relatively consistent over time as aging rail
infrastructure, increased tonnage of railcars, and regulatory
mandates continue to propel demand for the company's services,"
S&P said.


ORAGENICS INC: Has Exclusive Collaboration Pact with Intrexon
-------------------------------------------------------------
Oragenics, Inc., and Intrexon Corporation announced the formation
of a global exclusive channel collaboration through which
Oragenics intends to develop and commercialize lantibiotics, a
novel class of broad spectrum antibiotics, as active
pharmaceutical ingredients for the treatment of infectious
diseases in humans and companion animals.

John N. Bonfiglio, Ph.D., President and Chief Executive Officer of
Oragenics, stated, "We are excited about the tremendous potential
that the collaboration brings to the Company and we look forward
to working with Intrexon.  Intrexon's state-of-the-art science
will allow us access to new techniques and processes which could
rapidly allow us to move toward commercialization of this exciting
and novel class of antibiotics."

Randal J. Kirk, CEO and Chairman of the Board of Intrexon, said,
"Intrexon thrives on accepting challenges and solving problems
that have proved resistant to the efforts of its predecessors.  As
was the case with our recombinant human alpha 1-antitrypsin
(rHuA1AT) project, the production of lantibiotics through
bioindustrial process has been a high-value goal that we now take
on with confidence and commitment.  We are pleased to be working
with the Oragenics team on this high-value opportunity."

Under the collaboration, Oragenics will utilize Intrexon's
advanced transgene and cell engineering platforms for the
development and production of lantibiotics, a class of peptide
antibiotics that naturally are produced in Gram-positive bacteria
and contain the characteristic polycyclic thioether amino acids
lanthionine and methyllanthonine.  Lantibiotics have shown broad-
spectrum antibiotic properties against Gram-positive bacterial
infections, such as MRSA and VRE in pre-clinical studies, yet
their development as commercially viable products continues to be
subject to significant technological hurdles.

Intrexon will be responsible for technology discovery efforts,
cell-engineering development, and certain aspects of the
manufacturing process.  Oragenics will be responsible for
conducting preclinical and clinical development of candidate
lantibiotics, as well as for other aspects of manufacturing and
the commercialization of the products.

Under terms of the transaction agreements:

  * Oragenics will receive an exclusive, worldwide license to
    utilize the products of Intrexon's modular genetic engineering
    platform for the development of API and drug products
    involving the direct administration to humans or companion
    animals of a lantibiotic for the prevention or treatment of
    infectious disease.

  * Intrexon will apply its proprietary platforms and
    technologies, including UltraVector, DNA and RNA MOD
    engineering, protein engineering, transcription control
    chemistry, genome engineering, and cell system engineering, to
    Oragenics' lantibiotics program.

  * Oragenics is responsible for funding the further anticipated
    development of lantibiotics toward the goal of
    commercialization.

  * Oragenics will issue to Intrexon 4,392,425 shares of its
    common stock upon execution of the agreement along with the
    potential for additional development milestones.

  * Subject to certain expense allocations, Oragenics will pay
    Intrexon 25% of the gross quarterly profits derived from the
    sale of products developed from the channel collaboration.

Griffin Securities served as financial advisor to Intrexon in
connection with the transaction.

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

                        http://is.gd/VqeMAK

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

In its audit report for the 2011 financial statements, Mayer
Hoffman McCann P.C., in Clearwater, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses, negative operating cash flows and has
an accumulated deficit.

The Company reported a net loss of $7.67 million in 2011, compared
with a net loss of $7.80 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.94 million in total assets, $2.25 million in total liabilities,
and a $314,253 total shareholders' deficit.

                        Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, that its loan agreement with the Koski Family Limited
Partnership matures in three years and select material assets of
the Company relating to or connected with its ProBiora3, SMaRT
Replacement Therapy, MU1140 and LPT3-04 technologies have been
pledged as collateral to secure the Company's borrowings under the
Loan Agreement.  This secured indebtedness could impede the
Company from raising the additional equity or debt capital the
Company needs to continue its operations even though the amount
borrowed under the Loan Agreement automatically converts into
equity upon a qualified equity financing of at least $5 million.
The Company's ability to repay the loan will depend largely upon
the Company's future operating performance and the Company cannot
assure that its business will generate sufficient cash flow or
that the Company will be able to raise the additional capital
necessary to repay the loan.  If the Company is unable to generate
sufficient cash flow or are otherwise unable to raise the funds
necessary to repay the loan when it becomes due, the KFLP could
institute foreclosure proceedings against the Company's material
intellectual property assets and the Company could be forced into
bankruptcy or liquidation.


PARAMOUNT RESOURCES: S&P Cuts Corporate Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Calgary, Alta.-based Paramount Resources Ltd. to
'B-' from 'B'. The outlook is negative. At the same time, Standard
& Poor's lowered its issue ratings on the company's senior
unsecured notes to 'B' from 'B+'. The recovery rating on the
notes remains at '2'.

"The downgrade reflects our expectation that Paramount's cash flow
will continue to deteriorate through 2012, due to sustained weak
natural gas prices, high levered costs, and the company's
significant capital expenditure plans," said Standard & Poor's
credit analyst Aniki Saha-Yannopoulos. "At our price deck, we
expect the company to exit 2012 with debt-to-EBITDAX at least
above 7x and with adequate liquidity. We expect 2013 numbers to
improve if the Musreau Phase 2 deep-cut processing plant comes
online in the second half of the year as per company expectations;
however, it is our view that given the significant execution
risks, it might be delayed into 2014 thus stalling any improvement
in the company's credit measures."

"The ratings on Paramount reflect Standard & Poor's view of the
company's vulnerable business risk profile and highly leveraged
financial risk profile. The ratings also reflect what Standard &
Poor's views as the company's weak credit measures, high capital
expenditure in the near-term, meaningful exposure to low natural
gas prices and high-cost structure. The ratings also incorporate
our assessment of Paramount's less-than-adequate liquidity. As of
March 31, 2012, the company had about C$630 million in debt,
including adjustments for asset-retirement obligations," S&P said.

"Paramount is a small exploration and production company with most
of its production from Western Canadian Sedimentary Basin. As of
Dec. 31, 2011, the company had a reserve base of 214 billion cubic
feet equivalent and an average production of 105 million cubic
feet equivalent a day," S&P said.

"The highly leveraged financial risk profile reflects our
expectation that Paramount's credit measures will deteriorate
through 2012 as weak natural gas prices limit the company's cash
flow measures. Paramount has no natural gas hedges and very little
oil hedges in place. It exited 2011 with an elevated 6.2x debt-to-
EBITDAX and we expect it to exit 2012 with debt-to-EBITDAX of
9x-13x. We base the range on our assumption that the company might
raise an additional C$200 million-C$300 million on top of its
existing asset sales, through a combination of asset, equity, and
investment portfolio sales. If the Musreau plant is not
operational by the end of 2013, which we believe is possible
considering the operational setbacks of the Musreau phase 1 plant
earlier this year, we expect credit measures to remain weak and
liquidity tighten," S&P said.

"The negative outlook reflects our view of the adverse effects of
weak natural gas prices and Paramount's large capex plan on the
company's deteriorating credit measures. The outlook also
highlights the potential execution risks in bringing the Musreau
plant online in 2013. Any delay would stall improvements in the
company's cash flow generation and debt metrics," S&P said.

"We are likely to lower the rating if the company is unable or
unwilling to maintain or improve its already less than adequate
liquidity and fund its planned capex program through the timely
monetization of its significant equity investment portfolio. In
addition, if the company continues to spend its expansionary
capital budget, irrespective of operation issues or processing
plant delays, a negative action is warranted," S&P said.

"Conversely, if the company is able to both bolster its liquidity
and improve its cash flow protection metrics, such that its fully
adjusted debt/EBITDA remained at or below 6.5x, we would revise
the outlook on the long-term corporate credit rating to stable.
The completion and start-up of the processing facility should
strengthen the company's cash flow generation, if it occurs as
currently anticipated by management. A positive rating action
would be contingent on the company's ability to improve its
upstream production economics by increasing its daily average
production and lowering its full cycle costs. Given our current
expectations, we believe Paramount will likely be challenged to
meet these conditions within the next 12-18 months," S&P said.


PDQ COOLIDGE: Lender Wants Case Venue Transferred to M.D. Fla.
--------------------------------------------------------------
Fannie Mae has asked the U.S. Bankruptcy Court for the Southern
District of Florida for an order transferring the venue of PDQ
Cooformad Washores LLC's case to the United States Bankruptcy
Court for the Middle District of Florida.

In their petitions, PDQ Coolidge Formad LLC and PDQ Cooformad
Washores LLC said their county of residence or principal place of
business is Miami-Dade County and their principal assets are in
Miami-Dade and Orange Counties.

                 About PDQ Coolidge Formad

PDQ Coolidge Formad, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-18495) in its home-town in Miami on
April 8, 2012.  According to myfloridalicense.com, the Debtor is
doing business as Peppertree Shores Apartment and has an Orange,
Florida license to operate apartments.

PDQ Coolidge Formad estimated assets and debts of $10 million to
$50 million.  It projects that funds will be available for
distribution to unsecured creditors.

Judge Robert A. Mark presides over the case.  Lawyers at Aaronson
Schantz P.A., represent the Debtor.

An affiliate, PDQ Cooformad Washores, LLC, also filed a separate
petition (Bankr. S.D. Fla. Case No. 12-18496), estimating under
$10 million in assets and debts.

The petitions were signed by Salomon Yuken, manager.


PDQ COOLIDGE: US Trustee Unable to Appoint Creditors Committee
--------------------------------------------------------------
The United States Trustee said it was not able to appoint a
Committee of Creditors pursuant to 11 U.S.C. Section 1102 in the
Chapter 11 cases of PDQ Coolidge Formad LLC and PDQ Cooformad
Washores LLC.

PDQ Coolidge Formad, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-18495) in its home-town in Miami on
April 8, 2012.  According to myfloridalicense.com, the Debtor is
doing business as Peppertree Shores Apartment and has an Orange,
Florida license to operate apartments.

PDQ Coolidge Formad estimated assets and debts of $10 million to
$50 million.  It projects that funds will be available for
distribution to unsecured creditors.

Judge Robert A. Mark presides over the case.  Lawyers at Aaronson
Schantz P.A., represent the Debtor.

An affiliate, PDQ Cooformad Washores, LLC, also filed a separate
petition (Bankr. S.D. Fla. Case No. 12-18496), estimating under
$10 million in assets and debts.

The petitions were signed by Salomon Yuken, manager.


PEMCO WORLD: Singapore Technologies Wins OK to Buy Business
-----------------------------------------------------------
The aerospace arm of Singapore defense contractor Singapore
Technologies Engineering Ltd. won court approval Tuesday to buy
bankrupt Pemco World Air Services Inc.'s assets.

Lance Duroni at Bankruptcy Law360 reports that Singapore
Technologies' Vision Technologies Aerospace  topped a credit bid from an
affiliate of private equity firm Sun Capital Partners LP, the
aircraft maintenance company's current owner.

Attorneys for Pemco said at hearing in Delaware bankruptcy court
that Singapore Technologies won an auction last week for the
assets, which include the debtors' maintenance facility at the
Tampa International Airport, Bankruptcy Law360 relates.

Katy Stech at Dow Jones' DBR Small Cap reports that the ST emerged
the winning bidder with a US$41.9 million cash offer that would
allow it to expand its airplane cargo-conversion operations to
include Boeing Co.'s 737-model jets.

VT is also an affiliate of VT Systems Inc. from Alexandria,
Virginia. VT provides maintenance, repair and overhaul services
for airlines and freight carriers, according to its Web site.

                 $1 Million for Unsecured Creditors

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that at least $1 million will remain for unsecured
creditors from a settlement with secured lender Sun Capital
Partners Inc.  Sun Capital, the provider of $6 million in
financing for the Chapter 11 effort, was under contract to make
the first bid at auction for the provider of heavy maintenance and
repair services for commercial jet aircraft. Sun Capital would
have taken ownership in exchange for pre-bankruptcy debt and
financing for the Chapter 11 case.

The auction was accompanied by a settlement between Boca
Raton, Florida-based Sun Capital and the official creditors'
committee, the committee's lawyer said, according to the report.
From the sale proceeds going to Sun Capital on account of its
senior secured claim, the lender will ensure that no less than
$1 million is available for unsecured creditors after claims with
higher priority and expenses of the Chapter 11 case are paid.

                  About Pemco World Air Services

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

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

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

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

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

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


PETROSTAR PETROLEUM: Intends to Complete Audit by June 30
---------------------------------------------------------
Petrostar Petroleum Corp. disclosed that the Petrostar team is
working diligently to complete the annual financial audit for 2011
on or before its June 30, 2012 deadline.

On April 5, 2012, Petrostar applied to the BCSC for a Management
Cease Trade Order and the Company confirms it will comply with the
alternative information guidelines described in sections 4.3 and
4.4 of NP 12-203 as necessary.  On April 30, 2012, the BCSC
granted the MCTO. Petrostar must file its 2011 Annual Financials
by June 30, 2012 and its first quarter 2012 financials immediately
thereafter, or a full Cease Trade Order will be issued to the
Company by the BCSC.  At present, Petrostar is on the default list
for its 2011 Annual Financials and its first quarter 2012
financials.

                      About Petrostar Petroleum

Petrostar Petroleum Corp. is a Tier 2 Canadian-based oil and gas
exploration company trading on the TSX Venture Exchange.  The
long-term objective of management is to aggressively seek
properties with high potential that can be advanced with minimum
expenditures.  The policy of the Company is to lower shareholders'
risk exposure to various stages of exploration by entering into
joint ventures with third parties or acquiring projects that the
Company can operate as the sole owner-operator.


PHILADELPHIA ORCHESTRA: Sets June 28 Plan Confirmation
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Philadelphia Orchestra set a June 28 confirmation
hearing for its reorganization plan after it obtained approval of
the explanatory disclosure statement this week.  The plan
implements settlements with the musicians' union, the musicians'
pension plan, Pension Benefit Guaranty Corp. and the Kimmel
Center, where the orchestra performs.

The $5.49 million cost of the plan will be covered by donations
from the orchestra's board.  The plan will extinguish $100 million
in debt.  The orchestra spent $8.9 million in professional fees
and other costs while in Chapter 11.

The orchestra has almost no secured debt. For the $35.5 million
claim resulting from termination of the existing musicians'
pension plan, the pension fund will receive a $1.75 million cash
payment under a settlement agreement.  The PBGC will receive
$1.3 million in installments.  General unsecured creditors take
home 50% in cash on claims totaling about $555,000.

                 About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.

The orchestra postpetition signed a new contract with musicians
and authority to terminate the existing musicians' pension plan.


PHILADELPHIA ORCHESTRA: Philly Pops Wants Musical Director Ousted
-----------------------------------------------------------------
Peter Dobrin at philly.com reports that the new leadership of the
Philly Pops has filed a motion in U.S. Bankruptcy Court seeking to
end the organization's relationship with Peter Nero, its music
director of 33 years.

According to the report, Mr. Nero's contract, the Pops said in its
filing, is "simply too economically burdensome."  The Pops "can no
longer afford to compensate Nero at the levels provided for in the
employment agreement while simultaneously hoping to continue its
existence in the future."  The Pops has begun the search for a
replacement for Nero for the 2012-13 season -- even as tickets
have already been sold for concerts billed as being led by Nero
-- and will import guest conductors for lower fees, the filing
states. The motion requests an expedited hearing in court, with
a rejection of the contract by June 30.

The report notes Mr. Nero is fighting the move.

The report says, if successful, the rejection would end an
institutional personification that has been Philadelphia's answer
to other rarefied pops partnerships such as Arthur Fiedler's
Boston Pops and Erich Kunzel's Cincinnati Pops Orchestra.  Mr.
Nero has characterized the move as a "takeover attempt" of the
ensemble he has led since its founding in 1979 by impresario Moe
Septee.

The report relates the move to oust Mr. Nero comes after an
unsuccessful attempt to renegotiate his contract in the middle of
its term.  The Pops has sought to impose a 40% pay cut on Mr.
Nero, whose most recent annual compensation was $513,000,
according to Frank Giordano, the Pops' president and chief
executive.  Mr. Nero has disputed that figure, saying it included
office space, storage, transportation, and other expenses related
to his job as both conductor and the artistic chief.

The report says the effort is being led by Mr. Giordano, who
started as a volunteer before beginning to pay himself a $1,000-
per-week salary in January.

According to the report, Board chairman D. Walter Cohen last week
called the rejection of Mr. Nero's contract "very disturbing."
Mr. Giordano said the June 5 board vote in favor of the move was
"almost unanimous," but, in fact, Mr. Cohen said, three board
members voted against it -- himself included -- and one abstained.
The size of the board has been increased by Mr. Giordano to 26
members with plans for 30, with Mr. Giordano's appointees lining
up behind him, and the old guard voting against Mr. Nero's
removal.

                 About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.

The orchestra postpetition signed a new contract with musicians
and authority to terminate the existing musicians' pension plan.


PINNACLE AIRLINES: Paid Executives $3.5MM Before Bankruptcy Filing
------------------------------------------------------------------
Stephanie Gleason at Dow Jones' Daily Bankruptcy Review reports
that Pinnacle Airlines Corp. paid more than $3.5 million to the
directors and officers that led the company as it entered Chapter
11 bankruptcy, including more than $870,000 to its former chief
executive, according to new disclosures in court documents.

                      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: FMR LLC No Longer Owns Common Shares
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that, as of June 8, 2012, they do not beneficially own any shares
of common stock of Pinnacle Airlines Corp.

FMR previously reported beneficial ownership of 2,803,674 common
shares or a 14.6% equity stake as of Feb. 13, 2012.

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

                        http://is.gd/vID5SQ

                     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.


PRINCE FREDERICK: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Prince Frederick Investments, LLC
        fka Westlake Investors, LLC
        P.O. box 1347
        Huntingtown, MD 20639

Bankruptcy Case No.: 12-20900

Chapter 11 Petition Date: June 8, 2012

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: James Greenan, Esq.
                  MCNAMEE, HOSEA, ET. AL.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  E-mail: jgreenan@mhlawyers.com

Scheduled Assets: $3,408,004

Scheduled Liabilities: $4,003,287

A copy of the Company's list of its 15 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mdb12-20900.pdf

The petition was signed by Richard Cirillo, managing member.


RCF KITCHENS: Ind. Food Plant to be Sold to Ohio Processor
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RCF Kitchens Indiana LLC, the owner of a plant making
packaged food, filed for Chapter 11 protection, to sell the
facility for $13 million cash unless a better bid turns up at
auction.  The Debtor built the plant in Cambridge City, Indiana,
and began operations in 2008. Operations terminated in November.

According to the report, Sugar Creek Packing Corp. from Washington
Court House, Ohio, is under contract to buy the plant. The
facility had been used to make organic and natural packaged food
for heating in microwave ovens.

RCF Kitchens Indiana, LLC, formerly doing business as Really Cool
Foods, filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 12-
06434) on May 30, 2012, in Indianapolis.  Attorneys at Frost Brown
Todd LLC represent the Debtor.  The Debtor estimated assets and
debts of $1 million to $10 million.


REDBIRD PROPERTIES: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Redbird Properties, LLC
        c/o David Gelbard
        5 Carol Lane
        Upper Brookville, NY 11545
        Tel: (516) 358-0506

Bankruptcy Case No.: 12-73640

Chapter 11 Petition Date: June 8, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Gary C. Fischoff, Esq.
                  STEINBERG, FINEO, BERGER & FISCHOFF PC
                  40 Crossways Park Drive
                  Woodbury, NY 11797
                  Tel: (516) 747-1136
                  E-mail: gfischoff@sfbblaw.com

Scheduled Assets: $1,000

Scheduled Liabilities: $1,876,408

The petition was signed by David Gelbard, managing member.

The Company's list of its largest unsecured creditors contains
only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Hirschfelf & Cantor LLP            --                      $12,000
534 Broadhollow Road
Melville, NY 11747


RESIDENTIAL CAPITAL: Moody's Rates $1.05-Bil. DIP Term Loan 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the $1,050
million debtor-in-possession term loan A-1 ("DIP Term Loan A-1"),
and a Ba3 rating to the $200 million debtor-in-possession term
loan A-2 ("DIP Term Loan A-2") (collectively, the DIP Term Loan A-
1, and the DIP Term Loan A-2, the DIP Facility) of Residential
Capital, LLC ("ResCap"). The borrowers under the DIP Facility are
two newly formed special purpose entities.

Ratings Rationale

The ratings are primarily driven by the following factors: i)
collateral coverage available to the DIP lenders; ii) structural
features of the DIP Facility; iii) the size of the DIP Facility
relative to pre-petition debt; and iv) the cause of bankruptcy.

Due to the structural features and collateral coverage of the DIP
Facility, it is expected that the assets securing the DIP Facility
shall be sold well prior to the November 2013 maturity and that
the sale proceeds will be sufficient to repay the DIP Facility.
However, given the complexity and the potentially contentious
nature of the ResCap bankruptcy, it is Moody's opinion that there
is more than a moderate level of risk that an asset sale may be
delayed beyond the November 2013 maturity date. Therefore, while
the collateral coverage and advance rates potentially support a
low Baa rating on DIP Term Loan A-1, the uncertainty of the timing
of the asset sale limits the rating of the DIP Term Loan to Ba1.
The two notch lower rating of DIP Term Loan A-2 versus the A-1
tranche reflects the small proportion and junior position of the
A-2 tranche in comparison to the overall DIP Facility that lead to
a higher probability of default and a lower recovery given
default.

On May 15, 2012, the bankruptcy court approved the execution of
the DIP Facility in its interim debtor-in-possession order,
granting the DIP lenders a super priority claim over certain
ResCap assets pursuant to Section 364 of the US Bankruptcy Code.
The DIP Facility is scheduled to mature on November 18, 2013.

Ratings assigned:

$1,050 million DIP Term Loan A-1 -- Ba1

$200 million DIP Term Loan A-2 -- Ba3

Moody's withdrew all of the previous ratings for ResCap on
June 5, 2012 following its Chapter 11 bankruptcy filing.

The ratings on the DIP Facility are being assigned on a "point-in-
time" basis and will not be monitored going forward. Therefore no
outlook is assigned to the ratings and the ratings will be
withdrawn shortly.

The primary factors underlying the ratings are the strong
collateral coverage and structural features of the DIP Facility.
Concurrent with the Chapter 11 filing, ResCap filed two asset
purchase agreements with the bankruptcy court, one with Ally
Financial for certain mortgage loans and one with Nationstar
Mortgage for ResCap's servicing and origination platforms.

The DIP Facility has a first lien security interest in certain
residential mortgage loans, servicer advances, and certain
restricted cash. The Term Loan A-1 advance rates are comparable to
Baa rated securitizations and the Term Loan A-2 advance rates are
comparable to Ba rated securitizations. The advance rates for the
A-1 term loan are 50% of the marked-to-market value of the
residential loans, 90% of the book value of the servicer advances
and 100% of the restricted cash; the advance rates for the A-2
term loans are 75%, 95% and 100% respectively. The term loan A-1
has payment priority over term loan A-2. Without paying off the
DIP Facility in full, ResCap is prohibited from selling more than
$25 million of the 1st lien collateral.

In addition, to the 1st lien collateral, the DIP Facility also
benefits from a second lien in additional collateral consisting of
other residential mortgage loans, the majority of which are either
FHA or VA insured, mortgage servicer rights, as well as servicer
advances ("Additional Collateral").

The existence of the asset purchase agreements along with the
structural features of the DIP provide comfort that an asset sale
should be completed well prior to the term loans' November 2013
maturity. Structural features include certain events of default
such as providing the DIP lenders the ability to sell the 1st lien
collateral if the court has not approved the sale of the 1st lien
collateral by February 15, 2013 or if the sale of the 1st lien
collateral has not closed by April 15, 2013.

The DIP credit agreement also contains several financial
covenants: i) a required budget subject to aggregate variances on
receipts and disbursements (excluding servicer advances) of 20%
measured every four calendar weeks; ii) the DIP borrowers shall at
all times maintain minimum liquidity of $50,00,000; iii) the
minimum liquidity of ResCap, on a consolidated basis with its
subsidiaries (including the DIP borrowers), shall not be (i) less
than $250,000,000 in the aggregate for four consecutive business
days or (ii) less than $75,000,000 in the aggregate at any time.

Due to the structural features of the DIP Facility, it is expected
that the assets securing the DIP Facility shall be sold late this
year or early next year well prior to the November 2013 maturity
of the DIP Facility. Due to the strong collateral coverage, it is
expected that the sale proceeds will be sufficient to repay the
DIP Facility. However, given the complexity and the potentially
contentious nature of the ResCap bankruptcy, it is Moody's opinion
that there is more than a moderate level of risk that an asset
sale may be delayed beyond the November 2013 maturity date.
Therefore, while the collateral coverage and advance rates
potentially support a low Baa rating on DIP Term Loan A-1, the
uncertainty of the timing of the asset sale limits the rating of
the DIP Term Loan to Ba1.

The ratio of the DIP Facility's face value to the ResCap's pre-
petition debt is approximately 24% for the Term Loan A-1
(including a $200 million revolver which has not yet been drawn or
granted DIP status), and 28% overall. Moody's views the size of
the overall DIP Facility as a percentage of the pre-petition debt
as reasonable. The DIP Facility repaid the company's servicer
advance securitization facility and its whole loan repurchase
facility and will be used to fund post-petition servicer advances
and provide financing for other corporate needs, in accordance
with an approved budget.

The bankruptcy will provide ResCap time to wind down its affairs
and allow its parent Ally the opportunity to focus on its core
auto lending business. With respect to the DIP Facility, the key
aspect of the bankruptcy is selling the assets securing the DIP
Facility. ResCap intends to implement such asset sales as part of
a comprehensive plan of reorganization. In the event that ResCap
does not obtain plan confirmation by October 15, 2012, ResCap will
pursue selling the assets through a section 363 assets sale.

The principal methodology used in this rating was Debtor-In-
Possession Lending published in March 2009.


RESIDENTIAL CAPITAL: S&P Rates $1.45 Billion DIP Loan 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
U.S.-based Residential Capital LLC's (ResCap) $1.45 billion
debtor-in-possession (DIP) credit facilities, comprising $1.25
billion of term loan facilities (a $1.05 billion first out loan
and a $200 million second out loan) and a $200 million revolving
credit facility. The long-term corporate credit rating on the
company is 'D' (default). On May 14, 2012, ResCap filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code.

"The 'BB' rating on the loan primarily reflects Standard & Poor's
view of the likelihood of ResCap repaying the DIP facilities in
full through the sales of its origination and servicing business
and specified financial assets (either pursuant to a plan of
reorganization or Section 363 of the bankruptcy code) under
Chapter 11. Our 'BB' rating incorporates two notches worth of
enhancement based on our assessment of the recovery value of the
assets securing the DIP facilities in the event that a Chapter 7-
type liquidation becomes necessary. The DIP loan rating is a
point-in-time rating, and accordingly, is effective only for the
date of this report. Moreover, we base our point-in-time rating on
various assumptions that we outline further in this report. We
will withdraw the rating shortly after publication of this report
and Standard & Poor's will not review, modify, or provide ongoing
surveillance of the rating," S&P said.

"The DIP facilities are guaranteed by ResCap's direct and indirect
domestic subsidiaries. The facilities have a first-priority
security interest in designated restricted cash accounts, mortgage
servicer advances, and a portfolio of held-for-sale loans. They
also have a second-priority lien on collateral pledged to secure
other debt instruments, including mortgage servicing rights, a
separate whole loan portfolio, and various other receivables," S&P
said.

"The DIP facilities constitute super-priority administrative
expense claims. ResCap received authorization for up to $1.25
billion of DIP facility borrowings under an interim order from the
bankruptcy court dated May 15, 2012. We understand that a hearing
on the final order is scheduled for June 18, 2012. Our analysis
and rating reflect our assumption that the full amount of the DIP
facilities will be approved pursuant to a final order on
substantially the same terms as the interim order," S&P said.

"Availability under the revolver is governed by a borrowing base
test and a collateral amount test. The borrowing base consists of
100% of restricted cash, 90% of book value of servicer advances,
and up to 50% of the market value of whole loans and real estate,
less certain reserves. Availability is a function of the borrowing
base less amounts outstanding under the $1.05 billion first-out
term loan and $200 million revolver. The collateral amount
consists of 100% of restricted cash, 95% of mortgage advances, and
75% of the market value of whole loans and real estate, less
certain reserves, with availability defined in reference to the
collateral amount less outstandings under the revolver and both
term loans," S&P said.

"Financial covenants include minimum DIP liquidity of $50 million,
and requirements to maintain unrestricted cash of at least $75
million at any time, or no less than $250 million for any four
consecutive days," S&P said.

"ResCap's planned Chapter 11 process is focused primarily on asset
sales rather than on a more traditional reorganization and
emergence from bankruptcy, although we note that this process is
structured to preserve the going concern value of its core
origination and servicing business. In our view, this approach
reflects an effort to maximize the value of key assets and
operations in a timely manner by selling them free and clear of
potentially substantial claims and associated delays related to
litigation over representations and warranties and the performance
of mortgage-backed securities primarily issued from 2004-2008. In
contrast to a nonfinancial corporation, ResCap's core assets (its
mortgage origination and servicing platform and various other
assets) are largely embodied in financial assets with more readily
ascertainable market values," S&P said.

"ResCap has entered into asset purchase agreements (APAs) with
parent Ally Financial Inc. (B+/Positive/C) and with NationStar
Mortgage LLC (NationStar; B+/Stable/--), a nonbank participant in
the mortgage origination and servicing sector. The NationStar APA
contemplates the sale of ResCap's mortgage origination and
servicing business and related assets for about $2.4 billion
(subject to adjustment on the basis of the purchase price
formula). The Ally APA has expected proceeds of approximately $1.6
billion (subject to adjustment on the basis of the purchase price
formula), and primarily encompasses ResCap's held-for-sale loan
portfolio. A majority of the assets subject to the two APAs are
pledged on a first- or second-lien basis as DIP loan collateral,"
S&P said.

"The DIP credit agreement requires that DIP lenders be repaid from
the proceeds of these asset sales, whether those sales occur under
a Chapter 11 plan of reorganization or (failing that) under
Section 363 of the bankruptcy code. The NationStar and ResCap APAs
serve as 'stalking-horse bids,' suggesting the potential for these
assets to be sold for more than what NationStar and Ally have
agreed to pay under the APAs. We understand that the primary
purpose of the DIP financing is to enable ResCap to maintain its
origination and servicing business pending the contemplated asset
sales," S&P said.

"ResCap will likely propose a plan of reorganization that would
resolve mortgage-related litigation claims against it and Ally. We
note that using the bankruptcy process to resolve such liabilities
is common for bankrupt entities, but extending this to related
entities that are not debtors in the proceeding (in this case
parent company Ally) is likely to be controversial, in our view.
Although no plan has yet been filed, we understand that ResCap has
received indications of support from certain of its debtholders
and litigation claimants for the basic terms of a proposed plan.
However, based on motions filed to date by various creditors and
claimants, including a motion for the appointment of an examiner
to investigate certain pre-petition and proposed post-petition
transactions, Standard & Poor's expects that the extent of
liability on the part of Ally for ResCap's obligations and the
adequacy of its proposed consideration for the release of these
obligations will be disputed over the course of the bankruptcy
process. At the same time, our expectation is that process
participants share an interest in maximizing the realization of
value from ResCap's assets. Accordingly, Standard & Poor's expects
that creditor motions might have some effect on the timing of the
ResCap asset sales. We also note that DIP ratings do not
constitute an opinion on whether DIP lenders can expect to be
repaid in strict accordance with the deadlines and payment dates
envisioned by the credit agreement," S&P said.

"To arrive at an opinion on the likelihood that a DIP loan will be
repaid in full through a plan of reorganization (or, as could
occur in ResCap's case, Section 363 asset sales), we assess key
aspects of a Chapter 11 debtor's credit risk profile, including
industry risk, the company's business position, and the potential
impact of the bankruptcy itself on the company's credit profile.
Based on our view of the mortgage servicing sector, ResCap's
operational capabilities and market position, as well as potential
implications of the Chapter 11 process, our DIP rating
incorporates a 'B+' assessment of the likelihood that DIP lenders
will be repaid through the contemplated sales of the assets under
a plan of reorganization or pursuant to Section 363. This
evaluation considers the risk that potential delays in executing
the asset sales in a timely manner would negatively affect the
credit profile of the mortgage origination and servicing business,
and that a certain degree of execution risk surrounds the plan of
the reorganization/Section 363 sale process as contemplated," S&P
said.

"As part of our DIP loan rating analysis, we assessed the DIP
lenders' prospects for full recovery through a liquidation of the
collateral securing the DIP facilities in the event that becomes
necessary. This analysis recognizes the potential for some stress
on asset values due to changes in mortgage sector and general
market conditions. We assume the DIP facilities would be fully
drawn," S&P said.

"Based on our analysis, we are of the view that the net realizable
value of the collateral (net of our estimates for administrative
and liquidation costs and potential priority claims against
second-lien assets) substantially exceeds the amount of the DIP
facilities. Given the level of overcollateralization that our
analysis contemplates, we applied a two-notch enhancement (the
maximum achievable under our DIP ratings framework) to our
underlying risk assessment of 'B+', which results in an overall
DIP facility rating of 'BB'," S&P said.

RATINGS LIST

Residential Capital LLC
Corporate credit rating     D/--/--

Rating Assigned

$1.05 billion senior secured
Debtor-in-Possession term loan A-1                   BB

$200 million senior secured
Debtor-in-Possession term loan A-2                   BB

$200 million revolving credit facility               BB

D-Default.


ROOMSTORE INC: To Sell Remaining Stores, Proposes Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RoomStore Inc. filed a Chapter 11 plan last week
along with papers to sell the remaining 29 stores and their
inventory.  A hearing to consider approving auction procedures was
set for June 13.  If the judge agrees, liquidators can submit bids
by June 19, followed by an auction and hearing both on June 26 for
approval of the sale.

According to the report, RoomStore says that liquidation of the
inventory and remaining assets will generate sufficient cash to
pay secured and unsecured creditors in full.  The plan will
preserve the company's corporate existence and stockholders'
interests along with the ability to utilize tax losses and thus
offset gains from the sale of assets.  The proposed disclosure
statement explaining the plan says there is a "reasonable
likelihood" that shareholders eventually may receive some
distribution.  The plan says that unsecured creditors will recover
as much as 20% less than full payment to compensate for the
preservation of tax benefits, without which their return would be
smaller.

                       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.


ROTO ACQUISITION: S&P Rates Corporate Credit 'B' on High Leverage
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to St. Bonifacius, Minn.-based Roto Acquisition
Corp.

"At the same time, Standard & Poor's assigned its 'B' issue rating
(the same as the corporate credit rating) to the company's
proposed $405 million senior secured credit facility. The recovery
rating is '3', indicating our expectation of meaningful (50% to
70%) recovery in a payment default scenario. The facility includes
a $50 million revolver, which will be undrawn at close, and a $355
million first-lien term loan. Proceeds from the term loan and $195
million in proposed senior unsecured notes (unrated) will be used
to fund the acquisition," S&P said.

"The ratings reflect our assessment of Roto's business risk
profile as 'weak,' characterized by limited scale and scope,
geographic concentration, and a leading market position in the
niche liquid and dry material storage tank industry," said
Standard & Poor's credit analyst Sarah Wyeth.

"The outlook is stable. 'Increasing demand for fertilizers and
other liquids stored in Roto's tanks and the company's good
operating margins through the recent recession support the
ratings," Ms. Wyeth said.

"Roto's financial risk profile is 'highly leveraged.' Standard &
Poor's expects the company to continue to generate modest but
consistent free cash flow, which should enable it to reduce
leverage--defined as total debt (adjusted for operating leases and
other debt-like obligations) to EBITDA--to less than 6x by the
first half of 2013," S&P said.

Roto is an entity formed for the purpose of private-equity sponsor
Leonard Green & Partners' acquisition of Tank Holding Corp. Tank
was formed in 2008 upon the consolidation of the two market
leaders, Snyder Industries Inc. and Norwesco Inc., in the somewhat
competitive market for polyethylene and steel storage tanks. Roto
serves cyclical end markets including the agriculture, industrial,
chemical, and waste and water sectors.


SAVERS INC: Moody's Assigns 'B2' CFR/PDR, Rates Bank Loan 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned Corporate Family and
Probability of Default Ratings of B2 to thrift store retailer
Savers, Inc. ("Savers," initially "S-Merger Corp.") following the
announcement of its $1.7 billion leveraged buyout. S-Merger Corp.
is an acquisition vehicle that will be merged with and into Savers
upon closing of the transaction, with Savers being the surviving
entity and obligor under the new capital structure. Moody's also
assigned a Ba3 rating to the company's proposed $730 million first
lien credit facility consisting of a $655 million term loan and a
$75 million revolver. The outlook is stable.

Proceeds from the proposed term loan and $295 million of unsecured
notes (unrated by Moody's) along with a $764 million common equity
infusion (from Leonard Green & Partners, L.P. and TPG Capital in
partnership with Savers' chairman Thomas Ellison and management)
will be used to fund the acquisition of Savers from Freeman Spogli
& Co. In addition, Moody's expects the company to have minor
drawings under the proposed $75 million revolver at closing. The
ratings of predecessor company Savers, Inc., including the B1 CFR
and the Ba3 rating of the existing senior secured credit facility,
will be withdrawn upon closing of the transaction and repayment of
existing debt.

"The LBO will increase Savers' debt leverage considerably," stated
Moody's analyst Mariko Semetko. The company's debt balance will
rise by approximately $530 million, and as a result, Savers' pro
forma debt/EBITDA will be high initially at about 7.1 times
(including Moody's standard analytical adjustments). However,
leverage is not likely to stay elevated. "Given the company's
history of consistent sales and earnings growth and cash
generation, we believe credit metrics will improve steadily in the
near term," added Semetko. Moody's also expects Savers to maintain
good near-term liquidity given its $75 million revolver, expected
cash flow generation, and modest cash balances.

The ratings are contingent upon the receipt and review of final
documentation.

The following ratings of S-Merger Corp. have been assigned:

- Corporate Family Rating of B2

- Probability of Default Rating of B2

- Proposed $75 million first lien revolving credit facility due
   2017 at Ba3 (LGD3, 30%)

- Proposed $655 million first lien term loan due 2019 at Ba3
   (LGD3, 30%)

The following ratings of predecessor Savers, Inc. will be
withdrawn upon consummation of the LBO:

- Corporate Family Rating of B1

- Probability of Default Rating of B2

- $428 million Senior Secured Term Loan due 2017 at Ba3 (LGD2,
   26%)

- $40 million Senior Secured Revolving Credit Facility due 2015
   at Ba3 (LGD2, 26%)

Ratings Rationale

The B2 Corporate Family Rating of S-Merger Corp. (to be merged
with and into Savers, Inc.) reflects the company's high financial
leverage and modest scale, as well as the high degree of
competition in the off-price retail segment. Pro forma leverage
for the twelve month period ended March 31, 2012 is estimated to
be approximately 7.1 times. However, given the company's
consistent same store sales growth, proven resilience throughout
economic cycles, limited seasonality and low fashion risk, Savers
is better positioned to manage the high debt load than some of its
more volatile retail peers. The rating also benefits from Savers'
good liquidity.

The Ba3 ratings on the proposed $655 million term loan and the
proposed $75 million revolving credit facility reflect their first
priority lien on substantially all domestic assets of the company
and upstream guarantees by all existing and future indirect wholly
owned subsidiaries. The ratings also benefit from the loss
absorption provided by the $295 million senior unsecured notes due
June 2022 (unrated by Moody's).

The stable outlook reflects Moody's expectations for high-single
to low-double-digit revenue growth driven by a combination of
continued same store sales increases and new store openings.
Moody's anticipates that Savers will generate moderate levels of
free cash flow and maintain good liquidity.

Savers' ratings could be downgraded if the company does not make
progress towards reducing debt/EBITDA below 7.0 times or does not
maintain EBITA/interest expense above 1.25 times. Further,
negative ratings pressure would rise if financial policies become
aggressive or if liquidity deteriorates for any reason.

An upgrade is unlikely in the near term and would require
debt/EBITDA sustained below 5.5 times and EBITA/interest expense
above 2.0 times while demonstrating a willingness to maintain a
conservative financial policy, including the use of free cash flow
for debt reduction.

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

Headquartered in Bellevue, Washington, Savers, Inc. (Savers)
operates about 280 for-profit thrift stores in the United States,
Canada, and Australia under the Savers, Value Village, and Village
des Valeurs banners. Revenues for the last 12 months through March
31, 2012 were about $1 billion. Upon consummation of the LBO
transaction, S-Merger Corp. will merge with and into Savers, Inc.


SIAG AERISYN: Hires Samples Jennings as Chapter 11 Counsel
----------------------------------------------------------
SIAG Aerisyn, LLC, obtained permission from the U.S. Bankruptcy
Court for the Eastern District of Tennessee to employ Samples,
Jennings, Ray & Clem, PLLC, to represent it in the Chapter 11
proceeding.

As reported by the Troubled Company Reporter on April 10, 2012,
Samples Jennings' services will be primarily performed by Thomas
E. Ray, Esq., who has over 35 years of experience in bankruptcy
matters including complex chapter 11 matters.

                        About SIAG Aerisyn

SIAG Aerisyn LLC, aka Aerisyn LLC, filed a Chapter 11 petition
(Bankr. E.D. Tenn. Case No. 12-11705) on April 2, 2012 in its
hometown in Chattanooga, Tennessee.  The Debtor manufactures wind
towers essential for wind turbines as alternative energy sources.
The plant is located in Chattanooga, employing roughly 84 persons.

Judge Shelley D. Rucker presides over the case.  The Debtor
estimated up to $50 million in assets and debts.


SIAG AERISYN: Taps Horton Ballard as Counsel in Siskin Lawsuit
--------------------------------------------------------------
SIAG Aerisyn, LLC, sought and obtained authorization from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to employ
William H. Horton, a member of Horton, Ballard & Pemerton, PLLC,
as special counsel.

Prior to the filing of the Chapter 11 proceeding on April 2, 2012,
Horton Ballard has represented the Debtor with regard to a lawsuit
filed against it in Hamilton County Chancery Court, Siskin Steel &
Supply Company, Inc. v. SIAG Aerisyn, LLC, Case Number 11-0447.
The Debtor asserted a counterclaim in the lawsuit for damages in
excess of $1 million.  At the time of filing the proceeding, the
Debtor was indebted to Horton Ballard in the amount of $9,639.65.

The Debtor is in need of the continuing services of Horton Ballard
to pursue the counterclaim and other matters related to the claim
of Siskin Steel.  All fees will be based upon the hourly rates as
charged to the Debtor prior to the bankruptcy proceeding for the
various services rendered by the various members of Horton
Ballard.

Mr. Horton can be reached at:

           Horton, Ballard & Pemerton
           The James Building
           735 Broad Street Suite 306
           Chattanooga, Tennessee 37402
           Tel: (423) 826-2640

                        About SIAG Aerisyn

SIAG Aerisyn LLC, aka Aerisyn LLC, filed a Chapter 11 petition
(Bankr. E.D. Tenn. Case No. 12-11705) on April 2, 2012 in its
hometown in Chattanooga, Tennessee.  The Debtor manufactures wind
towers essential for wind turbines as alternative energy sources.
The plant is located in Chattanooga, employing roughly 84 persons.

Judge Shelley D. Rucker presides over the case.  Samples,
Jennings, Ray & Clem, PLLC, represents the Debtor as counsel.  The
Debtor estimated up to $50 million in assets and debts.


SIAG AERISYN: Wants to Hire Wormser Kiely as Special Counsel
------------------------------------------------------------
SIAG Aerisyn, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to employ
Wormser, Kiely, Galef & Jacobs, LLP, as special counsel.

Prior to the filing of the Chapter 11 proceeding, Wormser Kiely
has represented the Debtor with regard to corporate matters,
financing, interfacing with the Debtor's parent company in Germany
which is a substantial creditor, arranging international letters
of credit and financing, personnel matters including matters under
the applicable collective bargaining agreement, and immigration
issues for visas for key personnel, among other routine non-
bankruptcy and non-litigation matters.

At the time of filing the proceeding, the Debtor was indebted to
Wormser Kiely in the amount of $24,329.47.  The Debtor paid to
Wormser Kiely the sum of $133,807.11 within 90 days of filing of
the bankruptcy proceeding for legal services rendered.  Wormser
Kiely will have no responsibility with regard to claims allowed or
the determination and recovery of preferential transfers or the
general representation of the Debtor in bankruptcy matters.

The Debtor is in need of the continuing services of Wormser Kiely.
Fees will be based upon the hourly rates as charged to the Debtor
prior to the bankruptcy proceeding for the various services
rendered by the various members of the firm.

Wormser Kiely can be reached at:

           Wormser Kiely Galef & Jacobs LLP
           825 Third Avenue
           New York, NY 10022

                        About SIAG Aerisyn

SIAG Aerisyn LLC, aka Aerisyn LLC, filed a Chapter 11 petition
(Bankr. E.D. Tenn. Case No. 12-11705) on April 2, 2012 in its
hometown in Chattanooga, Tennessee.  The Debtor manufactures wind
towers essential for wind turbines as alternative energy sources.
The plant is located in Chattanooga, employing roughly 84 persons.

Judge Shelley D. Rucker presides over the case.  Samples,
Jennings, Ray & Clem, PLLC, represents the Debtor as counsel.  The
Debtor estimated up to $50 million in assets and debts.


SIAG AERISYN: Taps Cincinnati Industrial as Appraiser
-----------------------------------------------------
SIAG Aerisyn, LLC, sought and obtained authorization from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to employ
Jerome Luggen of Cincinnati Industrial Auctioneers, Inc., for the
purposes of appraising the equipment owned by the Debtor.

The Debtor is in the business of manufacturing towers for wind
turbines supplied as alternative energy sources.  The Debtor has a
range of technical equipment.  Mr. Luggen and Cincinnati
Industrial will conduct a fair market value appraisal of the
Debtor's equipment at a price not to exceed $15,000.

The Debtor has no prior connections with Cincinnati Industrial,
and, to the best of the Debtor's knowledge, neither does any
employee of the Trustee's office, any of the creditors nor any
other party of interest.

Cincinnati Industrial can be reached at:

           Cincinnati Industrial Auctioneers
           2020 Dunlap Street
           Cincinnati, OH 45214
           Tel: (513) 241-9701
           Toll Free: (800) 497-9701
           Fax: (513) 241-6760
           E-mail: info@cia-auction.com


SENTINEL MANAGEMENT: Executives Indicted on Fraud Charges
---------------------------------------------------------
Doug Cameron at Dow Jones' Daily Bankruptcy Review reports that
prosecutors indicted two former executives at Sentinel Management
Group Inc. on federal fraud charges, almost five years after the
collapse of the small asset manager rattled Chicago futures
markets.

                    About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represent the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed a plan of liquidation for Sentinel on
Dec. 15, 2008, and Mr. Grede is managing the liquidation.


SMF ENERGY: Hires Shutts & Bowen as Special Collections Counsel
---------------------------------------------------------------
SMF Energy Corporation asks the U.S. Bankruptcy Court for
permission to employ Harold E. Patricoff, Esq. and the Law Firm of
Shutts & Bowen, LLP as special collections counsel.

The firm's rates are:

   Professional                          Rates
   ------------                          -----
   Harold E. Patricoff (Partner)          $435
   Marcela Lozano (Associate)             $250
   Vivian Bauza (Associate)               $210
   Martha Ferral (Paralegal)              $185
   Daniela Azeredo (Paralegal Assistant)   $50

Harold E. Patricoff, Esq., attests the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A. shut
off access to a revolving credit loan and declared a default.  The
bank is owed $11.2 million, including $8 million on a revolving
credit secured by all assets.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.

Soneet Kapila of Kapila & Company, who was appointed by the
Company as its Chief Restructuring Officer on March 22, 2012,
signed the petition.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.


SMF ENERGY: Gets Final Approval to Employ Kapila & Company
----------------------------------------------------------
SMF Energy Corporation and three of its subsidiaries and
affiliates sought and obtained approval to employ Kapila & Company
as restructuring advisors on the terms set forth in the Engagement
Letter entered into March 20, 2012; and designate Soneet R. Kapila
as Chief Restructuring Officer.

Kapila & Company professionals working on the case will be paid at
these hourly rates:

   Soneet R. Kapila   $500
   Melissa Davis      $350
   Joseph Gillis      $270
   Adam Jackson       $230

In addition, the standard hourly rate for other Kapila & Company
accounting and consulting personnel to support the CRO in carrying
out the services needed to manage the Debtors' cases range are
between $100 and $400 per hour.

Kapila & Company attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A. shut
off access to a revolving credit loan and declared a default.  The
bank is owed $11.2 million, including $8 million on a revolving
credit secured by all assets.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.

Soneet Kapila of Kapila & Company, who was appointed by the
Company as its Chief Restructuring Officer on March 22, 2012,
signed the petition.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.


SMF ENERGY: Hires De La Hoz & Associates as Tax Accountants
-----------------------------------------------------------
SMF Energy Corporation asks permission from the U.S. Bankruptcy
Court to employ Jorge De La Hoz and De La Hoz & Associates, P.A.
as Tax Accountants.

Jorge De La Hoz attests that the firm is a "disinterested person"
as the term  is defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

   Personnel                Rates
   ---------                -----
  Jorge De La Hoz          $240/hr
  Cristina Perez           $235/hr
  Christopher Sierra       $110/hr
  Miriam Jaime              $65/hr

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A. shut
off access to a revolving credit loan and declared a default.  The
bank is owed $11.2 million, including $8 million on a revolving
credit secured by all assets.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.

Soneet Kapila of Kapila & Company, who was appointed by the
Company as its Chief Restructuring Officer on March 22, 2012,
signed the petition.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.


SOUTHPOINT DEVELOPMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Southpoint Development Group, LLC
        700 Mill Creek Road
        Jacksonville, FL 32211

Bankruptcy Case No.: 12-03864

Chapter 11 Petition Date: June 8, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Brett A Mearkle, Esq.
                  LAW OFFICE OF BRETT A. MEARKLE, P.A.
                  8777 San Jose Boulevard, Suite 801
                  Jacksonville, FL 32217
                  Tel: (904) 352-1342
                  Fax: (904) 352-1814
                  E-mail: bmearkle@mearklelaw.com

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

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

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

The petition was signed by Eugene Paly, managing member.


SUNSTATE EQUIPMENT: S&P Affirms 'B-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its long-term rating
outlook on Phoenix, Ariz.-based Sunstate Equipment Co. LLC to
positive from stable. "At the same time, we affirmed our ratings
on the company, including the 'B-' corporate credit rating," S&P
said.

"The outlook revision reflects improvement in Sunstate's credit
metrics, which exceed ratios comparable for the current rating,"
said Standard & Poor's credit analyst John Sico. "Conditions in
the equipment rental sector continue to improve, though
construction spending remains low, and we expect Sunstate's
operating performance to improve gradually."

"The ratings on Sunstate reflect Standard & Poor's assessment of
the company's 'weak' business risk profile. The company is a
regional operator in the highly fragmented and competitive
construction equipment rental industry. The ratings also reflect
its limited diversity, capital-intensive equipment purchases,
high leverage, and somewhat limited financial flexibility.
Sunstate's good regional presence in the southwestern U.S., focus
on customer service, and good EBITDA margin temper its
weaknesses," S&P said.

"The equipment rental industry is cyclical. Conditions in the
industry have been weak but are showing improvement given strong
preference for renting equipment in the stable industrial markets
and in the tough construction markets," S&P said.

"Sunstate and other equipment rental companies have seen an
increase in volumes, which we attribute to contractors and
industrial customers relying more on rentals, rather than
purchasing their own equipment, because of the limited number of
projects and uncertainty on future projects," Mr. Sico said.
"Although our economists expect that real, private, nonresidential
construction spending will be flat in 2012, we expect that rental
markets will continue to outpace nonresidential construction
spending."

"Standard & Poor's could raise the ratings on Sunstate by one
notch if we see continued improvement in the next six to nine
months and discipline on capital spending," S&P said.


T SORRENTO: Wants to Hire Marquis Aurbach as Bankruptcy Counsel
---------------------------------------------------------------
T Sorrento, Inc., seeks permission from the U.S. Bankruptcy Court
for the District of Nevada to employ Marquis Aurbach Coffing as
attorney, effective April 2, 2012.

Marquis Aurbach will, among other things, represent the Debtor in
all proceedings before the Court or other courts with jurisdiction
over the Chapter 11 case, for these hourly rates:

           Attorney                      $450
           Law Clerk/Paralegal           $175
           Legal Assistants               $70

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

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-13907) in Las Vegas on April 2, 2012.
T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  The Debtor said it owns almost 60
acres of properties in Farmers Branch, Texas.  The Debtor is a
wholly-owned subsidiary of Transcontinental Realty Investors,
Inc., a Nevada corporation.

Judge Bruce A. Markell presides over the case.


T SORRENTO: Creditor Wants Case Transferred to Texas
----------------------------------------------------
RMR Investments, Inc., asks the U.S. Bankruptcy Court for the
District of Nevada to transfer the bankruptcy case venue to the
Northern District of Texas, Dallas Division, from the District of
Nevada.

The Debtor's principal office and principal place of business are
located in Dallas, Texas, and the mailing address for each of the
Debtor's officers is also located in Dallas, Texas.  Mark E.
Andrews, at Cox Smith Matthews Incorporated, the attorney for RMR,
says that the only assets in the Debtor's bankruptcy estate are
parcels of real property in Dallas County, Texas, which is located
within the Northern District of Texas.  The Debtor's principal
place of business, principal office, and books and records are
located in Dallas, Texas.  The Debtor's amended creditor matrix,
as filed on May 14, 2012, lists 25 creditors, of which 16 are
located in Texas, one is located in Oklahoma, and only five are
located in Nevada (including Debtor's counsel, the U.S. Trustee,
and three Nevada governmental agencies), according to Mr. Andrews.

Mr. Andrews states that the Debtor and RMR are likely to employ
property valuation experts who will be based in or near Dallas
County, Texas.  Mr. Andrews says, "Transferring the bankruptcy
case to the Northern District of Texas, Dallas Division, will
promote the efficient and economic administration of the estate,
will save creditors and representatives of the Debtor travel
costs, and will allow proceedings (including future potential
liquidation proceedings) to occur within a short distance from the
Properties."  Mr. Andrews adds that transferring the case to the
Northern District of Texas, Dallas Division, would promote the
efficient administration of the Debtor's bankruptcy estate by
limiting extra costs and expenses for interested parties
associated with travel to and litigation in a venue a significant
distance from the location of the parties, the Properties, and the
documents pertinent to the case.

"The Debtor's connection to the District of Nevada, however, is
tenuous at best.  While the Debtor is organized as a Nevada
limited liability company, the Debtor has no known presence in or
other contacts to the state," Mr. Andrews relates.

According to Mr. Andrews, transferring venue will also promote
judicial economy because the bankruptcy court in the Northern
District of Texas, Dallas Division, already has ample background
knowledge with regard to the vacant land properties of the
Debtor's parent, Transcontinental Realty Investors, Inc.; the FRE
Real Estate, Inc. bankruptcy case; and other previous bankruptcy
cases filed by entities related to the Debtor and
Transcontinental.  Mr. Andrews says that considering the
Transcontinental properties were previously subject to bankruptcy
proceedings in the Dallas Division of the Northern District of
Texas, the district has an interest in addressing and deciding
controversies related to the properties within the district's
borders.

The Court has set a hearing for June 19, 2012, at 10:00 a.m. on
RMR's request to transfer case.

RMR is represented by:

           Cox Smith Matthews Incorporated
           Stephen K. Lecholop
           E-mail: slecholop@coxsmith.com
           Mark E. Andrews
           E-mail: mandrews@coxsmith.com
           1201 Elm Street, Suite 3300
           Dallas, Texas 75270
           Tel: (214) 698-7800
           Fax: (214) 698-7899

                   and

           James Patrick Shea
           E-mail: jshea@sheacarlyon.com
           Shea & Carlyon, Ltd.
           701 Bridger, Suite 850
           Las Vegas NV 89101
           Tel: (702) 471-7432
           Fax: (702) 471-7435

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-13907) in Las Vegas on April 2, 2012.
T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  The Debtor said it owns almost 60
acres of properties in Farmers Branch, Texas.  The Debtor is a
wholly-owned subsidiary of Transcontinental Realty Investors,
Inc., a Nevada corporation.

Zachariah Larson, Esq., at Marquis Aurbach Coffing, serves as the
Debtor's bankruptcy counsel.  Judge Bruce A. Markell presides over
the case.


T-L BRYWOOD: Can Employ Burke Warren as Special Counsel
-------------------------------------------------------
Judge Donald R. Cassling of the Bankruptcy Court for the Northern
District of Illinois authorized T-L Brywood LLC to employ Jeffrey
D. Warren of Burke Warren MacKay & Serritella PC as its special
counsel to:

     A. negotiate and prepare commercial leases, lease
        modifications, lease renewals and lease extensions;

     B. provide advice and assistance with respect to property
        management matters including, but not limited to, vendor
        and service contracts, construction agreements for
        redevelopment and tenant improvements;

     C. negotiate and prepare easement agreements relating to
        the several "outlots" at the Property;

     D. provide advice and assistance with respect to zoning and
        use restrictions involving the Property and its tenants;

     E. complete the required quarterly and annual general
        corporate services required of a Delaware limited
        liability company;

     F. advise the Debtor with respect to its obligations to its
        members and investors as required under the Debtor's
        Operating Agreement and general corporate law; and

     G. assist the Debtor and its Counsel with the formulation
        and implementation of an exit strategy from the
        Chapter 11 case.

Prior to the Chapter 11 filing, the firm was paid $60,000 as an
advance payment retainer for its representation of the Debtor in
the bankruptcy case.

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

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12 , 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor listed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


T-L BRYWOOD: Can Retain Crane Heyman as Bankruptcy Attorney
-----------------------------------------------------------
Judge Donald R. Cassling of the Bankruptcy Court for the Northern
District of Illinois authorized T-L Brywood LLC to employ David K.
Welch, Arthur G. Simon and Jeffrey C. Dan and the law firm of
Crane, Heyman, Simon, Welch & Clar as its attorneys in the
bankruptcy case.

The Debtor has selected the firm because it has considerable
experience in matters of this nature and is well qualified to
perform the services as required in the case.

It is necessary for the Debtor to employ counsel to render these
professional services:

     A. To prepare necessary applications, motions, answers,
        orders, adversary proceedings, reports and other legal
        papers;

     B. To provide the Debtor with legal advice with respect to
        its rights and duties involving its property as well as
        its reorganization efforts;

     C. To appear in court and to litigate whenever necessary; and

     D. To perform any and all other legal services that may be
        required from time to time in the ordinary course of the
        Debtor's business during the administration of this
        bankruptcy case.

Prior to the Chapter 11 filing, the firm was paid $75,000 as an
advance payment retainer for its representation of the Debtor in
this bankruptcy case.

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

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12 , 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor listed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


T-L BRYWOOD: Files Schedules of Assets & Liabilities
----------------------------------------------------
T-L Brywood LLC filed with the U.S. Bankruptcy Court for the
Northern District of Illinois its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property                $15,500,000
  B. Personal Property               $156,257
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                 $11,783,433
  E. Creditors Holding
     Unsecured Priority
     Claims                                                  $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $2,187,190
                                 -----------        -----------
        TOTAL                    $16,666,257        $13,970,622

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

           http://bankrupt.com/misc/T-L_BRYWOOD_sal.pdf

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12 , 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor listed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


TAYLOR BEAN: Judge Drops BoA's $1.75BB Suit Over Ocala Collapse
---------------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that a federal judge dismissed Bank of America Corp.'s lawsuit
against units of Deutsche Bank AG and BNP Paribas SA, a win for
the two foreign banks in their $1.75 billion dispute over losses
suffered when a subsidiary of disgraced mortgage lender Taylor
Bean & Whitaker Mortgage Corp. collapsed.

                         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.


THOMAS J. HOPKINS: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Thomas J. Hopkins PH.D., M.D., AMC
        aka Thomas J Hopkins, PH.D., M.D., A Medical Corporation
        16030 Ventura Boulevard
        Encino, CA 91436
        Tel: (818) 981 2288

Bankruptcy Case No.: 12-15406

Chapter 11 Petition Date: June 11, 2012

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Leslie S. Gold, Esq.
                  GERSHUNI & KATZ A LAW CORPORATION
                  1901 Avenue of the Stars, Suite 300
                  Los Angeles, CA 90067
                  Tel: (310) 282-8580
                  Fax: (310) 282-8149
                  E-mail: LGold@GershuniKatz.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 11 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-15406.pdf

The petition was signed by Thomas J. Hopkins, president.


TRANS-LUX CORP: Incurs $1.6 Million Net Loss in First Quarter
-------------------------------------------------------------
Trans-Lux Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.67 million on $5.62 million of total revenues for the three
months ended March 31, 2012, compared with a net loss of $1.67
million on $4.91 million of total revenues for the same period
during the prior year.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.

The Company's balance sheet at March 31, 2012, showed $26.72
million in total assets, $24.45 million in total liabilities,
$6.13 million in redeemable convertible preferred stock, and a
$3.86 million total stockholders' deficit.

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

                         http://is.gd/kSJjQu

                      About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.


TRAVIS COUNTY: Fitch Holds 'BB+' Rating on $64.6MM Revenue Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the $64.6 million
series 2010 Travis County Health Facilities Development
Corporation revenue bonds issued on behalf Westminster Manor (WM).

The Rating Outlook is Stable.

Key Rating Drivers:

  -- STRONG OCCUPANCY: WM's location and reputation in the Austin
     market has resulted in strong demand and high occupancy
     rates, with independent living unit (ILU) occupancy exceeding
     96% in each year since 2000.

  -- EXPANSION PROJECT: Phase I of the expansion project was
     completed in January 2012 on budget and ahead of time with 54
     of the 64 new phase I ILUs occupied as of April 30, 2012.
     Additionally, all 11 of the phase II ILUs have been sold.

  -- SOLID HISTORICAL PROFITABILITY: Operating ratio averaged a
     solid 95% in fiscal years 2010 and 2011; however, operating
     ratio increased to 104.5% in the four month interim period
     ended April 30, 2012 reflecting ongoing expansion costs and
     increased labor costs due to the start-up of the new
     facilities.

  -- STRESSED BALANCE SHEET: Leverage remains high and
     unrestricted liquidity is weak relative to debt, reflecting
     the impact of the additional debt incurred in 2010 to fund
     the expansion project. However, liquidity remains strong
     relative to expenses with 482.5 days cash on hand at April
     30, 2012.

Security:

The bonds are secured by a pledge of gross revenues, a mortgage
lien on property and a debt service reserve fund.

Credit Summary:

The factors supporting the 'BB+' rating remain largely unchanged
since Fitch's last review in June 2011.  The affirmation of the
'BB+' rating reflects the high leverage and execution risk
associated with WM's campus expansion which is tempered by strong
historical occupancy, solid historical profitability, and
excellent sales on the new units.

WM's location and excellent reputation in the Austin market has
resulted in strong demand for services.  Since 2000, ILU occupancy
has ranged between 96% - 98% while SNF occupancy has been above
90% since 2005.  The wait list remains strong with 60 applicants
as of April 30, 2012, of which 24 have paid a $5,000 deposit to
reserve an expansion unit.  The decrease in the wait list from 127
in May 2011 reflects the successful fill up of the expansion
units.

Phase I of the expansion project was completed on budget and ahead
of schedule on January 18, 2012.  As of April 30, 2012, 54 of the
64 expansion ILUs had been occupied, well ahead of the feasibility
study forecast.  State licenses were received in April and May for
the skilled nursing facility (SNF) and ALUs, respectively.  SNF
residents were moved into the new facility in April 2012 while the
new ALU is expected to begin operations in June 2012.  Phase II of
the expansion project began in April 2012 with an expected
completion date of May 2013. All 11 of the Phase II ILUs have been
sold.

Operating profitability has been historically solid; however,
profitability compressed in the four month interim period ending
April 30, 2012 (the interim period) due to the start-up costs and
increased staffing requirements of the expansion.  Operating ratio
averaged 95% in fiscal years 2010 and 2011, but increased to
104.5% in the interim period.  Similarly, net operating margin
decreased to negative 4.3% in the interim period from positive
3.5% in fiscal 2011.  Fitch expects operating profitability to
rebound once the expansion is fully absorbed and operations
stabilize.

Liquidity and leverage ratios remain weaker than Fitch's 'BBB'
category medians due to the additional debt incurred in 2010 to
develop the expansion project.  However, upon successful
completion and stabilization of the new units, Fitch expects
leverage and liquidity metrics to moderate and approach investment
grade measures.  Management's financial forecast projects the
first full year of stabilization in 2014 with 406 days cash on
hand, 46% cash to debt and maximum annual debt service (MADS)
coverage of 1.75 times (x) which are in line with Fitch's 'BBB'
category medians of 361.4, 51.0% and 2.0x, respectively.  Further,
entrance fee receipts and cash flow are expected to be used to pay
down long-term debt to roughly $60.3 million by 2014.

The Stable Outlook reflects Fitch's expectation that strong
occupancy will be maintained in both the existing and new units,
that Phase II of the expansion project will be completed and
filled in a timely manner and that profitability will improve once
the new units are fully absorbed into operations.  Upward movement
of the rating is unlikely until operations stabilize subsequent to
the completion of the expansion project.

Westminster Manor is a type-A continuing care retirement community
(CCRC) located in Austin, TX consisting of 320 ILUs, 22 ALUs and
85 SNF units.  Total operating revenue equaled $19.3 million in
fiscal 2011.  Disclosure practices are excellent.  WM covenants to
provide annual audited financial statements within 150 days of the
end of each fiscal year and quarterly unaudited financial
disclosure within 45 days of each quarter-end.  Management
additionally provides detailed monthly disclosure reports and
hosts quarterly investor calls.


TRIBUNE CO: Judge May Issue Plan Ruling in July
-----------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware indicated that he may issue a ruling on confirmation
of the Fourth Amended Joint Plan of Reorganization for Tribune
Company by July, Randall Chase of The Associated Press reported.

Judge Carey said he will either approve the Plan or provide
Tribune and its creditors a roadmap on how to fix it so it can be
confirmed, according to a separate report by Michael O'Neal of
Chicago Tribune.

Chicago Tribune noted that the disputes on the Plan have come down
to five "relatively small" issues that need to be resolved,
including the language on payment of professional fees and
technical issues on the litigation trust.  The report said the
litigation trust is a vital issue for junior creditors because it
preserves claims against parties related to Sam Zell's 2007
leveraged buy-out of Tribune, which the junior creditors say left
the company insolvent.

Judge Carey scheduled a telephonic hearing for June 11 to confirm
resolution or address any unresolved issues stated on the record
during the Confirmation Hearing, according to a notice filed with
the Court.  Chicago Tribune added that the bankruptcy judge will
be given final papers later this week.

The bankruptcy judge said he would convene a status conference on
his decision in early July, if necessary, a separate Bloomberg
News report relayed.

Judge Carey held plan confirmation hearings on June 7 and 8, 2012.

"Here we find ourselves back at the river's edge," Tribune
counsel, James Bendernagel, Esq., at Sidley Austin LLP, in New
York, told Judge Carey at June 7's hearing, Reuters relayed in
another article.  "This time the river's quite a bit narrower."

Judge Carey discussed during a conference call on June 6, when
the reorganization would become effective and procedures for an
appeal, giving the impression that confirmation was likely,
Reuters said.

"This has been a difficult, contested case from the beginning,
certain a function of the 2007 deal, a difficult industry, and
the questions about valuation in a changing market," said
Christopher Simon, Esq., at Cross & Simon, in Wilmington,
Delaware, lawyer to unions in Tribune's case, Reuters relayed.

As Judge Carey recognized in his previous rulings, the main
contention in Tribune's bankruptcy case is the settlement of
certain causes of action arising from the 2007 leveraged buy-out
of Tribune, contemplated by the Chapter 11 Plan filed by Tribune;
the Official Committee of Unsecured Creditors; Oaktree Capital
Management, L.P.; Angelo, Gordon & Co., L.P.; and JPMorgan Chase
Bank, N.A.  In contrast, the rival group of Aurelius Capital,
WTC, and Senior Indenture Trustees Deutsche Bank Trust Company
Americas and Law Debenture Trust Company of New York seek to
retain those causes of action and pursue them vigorously per
their competing Chapter 11 Plan.

On Oct. 31 2011, Judge Carey issued an opinion denying
confirmation of the competing Chapter 11 Plans.  Nevertheless,
the bankruptcy judge opined that Tribune's Plan better paves the
way towards the Debtors' goal to reorganize by resolving
significant claims.  The bankruptcy judge also held that the DCL
Plan Settlement treats creditors fairly.

Tribune amended the DCL Plan several times to incorporate the
Bankruptcy Court's previous rulings, including the ruling on
allocation disputes under the DCL Plan.  Aurelius and several
parties renewed their objections to the current DCL Plan,
focusing on its technical aspects, including the structure of the
litigation trust and payment of professional fees.

The Plan contemplates the turnover of ownership to holders of the
company's loan, a group that includes DCL Plan Proponents JPMorgan
Chase & Co. and Oaktree Capital Management LP and Angelo, Gordon &
Co., according to Reuters.  They will appoint the company's seven-
member board, the report noted.  Tribune needs to obtain Federal
Communications Commission's approval to transfer its broadcasting
businesses before it can emerge from bankruptcy, the report noted.

Tribune Chief Reorganization Officer Don Liebentritt said he is
hopeful that a July decision on the Plan would not delay Tribune's
application with the FCC, Chicago Tribune relayed.  The FCC cannot
rule on Tribune's request without a confirmation order, but the
company is working on it, the report added.

Mr. Liebentritt has considered the FCC approval a "wild card," in
an effort to exit bankruptcy smoothly, saying it is uncertain
whether organizations that objected to Tribune's previous
licensing applications will object this time, the report said.

In a Bloomberg interview, Mr. Liebentritt said if Tribune obtains
approval of the Plan by July, it will emerge from bankruptcy by
August or at the end of the year latest, depending on the outcome
of the FCC application.

Nonetheless, Tribune's emergence will not end the litigation
arising from the LBO, the report said.  A multidistrict litigation
is currently before a New York federal court to recover billions
of dollars from entities who participated in the buy-out, the
report added.

At the June 8 hearing, Aurelius and its group made it clear that
they plan to appeal Judge Carey's decision and vigorously pursue
the preserved claims, according to Chicago Tribune.  "For many of
us this is just (the beginning of) Chapter 2 (of this case). This
will go on for many years," Robert Stark, Esq., at Brown Rudnick
LLP, in New York, counsel to the PHONES Trustee, told Judge Carey,
Chicago Tribune relayed.

As of Feb. 16, 2012, Tribune has a distributable value of $7.372
billion.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Signs Agreement With WTC on Review of Fees & Expenses
-----------------------------------------------------------------
Tribune Co. and its affiliates and Wilmington Trust Company
entered into a stipulation regarding post-effective date procedure
for review and allowance of WTC's fees and expense claim.

At the June 8, 2012 hearing on confirmation of the Fourth Amended
DCL Plan, the Debtors' counsel represented that the Debtors and
WTC had reached a resolution with respect to a post-effective
date procedure for the review and allowance of WTC's professional
fees and expenses and that a stipulation would be submitted to
the Court.

WTC asserted that its $24.1 million fee claim is entitled to
allowance as a general unsecured claim in Class 1F under the
Fourth Amended DCL Plan.

By the stipulation, no later than three business days after the
effective date of the Fourth Amended DCL Plan, WTC will provide
the Reorganized Debtors with time detail and expense summaries
for the fees and expenses constituting the WTC Fee/Expense Claim.
The Reorganized Debtors will have 45 days from the Effective Date
to review that information and raise objections, if any, to the
fees and expenses contained therein on an informal basis with
WTC.

WTC and the Reorganized Debtors will have 15 days to attempt to
resolve any objection.  If the parties are unable to reach a
complete resolution of the objection within the Resolution
Period, then the Reorganized Debtors will file a written
objection as to all remaining unresolved items with the Court
within 10 days of the expiration of the Resolution Period.  The
Reorganized Debtors will pay the undisputed portion of the WTC
Fee/Expense Claim.

WTC will file a response to any Objection with the Court within
10 days following the receipt of an Objection.  The parties agree
that the Bankruptcy Court will adjudicate the allowability of the
WTC Fee/Expense Claim.

Notwithstanding the procedures agreed to herein, WTC retains the
right to request, and all parties-in-interest retain the right to
object to or otherwise contest, payment of fees and expenses
under the Fourth Amended DCL Plan, and under Section 503(b)(9) of
the Bankruptcy Code.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Extends Time to Commence Intercompany Actions
---------------------------------------------------------
Tribune Co. and its affiliates and their non-debtor affiliates
entered into an amendment no. 3 to the Tolling Agreement to
further extend the time within which the Debtors and non-debtor
affiliates may commence actions or proceedings with respect to
Intercompany Actions that may exist among the Debtors and Non-
Debtor Affiliates.

Specifically, paragraph 2 of the Tolling Agreement is deleted and
replaced with this language: the Agreement will remain in force
and effect through and including the date that is 90 days after
the effective date of the Fourth Amended DCL Plan, unless the
tolling period is extended earlier according to the terms of the
agreement.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIDENT MICROSYSTEMS: Proskauer Replaces Dewey & LeBoeuf
--------------------------------------------------------
The statutory committee of equity security holders in the Chapter
11 case of Trident Microsystems, Inc., et al., asks for
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Proskauer Rose LLP as substitute attorney, nunc
pro tunc to May 14, 2012.

On Feb. 14, 2012, the Equity Committee met and selected Dewey &
LeBoeuf LLP as its attorneys.  On March 22, 2012, the Court issued
an order approving D&L as attorneys to the Equity Committee, nunc
pro tunc to Feb. 14, 2012.  Bayard, P.A., serves as co-counsel to
the Equity Committee, and Quinn Emanuel Urquhart and Sullivan,
LLP, serves as conflicts and litigation counsel.

Effective May 14, 2012, attorneys of record for the Equity
Committee, partners Martin J. Bienenstock and Timothy Q. Karcher,
together with associates Vincent Indelicato and Maja Zerjal,
joined Proskauer from D&L.  The Equity Committee voted unanimously
to substitute Proskauer for D&L as their attorneys, effective as
of May 14, 2012, subject to court approval.

Proskauer will, among other things, assist and advise the Equity
Committee with respect to the powers and duties of the Equity
Committee in TMI's Chapter 11 case, for these hourly rates:

           Partners                            $675-$1,050
           Of Counsel                          $640-$825
           Associates                          $295-$750
           Paraprofessionals                   $165-$315

The professionals at Proskauer expected to have primary
responsibility for providing services to the Equity Committee and
their hourly rates are:

           Martin J. Bienenstock, Partner          $995
           Timothy Q. Karcher, Partner             $875
           Vincent Indelicato, Associate           $600
           Maja Zerjal, Associate                  $375

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

                    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.


TRINIDAD DRILLING: Moody's Raises Corp. Family Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service upgraded Trinidad Drilling Ltd.'s
Corporate Family Rating (CFR) to Ba3 from B1, and its senior
unsecured notes to B1 from B2. The Speculative Grade Liquidity of
SGL-2 was unchanged. The outlook is stable.

"The upgrade reflects Trinidad's growing rig fleet, enhanced
presence in liquids-rich areas, supportive capital spending by oil
and liquids-rich upstream companies, and our expectation that the
company's debt metrics will remain favourable," said Terry
Marshall, Moody's Senior Vice President. "Trinidad's revenues and
EBITDA have increased significantly over the last 12 to 18 months.
We believe the demand for its high quality rig fleet will remain
sufficiently healthy in 2012 and 2013 to uphold the Ba3 CFR."

Ratings Rationale

Trinidad's Ba3 CFR reflects its relatively small size, a degree of
concentration with two customers and the company's exposure to the
highly cyclical North American land drilling market. The rating
also considers Trinidad's high quality North American land
drilling rig fleet, favourable contracted position and a lack of
speculative rig construction, which contributes to stable and
predictable cash flow and enabled the company to weather the 2009
industry downturn and maintain solid EBITDA and leverage.

Upgrades:

  Issuer: Trinidad Drilling Ltd.

     Probability of Default Rating, Upgraded to Ba3 from B1

     Corporate Family Rating, Upgraded to Ba3 from B1

     Senior Unsecured Regular Bond/Debenture, Upgraded to B1,
     LGD4, 68% from B2, LGD5, 71%

     Senior Unsecured Regular Bond/Debenture, Upgraded to B1,
     LGD4, 68% from B2, LGD5, 71%

Under Moody's Loss Given Default (LGD) Methodology, the ratings
for the senior unsecured notes reflect both the overall
probability of default of the company, to which Moody's assigns a
PDR of Ba3, and an instrument loss given default of LGD4, 68%. The
notching of the senior unsecured notes at B1, one notch below the
CFR, reflects the prior ranking secured debt in the capital
structure (principally the secured credit facility).

Trinidad's SGL-2 liquidity rating reflects good liquidity. As of
March 31, 2012 Trinidad had C$168 million of availability, after
minimal letters of credit, under its secured revolving credit
facility due in 2015, which is comprised of C$200 million and
US$100 million tranches. Moody's expects that Trinidad will
produce about $40 million in free cash flow through mid-2013.
Trinidad should be comfortably in compliance with its three
financial covenants through mid-2013. Alternative sources of
liquidity are limited principally to the sale of existing assets,
which are largely encumbered.

The stable outlook reflects Trinidad's contracted rig position and
an expectation of stable operating results. The rating could be
raised if Trinidad grows total assets to greater than US$2.5
billion, appears able to sustain debt to EBITDA in the low 2x
range and continues to maintain a strong contracted position of
50% to 60%. The rating could be lowered if debt to EBITDA appears
poised to rise above 4x and the company's contracted position
falls below 40%.

The principal methodology used in rating Trinidad 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.

Trinidad Drilling Ltd., based in Calgary Alberta, provides land
drilling services to North American exploration and production
companies.


TRM HOLDINGS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Ohio-based TRM Holdings Corp., the parent of gift
retailer Things Remembered Inc. The outlook is stable.

"At the same time, we assigned our 'B' issue-level rating to
Things Remembered Inc.'s $147 million senior secured credit
facility, which consists of a $30 million revolver and a $117
million term loan. The recovery rating on this debt is '3',
indicating our expectation for meaningful (50%-70%) recovery of
principal in the event of a payment default," S&P said.

"Private-equity firm Madison Dearborn Partners used the proceeds
from the debt, along with a $30 million mezzanine note (unrated)
and about $163 million of an equity contribution to fund the $295
million purchase of Things Remembered from Bruckmann, Rosser,
Sherrill & Co. and GB Merchant Partners," S&P said.

"The ratings on Things Remembered reflect our assessment of the
company's financial risk profile as 'aggressive' and a business
risk profile as 'vulnerable.' Pro forma for the transaction, debt
to EBITDA was about 5.2x at Jan. 28, 2012, and EBITDA coverage of
interest is in the low-2x area," S&P said.

"Although we anticipate modest earnings growth to propel modest
improvement of these measures over the near term," said Standard &
Poor's credit analyst Mariola Borysiak, "we believe the company
will remain substantially leveraged, with total debt in the high-
4x area by the end of fiscal 2012."

"The outlook is stable, reflecting our expectations that the
company's niche position in the gift retail industry and improving
profitability to result in credit measures that remain in line
with our assessment of its business and financial risk profiles,"
S&P said.

"We could lower the ratings if operating performance and credit
protection measures deteriorate, leading to leverage increasing to
over 6x or coverage of interest of less than 2x. This would likely
be precipitated by intensified competitive pressures and/or a
weaker-than-expected economic recovery forcing customers to curb
their discretionary spending. This could occur if EBITDA declines
about 13% from fiscal 2011 level and debt remains constant at pro
forma level," S&P said.

"Although not likely in the near term, we could consider a higher
rating if profitability gains, along with modest debt reduction,
lead to leverage decreasing toward 4x. This could occur if
revenues grow at about 5%-6%, gross margin remains relatively
flat, and the company makes modest debt reduction as mandated by
the credit agreements excess cash flow sweep," S&P said.


VILLAGE CONCEPTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Village Concepts, Inc.
        dba Manufactured Home Center
        P.O. Box 736
        Shingle Springs, CA 95682

Bankruptcy Case No.: 12-30911

Chapter 11 Petition Date: June 8, 2012

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: James L. Brunello, Esq.
                  P.O. Box 4155
                  El Dorado Hills, CA 95762
                  Tel: (916) 358-8585

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/caeb12-30911.pdf

The petition was signed by Mark Weiner, president.


VISCOUNT SYSTEMS: Earns $1 Million from Sale of Preferred Shares
----------------------------------------------------------------
Viscount Systems, Inc., completed a sale of 1,000 shares of Series
A Convertible Redeemable Preferred Stock, par value $0.001 per
share, at a purchase price of $1,000 and a stated value of $1,000
per A Share, and for no additional consideration, an issuance of
12,285,012 share purchase warrants of the Company for gross
proceeds of $1,000,000.  Each Warrant is exercisable to acquire a
common share of the Company at a price of $0.08 per share for a
period of 5 years from the closing date.  The Warrants may be
exercised on a cashless basis.  The A Shares are convertible, at
the option of the holders, into 24,570,024 shares of common stock
of the Company at a conversion price of $0.0407 per share, subject
to adjustment provisions.

In connection with the offering, the Company paid to a registered
broker-dealer a cash commission of $100,000 and issued share
purchase warrants to acquire 2,457,002 shares of common stock of
the Company.  Each Agent Warrant is exercisable to acquire one
common share of the Company at a price of $0.05 per share for a
period of 5 years from the closing date.  The warrants may be
exercised on a cashless basis.

On June 5, 2012, Viscount Systems filed a Certificate of
Designation, Preferences and Rights of the Series A Convertible
Redeemable Preferred Stock creating 3,000 shares of preferred
stock designated as "Series A Convertible Redeemable Preferred
Stock".  All shares of common stock are of junior rank to A Shares
in regards to liquidation, dissolution, and winding up of the
Company.

The Series A Shares are convertible, at the option of the holders,
into shares of common stock of the Company, subject to adjustment
provisions, at a conversion price determined in accordance with
the Certificate of Designation. Conversion of the A Shares cannot
result in a holder holding greater than 4.99% of the outstanding
common stock of the Company unless notice of conversion is
provided by the holder at least 61 days in advance of the
conversion date.

In accordance with the Certificate of Designation, the A Shares
will have certain rights, preferences and privileges, including
the following:

  * the holders of A Shares are entitled to vote as a class on
    certain prescribed matters affecting the rights of the holders
    of A Shares.  In addition, the holders of A Shares are
    entitled to vote together with the holders of shares of common
    stock subject to a voting restriction of 4.99% per holder of
    all of the shares of common stock of the Company outstanding
    at that time;

  * the holders of A Shares are entitled to receive dividends
    payable in cash or A Shares at a rate of 8% per A Share per
    annum on the stated value, payable quarterly.  The declaration
    of the dividends in A Shares is subject to compliance with
    prescribed equity conditions and pricing provisions set forth
    in the Certificate of Designation;

  * the holders of A Shares are entitled to be paid 125% of the
    stated value of the A Shares, plus all accrued, but unpaid
    dividends on A Shares, upon liquidation or dissolution of the
    Company, including certain forms of mergers and acquisitions,
    in priority to any payment to the holders of shares of common
    stock; and

  * the A Shares may be redeemed by the holders for 150% of their
    stated value, plus all accrued, but unpaid dividends on A
    Shares, on the occurrence of certain events.

On June 5, 2012, the Company filed the Certificate of Designation
with the Nevada Secretary of State to authorize the designation
and issuance of 1,000 shares of Series A Convertible Redeemable
Preferred Stock.

The Certificate of Designation became effective upon filing with
the Nevada Secretary of State.

                      About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP,
in Vancouver, Canada, expressed substantial doubt about Viscount
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has an accumulated deficit of
C$5,769,027 and has reported a loss of C$2,883,304 for the year
ended Dec. 31, 2011.

The Company reported a net loss of C$2.9 million on C$3.5 million
million of revenues for 2011, compared with a net loss of
C$1.3 million on C$3.9 million of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed C$1.02
million in total assets, C$1.28 million in total liabilities and a
C$263,379 total stockholders' deficit.


VULCAN MATERIALS: S&P Affirms 'BB' Corp. Credit Rating; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'BB' corporate credit rating, on Birmingham, Ala.-based Vulcan
Materials Co. "At the same time, we removed all ratings from
CreditWatch, where they had been placed with positive
implications, on Dec. 13, 2011. The rating outlook is stable," S&P
said.

"The affirmation and CreditWatch removal on Vulcan reflect the
withdrawal of the unsolicited offer by higher-rated Martin
Marietta to acquire Vulcan and follows the Delaware Supreme Court
ruling, which barred Martin Marietta from pursuing its bid and
proxy contest for Vulcan Materials Co. until mid September," said
Standard & Poor's credit analyst Thomas Nadramia. "The ratings
actions also reflect our view of a significantly reduced ikelihood
of a merger between Vulcan and Martin Marietta in the near term,
which would have had a de-leveraging impact on Vulcan Materials."

"The corporate credit rating on Vulcan reflects what Standard &
Poor's considers to be the company's 'aggressive' financial risk;
'satisfactory' business risk; and 'strong' liquidity, based on
criteria. We view the financial risk as aggressive given the
company's current leverage of over 7x (adjusted for leases and
post-retirement expenses), which we consider to be weak for the
rating due to depressed EBITDA levels. The business risk profile
reflects aggregates' long-term favorable growth prospects, high
barriers to entry, and the supply and demand characteristics of
the industry. The ratings also reflect Vulcan's exposure to
cyclical construction markets and very high debt levels, offset
somewhat by its leading position in the fragmented U.S. aggregates
market, presence in higher growth markets and the longer term need
for increased infrastructure spending. The ratings also
incorporate our expectation under our baseline scenario that
credit measures will improve over the next 12-24 months to levels
more consistent with a 'BB' rating, given the company's
satisfactory business risk profile," S&P said.

Vulcan Materials is the nation's largest producer of construction
aggregates, primarily crushed stone, sand, and gravel. The company
is also a major producer of asphalt mix and ready-mixed concrete
in certain states.

"The stable rating outlook reflects our expectation that Vulcan's
credit measures will improve modestly to about 6x by the end of
2012 and to 5x or less by the end of 2013 as construction markets
slowly recover and the company pursues its previously announced
plans to improve its profitability at current volumes. We expect
EBITDA of $500 million or more for 2012 and nearly $600 million
for 2013," S&P said.

"Our stable outlook also reflects our view that the company will
maintain its strong liquidity, which can be further enhanced by
the company's plans to generate net proceeds of approximately $500
million from asset sales," S&P said.

"We could take a negative rating action if Vulcan fails to show
improvement in its operating margins and results over the next
year, such that leverage remains near current elevated level of
7x, or if the company pursues an aggressive dividend, share
repurchase, or acquisition policy that prevents improvement in
credit measures. If debt leverage is above 6.25x as of Dec. 31,
2012, with little prospect for rapid improvement, it could result
in a negative rating action," S&P said.

"We currently consider a positive rating action unlikely in the
near term, given our expectation that the company's credit
measures will remain somewhat weak for the rating. However, we
would consider a positive rating action if residential and non-
residential construction markets were to recover faster than
expected, or if Vulcan made quicker progress in improving EBITDA
to $600 million or more or if Vulcan used the proceeds of its
asset sales to de-lever, reducing total adjusted debt to well
below 3.0 billion such that debt leverage trended to 5x or below,"
S&P said.


WIDEOPENWEST FINANCE: Moody's Keeps 'B2' CFR, Rates Bonds 'Caa1'
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
(CFR) of WideOpenWest Finance, LLC (WOW) based on its expected
acquisition of Knology, Inc. (Knology, B1 CFR). Moody's also
assigned a B1 rating to the proposed first lien credit facility,
consisting of a $200 million revolver (expected to be undrawn at
close) and a $1,920 million term loan, and a Caa1 rating to the
proposed $1,020 million senior unsecured bonds. WOW intends to use
proceeds, together with $200 million of cash equity from Avista
Capital Partners (its primary owner) to fund the acquisition of
Knology, to refinance existing WOW and Knology debt, and to pay
related fees. Knology would become a wholly owned operating
subsidiary of WOW, and Moody's references to WOW in the following
refer to the combined entity.

A summary of the actions follows.

WideOpenWest Finance, LLC

    Affirmed B2 Corporate Family Rating

    Affirmed B2 Probability of Default Rating

    $200 million First Lien Revolver, Assigned B1, LGD3, 32%

    $1,920 million First Lien Term Loan, Assigned B1, LGD3, 32%

    $1,920 million Senior Unsecured Bonds, Assigned Caa1, LGD5,
    86%

Outlook, Stable

Ratings Rationale

The transaction will increase leverage to approximately 7 times
debt-to-EBITDA compared to current WOW leverage in the low to mid
6 times range. It also poses moderate integration risk, and
Moody's expects costs related to the combination and to achieve
synergies to result in negative free cash flow in the first full
year after the acquisition but positive free cash flow thereafter.
The $200 million revolver, expected to be undrawn at close,
provides good liquidity to manage through the integration. While
the footprints of the two companies are not contiguous, benefits
of the proposed transaction include advantages of greater scale
and diversity, high level cost savings, and the potential to
accelerate the growth of both operators' commercial businesses.

Driving WOW's B2 corporate family rating is Moody's expectation
that leverage will remain above 6 times debt-to-EBITDA and that
WOW will generate minimal free cash flow over the next two years
given the heavy debt load and substantial capital expenditures, .
WOW faces the challenge of operating in an intensely competitive
environment and executing on both its combination with Knology and
a billing system conversion all with a highly leveraged credit
profile . The maturity of the core video product limits growth
potential, but Moody's expects the high speed data product and the
commercial business will facilitate EBITDA expansion, supported by
a high quality network in most of the company's footprint .
Declining capital intensity as a percentage of revenues, continued
EBITDA growth, and cost reductions create the potential for
increasing free cash flow and declining leverage after the next
two years, but Moody's expects acquisitions, shareholder
distributions, or some combination of these to keep leverage
around 6 times debt-to-EBITDA and free cash flow below 5% of debt.

The stable outlook incorporates expectations for leverage to fall
below 7 times debt-to-EBITDA over the next 18 months and for
maintenance of good liquidity. The stable outlook also assumes
successful conversion of WOW's billing system and smooth
integration of the two companies.

Sustained debt-to-EBITDA above 7 times, whether due to weak
performance, acquisitions, or incremental sponsor dividends could
pressure the company's ratings downward. Evidence of challenges
with either the integration or the billing system conversion, such
as erosion of subscribers or significant margin deterioration,
could also have negative ratings implications. Deterioration of
the liquidity profile or expectations for sustained negative free
cash flow could also result in a negative rating action.

Avista's aggressive fiscal policy including capital distributions
and high leverage, and the magnitude of improvement in credit
metrics required to sustain a higher rating impede upward ratings
momentum over the next few years, and a positive action is highly
unlikely without a commitment to a stronger fiscal policy. Moody's
would consider a positive rating action based on expectations for
sustained leverage around 5 times debt-to-EBITDA range and free
cash flow to debt in the mid to high single digits, as well as
evidence of ability to maintain or improve its competitive
position.

As "overbuilders," both Knology and WOW historically built or
acquired networks in regions overlapping that of larger incumbent
cable operators and attempt to differentiate with high quality
product offerings and efficient but localized customer service.

The principal methodology used in rating WideOpen West Finance was
the Global Cable Television Industry Methodology published in July
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

With its headquarters in Englewood, Colorado, WideOpenWest
Finance, LLC (WOW) is a competitive broadband provider offering
cable TV (approximately 468,000 subscribers), high speed Internet
services (442,000) and telephony (261,000) to residential and
commercial customers in Illinois, Michigan, Ohio and Indiana. Its
revenue for the twelve months through March 31, 2012, was
approximately $627 million. Avista Capital Partners owns the
company.

With its headquarters in West Point, Georgia, Knology, Inc.
(Knology) provides video, voice, data, and communications services
to residential and business customers in the southeastern and
midwestern United States. As of December 31, 2011, it served
approximately 257,000 video, 262,000 high speed data, and 277,000
telephone subscribers. Knology generated revenue of approximately
$523 million for the twelve months through March 31, 2012.


YORKTOWNE RACQUET: Court Says Business Lease Invalid
----------------------------------------------------
Brent Burkey at Central Penn Business Journal reports that a
bankruptcy court has ruled that Yorktowne Racquet & Fitness Club
Inc. business's lease no longer is valid and that the business
must evacuate.

According to the report, the bankruptcy court now has found the
club in violation of its agreement with Heritage Hills, said
Steven Carr, who represents Heritage Hills in the bankruptcy
proceedings.  A ruling in York County Court previously had
rejected the fitness business's right to buy under an agreement.
A Pennsylvania Superior Court ruling later reversed that decision,
but a purchase did not occur, Mr. Carr said.

The report notes Yorktowne -- or HardKohr Sports & Fitness,
according to its Web site -- had financing in place after the
court ruling to acquire the property, but one of the parties
responsible for providing that funding backed out, causing the
deal to fall apart.

Based in York, Pennsylvania, Yorktowne Racquet & Fitness Club,
Inc., filed for Chapter 11 protection on Dec. 2, 2011 (Bankr. M.D.
Penn. Case No. 11-08094).  Judge Mary D. France presides over the
case.  The Law Offices of Craig a. Diehl, represents the Debtor.
The Debtor estimated assets of between $500,000 and $1 million,
and debts of between $1 million and $10 million.


* Business Bankruptcies Drop 24% in May From Last Year
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankruptcies of all types in May were the second-
fewest this year and 15% below the same month last year.  Compared
with April, the 109,400 May bankruptcies in the U.S. represented a
4% decline.  Commercial bankruptcies continued dropping last
month, according to data compiled from court records by Epiq
Systems Inc.  The 5,250 business failures in May were the fewest
so far this year and 24% below May 2011.


* Jones Walker Has Top Rankings in Chambers USA's 2012 List
-----------------------------------------------------------
Jones Walker disclosed its top rankings in the 2012 edition of
"Chambers USA-America's Leading Lawyers for Business."

Jones Walker is the only law firm in the state of Louisiana to be
ranked in the first band--the top tier--in nine areas of practice
that Chambers USA covers in Louisiana.  It is the sixth
consecutive year that the firm has been in the first band of eight
or more practice areas.  The firm received first-band rankings in
the practice areas of Banking & Finance, Bankruptcy/Restructuring,
Corporate/M&A, Energy & Natural Resources, Environment, Gaming &
Licensing, Labor & Employment, Litigation: General Commercial and
Real Estate. The firm was ranked in the second band in
Construction--a new practice category added in 2011.

Jones Walker is ranked in Mississippi in the areas of
Corporate/Commercial, Energy & Natural Resources, Labor &
Employment, Litigation: General Commercial, and Real Estate.

The firm also received a ranking in the area of Banking & Finance
in the state of Alabama.

This year, a total of 50 Jones Walker attorneys in Alabama,
Louisiana, Mississippi, and Texas were recognized for their
prominence in specific areas of law, with one attorney, J. Kelly
Duncan, also recognized in the Chambers Global Guide.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Elias Freij
   Bankr. D. Ariz. Case No. 12-10829
      Chapter 11 Petition filed May 16, 2012

In re Richard Garvey
   Bankr. C.D. Calif. Case No. 12-14562
      Chapter 11 Petition filed May 16, 2012

In re Jose Ordaz
   Bankr. N.D. Calif. Case No. 12-44235
      Chapter 11 Petition filed May 16, 2012

In re Randall Blanchard
   Bankr. M.D. Fla. Case No. 12-03305
      Chapter 11 Petition filed May 16, 2012

In re Charles Collins
   Bankr. N.D. Ga. Case No. 12-41476
      Chapter 11 Petition filed May 16, 2012

In re Cornell Smith
   Bankr. N.D. Ga. Case No. 12-62433
      Chapter 11 Petition filed May 16, 2012

In re George Haldes
   Bankr. N.D. Ill. Case No. 12-20050
      Chapter 11 Petition filed May 16, 2012

In re Gregory Colllins
   Bankr. S.D. Ill. Case No. 12-30941
      Chapter 11 Petition filed May 16, 2012

In re Donald Sauviac
   Bankr. E.D. La. Case No. 12-11475
      Chapter 11 Petition filed May 16, 2012

In re R & S Developers, LLC
   Bankr. S.D. Miss. Case No. 12-01642
     Chapter 11 Petition filed May 16, 2012
         See http://bankrupt.com/misc/mssb12-01642.pdf
         represented by: Richard A. Montague, Jr., Esq.
                         Wells, Moore, Simmons, & Hubbard
                         E-mail: rmontague@wellsmoore.com

In re Brad Lindburg
   Bankr. D. Nev. Case No. 12-15833
      Chapter 11 Petition filed May 16, 2012

In re Robert Amerson
   Bankr. E.D. N.C. Case No. 12-03716
      Chapter 11 Petition filed May 16, 2012

In re Francis Puleo
   Bankr. E.D. Pa. Case No. 12-14795
      Chapter 11 Petition filed May 16, 2012

In re Breakthrough, L.P.
   Bankr. W.D. Pa. Case No. 12-22609
     Chapter 11 Petition filed May 16, 2012
         See http://bankrupt.com/misc/pawb12-22609.pdf
         represented by: Robert O. Lampl, Esq.
                         E-mail: rol@lampllaw.com

In re Ernesto Melendez-Perez
   Bankr. D.P.R. Case No. 12-03808
      Chapter 11 Petition filed May 16, 2012

In re Jerry Hackworth
   Bankr. E.D. Tenn. Case No. 12-32091
      Chapter 11 Petition filed May 16, 2012

In re Metropolitan Realty Group, Inc.
   Bankr. W.D. Wash. Case No. 12-15192
     Chapter 11 Petition filed May 16, 2012
         See http://bankrupt.com/misc/wawb12-15192.pdf
         represented by: Susan Chang, Esq.
                         Metropolitan Law Group Inc.
                         E-Mail: schang@metropolitanlawgroup.com

In re Justin Cicero
   Bankr. W.D. Wash. Case No. 12-15195
      Chapter 11 Petition filed May 16, 2012

In re Houston Wood Products, Inc.
   Bankr. N.D. Ala. Case No. 12-81795
     Chapter 11 Petition filed June 5, 2012
         See http://bankrupt.com/misc/alnb12-81795p.pdf
             http://bankrupt.com/misc/alnb12-81795c.pdf
         represented by: Angela Stewart Ary, Esq.
                         HEARD ARY, LLC
                         E-mail: aary@heardlaw.com

In re MJM Landscape Assoc. Inc.
   Bankr. D. Ariz. Case No. 12-12551
     Chapter 11 Petition filed June 5, 2012
         See http://bankrupt.com/misc/azb12-12551.pdf
         represented by: Eric Slocum Sparks, Esq.
                         ERIC SLOCUM SPARKS, P.C.
                         E-mail: law@ericslocumsparkspc.com

In re KEUM KO
   Bankr. C.D. Calif. Case No. 12-16999
      Chapter 11 Petition filed June 5, 2012

In re Barry Halajian
   Bankr. E.D. Calif. Case No. 12-15132
      Chapter 11 Petition filed June 5, 2012

In re Power Quality and Electrical Systems Inc.
   Bankr. N.D. Calif. Case No. 12-44851
     Chapter 11 Petition filed June 5, 2012
         See http://bankrupt.com/misc/canb12-44851.pdf
         Filed Pro Se

In re David and Tiva Silva
   Bankr. D. Colo. Case No. 12-21848
     Chapter 11 Petition filed June 5, 2012
         See http://bankrupt.com/misc/cob12-21848.pdf
         represented by: Stuart Borne, Esq.
                         LYNCH & ROBBINS
                         E-mail: sborne@lynchrobbins.com

In re Moments Event Center, LLC
   Bankr. M.D. Fla. Case No. 12-07707
     Chapter 11 Petition filed June 5, 2012
         See http://bankrupt.com/misc/flmb12-07707.pdf
         represented by: Jaimon H. Perry, Esq.
                         THE PERRY LAW GROUP, LLC
                         E-mail: jaimon@perrylaw-fla.com

In re Khaja Blessing Inc.
        dba Marathon Food Mart
   Bankr. M.D. Fla. Case No. 12-08791
     Chapter 11 Petition filed June 5, 2012
         See http://bankrupt.com/misc/flmb12-08791.pdf
         represented by: Linda Kay Yerger, Esq.
                         Yerger / Tyler P.A.
                         E-mail: lkyerger@embarqmail.com

In re Jesse Chastain
   Bankr. N.D. Ga. Case No. 12-64296
      Chapter 11 Petition filed June 5, 2012

In re Colleen Cochrane
   Bankr. N.D. Ga. Case No. 12-60297
      Chapter 11 Petition filed June 5, 2012

In re BDP Worldwide LLC
   Bankr. N.D. Ga. Case No. 12-64302
     Chapter 11 Petition filed June 5, 2012
         See http://bankrupt.com/misc/ganb12-64302.pdf
         represented by: Leonard R. Medley, III, Esq.
                         MEDLEY & KOSAKOSKI, LLC
                         E-mail: leonard@mkalaw.com

In re James Jernigan
   Bankr. S.D. Ga. Case No. 12-60297
      Chapter 11 Petition filed June 5, 2012

In re Village Square Annex LLC
   Bankr. D. Idaho Case No. 12-01364
     Chapter 11 Petition filed June 5, 2012
         See http://bankrupt.com/misc/idb12-01364.pdf
         represented by: D. Blair Clark, Esq.
                         LAW OFFICES OF D. BLAIR CLARK PLLC
                         E-mail: dbc@dbclarklaw.com

In re Kimberly Gregory
   Bankr. N.D. Ill. Case No. 12-22906
      Chapter 11 Petition filed June 5, 2012

In re Donald Gaudet
   Bankr. E.D. La. Case No. 12-11697
      Chapter 11 Petition filed June 5, 2012

In re Colaninno Realty, LLC
   Bankr. D. Mass. Case No. 12-14864
     Chapter 11 Petition filed June 5, 2012
         See http://bankrupt.com/misc/mab12-14864.pdf
         represented by: Haneen Kutub, Esq.
                         LISS LAW, LLC
                         E-mail: hkutub@lisslawboston.com

In re Downriver Athletic Club, LLC
   Bankr. E.D. Mich. Case No. 12-53866
     Chapter 11 Petition filed June 5, 2012
         See http://bankrupt.com/misc/mieb12-53866.pdf
         represented by: Kimberly Ross Clayson, Esq.
                         SCHNEIDER MILLER, P.C.
                         E-mail: kclayson@schneidermiller.com

In re Kanathip Meechudhone aka Ken Meechudhone
   Bankr. D. Nev. Case No. 12-16726
      Chapter 11 Petition filed June 5, 2012
         See http://bankrupt.com/misc/nvb12-16726.pdf


In re World Trade Business Associations, Inc.
        fka World Trade Business Associates, Inc.
            Haibo, Inc.
        dba Yings Wings and Things
   Bankr. W.D.N.Y. Case No. 12-11797
     Chapter 11 Petition filed June 5, 2012
         See http://bankrupt.com/misc/nywb12-11797.pdf
         represented by: Robert B. Gleichenhaus
                         GLEICHENHAUS, MARCHESE & WEISHAAR, P.C.
                         E-mail: RBG_GMF@hotmail.com

In re Dilipkumar Dattani
   Bankr. E.D.N.C. Case No. 12-04203
      Chapter 11 Petition filed June 5, 2012

In re Bucky Hammonds
   Bankr. E.D. Tenn. Case No. 12-32313
      Chapter 11 Petition filed June 5, 2012

In re Laredo Venture No. One, L.P.
   Bankr. S.D. Tex. Case No. 12-50156
     Chapter 11 Petition filed June 5, 2012
         See http://bankrupt.com/misc/txsb12-50156p.pdf
             http://bankrupt.com/misc/txsb12-50156c.pdf
         represented by: Matthew Brian Probus, Esq.
                         WAUSON PROBUS
                         E-mail: mbprobus@w-plaw.com

In re Lawrence Maxwell
   Bankr. W.D. Tex. Case No. 12-11294
      Chapter 11 Petition filed June 5, 2012

In re FireRock International Group, Incorporated
   Bankr. D. Ariz. Case No. 12-12630
     Chapter 11 Petition filed June 6, 2012
         See http://bankrupt.com/misc/azb12-12630.pdf
         represented by: Ronald J. Ellett, Esq.
                         ELLETT LAW OFFICES, P.C.
                         E-mail: rjellett@ellettlaw.phxcoxmail.com

In re Velo Med Urgent Care, P.C.
   Bankr. D. Ariz. Case No. 12-12794
     Chapter 11 Petition filed June 6, 2012
         See http://bankrupt.com/misc/azb12-12794.pdf
         represented by: Scott D. Gibson, Esq.
                         THOMPSON KRONE GIBSON
                         E-mail: sdgecf@lawtkg.com

In re Joseph Miller
   Bankr. E.D. Calif. Case No. 12-30771
      Chapter 11 Petition filed June 6, 2012

In re Robert Coreas
   Bankr. N.D. Calif. Case No. 12-54310
      Chapter 11 Petition filed June 6, 2012

In re Z & N Sheena Building
   Bankr. E.D. Mich. Case No. 12-53977
     Chapter 11 Petition filed June 6, 2012
         See http://bankrupt.com/misc/mieb12-53977p.pdf
             http://bankrupt.com/misc/mieb12-53977c.pdf
         represented by: Yuliy Osipov, Esq.
                         OSIPOV BIGELMAN, P.C.
                         E-mail: yotc_ecf@yahoo.com

In re Blackpool Investors Group, LTD
   Bankr. D. N.J. Case No. 12-24599
     Chapter 11 Petition filed June 6, 2012
         See http://bankrupt.com/misc/njb12-24599.pdf
         represented by: Nicholas S. Herron, Esq.
                         SEYMOUR WASSERSTRUM
                         E-mail: mylawyer7@aol.com

In re Michael Pazden
   Bankr. D. N.J. Case No. 12-24605
      Chapter 11 Petition filed June 6, 2012

In re A&A Management Co. Inc.
   Bankr. E.D.N.Y. Case No. 12-44176
     Chapter 11 Petition filed June 6, 2012
         See http://bankrupt.com/misc/nyeb12-44176.pdf
         Filed Pro Se

In re Saad Ashraf
   Bankr. D. Nev. Case No. 12-16794
      Chapter 11 Petition filed June 6, 2012

In re Thomas Dimmick
   Bankr. D. Ore. Case No. 12-62546
      Chapter 11 Petition filed June 6, 2012

In re Trophy Shop Engravers, Inc.
   Bankr. W.D. Pa. Case No. 12-10828
     Chapter 11 Petition filed June 6, 2012
         See http://bankrupt.com/misc/pawb12-10828.pdf
         represented by: Gary V. Skiba, Esq.
                         YOCHIM, SKIBA & NASH
                         E-mail: gskiba@yochim.com

In re John Hughes
   Bankr. W.D. Pa. Case No. 12-22944
      Chapter 11 Petition filed June 6, 2012

In re Kathleen McIntire
   Bankr. E.D. Tenn. Case No. 12-12880
      Chapter 11 Petition filed June 6, 2012

In re Kenneth Rhule
   Bankr. W.D. Wash. Case No. 12-15969
      Chapter 11 Petition filed June 6, 2012

In re James Duke
   Bankr. S.D. Ala. Case No. 12-01982
      Chapter 11 Petition filed June 7, 2012

In re AFCO Fire Protection, Inc.
   Bankr. C.D. Calif. Case No. 12-15322
     Chapter 11 Petition filed June 7, 2012
         See http://bankrupt.com/misc/cacb12-15322.pdf
         represented by: Amid T. Bahadori, Esq.
                         LAW OFFICES OF AMID T. BAHADORI
                         E-mail: atb@bahadorilaw.com

In re Connoisseur Advisors, Inc.
   Bankr. C.D. Calif.  Case No. 12-17096
     Chapter 11 Petition filed June 7, 2012
         See http://bankrupt.com/misc/cacb12-17096.pdf
         represented by: Evan L. Smith, Esq.
                         EVAN L. SMITH ATTORNEY AT LAW
                         E-mail: els@elsmithlaw.com

In re Javier Vasquez
   Bankr. C.D. Calif. Case No. 12-29980
      Chapter 11 Petition filed June 7, 2012

In re Kevork Sarkisian
   Bankr. C.D. Calif. Case No. 12-30011
      Chapter 11 Petition filed June 7, 2012

In re Dennis Ha
   Bankr. C.D. Calif. Case No. 12-17113
      Chapter 11 Petition filed June 7, 2012

In re 211 ISB, LLC
   Bankr. M.D. Fla. Case No. 12-03826
     Chapter 11 Petition filed June 7, 2012
         See http://bankrupt.com/misc/flmb12-03826.pdf
         represented by: Bryan K. Mickler, Esq.
                         LAW OFFICES OF MICKLER & MICKLER
                         E-mail: court@planlaw.com

In re Pauline Vogler
   Bankr. S.D. Fla. Case No. 12-24035
      Chapter 11 Petition filed June 7, 2012

In re L&B Builders, Inc.
   Bankr. D. Idaho Case No. 12-01386
     Chapter 11 Petition filed June 7, 2012
         See http://bankrupt.com/misc/idb12-01386.pdf
         represented by: Bradley B. Poole, Esq.
                         E-mail: brad@bradpoolelaw.com

In re Mike Pagones
   Bankr. N.D. Ill. Case No. 12-23270
      Chapter 11 Petition filed June 7, 2012

In re George Pagones
   Bankr. N.D. Ill. Case No. 12-23271
      Chapter 11 Petition filed June 7, 2012

In re Maria Papageorgiou
   Bankr. N.D. Ill. Case No. 12-23272
      Chapter 11 Petition filed June 7, 2012

In re Byron Zolman
   Bankr. N.D. Ind. Case No. 12-12003
      Chapter 11 Petition filed June 7, 2012

In re Circle City Hauling, LLC
   Bankr. S.D. Ind. Case No. 12-06772
     Chapter 11 Petition filed June 7, 2012
         See http://bankrupt.com/misc/insb12-06772.pdf
         represented by: KC Cohen, Esq.
                         KC COHEN, LAWYER, PC
                         E-mail: kc@esoft-legal.com

In re Burlington Car Wash, Inc.
   Bankr. D. Mass. Case No. 12-42160
     Chapter 11 Petition filed June 7, 2012
         See http://bankrupt.com/misc/mab12-42160.pdf
         represented by: Herbert Weinberg, Esq.
                         ROSENBERG & WEINBERG
                         Email: hweinberg@jrhwlaw.com

In re The Jonca Law Group, P.C.
   Bankr. E.D. Mich. Case No. 12-54058
     Chapter 11 Petition filed June 7, 2012
         See http://bankrupt.com/misc/mieb12-54058.pdf
         represented by: James C. Warr, Esq.
                         JAMES C. WARR & ASSOCIATES, LLC
                         E-mail: attywarr@sbcglobal.net

In re Dani John
   Bankr. D. Nev. Case No. 12-16817
      Chapter 11 Petition filed June 7, 2012

In re John Daskalis
   Bankr. E.D.N.Y. Case No. 12-44249
      Chapter 11 Petition filed June 7, 2012

In re Green Box Lumber, L.L.C.
   Bankr. N.D.N.Y. Case No. 12-11529
     Chapter 11 Petition filed June 7, 2012
         See http://bankrupt.com/misc/nynb12-11529.pdf
         represented by: Francis J. Brennan, Esq.
                         NOLAN & HELLER, LLP
                         E-mail: fbrennan@nolanandheller.com

In re Amnon Shreibman and Ruth Shreibman
   Bankr. M.D. Tenn. Case No. 12-05272
      Chapter 11 Petition filed June 7, 2012

In re Rolando Beltran
   Bankr. W.D. Wash. Case No. 12-44026
      Chapter 11 Petition filed June 7, 2012

In re Forest View Inc.
        dba Postnet AZ112
   Bankr. D. Ariz. Case No. 12-12848
     Chapter 11 Petition filed June 8, 2012
         See http://bankrupt.com/misc/azb12-12848.pdf
         represented by: Michael Reddig, Esq.
                         Reddig Law Office
                         E-mail: reddiglaw@gmail.com

In re Ingrid Trenkle
   Bankr. C.D. Calif. Case No. 12-24023
      Chapter 11 Petition filed June 8, 2012

In re James Salamon
   Bankr. C.D. Calif. Case No. 12-17145
      Chapter 11 Petition filed June 8, 2012

In re Barbara O'Reilly, M.D., P.A.
        dba Oceanside Pediatrics
   Bankr. M.D. Fla. Case No. 12-03863
     Chapter 11 Petition filed June 8, 2012
         See http://bankrupt.com/misc/flmb12-03863p.pdf
         See http://bankrupt.com/misc/flmb12-03863c.pdf
         represented by: Jason A. Burgess, Esq.
                         The Law Offices of Jason A. Burgess, LLC
                         E-mail: jason@jasonaburgess.com

In re Eagle Court, Inc.
   Bankr. S.D. Fla. Case No. 12-24126
     Chapter 11 Petition filed June 8, 2012
         See http://bankrupt.com/misc/flsb12-24126.pdf
         Represented by: Chad T. Van Horn, Esq.
                         Van Horn Law Group P.A.
                         E-mail: chad@cvhlawgroup.com

In re Leonard Albanese
   Bankr. S.D. Fla. Case No. 12-24122
      Chapter 11 Petition filed June 8, 2012

In re Hesed Investments, LLC
   Bankr. S.D. Fla. Case No. 12-24072
     Chapter 11 Petition filed June 8, 2012
         See http://bankrupt.com/misc/flsb12-24072.pdf
         represented by: Lynn H. Gelman, Esq.
                         Lynn H. Gelman, P.A.
                         Email: lynngelman@bellsouth.net

In re Gene Yup
   Bankr. D. Nev. Case No. 12-51337
      Chapter 11 Petition filed June 8, 2012

In re Charles St. Community Center LLC
   Bankr. D.R.I. Case No. 12-11977
     Chapter 11 Petition filed June 8, 2012
         See http://bankrupt.com/misc/rib12-11977.pdf
         represented by: Louis Marandola, Esq.

In re Dhiresh Tewari
   Bankr. W.D. Wash. Case No. 12-16092
      Chapter 11 Petition filed June 8, 2012


In re Kenneth Treece
   Bankr. D. Ariz. Case No. 12-12971
      Chapter 11 Petition filed June 11, 2012

In re Con Te Inc
   Bankr. C.D. Calif. Case No. 12-30294
     Chapter 11 Petition filed June 11, 2012
         See http://bankrupt.com/misc/cacb12-30294.pdf
         represented by: Young K. Chang, Esq.
                         Law Offices of Young K. Chang
                         E-mail: bklaw3@yahoo.com

In re Kristjan Kristjansson
   Bankr. C.D. Calif. Case No. 12-15419
      Chapter 11 Petition filed June 11, 2012

In re E.Z. Restaurants, LLC
   Bankr. S.D. Ind. Case No. 12-06903
     Chapter 11 Petition filed June 11, 2012
         See http://bankrupt.com/misc/insb12-06903.pdf
         represented by: John R. Lansinger, Esq.
                         Lasinger Law Office
                         E-mail: chickslaw@yahoo.com

In re Chocolate Gravy Enterprises LLC
        dba Hickory Grocery
   Bankr. E.D.L.A. Case No. 12-11751
     Chapter 11 Petition filed June 11, 2012
         See http://bankrupt.com/misc/laeb12-11751.pdf
         represented by: Robin R. DeLeo, Esq.
                         The De Leo Law Firm LLC
                         E-mail:
jennifer@northshoreattorney.com

In re Kennedy Christian Enterprises LLC
   Bankr. E.D.L.A. Case No. 12-11752
     Chapter 11 Petition filed June 11, 2012
         See http://bankrupt.com/misc/laeb12-11752.pdf
         represented by: Robin R. DeLeo, Esq.
                         The De Leo Law Firm LLC
                         E-mail:
jennifer@northshoreattorney.com

In re Michael Scott
   Bankr. D. Mass. Case No. 12-14996
      Chapter 11 Petition filed June 11, 2012

In re James Wiggins
   Bankr. E.D.N.C. Case No. 12-04335
      Chapter 11 Petition filed June 11, 2012

In re John Parker
   Bankr. E.D.N.C. Case No. 12-04318
      Chapter 11 Petition filed June 11, 2012

In re Mount Inns
   Bankr. E.D.N.C. Case No. 12-04322
     Chapter 11 Petition filed June 11, 2012
         See http://bankrupt.com/misc/nceb12-04322.pdf
         Filed pro se

In re Joseph Connaghan
   Bankr. D.N.J. Case No. 12-24863
      Chapter 11 Petition filed June 11, 2012

In re Washington Realty Associates
   Bankr. M.D.P.A. Case No. 12-03516
     Chapter 11 Petition filed June 11, 2012
         See http://bankrupt.com/misc/pamb12-03516.pdf
         represented by: Roger Mattes, Jr., Esq.
                         Mattes and Mattes PC
                         E-mail: matteslaw@epix.net

In re Aggressive Enterprise Investments, LLC
   Bankr. E.D.V.A. Case No. 12-72487
     Chapter 11 Petition filed June 11, 2012
         See http://bankrupt.com/misc/vaeb12-72487.pdf
         represented by: John W. Tripp, Esq.
                         Law Office of John W. Tripp
                         E-mail: jtripplaw@aol.com

In re Margie Trucking, Inc.
        fdba Dale Dolin Trucking
          fdba 4-D Trucking
   Bankr. S.D.W.V. Case No. 12-20389
     Chapter 11 Petition filed June 11, 2012
         See http://bankrupt.com/misc/wvsb12-20389.pdf
         represented by: Mitchell Lee Klein, Esq.
                         Klein Law Office
                         E-mail: sydney@kleinhall.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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