TCR_Public/120615.mbx
         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 15, 2012, Vol. 16, No. 165

                            Headlines

3D RESORTS-BLUEGRASS: Insurance Lawsuit Goes to Bankruptcy Court
5995 REALTY: Case Summary & Unsecured Creditor
829 REALTY: PD Trust Wants Case Dismissed for Bad Faith Filing
829 REALTY: Court Approves Moritt Hock as Bankruptcy Counsel
AB RESORTS: Case Summary & 20 Largest Unsecured Creditors

ARCAPITA BANK: Seeks to Hire E&Y Bahrain as Auditor
ARCAPITA BANK: Has Interim OK to Hire KPMG UK as Valuation Advisor
ARCAPITA BANK: Proposes Aug. 30 as Claims Bar Date
ARCAPITA BANK: Creditors Hire Hassan Radhi as Bahraini Counsel
ARCAPITA BANK: Committee Hiring FTI as Financial Advisor

ARCTIC GLACIER: Posts Notice of Settlement of Class Suit
ART APPLIED: Case Summary & 20 Largest Unsecured Creditors
AUSTIN DEVELOPMENT: The Shoppes Owner Files for Chapter 11
AUTOPARTS HOLDINGS: Moody's Affirms 'B2' CFR/PDR; Outlook Neg.
BAKERS FOOTWEAR: Incurs $1 Million Net Loss in April 28 Quarter

BALL GROUND: Schedules Filing Moved Amid Counsel's Family Vacation
BBB ACQUISITION: Randy L. Royal Appointed as Plan Administrator
BBB ACQUISITION: Consensual Liquidating Plan Wins Confirmation
BERNARD L. MADOFF: Investor Calls on 2nd Circ. to Oust Picard
BERRY PETROLEUM: Moody's Raises CFR/PDR to Ba3; Outlook Stable

BHFS I LLC: Frisco Square Owners File Chapter 11 in Texas
BIOVEST INTERNATIONAL: Delays Note Interest Payment Until Nov.
BLITZ USA: To Close on July 31; Leaves 117 Workers Jobless
BOSTON BIOMEDICAL: Moody's Lowers Rating on Bonds to 'Ba3'
BUFFETS INC: Plan Confirmation Hearing Adjourned to June 27

BUNGE LIMITED: Fitch Puts 'BB+' Rating on Preference Shares
CANO PETROLEUM: Plan Confirmation Hearing Scheduled for July 16
CAPSTONE AUTO: Case Summary & 20 Largest Unsecured Creditors
CDC CORP: China.com Inc. Withdraws 1st Amended Reorganization Plan
CHINESEWORLDNET.COM INC: Auditor Raises Going Concern Doubt

CIRCLE ENTERTAINMENT: Borrows $450,000 from Directors, et al.
CLAIRE'S STORES: James Fielding Named Chief Executive Officer
CLAYTON PROFESSIONAL: PNC Bank Can Proceed With Receivership
DETROIT, MI: Fitch Junks Ratings on Three Bond Classes
DEWEY & LEBOEUF: Ex-Partner Files $7MM Fraud Suit vs. Execs

DOUGLAS BATTERY: Judge Aron Converts Case to Chapter 7 Proceeding
DVS SHOE: Files Schedules of Assets and Liabilities
DYNCORP INTERNATIONAL: Moody's Affirms 'B1' CFR; Outlook Stable
DYNEGY INC: May File for Chapter 11 to Carry Out Settlement
DYNEGY INC: Affirms Commitment to Morro Bay Power Plant

DYNEGY INC: Holdings' Plan Filing Exclusivity Extended to July 16
DYNEGY INC: U.S. Bank Drops Lawsuit After Deal Reached
DYNEGY INC: Claren Road Drops Appeal on Access to Docs
EASTMAN KODAK: Wants Former Employee's Lawsuit Halted
EASTMAN KODAK: Proposes to Hire Deloitte as Tax Adviser

EASTMAN KODAK: Proposes to Expand PwC Work
EASTMAN KODAK: To Add 40 Jobs at Colorado Plant
FIN'L GUARANTY: Regulator Has Pressure Not to Favor Policyholders
FREDERICK'S OF HOLLYWOOD: Posts $3.3MM Income in April 28 Qtr.
FULLER BRUSH: Intends to Sell Business by August

GENERAL AUTO: Won't Have Creditors Committee
HAWKER BEECHCRAFT: Committee Taps Akin Gump as Counsel
HOUGHTON MIFFLIN: Schedules Filing Extended to July 9
HOUGHTON MIFFLIN: Can Hire Kurtzman Carson as Claims Agent
HOUGHTON MIFFLIN: Has Green Light to Hire Paul Weiss as Counsel

HOUGHTON MIFFLIN: Moody's Corrects May 31 Ratings Release
IL LUGANO: Plan to be Funded by Cash on Hand and Sale Proceeds
INFINITE SPIRITS: SHAKERS Vodka Brand to be Auctioned on June 26
INNER CITY: Seeks Extension to File Creditor-Payment Plan
INTERLINE BRANDS: Moody's Cuts CFR/PDR to 'B2'; Outlook Stable

LI-ON MOTORS: Incurs $241,000 Net Loss in April 30 Quarter
LICHTIN/WADE LLC: Bankr. Administrator Wants Confirmation Denied
LIGHTSQUARED INC: Theoretically Has Cash Use to November 2013
MSR RESORT: Deloitte Tax OK'd as the Arizona Biltmore Tax Advisor
NET ELEMENT: To Merge with Cazador Acquisition

NEWLEAD HOLDINGS: PwC Greece Raises Going Concern Doubt
NORTHCORE TECHNOLOGIES: Six Directors Elected at Annual Meeting
ORAGENICS INC: Intrexon Discloses 26.5% Equity Stake
OTERO COUNTY: Plan Outline Hearing Scheduled for June 19
PENINSULA HOSPITAL: Court Okays Foy Advisors as Consultant

PENINSULA HOSPITAL: Court Okays Public Liquidation Sale
PENINSULA HOSPITAL: Trustee Can Hire Friedman as Zoning Consultant
PETTERS CO: Ex-EpsteinBeckerGreen Partner Faces Clawback Suit
PHARMACEUTICAL RESEARCH: Moody's Corrects May 31 Ratings Release
PRINCE SPORTS: Pachulski Stang Approved as Bankruptcy Counsel

PROTEONOMIX INC: Hires Manela as New Accounting Firm
PUGET ENERGY: Moody's Rates $450MM Senior Secured Notes 'Ba1'
QUAD/GRAPHICS INC: Moody's Affirms 'Ba2' CFR/PDR; Outlook Stable
RENAISSANCE CAPITAL: Moody's Lowers LT Issuer Ratings to 'B3'
RR DONNELLEY: Moody's Cuts CFR/PDR to 'Ba2'; Outlook Still Neg.

SK FOODS: Judge Sends Trustee's Malpractice Suit to District Court
SMART BALANCE: Moody's Assigns 'B1' CFR/PDR; Outlook Stable
SOLYNDRA LLC: Renews Sale Efforts for Fremont, Calif. Facility
SPECTRE PERFORMANCE: Taps Burr Pilger as Tax Accountant
SPECTRE PERFORMANCE: Hires Greines Martin to Appeal K&N Action

SPECTRE PERFORMANCE: Taps Hopkins-Carley to Prosecute K&N Action
SPECTRE PERFORMANCE: Taps Shulman Hodges as General Counsel
STOCKTON, CA: Moody's Says Debt Default Likely
SUSQUEHANNA AREA: Fitch Affirms 'BB+' $23.3 Million Revenue Bonds
TELVUE CORP: Four Directors Elected at Annual Meeting

TRIBUNE CO: Fails to Reach Deal With Henke on $100-Mil. Claim
TEXASBANC CAPITAL: Fitch Lowers Rating on Preferred Stock to 'BB-'
TOWER OAKS: CWCapital Asks Court to Convert Case to Chapter 7
TRIBUNE CO: Valuation Research May Face Litigation
TW2 LLC: Case Summary & 20 Largest Unsecured Creditors

UNIGENE LABORATORIES: Hires Ashleigh Palmer as CEO
UNIVISION COMMUNICATIONS: Fitch Affirms 'B' Issuer Default Rating
URBAN WEST: Asks for Dismissal of Chapter 11 Cases
VERTIS INC: Moody's Withdraws 'Caa1' Corporate Family Rating
VITRO SAB: US Ruling Effectively Precludes Mexican Plan

WINLAND ELECTRONICS: Gets Extension to Regain Compliance With NYSE
WORLDSPACE INC: Case Converted to Chapter 7 Liquidation
XTREME IRON: Heavy Equipment Rental Files for Chapter 11 in Dallas

* Moody's Says Anemic Macroeconomic Recovery to Hit US Telcos
* Moody's Says Insurance Brokerage Sector Faces Integration Risk

* Guggenheim Partners Launches Restructuring Advisory Business
* McGlinchey Stafford Taps H. Weinzetl for Fort Lauderdale Office

* BOOK REVIEW: Learning Leadership

                            *********

3D RESORTS-BLUEGRASS: Insurance Lawsuit Goes to Bankruptcy Court
----------------------------------------------------------------
District Judge Thomas B. Russell sent an insurance coverage action
commenced by Philadelphia Indemnity Insurance Company against 3D
Resorts-Bluegrass, LLC, to the U.S. Bankruptcy Court for the
United States District Court, Western District of Kentucky,
Owensboro Division, for determination of whether the case
constitutes a "core proceeding" within the meaning of 28 U.S.C.
Sec. 157(b).  The District Court cancelled a telephonic conference
scheduled for June 15, 2012.

On July 10, 2010, Philadelphia Indemnity filed the insurance
coverage action against 3D Resorts-Bluegrass, LLC, and 3D Resort
Communities, LLC, stemming from a Feb. 26, 2010 fire loss.  The
Plaintiff seeks a declaration that the insurance policy it issued
to the Defendants does not cover the building damaged by the fire.
The Defendants asserted counterclaims against the Plaintiff for
breach of contract, negligence, and reformation of an insurance
contract.

The case is PHILADELPHIA INDEMNITY INSURANCE CO., Plaintiff, v. 3D
RESORTS-BLUEGRASS, LLC 3D RESORTS COMMUNITIES, LLC, Defendants,
Case No. 3:10-CV-502 (W.D. Ky.).  A copy of the District Court's
June 12, 2012 Opinion and Order is available at
http://is.gd/nEYdX7from Leagle.com.

3D Resorts-Bluegrass, LLC, is represented in the case by Michael
A. Fiorella, Esq., and R. Michael Sullivan, Esq., at Sullivan,
Mountjoy, Stainback & Miller, P.S.C.

3D Resorts Communities, LLC, filed a Chapter 7 bankruptcy petition
(Bankr. W.D. Tex. Case No. 11-53809) on Oct. 31, 2011.  3D
Resorts-Bluegrass, LLC, filed a Chapter 7 bankruptcy petition
(Bankr. W.D. Tex. Case No. 11-54001) on Nov. 16, 2011.  On Dec. 8,
2011, the Texas bankruptcy court converted 3D Bluegrass's case to
a Chapter 11 bankruptcy case, ordered the appointment of a
trustee, and transferred venue of the case to the Western District
of Kentucky.


5995 REALTY: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: 5995 Realty Corp.
        P.O. Box 347857
        Miami, FL 33234

Bankruptcy Case No.: 12-24336

Chapter 11 Petition Date: June 12, 2012

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

Judge: Laurel M. Isicoff

Debtor's Counsel: Richard R Robles, Esq.
                  LAW OFFICES OF RICHARD R. ROBLES, P.A.
                  905 Brickell Bay Dr #228
                  Miami, FL 33131
                  Tel: (305) 755-9200
                  E-mail: rrobles@roblespa.com

Scheduled Assets: $2,664,577

Scheduled Liabilities: $2,847,628

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Robert & Maritza          Loans to Debtor        $449,572
Jacobson
P.O. Box 347857
Miami, FL 33234

The petition was signed by Robert Jacobson, president.


829 REALTY: PD Trust Wants Case Dismissed for Bad Faith Filing
--------------------------------------------------------------
PD Family Credit Shelter Trust asks the U.S. Bankruptcy Court for
the Eastern District of New York for (a) an order dismissing the
Chapter 11 case of 829 Realty LLC; or, in the alternative, (b)
appointing PD Trust as the responsible party for the Debtor; or,
(c) appointing a chapter 11 trustee.

PD Trust asserts that the case was commenced in bad faith.

According to PD Trust, Reuven Finkelstein, along with his family
members and their associated entities caused the involuntary
petition to be filed in bad faith.  To satisfy 11 U.S.C. Sec.
303's requirement that at minimum three creditors join in the
involuntary filing, it appears that the Finkelstein Family
misrepresented some or all of the other Petitioning Creditors'
consent to filing the Involuntary Petition.

PD Trust also requests that sanctions be imposed against those
members of the Finkelstein Family who commenced the involuntary
proceeding in bad faith, including the attorney's fees incurred by
PD Trust in conjunction with the bad faith proceeding.

                       About 829 Realty LLC

On Feb. 28, 2012, Full Line Hardware, Empire State Supply, Arsh
General Construction, and Low Voltage Solutions filed an
involuntary chapter 11 petition against 829 Realty, LLC (Bankr.
E.D. N.Y. Case No. 12-41415)

Bankruptcy Judge Jerome Feller presides over the case.  Moritt
Hock & Hamroff LLP represents the Debtor in its restructuring
effort.  The petitioners is represented by Gary F. Herbst, Esq.,
at Lamonica Herbst and Maniscalco.

The Court entered an order for relief on March 30, 2012.

No trustee, examiner, or committee of unsecured creditors has been
appointed.


829 REALTY: Court Approves Moritt Hock as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized 829 Realty, LLC, to employ Moritt Hock & Hamroff LLP as
counsel.

On Feb. 28, 2012, Full Line Hardware, Empire State Supply, Arsh
General Construction, and Low Voltage Solutions filed an
involuntary chapter 11 petition against 829 Realty, LLC (Bankr.
E.D. N.Y. Case No. 12-41415)

Bankruptcy Judge Jerome Feller presides over the case.  The
petitioners is represented by Gary F. Herbst, Esq., at Lamonica
Herbst and Maniscalco.

The Court entered an order for relief on March 30, 2012.

No trustee, examiner, or committee of unsecured creditors has been
appointed.


AB RESORTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: AB Resorts, LLC
        dba Vaughn LLC
        dba Atlantic Bay Resorts
        160 Sterling Road
        Tavernier, FL 33070

Bankruptcy Case No.: 12-24290

Chapter 11 Petition Date: June 12, 2012

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

Judge: Laurel M. Isicoff

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.com

Scheduled Assets: $2,300,000

Scheduled Liabilities: $3,238,578

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb12-24290.pdf

The petition was signed by Robert R. Vaughn, manager.


ARCAPITA BANK: Seeks to Hire E&Y Bahrain as Auditor
---------------------------------------------------
Arcapita Bank B.S.C.(c)  and its debtor-affiliates ask the
Bankruptcy Court for authority to employ Ernst & Young in Bahrain
as auditor to the Debtors, nunc pro tunc to March 19, 2012.

EY Bahrain provides clients with a broad array of services
relating to audit and risk, business community training,
technology and IT security and transaction advisory services.  EY
Bahrain's client base includes the Middle East's leading
conventional and Islamic banks and financial institution, major
companies in the oil and manufacturing sectors, government
departments and organizations, and leading hotels.

The Debtors have employed EY Bahrain as their auditor since the
Debtors' inception around November 1996.

EY Bahrain will provide auditing services under the terms of the
engagement letters entered into by the Debtors and EY Bahrain
prior to the commencement of the Chapter 11 Cases, as well as
additional auditing assignments, which will be governed by
separate engagements for comparable work, to be entered into by
the Debtors and EY Bahrain.

EY Bahrain's fees for services performed are charged on a fixed-
rate basis, with fees determined on an engagement-by-engagement
basis.  A summary of the Compensation Arrangement, together with
estimates of the fees to be charged by EY Bahrain, estimated on
the assumption that EY Bahrain receives appropriate assistance
from the Debtors' staff and employees:

     * ESOP SPV Engagement: 34,500 Bahraini Dinars (approximately
       $91,425), which is equal to 46 audits at BD750
       (approximately $1,988) per audit.

     * NRAL and AIPL Engagements: BD14,000 (approximately
       $37,100), which is equal to 28 audits at BD500
       (approximately $1,325) per audit.

     * Istisna'a Engagement: BD10,000 (approximately $26,500).

     * Investment SPV Engagement: BD750 (approximately $1,988)
       per audit.

EY Bahrain's Tariq Sadiq ascertains that (a) EY Bahrain is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b) of the
Bankruptcy Code and as required by Section 327(a) and referenced
by section 328(a) of the Bankruptcy Code; and (b) EY Bahrain does
not hold or represent an interest materially adverse to the
Debtors and their estates, and otherwise meets the standards for
employment under the Bankruptcy Code.

                       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: Has Interim OK to Hire KPMG UK as Valuation Advisor
------------------------------------------------------------------
Judge Sean H. Lane issued an interim order permitting Arcapita
Bank B.S.C.(c) to employ KPMG UK as valuation advisor.

The May 14 edition of the Troubled Company Reporter ran a story on
Arcapita Bank's hiring of KPMG as tax consultants and valuation
advisors.  Informal comments were received from the Office of the
United States Trustee for the Southern District of New York.  The
Official Committee of Unsecured Creditors lodged an objection.

The Court will hold another hearing on the matter on June 26.

KPMG UK is represented in the case by:

          Robin Spigel, Esq.
          Willkie Farr & Gallagher LLP
          787 7th Avenue
          New York, NY 10019

                       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: Proposes Aug. 30 as Claims Bar Date
--------------------------------------------------
To formulate a confirmable plan of reorganization and provide
accurate disclosure, Arcapita Bank B.S.C.(c) said the Debtors
require, among other things, complete and accurate information
regarding the nature, validity, number and amount of the claims
that will be asserted in the Chapter 11 cases.  Accordingly,
Arcapita Bank and its affiliated debtors, including Falcon Gas
Storage Company, Inc., ask the Bankruptcy Court to fix Aug. 30,
2012, at 5:00 p.m. (prevailing U.S. Eastern Time) as the last date
and time that proofs of claim against any of the Debtors may be
filed by any party other than governmental units as defined in
section 101(27) of the Bankruptcy Code.  The Debtors propose Sept.
17, 2012 at 5:00 p.m. (prevailing U.S. Eastern Time), as the
Governmental Bar Date.

The Debtors also ask the Court to approve the form and manner of
notice proposed by the Debtors.  They also seek approval of
certain methods to provide notice of the Bar Date, including
publishing a notice of the Bar Date in The Wall Street Journal
(International Edition) and The Financial Times on one occasion at
least 28 days prior to the Bar Date.

                       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: Creditors Hire Hassan Radhi as Bahraini Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Arcapita Bank B.S.C.(c) and its affiliated
debtors seeks permission from the Court to retain Hassan Radhi &
Associates as counsel to advise the Committee with respect to all
aspects of Bahraini law; advise the Committee on issues related to
real estate in the Kingdom of Bahrain owned or leased by the
Debtors; attend hearings in any related Bahraini proceedings and
monitor other developments (e.g., regulatory, governmental, etc.)
with respect to the Debtors and their affiliates in Bahrain.

A. Jalil Al Aradi, Esq., a partner at HR&A, attests his firm does
not have any connection with or represent any other entity having
an interest adverse to the Debtors, their creditors or any other
party in interest, or their attorneys, accountants or other
professionals.

The standard hourly rates charged by HR&A range from $730 to $660
for partners, $560 for counsel, associates and senior attorneys,
$450 to $400 for junior attorneys, and $180 for paralegals.

                       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 FTI as Financial Advisor
--------------------------------------------------------
Arcapita Bank's Official Committee of Unsecured Creditors wants
permission from the Court to retain FTI Consulting, Inc., together
with its wholly owned subsidiaries, agents, independent
contractors and employees, as its financial advisor.

FTI will be principally responsible for providing to the Committee
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.

Meanwhile, Houlihan Lokey will be primarily responsible for
advising the Committee on the financial and strategic elements of
the Debtors' business plan (including assessment of all
investments, proposed deal funding, relevant valuations and the
viability of a stand-alone plan of reorganization), potential
merger and acquisition transactions, and financing alternatives
for the Debtors, including exit financing.  While both FTI and
Houlihan Lokey recognize that it is difficult to predict how these
complex cases will proceed, they will undertake to coordinate all
of their services to the Committee in order to minimize, wherever
possible, any unnecessary duplication of services and any
potential burden on the Debtors and their professional advisors.

FTI is owed roughly $45,000 with respect to pre-petition fees and
expenses. FTI has waived its rights to receive payment.

FTI's Samuel E. Star ascertains that his firm does not hold or
represent any interest adverse to the estate, and is eligible to
represent the Committee under Section 1103(b) of the Bankruptcy
Code.

FTI professionals will be paid at these hourly rates:

          Senior Managing Directors        $780-895
          Directors/Managing Directors      560-745
          Consultants/Senior Consultants    280-530
          Administrative/Paraprofessionals  115-230

In addition, FTI will seek reimbursement of actual and necessary
expenses incurred by FTI as well as indemnification.

                       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.


ARCTIC GLACIER: Posts Notice of Settlement of Class Suit
--------------------------------------------------------
This notice is to all individuals and entities, wherever they may
reside or be domiciled, who purchased Units of Arctic Glacier
Income Fund during the period from March 13, 2002 to Sept. 16,
2008.

In September 2008, the plaintiffs commenced a class proceeding
against Arctic Glacier, Arctic Glacier Inc., and certain officers
and directors of Arctic Glacier in the Ontario Superior Court of
Justice.  The class action arises out of Arctic Glacier's
announcement of an investigation by the United States Department
of Justice into anti-competitive conduct in the packaged ice
industry.  Following that announcement, Arctic Glacier suspended
its distributions to its unit-holders, and the trading price of
the units declined significantly.  By order issued March 1, 2011,
the Court certified the class action.  The Defendants sought leave
to appeal the certification order and leave to appeal was granted
on Feb. 1, 2012.

On Feb. 22, 2012, Arctic Glacier and Arctic Glacier Inc. applied
for protection from their creditors pursuant to the Companies'
Creditors Arrangements Act in the Court of Queen's Bench for
Manitoba  and pursuant to Chapter 15 of the United States
Bankruptcy Code in the United States Bankruptcy Court of the
District of Delaware.  Each of these Courts granted orders staying
all legal proceedings against Arctic Glacier and Arctic Glacier
Inc. for the purpose of permitting them to restructure their
affairs.  Those orders currently prohibit the commencement or
prosecution against Arctic Glacier and Arctic Glacier Inc. and
certain of their current or former officers and directors.  It is
not currently known when or if such stays of proceedings will be
lifted.  Those proceedings may result in further orders of the
Restructuring Courts compromising or extinguishing the claims of
Class Members.

On June 1, 2012, the Court approved the Settlement Agreement,
dated April 25, 2012.  The Settlement is a compromise of disputed
claims and is not an admission of liability, wrongdoing or fault
on the part of any of the Defendants, all of whom have denied, and
continue to deny, the allegations against them.

The Settlement provides for the payment of CAD$13,750,000 in full
and final settlement of the claims of Class Members, including
legal fees, disbursements, taxes and administration expenses in
return for releases and a dismissal of the class action.  The
Defendants, members of the immediate families of the Individual
Defendants, any officers, directors or employees of the Income
Fund or Arctic or any subsidiary of the Income Fund or Arctic, any
entity in respect of which any such person has a legal or de facto
controlling interest, and any legal representatives, heirs,
successors or assigns of any such person or entity, are not
permitted to participate in the Settlement.

             Administration of the Settlement Agreement

The Court has appointed NPT RicePoint as the Administrator of this
Settlement Agreement.  The Administrator will oversee the claims
and opt-out processes and will distribute the Settlement Amount.

Those Class Members who wish to receive compensation from the
Settlement Amount must mail or otherwise submit a completed Claim
Form and any supporting documents to the Administrator, no later
than Sept. 11, 2012, at the following address:

        Arctic Glacier Income Fund Securities Litigation
        Claims Administrator
        P.O. Box 3355
        London, ON N6A 4K3


The Class Members who do not opt out and who file a valid claim
will be paid a pro rata share of the balance of the Settlement
Amount after payment of fees, expenses, and taxes. The Long Form
Notice contains the complete details of the process for filing a
Claim Form and how the Settlement Amount will be distributed.

All Class Members will be bound by the terms of the Settlement
Agreement unless they "opt out."  This means that Class Members
who do not opt out will not be able to bring or continue any other
claim or legal proceeding against the Defendants, or any other
person released by the Settlement Agreement in relation to the
matters alleged in the class action.  If you do not want to be
bound by the Settlement Agreement you must opt out.  Please note
however, that by opting out you will be barred from making a claim
and receiving compensation from the Settlement Amount.

If you wish to opt out you must submit a fully completed Opt-Out
Form along with the documents identified therein to the
Administrator, no later than Aug. 13, 2012.  If you are
considering opting out, you should have specific regard to the
impact of the orders which have been or may be made by the
Restructuring Courts on your ability to pursue litigation against
the Defendants in this action. Those orders may severely limit or
eliminate your ability to commence or continue litigation against
the Defendants named in this action.


ART APPLIED: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ART Applied Reimbursement Techniques, Inc.
        dba Applied Reimbursement Techniques
        fka Applied Reimbursement Technologies, Inc.
        739 N. University Blvd., Suite 104
        Mobile, AL 36608

Bankruptcy Case No.: 12-02036

Chapter 11 Petition Date: June 12, 2012

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  IRVIN GRODSKY, P.C.
                  P.O. Box 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657
                  E-mail: igpc@irvingrodskypc.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/alsb12-02036.pdf

The petition was signed by Ralph E. Patrick, president/CEO.


AUSTIN DEVELOPMENT: The Shoppes Owner Files for Chapter 11
----------------------------------------------------------
Chris Bagley, staff writer at Triangle Business Journal, reports
that Austin Development Group Inc. filed for Chapter 11 bankruptcy
reorganization in the U.S. Bankruptcy Court for the Eastern
District of North Carolina on June 11.

Austin Development Group owns The Shoppes at River Oaks Landing in
Garner, North Carolina.  The Company listed $1.5 million in debts
and $2 million in assets.

According to the report, Austin Development identified The Shoppes
as its primary asset, and said it owed Capital Bank $1.48 million,
secured by the shopping center.  The Shoppes generated nearly
$160,000 in gross income in each of the last two years.

The report says the filing lists Austin's owners as Mark and
Elizabeth Simpson of Carolina Beach and Ryan and Kathryn Roberts
of Raleigh.

The report notes George Mason Oliver, Esq., represents the
company.


AUTOPARTS HOLDINGS: Moody's Affirms 'B2' CFR/PDR; Outlook Neg.
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Autoparts
Holdings Limited -- Corporate Family and Probability of Default
Ratings, at B2. In a related action Moody's affirmed the B1 rating
of the company's senior secured first lien bank credit facilities,
and the Caa1 rating of the senior secured second lien term loan.
The rating outlook was changed to negative from stable.

The following ratings were affirmed:

Autoparts Holdings Limited:

Corporate Family Rating: B2;

Probability of Default: B2;

Fram Group Holdings Inc./Prestone Holdings Inc./Fram Group
(Canada) Inc., as co-borrowers:

US$50MM Senior Secured First Lien revolving credit facility due
2016: B1 (LGD3, 38%)

US$530MM Senior Secured First Lien Term Loan due 2016: B1 (LGD3,
38%)

US$150MM Senior Secured Second Lien Term Loan due 2017: Caa1
(LGD5, 85%)

Ratings Rationale

The B2 Corporate Family Rating continues to reflect Autoparts'
strong competitive market position balanced by the company's high
leverage and modest size. The company's operating performance has
been adversely impacted by higher costs for a key raw material,
ethylene glycol (EG), the recent unseasonably mild winter, and the
mild domestic economic recovery. As a result of these pressures,
Autoparts' profit margins have deteriorated well below 5% for the
LTM period ending March 31, 2012, and debt/EBITDA was well above
6x. Management is addressing these issues through the
identification and implementation of additional operational
improvements which are expected to result in approximately $91
million of run rate cost savings over the near-term. In addition,
the company has announced certain pricing actions to better
position its products. Supporting these actions are Autoparts'
portfolio of leading brand name aftermarket products, including
Fram (auto filters), Prestone (antifreeze & coolant), and Autolite
(spark plugs), and favorable long-term trends in the market for
automotive aftermarket parts.

The negative rating outlook reflects Moody's concern that, even
with the benefit of the above mentioned cost saving opportunities,
covenant cushions under the bank credit facilities will continue
to reduce over the intermediate-term. In addition higher cost
pressure on ethylene glycol, a key raw material in antifreeze, is
expected to remain as global automotive demand trends remain
positive.

Autoparts' adequate liquidity profile is anticipated to be
maintained over the near-term supported by cash balances and
availability under the $50 million senior secured revolving credit
facility. As of March 31, 2012, the company had $48 million of
cash and cash equivalents on hand. Availability under the
revolving credit facility was $31.5 million after $12 million of
borrowings and $5.6 million of outstanding letters of credit.
Moody's expects Autoparts to be free cash flow positive over the
near-term, inclusive of modest required amortization under the
first lien term loan. The primary financial covenants under the
senior secured facilities include a maximum total leverage ratio,
a minimum interest coverage ratio, and a maximum capital
expenditure limitation. While Autoparts is expected to remain in
covenant compliance over the near-term, covenant cushions are
expected to weaken due to the company's recent performance.
Alternative liquidity is limited as essentially all of the
company's domestic assets secure the bank credit facilities.

Future events that could potentially improve the company's outlook
or ratings include: improvement in revenues and operating margins
through organic growth and debt reduction from free cash flow
generation. Consideration for a higher outlook or rating could
arise if any combination of these factors were to result in
EBIT/Interest approaching 2.5x, and leverage approaching 4.0x.

Future events that could drive Autoparts' ratings lower include: a
deteriorating liquidity profile; a deteriorating economic
environment, or market share losses which would drive lower
operating margins. Consideration for a lower rating would result
if the company is unable to stabilize operating performance such
that EBIT margins improve to 5%, EBIT/Interest improves to above
1.5x, and debt/EBITDA reduces to below 6x.

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

Autoparts Holdings Limited, headquartered in Lake Forest, IL, is a
leading manufacturer of high quality, non-discretionary products
for the automotive and heavy-duty aftermarket. The company's
brands include FRAM(R), Prestone(R) and Autolite(R). For fiscal
year 2011, the Autoparts had sales of approximately $1 billion.
The company is owned by an affiliate of Rank Group Ltd, a New
Zealand based private equity firm.


BAKERS FOOTWEAR: Incurs $1 Million Net Loss in April 28 Quarter
---------------------------------------------------------------
Bakers Footwear Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.05 million on $44.31 million of net sales for the
13 weeks ended April 28, 2012, compared with a net loss of $2.51
million on $47.01 million of net sales for the 13 weeks ended
April 30, 2011.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

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

                        http://is.gd/K1ySIT

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.

The Company reported a net loss of $10.95 million for the
year ended Jan. 28, 2012, a net loss of $9.29 million for the year
ended Jan. 29, 2011, and a net loss of $9.08 million for the year
ended Jan. 30, 2010.

After auditing the Company's financial results for fiscal 2012,
Ernst & Young LLP, in St. Louis, Missouri, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
substantial losses from operations in recent years and has a
significant working capital deficiency.

The Company reported a net loss of $10.95 million on
$185.09 million of net sales for the 52 weeks ended Jan. 28, 2012,
compared with a net loss of $9.29 million on $185.62 million of
net sales for the 52 weeks ended Jan. 29, 2011.

                         Bankruptcy Warning

The Company said in the Form 10-K for the year ended Jan. 28,
2012, that if it does not achieve its updated business plan and
its margin improvement and cost reduction plan, or if the Company
were to incur significant unplanned cash outlays, it would become
necessary for the Company to quickly seek additional sources of
liquidity, or to find additional cost cutting measures.  Any
future financing would be subject to the Company's financial
results, market conditions and the consent of the Company's
lenders.  The Company may not be able to obtain additional
financing or it may only be able to obtain such financing on terms
that are substantially dilutive to the Company's current
shareholders and that may further restrict the Company's business
activities.  If the Company cannot obtain needed financing, its
operations may be materially negatively impacted and the Company
may be forced into bankruptcy or to cease operations.


BALL GROUND: Schedules Filing Moved Amid Counsel's Family Vacation
------------------------------------------------------------------
The Bankruptcy Court gave Ball Ground Recycling LLC until June 21,
2012, to file its schedules of assets and liabilities and
statement of financial affairs.

The documents were originally due June 8, 2012.  The Debtor said
its counsel would be out of the state on family vacation the week
of June 4 through 8.  Therefore, the Debtor and its counsel
require an extension of time to complete the Schedules and
Statement.

Based in Canton, Georgia, Ball Ground Recycling, LLC, filed for
Chapter 11 protection (Bankr. N.D. Ga. Case No. 12-63101) on
May 25, 2012.  Judge Margaret Murphy presides over the case.
Herbert C. Broadfoot, II, Esq., at Ragsdale, Beals, Seigler,
Patterson & Gray, LLP, represents the Debtor.  The Debtor
estimated both assets and debts of between $10 million and
$50 million.


BBB ACQUISITION: Randy L. Royal Appointed as Plan Administrator
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Wyoming approved the
appointment of Randy L. Royal as plan administrator for the
Consensual Plan of Liquidation proposed by BBB Acquisition, LLC,
The Dillard Family Trust u/a/d 8/6/03 and Fifth Third Bank.

The Dillard Family Trust, with the consent of Fifth Third Bank and
the Debtor, nominated Mr. Royal to act as plan administrator.

Pursuant to Article VII of the Plan, the Plan is to be
administered by a plan administrator, who will serve without bond.
The plan administrator will be a person who has experience and
expertise in administering the affairs of Reorganized BBB.

According to the Trust, Mr. Royal is a member of the panel of
Chapter 7 trustees in the District of Wyoming with extensive
experience and expertise required to liquidate the Debtor's assets
in the case and to administer the Debtor's assets in accordance
with the Plan.

Mr. Royal has reviewed the Plan and Disclosure Statement and has
agreed to the terms of the plan administrator agreement attached
hereto.  Mr. Royal's fees for serving as plan administrator will
be based on a rate of $250/hour, billed in quarter-hour
increments.

The Trust represents that Mr. Royal is an independent person with
no prior representation or affiliation with the Trust and the Bank
has indicated that Mr. Royal is an independent person with no
prior representation or affiliation with the Bank, and to the best
of their knowledge has no prior professional or personal
relationship with the Debtor.

                    About BBB Acquisition, LLC

BBB Acquisition, LLC, in Cincinnati, Ohio, is the developer of the
Bar-B-Ranch in Teton County, Wyoming.  The residential development
consists of 16 parcels, each in excess of 35 acres in size,
located adjacent to the Snake River.  BBB filed for Chapter 11
bankruptcy (Bankr. D. Wyo. Case No. 10-21002) on Aug. 24, 2010.
Brent R. Cohen, Esq., at Rothgerber Johnson & Lyons LLP, in
Denver, Colorado, represents the Debtor as counsel.  The Debtor
disclosed $57,239,218 in assets and $35,613,501 in liabilities.


BBB ACQUISITION: Consensual Liquidating Plan Wins Confirmation
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Wyoming approved the
Disclosure Statement and confirmed the Consensual Plan of
Liquidation proposed by BBB Acquisition, LLC, The Dillard Family
Trust u/a/d 8/6/03 and Fifth Third Bank.

On Jan. 12, 2012, the Court entered an order conditionally
approving Disclosure Statement.

The Consensual Plan dated Dec. 29, 2011, provides that after
approval of the Plan by the Bankruptcy Court, the Plan
Administrator will take over operation of the Debtor's business,
pay Allowed Administrative Claims, General Priority Claims,
Convenience Claims and Noninsider unsecured claims and attempt to
sell or otherwise liquidate the Debtor's assets, first by private
sale and then by auction if required.

The insiders of the Debtor will forfeit any right to payment of
their Claims under the Plan and the Members making up the Class 9
Equity Interests in the Debtor will surrender their economic
interest in the Debtor and lose their right to manage Reorganized
BBB.

The Plan designates 7 Classes of Claims and Interests:

    Class 1.  General Priority Claims.
    Class 2.  Secured Claims of Fifth Third Bank
    Class 3.  Claim of the Dillard Trust
    Class 4.  Convenience Claims
    Class 5.  Noninsider Claims
    Class 6.  Insider Claims
    Class 7.  General Unsecured Claims
    Class 8.  Contingent Contractor Claims
    Class 9.  Membership Interests.

Classes 1, 4 and 5 are not impaired under the Plan.  Accordingly,
these Classes will be deemed to have accepted the Plan.

Class 2 consists of the secured claim of Fifth Third Bank, which
filed a Proof of Claim on Nov. 19, 2010, for $21,300,343.  The
Allowed Class 2 Claim will bear interest at the rate of 30-day
LIBOR plus 2.50% per annum, commencing as of the last date
interest was paid current on the Class 2 Claim.

Reductions of the amount of the Allowed Class 2 Claim will be made
from Net Sale Proceeds of the Fifth Third Collateral.  In the
event such Net Sale Proceeds are insufficient to fully satisfy the
Class 2 Claim, the holder of the Class 2 Claim will be treated as
a General Unsecured Claim under Class 7 for the difference between
the Net Sale Proceeds from sale of the Fifth Third Collateral and
the unpaid balance of the Class 2 Claim.

The Class 2 Claim will also be entitled to one-half of any Net
Sale Proceeds that exceed the amount required to pay in full all
of the Claims under the Plan, but in no event will the amount of
such Class 2 Claim exceed the LLW Settlement Payment actually paid
to the Plan Administrator.  This provision will not apply in the
event that the Bank or the Dillard Trust submit a credit bid as
provided in Section 7.3(e) of this Plan that is accepted.

The Class 3 Claim held by Dillard Trust will be treated and paid
as follows:

   1. The holder of the Class 3 Claim will retain title to
      Ranches 1A and 1B free and clear of any interest of BBB,
      legal or equitable.

   2. The holder of the Class 3 Claim will be treated as a General
      Unsecured Claim under Class 7 for a claim in the amount of
      $6,000,000.

   3. The Class 3 Claim will be entitled to: a) one-half of any
      Net Sale Proceeds that exceed the amount required to pay in
      full all of the Claims under the Plan up to the amount of
      the LLW Settlement Payment, and b) all of such remaining Net
      Sale Proceeds that exceed the LLW Settlement Payment.  This
      provision will not apply in the event that the Bank or the
      Dillard Trust submit a credit bid as provided in Section
      7.3(e) of this Plan that is accepted.

Each holder of a Class 7 Allowed General Unsecured Claim will
receive such holder's Pro Rata share of distributions from the
Creditor Fund, after payment of Allowed Class 1, 2, 4 and 5
Claims, until paid in full, plus interest at the rate of 4% per
annum, calculated from the Petition Date.  The right of Allowed
Class 7 Claims to distributions is subject to the condition
that any funds available to pay such claims will be first remitted
to the Dillard Trust, up to the amount of the Administrative Claim
Payment actually paid by Mr. Dillard plus interest at 5.00%
per annum, with all remaining funds to be distributed Pro Rata to
holders of Class 7 Claims.

Class 9 consists of the membership interests of members of the
Debtor.  The holders of Class 9 membership interests will retain
no economic interest in the Debtor.  Upon the Effective Date, all
other rights of Class 9 membership interests will be, and will be
deemed to have been, transferred and assigned by the holders of
such membership interests to the Plan Administrator, and the
holders of Class 9 membership interests will have no right to
implement or execute the Plan and no distributions under the Plan.

A copy of the Disclosure Statement for the Joint Creditors and
Debtor's Consensual Plan of Liquidation is available for free at:

        http://bankrupt.com/misc/bbbacquisition.doc350.pdf

                    About BBB Acquisition, LLC

BBB Acquisition, LLC, in Cincinnati, Ohio, is the developer of the
Bar-B-Ranch in Teton County, Wyoming.  The residential development
consists of 16 parcels, each in excess of 35 acres in size,
located adjacent to the Snake River.  BBB filed for Chapter 11
bankruptcy (Bankr. D. Wyo. Case No. 10-21002) on Aug. 24, 2010.
Brent R. Cohen, Esq., at Rothgerber Johnson & Lyons LLP, in
Denver, Colorado, represents the Debtor as counsel.  The Debtor
disclosed $57,239,218 in assets and $35,613,501 in liabilities.


BERNARD L. MADOFF: Investor Calls on 2nd Circ. to Oust Picard
-------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that an investor bilked
in Bernard L. Madoff's Ponzi scheme asked the Second Circuit on
Tuesday to oust Madoff's liquidation trustee, claiming he withheld
information about a $220 million sweetheart settlement with a
Madoff associate's heirs.

According to Bankruptcy Law360, Marsha Peshkin appealed a New York
federal judge's Feb. 16 ruling denying her motion to remove
Bernard L. Madoff Investment Securities LLC trustee Irving H.
Picard.  The trustee allegedly concealed material information
about a settlement with Madoff associate Norman Levy, a real
estate developer who died in 2005.

                      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.


BERRY PETROLEUM: Moody's Raises CFR/PDR to Ba3; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded Berry Petroleum Company's
(Berry) Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Ba3 and upgraded its senior unsecured notes rating
to B1. The outlook is stable. This action concludes Moody's review
for upgrade, which commenced on April 2, 2012.

"The upgrade reflects Berry's high cash margins on production,"
commented Andrew Brooks, Moody's Vice President. "With oil
comprising 73% of first quarter 2012 production, Berry is well
placed to take advantage of high oil prices. Accumulated acreage
in the Permian ensures that the company has substantial
development potential for future oil production growth."

Issuer: Berry Petroleum Company

  Upgrades:

    Corporate Family Rating, Upgraded to Ba3 from B1

    Probability of Default Rating, Upgraded to Ba3 from B1

    Senior Unsecured Regular Bond/Debenture, Upgraded to B1 from
    B2

    Multiple Seniority Shelf, Upgraded to (P)B1 from (P)B3

    Multiple Seniority Shelf, Upgraded to (P)B2 from (P)Caa1

    Multiple Seniority Shelf, Upgraded to (P)B3 from (P)Caa2

      Outlook Actions:

     Outlook, Changed To Stable From Rating Under Review

Rating Rationale

Berry's Ba3 Corporate Family Rating (CFR) reflects its growing
production, its high quality asset base, the extent to which
production is dominated by crude oil, which contributes to its
strong cash margins, offset by its relatively high debt leverage
and modest size. A series of asset acquisitions have increased
debt leverage, but diversified Berry's reserve base, supported by
its long-lived, positive cash-flowing legacy California crude oil
production.

Moody's expects Berry's oil production will increase to
approximately 75% of its total production in 2012, up from 69% in
2011, a function of its continuing three-basin focus in
California, the Permian and the Uinta Basin. Total production in
2012 is expected to average 38,000-39,000 Boe per day, up roughly
8% from 2011, driven by an approximate 20% increase in oil
production. Berry has largely mitigated commodity price risk,
hedging 70% of its expected 2012 oil production and 40% in 2013.
While the company has not hedged its natural gas production, its
gas-fired steam requirements for enhanced oil recovery (EOR) in
California effectively act as a natural hedge for the bulk of its
natural gas production.

Berry's 47% Proved Undeveloped Reserves (PUDs) and 21 year Proved
Reserve life afford the company substantial drilling upside,
minimizing the need for further acquisitions to generate growth.
Its Permian Basin acreage is comprised of 71% PUDs at December 31,
2011, where Berry has identified over 450 potential drilling
locations and will run a five rig program in 2012.

The SGL-2 rating reflects good liquidity through mid-2013. At
March 31, 2012 on a pro forma basis, the company had approximately
$824 million of availability under its $1.2 billion ($1.4 billion
borrowing base) secured revolving credit facility, which matures
in May 2016. The pro forma adjustment is the result of Berry's
repayment of $350 million of its senior and senior subordinated
notes subsequent to quarter-end with the proceeds of March 2012's
$600 million senior notes issue. Berry's funds from operations and
revolver availability should sufficiently cover capital
expenditures and working capital requirements through 2013. The
revolving credit facility has one financial covenant - a minimum
EBITDAX to interest of 2.75x. There is ample headroom under the
covenant and Moody's expects full compliance through 2013.
Substantially all of Berry's assets are pledged as collateral for
the secured revolving credit facility.

The stable outlook reflects growth in Berry's production
approaching a sustained level of 45,000 Boe per day in 2013, and
the assumption that the company will only moderately outspend cash
flow in 2012. An upgrade would be considered if Berry appears able
to de-lever to below $30,000 debt to average daily production, and
grows production to levels approaching 60,000 Boe per day. A
downgrade would be considered should Berry's production fail to
grow as projected, resulting in relative debt leverage failing to
drop below $40,000 per Boe of average daily production.

The B1 rating on the senior unsecured notes reflects both the
overall probability of default of Berry, to which Moody's assigns
a PDR of Ba3, and a loss given default of LGD5 (74%). Berry's
senior unsecured notes are subordinate to its $1.2 billion ($1.4
billion borrowing base) secured revolving credit facility's
potential priority claim to the company's assets. The size of the
potential senior secured claims relative to Berry's outstanding
senior unsecured notes results in the notes being rated one notch
below the Ba3 CFR under Moody's Loss Given Default Methodology.

The principal methodologies used in rating Berry were the
Independent Exploration and Production Industry methodology
published in December 2011, and the Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA, published in June 2009.

Berry is a mid-sized independent E&P company headquartered in
Denver, Colorado.


BHFS I LLC: Frisco Square Owners File Chapter 11 in Texas
---------------------------------------------------------
BHFS I LLC and its affiliates, owners of the Frisco Square master-
planned development in the Dallas suburb of Frisco, filed for
Chapter 11 protection June 13 in Sherman (Bankr. E.D. Tex. Case
No. 12-41581 to 12-41585).

The Debtors own and operate substantial office, retail, and
residential rental space at the highly regarded project known as
"Frisco Square," in Frisco, Texas.  The project has 103,120 square
feet of rentable office space in three buildings, 110,395 square
feet of retail space in six buildings, including a 12-screen,
41,464 square-foot Cinemark theater, and 114 high-end multifamily
rental units in two buildings, all built between 2000 and 2010.
Occupancy rates are more than 85% for the office and retail space
and almost 95% for multifamily space.

The Debtors claim the businesses are profitable, despite the
recent severe economic downturn.  In addition, the Debtors own
approximately 37.5 acres of fully developed office, retail,
multifamily, hotel and parking garage development sites.

BHFS I estimated assets and debts of $10 million to $50 million.

The Debtors owe $48.5 million to senior secured lenders Bank of
America and Regions Bank.  The Debtors' loans matured in January
2012, and the lenders accelerated all obligations in February
2012.  The Debtors have proposed multiple restructuring mechanisms
to their senior secured lenders which, due mostly to the lenders'
internal disagreements, have not led to any meaningful progress.

An inability to refinance their obligations in light of market
conditions, and the continued and severe downturn in the
commercial real estate markets have led the Debtors to file the
Chapter 11 cases to restructure their obligations, reorganize
their businesses, preserve going concerns, and maximize the
returns for all creditors and stakeholders.

At the behest of the Debtor, Bankruptcy Judge Brenda T. Rhoades
held an emergency hearing for June 14.  First day motions filed by
the Debtors include requests to access cash collateral, maintain
the prepetition cash management system, and pay employee
obligations and benefits.  The Debtors are also seeking joint
administration of the Chapter 11 cases and an extension of the
deadline to file schedules and statements.


BIOVEST INTERNATIONAL: Delays Note Interest Payment Until Nov.
--------------------------------------------------------------
Biovest International, Inc., and Corps Real, LLC, entered into an
Amendment No. 1 to the Plan Secured Promissory Note dated Nov. 17,
2010, in the original principal amount of $3,169,223, payable by
the Company to Corps Real.  The Note, which has an outstanding
balance of approximately $2.3 million as of May 31, 2012, was
amended by the Note Amendment to suspend the Company's monthly
interest payments under the Note for a three-month period
beginning June 1, 2012.  Interest that is deferred during that
three-month period will become due and payable on the maturity
date of the Note, which is Nov. 17, 2012.  Except for the
suspension of the monthly interest payments, no further amendments
were made to the Note.  A copy of the amendment is available for
free at http://is.gd/yMAnxR

                    About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

In its audit report for the fiscal 2011 financial statements,
CHERRY, BEKAERT, & HOLLAND L.L.P., in Tampa, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred cumulative net losses since inception of approximately
$161 million and cash used in operating activities of
approximately $4.6 million during the two years ended Sept. 30,
2011, and had a working capital deficiency of approximately
$2.2 million at Sept. 30, 2011.

The Company reported a net loss of $15.28 million on $3.88 million
of total revenue for the year ended Sept. 30, 2011, compared with
a net loss of $8.58 million on $5.35 million of total revenue
during the prior year.

The Company's balance sheet at March 31, 2012, showed $5.14
million in total assets, $41.81 million in total liabilities and a
$36.66 million total stockholders' deficit.


BLITZ USA: To Close on July 31; Leaves 117 Workers Jobless
----------------------------------------------------------
Wally Kennedy at the Joplin Globe reports that Blitz USA will
close on July 31, putting 117 employees out of work.

"This is a sad day in the 46-year history of Blitz and for our 117
employees," the report quotes Rocky Flick, president of the
company, as stating.  "We appreciate the support of our employees
and their families in our efforts to reorganize and develop a
viable business plan.  Unfortunately, we were not able to address
the costs of the increased litigation associated with our fuel-
containment products."

According to the report, Amanda Emerson, external affairs manager
for Blitz USA, said the company is facing numerous lawsuits with
regard to its portable fuel containers.  The company has spent $30
million defending product-liability suits and owes $3.5 million in
lawyer fees.

The report relates the company had hoped the Chapter 11 bankruptcy
would help it find a solution for its litigation and insurance
costs.

The report says Blitz has begun efforts to market its business and
its remaining assets for sale.  The sale process, which likely
will take three months, is subject to approval by the bankruptcy
court.  The statement released by the company said it is premature
to say whether the sale will be successful or if it will allow the
resumption of manufacturing activities in Miami.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps.  Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.


BOSTON BIOMEDICAL: Moody's Lowers Rating on Bonds to 'Ba3'
----------------------------------------------------------
Moody's Investors Service has downgraded Boston Biomedical
Research Institute's (BBRI or Institute) rating on the Series 1999
bonds to Ba3 from Ba1. The rating action impacts
$12.9 million of rated debt. The bonds were issued through the
Massachusetts Development Finance Agency. The rating remains under
review for possible further downgrade. Moody's expects to conclude
Moody's next review of the rating in the next few months. Moody's
review will focus on updated FY 2012 financials and financial
covenants and FY 2013 budget.

Summary Ratings Rationale

The rating downgrade to Ba3 reflects a significant decline (25%)
in the Institute's operating revenue during FY 2012, unusually
high endowment draws and a long-term decline in cash and
investments. The rating remains on review for further potential
downgrade.

Challenges

* Significant multi-year operating deficits, by Moody's
calculation. The institute is expecting to have operating deficit
in FY 2012, the seventh consecutive year of imbalanced operations

* Deteriorating financial resources relative to debt and
operations due to multiyear operating deficits, investment losses,
and elevated endowment draws. The FY 2011 expendable financial
resources at $6.7 million was down 61% from FY 2007 level. The
deterioration of financial resources is particularly concerning as
the institute anticipates an unusually high endowment draw of 21%
in FY 2012, up from 8% in FY 2011.

* Heavy dependence on grants and contracts (87.8% of operating
revenue in FY 2011), with federal funding representing the bulk of
research funding. With the current slowdown in federal research
funding, BBRI's grant and contract revenue is projected to decline
by approximately $3 million to $8.5 million in FY 2012.

* Breach of the debt service coverage covenant contained within
the Loan and Trust Agreement. In 2009 and 2010, BBRI did not meet
the debt service coverage covenant (FY 2009: negative 260% and FY
2010: 74% as compared to 110% required). Based on projections for
FY 2012, BBRI will not meet this covenant and will hire a
financial consultant, as required per the Agreement. The Institute
has met the liquidity ratio covenant within the Loan and Trust
Agreement (FY 2009: 70.5% FY 2010: 69.2%, and FY 2011:72.5% as
compared to 50% required) and expects to meet this covenant for FY
2012.

* Very small scale of operations ($12.8 million revenue base in
FY 2011) and limited fundraising support ($488,000 of annual gift
revenue in FY 2011).

Strengths

* Liquid financial resource base (75% of financial resources are
expendable) provides some financial flexibility, coupled with all
fixed-rate debt structure.

* Expansion of the board of trustees, adding new members who
bring scientific and technology transfer expertise.

* Debt service reserve fund, security interest in gross receipts,
and first mortgage on the research facility provide some
additional bondholder security.

What Could Make the Rating Go Up

A rating upgrade is highly unlikely in the intermediate term. In
the long term, significant growth in liquidity, coupled with
strengthening of operating performance and revenue
diversification.

What Could Make the Rating Go Down

The rating could be downgraded in the event that the institute
does not demonstrate significant progress towards improving its
operating performance, including revenue growth and
diversification and significant expense containment. In addition,
borrowing without commensurate growth of financial resources and
continuation of elevated endowment draws could result in a
downgrade.

Principal Methodology Used

The Rating was assigned by evaluating factors believed to be
relevant to the credit profile of Boston Biomedical Research
Institute, such as i) the business risk and competitive position
of the issuer versus others within its industry or sector, ii) the
capital structure and financial risk of the issuer, iii) the
projected performance of the issuer over the near to intermediate
term, iv) the issuer's history of achieving consistent operating
performance and meeting budget or financial plan goals, v) the
nature of the dedicated revenue stream pledged to the bonds, vi)
the debt service coverage provided by such revenue stream, vii)
the legal structure that documents the revenue stream and the
source of payment, and viii) and the issuer's management and
governance structure related to payment. These attributes were
compared against other issuers both within and outside of the
Institute's core peer group and the rating is believed to be
comparable to ratings assigned to other issuers of similar credit
risk.


BUFFETS INC: Plan Confirmation Hearing Adjourned to June 27
-----------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware adjourned the hearing scheduled for June 13,
2012, to June 27, at 1 p.m., to consider the confirmation of
Buffets Inc., et al.'s Amended Plan of Reorganization.

As reported in the May 8 edition of the Troubled Company Reporter,
the plan requires the company to close more units as it tries to
rebuild traffic.  The plan calls for a $50 million first-lien exit
facility, of which $35 million would be drawn at the time of the
exit as a term loan.  The company plans to increase its capital
expenditures in fiscal year 2013 to start turning around traffic
at remaining units.  Buffets expects that it would emerge from
bankruptcy with 398 company-owned units, comprising 170 Ryan's
locations, 217 Old Country Buffet or HomeTown Buffet units, and 11
Tahoe Joe's restaurants.

The plan, as revised to gain the support of the official
creditors' committee, provides that unsecured creditors will
receive a recovery of 6% to 9% on $44.6 million in claims.  Before
the change, unsecured creditors were to receive nothing.  There
will be a trust for unsecured creditors that will pursue lawsuits
and be funded with at least $4 million.  First-lien lenders are to
receive the new stock in return for $251.8 million owing on the
existing first-lien facility.

                        About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  In its schedules Buffets Inc.
disclosed $384,810,974 in assets and $353,498,404 in liabilities.
The Debtors are seeking to reject leases for 83 underperforming
restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.

In March 2012, Buffets Inc. received court approval for an
incentive bonus program that may pay as much as $2.3 million to
executives if cash flow targets are met.  There was an April 30
hearing schedule on another program to pay bonuses for a
successful sale of the business that could cost $2.7 million.

In April 2012, Buffets Inc. filed an amended bankruptcy exit plan
that proposes to pay $4 million to a pool of unsecured creditors
who are owed more than $44 million.  Unsecured creditors are
expected to recover about 9% of their claims.


BUNGE LIMITED: Fitch Puts 'BB+' Rating on Preference Shares
-----------------------------------------------------------
Fitch Ratings has assigned a 'BBB' rating to Bunge Limited Finance
Corp.'s (BLFC) proposed $400 million senior unsecured notes due
2017.  The notes will be fully and unconditionally guaranteed by
BLFC's parent company, Bunge Limited (together, Bunge).  The
Rating Outlook is Negative.

Debt Issuance Details:

Fitch expects Bunge to utilize net proceeds from this issuance
toward general corporate purposes including the repayment of
upcoming debt maturities.  The notes contain a Change of Control
Triggering Event.  Upon the occurrence of a both a change of
control and ratings downgrades below investment grade, the company
is required to repurchase the notes at 101% of principal plus
accrued interest.  The notes will be issued under a new indenture
that will contain certain limitations on liens, sale/leasebacks
and mergers.

Rating Drivers: Bunge's ratings are supported by the company's
position as the world's leading oilseed processor and by modest
diversification from its food and ingredients business.  Bunge's
largest segment, Agribusiness, is also its most stable on an
annual basis, generating $1 billion or more of EBITDA in each of
the past five years.  A long-term favorable agribusiness outlook,
driven by growing protein consumption in developing countries and
higher demand for biofuels, is also a key rating factor.  Fitch
expects ample liquidity to support Bunge's ratings through
periodic earnings volatility and heightened working capital usage
that are characteristic of agricultural commodity cycles.  Bunge's
borrowings increase during periods of rising commodity prices to
finance working capital.

Negative Outlook: While Bunge's operating performance improved
significantly in 2011, Fitch is maintaining the Negative Outlook
in order to ascertain the sustainability of the performance
improvement trend.  Fitch remains cautious, given Bunge's earnings
volatility and lack of earnings visibility.  The company's high
capital expenditures in relation to its cash generation also
remain a concern as Bunge has not been able to consistently
generate positive free cash flow (FCF; cash flow from operations
less capital expenditures and dividends), even excluding working
capital swings.

The $1.4 billion Moema sugar mills acquisition in Brazil in 2010
was expected to provide diversification after the divestiture of
the company's Brazilian fertilizer nutrients business, but so far
has trailed expectations with disappointing performance.  Sugar &
Bioenergy and the remaining retail fertilizer business have yet to
materially contribute to Bunge's earnings, although improvement is
anticipated in 2012.

Guidelines for Further Rating Actions:

Fitch could revise the Outlook to Stable if Bunge's earnings show
stability and growth on an annual basis in 2012 versus 2011 and
unadjusted leverage (total debt to EBITDA) in the mid-2 times (x)
to 3x range appears achievable during most years.  The first
quarter, which is seasonally slow, had weaker operating
performance than Fitch had anticipated.  However, the large North
American crops expected in the fall of 2012 and increased
sugarcane milling volumes in Brazil should lead to strong second
half earnings in 2012.  If Bunge can demonstrate that its sugar
business is on track to generate EBIT of more than $100 million in
2012, this would also support a Stable Outlook.  That level of
earnings would be a significant improvement from the negative $20
million Sugar & Bioenergy segment EBIT in 2011, and demonstrate
progress toward the generation of annual segment EBIT greater than
$150 million in future years.

Fitch could implement a negative rating action if Bunge's EBITDA
generation of $1.7 billion in 2011 proves to be unsustainable, or
if the company engages in a large, debt-financed acquisition,
leading to a material increase in unadjusted leverage.  The
ratings could also be pressured if FFO is insufficient to cover
Bunge's capital expenditures and dividends and results in material
incremental borrowing.  Any negative rating action is likely to be
limited to a one notch downgrade.

Cash Flow and Liquidity: In 2011, Bunge's FCF was $1.3 billion, a
significant improvement from a $3.7 billion deficit in 2010 which
was driven by working capital needs due to escalating agricultural
commodity prices and inventories.  For the first quarter ending
March 31, 2012, FCF swung negative again, to a deficit of $581
million, due to working capital usage.  Although Fitch believes
high agricultural commodity prices are likely to remain, driven by
solid long-term global demand, working capital could become a
source of funds if commodity prices experience even a moderate
pullback.  Correspondingly, if commodity prices stabilize at
heightened levels, working capital usage should flatten out.

Bunge has $3.4 billion of committed liquidity including a $600
million fully backstopped liquidity facility for its commercial
paper (CP) program, a $1.75 billion revolving credit facility due
in April 2014 and a $1 billion revolving credit facility expiring
in November 2016.  As of March 31, 2012, the company did not have
any CP outstanding and it had a total of $2.1 billion available
under its committed facilities.  The credit facilities contain
certain financial covenants.  Bunge is in compliance with its
financial covenants.

Adjustments for Liquid Inventories: Bunge's liquidity includes its
agricultural commodity inventories such as soybeans, soybean oil,
soybean meal, corn, wheat, sugar, etc., classified as readily
marketable inventories (RMI).  Commodities that fall into the RMI
classification, which are very liquid due to widely available
markets and international pricing mechanisms and generally hedged,
provide an important source of liquidity for agribusiness
companies.  RMI was $4.2 billion at March 31, 2012, factoring
Fitch's 10% discretionary 'haircut' to Bunge's reported RMI.  In
addition to evaluating traditional credit measures, Fitch's
analysis of agribusiness companies considers leverage ratios that
exclude debt used to finance RMI.  Interest expense on debt used
to finance RMI is reclassified as 'cost of goods sold' and thus is
excluded from interest expense.  Fitch utilizes significant
discretion in these calculations.  With the adjustments described
above, Bunge's total debt/operating EBITDA was 1.0x for the latest
12 months ended March 31, 2012.

Unadjusted total debt (with 50% equity credit for the $690 million
convertible preference shares) to operating EBITDA was 3.5x,
operating EBITDA to gross interest expense was 5.1x and FFO fixed
charge coverage was 3.5x for the same period.  Unadjusted leverage
is high for the rating level but should improve with stronger
second half 2012 earnings.  Total debt with equity credit
increased $1.2 billion to $5.6 billion at March 31, 2012 from Dec.
31, 2011, primarily due to higher working capital.

Upcoming Maturities: Bunge's debt maturities include $300 million
of senior unsecured notes due in May 2013 and a $300 million term
loan due in December 2013.  Beyond these maturities, Bunge also
has $570 million of debt coming due in 2014.

Fitch currently rates Bunge and its subsidiaries as follows:

Bunge Limited

  -- Long-term Issuer Default Rating (IDR) 'BBB';
  -- Preference shares 'BB+'.

Bunge Limited Finance Corp. (BLFC)

  -- Long-term IDR 'BBB';
  -- Senior unsecured notes 'BBB';
  -- Senior unsecured term loans 'BBB';
  -- Senior unsecured credit facilities 'BBB'.

Bunge Finance Europe B.V. (BFE)

  -- Long-term IDR 'BBB';
  -- Senior unsecured credit facilities 'BBB'.

Bunge N.A. Finance L.P. (BNAF)

  -- Long-term IDR 'BBB';
  -- Senior unsecured notes 'BBB'.

The Rating Outlook is Negative.


CANO PETROLEUM: Plan Confirmation Hearing Scheduled for July 16
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on July 16, 2012, at 9 a.m., (prevailing Central
time), to consider the confirmation of Cano Petroleum Inc., et
al.'s Second Amended Plan of Reorganization dated May 30, 2012.
Objections, if any, are due July 6, at 5 p.m.

The confirmation hearing will be combined with (a) an evidentiary
hearing to consider the sale of the property and approval of the
successful bid relating to the transaction and (b) an evidentiary
hearing on any objections raised to the assumption or rejection of
any "desired 365 Contract."

Ballots accepting or rejecting the Plan will be due July 6, at 5
p.m.  Ballots must be addressed to:

By hand delivery or overnight mail at:

         BMC Group, Inc.
         Re: Cano Petroleum, Inc.
         18675 Lake Drive East
         Chanhassen, MN 55317

By first class mail at:

         BMC Group, Inc.
         Re: Cano Petroleum, Inc.
         P.O. Box 3020
         Chanhassen, MN 55317-3020

According to the Second Amended Disclosure Statement, the primary
purpose of the Plan is to facilitate the restructuring of the
Debtors pursuant to the Purchase and Sale Agreement.  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.  Additionally, the Plan contemplates the creation of a
Liquidating Trust to liquidate certain Liquidating Trust Assets
and distribute any remaining funds (after the payment of Allowed
Plan Carve Out Claims), in accordance with the Plan.

The Plan proposes these recoveries for these creditors:

   Claims/Interest    Estimated Range      Estimated Percentage
   ---------------       of Allowed             of Recovery
                      Claims/Interests     --------------------
                      ----------------
Senior Secured Claims    $60,756,864       Unknown until the
                                           auction is complete

UBE Junior Secured                         Unknown until the
   Claims                $16,567,376       auction is complete

Miscellaneous Secured
   Claims               $0 - $150000              100%

General Unsecured        $2,000,000 -           4% - 14%
   Claims                $5,000,000

Intercompany Claims          $0                     0%

Royalty Claims               $0                   100%

Preferred Stock              $0                     0%

Interests                                           0%

A full-text copy of the Second Amended Disclosure Statement is
available for free at:

    http://bankrupt.com/misc/CANO_PETROLEUM_ds_2amended.pdf

                       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.


CAPSTONE AUTO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Capstone Auto Group, Inc.
        dba Smith Ford
        P.O. Box 615
        Crawford, GA 30630

Bankruptcy Case No.: 12-30860

Chapter 11 Petition Date: June 12, 2012

Court: United States Bankruptcy Court
       Middle District of Georgia (Athens)

Debtor's Counsel: Todd E. Hennings, Esq.
                  MACEY, WILENSKY, KESSLER & HENNINGS, LLC
                  230 Peachtree Street, N.W., Suite 2700
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: thennings@maceywilensky.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/gamb12-30860.pdf

The petition was signed by M. Daniel Smith, president.


CDC CORP: China.com Inc. Withdraws 1st Amended Reorganization Plan
------------------------------------------------------------------
China.com, Inc., notified the U.S. Bankruptcy Court for the
Northern District of Georgia that it has withdrawn its (i) First
Amended Plan of Reorganization and the explanatory Disclosure
Statement for CDC Corporation.

As reported in the Troubled Company Reporter on May 21, 2012,
CDC's official committee of equity security holders filed with the
Court an objection to China.com's First Amended Disclosure
Statement for it First Amended Plan.

The committee asserted, "Instead of a beneficial interest in a
liquidation trust as proposed under the Joint Plan, under the
China.com Plan Equity Holders will be given an option to receive
either (a) a pro rata distribution of shares in the Reorganized
Debtor, or (b) to exchange such shares in the Reorganized Debtor
for 'a portion of the Cash Election Software Distribution
corresponding to the value of the Reorganized Debtor Shares being
so exchanged' . . . The Disclosure Statement does not explain how
the 'value' of the Reorganized Debtor Shares being so exchanged
will be determined." CDC also filed an objection to the Disclosure
Statement, explaining, " . . . the First Amended China.com
Disclosure Statement does not contain adequate information within
the meaning of Section 1125 of the Bankruptcy Code."

The TCR reported on April 27, 2012 CDC shareholder China.com's
filing of a First Amended Plan.

"Under the CRO/EC Plan, the CRO and Equity Committee propose to
liquidate the remaining assets of the Debtor. However, there is a
significant risk that the CRO and the Equity Committee will not be
able to realize full value and therefore deliver such value when
such assets are liquidated in a distressed sale. China.com
believes such assets have substantial value as going concern
businesses. Under the China.com Plan, those Holders that
participate in the Cash Election option will receive a fixed
amount of cash for their shares that are included in the Cash
Election. There is a risk that the value received under the Cash
Election option will be less than the value such Holder would
receive under the CRO/EC Plan. On the other hand, retaining an
interest in the Reorganized Debtor as provided under the China.com
Plan, would give such Holders the ability to receive greater value
than under the CRO/EC Plan if the Reorganized Debtor successfully
reorganizes and grows its businesses. The CRO/EC Plan seeks to
liquidate the Debtor and its subsidiaries, proposing that Holders
agree to receive a cash distribution of an unknown amount and at
uncertain times. The Plan Proponent submits that the China.com
Plan maximizes the value of the Debtor's Estate and is in the best
interests of the Holders of Claims and Interests, and that any
alternative to Confirmation of the China.com Plan would result in
significant delays and additional costs to the Debtor and its
Estate," according to the Disclosure Statement obtained by
BankruptcyData.com.

                          About CDC Corp.

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

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

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

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

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


CHINESEWORLDNET.COM INC: Auditor Raises Going Concern Doubt
-----------------------------------------------------------
Vancouver, Canada-based MNP LLP, Chartered Accountants, said in an
April  27, 2012 report that there is substantial doubt on the
ability of Chineseworldnet.Com Inc. to continue as a going
concern.

MNP audited the Company's consolidated balance sheet as at Dec.
31, 2011, the related consolidated statements of stockholders'
equity, operations and comprehensive income (loss) and cash flows
for the year then ended.

MNP said the Company had recurring losses and requires additional
funds to maintain its planned operations.  These factors raise
substantial doubt about its ability to continue as a going
concern.

For the year ended Dec. 31, 2011, the Company recorded a net
income of $138,040 with a net income of $198,966 attributable to
common stockholders, compared to a net income of $296,604 of which
$188,746 was attributable to common stockholders for the year
ended Dec. 31, 2010.  The decrease of net income of $158,564 was
primarily due to the increase of salary expenditures, the
recognition of deferred income tax expenses as well as loss in
foreign exchange transactions.  In Fiscal 2011, the Company
recorded revenue of $1,675,875 compared to $1,733,329 in Fiscal
2010.  The decrease of revenue of $57,454 was primarily due to the
consolidation of the operation result for CWN Capital in Fiscal
2010.

The Company said the continued weakened western economy has caused
increased demand for access to Chinese sources of funding for its
targeted client companies as well as increased demand for
information by individual investors was the primary factor of its
continued increases of overall revenue.  The Company generates
revenue from its Portal, IR/PR and Conference businesses.  The
Company's revenue sources come from these products and services
offered -- GCFF Conference Business, Road Show Business, Various
IR/PR Service, Chinese Webpage Design, Hosting and Maintenance,
and Online Marketing Service.  Other revenue sources include
Banner Advertising, Publication Service, CWN Membership and Online
Service, Translation Service, and others.

The Company also said China's emergence as a global economic power
and the continued weakness of the North American capital markets
have had a positive impact on its businesses in Fiscal 2010 and
Fiscal 2011 as shown in increased revenues, client base and
conference attendance and sales.  As the Company's business
development strategies in the Greater China region continued to
mature, the Company has significantly increased the revenues from
its GCFF Conference Business and all other aspects of its
businesses showed positive growth in sales revenue, other than the
CWN Membership and Online Service.  Going forward, with the
Company said its established networks of partners and sponsors in
both North America and China and its continued successful
implementation of various strategies and models, the Company sees
continued growth in overall revenue.

As of Dec. 31, 2011, the Company had total assets of $3,182,417
against total liabilities, all current, of $1,123,354.

A copy of the Company's Annual Report filed with the U.S.
Securities and Exchange Commission on Form 20-F for the fiscal
year ended Dec. 31, 2011, is available at http://is.gd/cw0Hni

                     About ChineseWorldNet.Com

ChineseWorldNet.Com Inc., incorporated under the Company Law (1998
revision) of the Cayman Islands on Jan. 12, 2000, has four
principal businesses: (1) the financial web portal business,
conducted under the ChineseWorldNet.com brand via the
www.chineseworldnet.com Web site; (2) the investor relations and
public relations business, conducted under the NAI500 brand via a
number of media channels including the www.nai500.com and
en.nai500.com Web sites, as well as certain other promotional
services; (3) the North America and Greater China cross-border
business partnering conferences business, conducted via the brand
of Global Chinese Financial Forum and its www.gcff.ca Web site;
and (4) the financial content and information distribution
business.

The www.chineseworldnet.com Web site is a web-based portal that
provides up-to-date financial content and information and
financial management tools in the Chinese language targeting the
Chinese investor community in North America.  The Portal business
provides financial news and covers corporate information of more
than 98% of the listed stocks on major North American exchange
markets, including New York Stock Exchange, American Stock
Exchange, NASDAQ Stock Market, OTC Bulletin Board, Toronto Stock
Exchange, and Toronto Venture Exchange.


CIRCLE ENTERTAINMENT: Borrows $450,000 from Directors, et al.
-------------------------------------------------------------
Certain of the directors, executive officers and greater than 10%
stockholders of Circle Entertainment Inc. made unsecured demand
loans to the Company totaling $450,000, bearing interest at the
rate of 6% per annum, on June 7, 2012, through June 11, 2012.

The Company intends to use the proceeds to fund working capital
requirements and for general corporate purposes.  Because certain
of the directors, executive officers and greater than 10%
stockholders of the Company made the Loans, a majority of the
Company's independent directors approved the transaction.

                    About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.

The Company's balance sheet at March 31, 2012, showed
$6.48 million in total assets, $13.72 million in total
liabilities, and a $7.23 million total stockholders' deficit.

L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed
substantial doubt about the Company's ability to continue as a
going concern following the 2011 financial results.  The
independent auditors noted that the Company has limited available
cash, has a working capital deficiency and will need to secure new
financing or additional capital in order to pay its obligations.


CLAIRE'S STORES: James Fielding Named Chief Executive Officer
-------------------------------------------------------------
Claire's Stores, Inc., announced that the Board of Directors has
appointed James D. Fielding as Chief Executive Officer.  Mr.
Fielding will assume the CEO Position on June 18, 2012, and will
also join the Company's Board of Directors.

Peter P. Copses, Chairman of the Board of Directors, commented,
"After conducting an extensive search and considering many capable
candidates, we are pleased to appoint Jim Fielding the CEO of
Claire's.  Jim is a proven retail executive with 25 years of
experience who possesses a compelling combination of leadership
skills and merchandising acumen.  At Disney Stores, Jim
successfully managed a specialty retailer with significant
international operations and a well-developed e-commerce business.
Jim joins a talented and experienced senior management team at
Claire's today who have helped to build a successful foundation on
which the Company is well positioned to grow.  We are confident in
Jim's ability to lead this team and to capitalize on the many
growth opportunities available to Claire's today.  We would also
like to thank Jim Conroy and Jay Friedman for their stewardship of
the Company since we began the search in January."

Mr. Fielding added, "I am enthusiastic about the opportunity to
lead Claire's, a company with a longstanding heritage, an
excellent market position, and an experienced management team.  In
addition to driving same store sales through best-in-class
merchandising and marketing strategies, I look forward to
capitalizing on the many growth initiatives available to the
company, including new stores, development of the Icing concept,
continued international expansion in markets such as Mexico, India
and China, and optimization of e-commerce.  I join a talented
management team who share my excitement about the opportunities in
front of us."

Mr. Fielding joins Claire's from The Walt Disney Company, where he
was most recently President of Disney Stores Worldwide.  In this
capacity, Mr. Fielding was responsible for all global operations
of the 360 Disney Stores in twelve countries as well as the
DisneyStore.com business in five countries.  He served as the
architect of the Company's brand and merchandising strategy, new
store expansion including successful launch of a new concept in
June 2010, the acquisition and turnaround of the Disney Stores
Japan business, and the development and expansion of the Company's
global e-commerce business, among other initiatives.  Prior to his
most recent role, he served as the EVP, Global Retail Sales and
Marketing for the Disney Consumer Products division, where he was
responsible for account management, retail operations, franchise
development and brand imaging for all consumer products
categories.  Prior to joining The Walt Disney Company, Mr.
Fielding held the position of General Merchandise Manager for the
coed division of Lands' End, Inc., a direct merchant offering
casual apparel for men, women and children.  At Lands' End, he
managed all channels of distribution including Internet, catalog
and stores.  Earlier in his career, Mr. Fielding held several
merchandising positions with The J. Peterman Company, The Gap, and
Dayton Hudson Department Store.

James G. Conroy, the Company's Chief Operating Officer, has
resigned, effective immediately.  Mr. Conroy's duties will be
assumed by Claire's newly appointed CEO, James Fielding.

Peter P. Copses, Chairman of the Board of Directors, commented,
"We thank Jim Conroy for his efforts since joining Claire's
shortly after the going-private transaction in 2007.  Jim played a
key role in improving Claire's merchandising, defining its target
customer strategy, expanding the Company's global footprint and
launching its e-commerce site.  We wish Jim well in all his future
endeavors."

In connection with his employment with the Company, the Company
and Mr. Fielding entered into an Employment Agreement dated
May 31, 2012, to be effective June 18, 2012.  Pursuant to the
terms thereof, Mr. Fielding will receive an annual base salary of
$900,000 and an annual target bonus of 100% of his base salary.
The actual amount of the bonus will depend upon the achievement of
certain annual performance objectives, but for the first year of
employment, will be no less than 100% of base salary paid to Mr.
Fielding during Fiscal 2012.

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

The Company's balance sheet at April 28, 2012, showed
$2.77 billion in total assets, $2.80 billion in total liabilities,
and a $39.53 million stockholders' deficit.

                        Bankruptcy Warning

If the Company is unable to generate sufficient cash flow and is
otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on its
indebtedness, or if the Company otherwise fail to comply with the
various covenants, including financial and operating covenants in
the instruments governing its indebtedness, the Company could be
in default under the terms of the agreements governing those
indebtedness.  In the event of that default:

  * the holders of those indebtedness may be able to cause all of
    the Company's available cash flow to be used to pay those
    indebtedness and, in any event, could elect to declare all the
    funds borrowed thereunder to be due and payable, together with
    accrued and unpaid interest;

  * the lenders under the Company's Credit Facility could elect to
    terminate their commitments thereunder, cease making further
    loans and institute foreclosure proceedings against the
    Company's assets; and

  * the Company could be forced into bankruptcy or liquidation.


CLAYTON PROFESSIONAL: PNC Bank Can Proceed With Receivership
------------------------------------------------------------
PNC Bank, N.A., successor to RBC Bank (USA) f/k/a RBC Centura
Bank, won dismissal of the chapter 11 case of Clayton Professional
Center, LLC.

PNC Bank has indicated that if the case is dismissed, the bank
will proceed with the appointment of a state court receiver to
manage and market the Debtor's property.  In granting the bank's
request, Bankruptcy Judge Stephani W. Humrickhouse said
receivership provides a superior tool for liquidating the Property
because of a receiver's ability to market the Property with the
backing of the bank over a longer period of time.  Unlike a
chapter 7 trustee, a receiver would have sufficient time and
revenue to find additional tenants, increase rent, and attract
potential investors.  Because a fully-rented property has greater
value due to its greater income potential, a receiver has a better
chance of obtaining a greater return on the debtor's Property as
compared to a chapter 7 trustee. It is apparent that dismissal
offers the stronger opportunity for property management and
maximizing the estate's value, and that dismissal of the chapter
11 case is in the best interest of both the creditors and the
bankruptcy estate.

The debtor's primary liabilities include its obligation to PNC
Bank, which holds a promissory note in the original principal
amount of $1,475,000 dated June 18, 2007.  The Note is secured by
a Deed of Trust Securing Future Advances covering the debtor's
Property.  The debtor also executed a separate Assignment of Rents
and Leases on June 18, 2007.  Furthermore, as additional
consideration for the Note, Douglas K. Cross, Lisa M. Bookert,
M.D., and Lisa M. Bookert, M.D., P.A. each executed Guaranty
Agreements in favor of RBC Bank dated June 18, 2007.  The debtor
defaulted under the Note and Deed of Trust after failing to make
monthly payments when due.  Subsequently, PNC Bank initiated
foreclosure proceedings on Oct. 28, 2011.  The outstanding balance
owed to PNC Bank as of the petition date is $1,475,028, including
$300,281 estimated as arrears.

A copy of the Court's June 12, 2012 Memorandum Opinion is
available at http://is.gd/zcsEEUfrom Leagle.com.

Clayton Professional Center, LLC, filed a voluntary Chapter 11
petition (Bankr. E.D.N.C. Case No. 11-09011) on Nov. 29, 2011.
Judge Stephani W. Humrickhouse presides over the case.  Stephon
John Bowens, Esq., at Bowens Law, PLLC, serves as the Debtor's
counsel.  It scheduled $2,034,150 in assets and debts of
$1,351,707.  The petition was signed by Douglas K. Cross, member.

Clayton Professional Center manages a 7,290-square-foot medical
office building located on roughly 13.3 acres at 900 S. Lombard
Street, in Clayton, North Carolina.  Although the site has been
approved for the construction of three office buildings, at
present only one has been built; a medical office building
containing three subdivided office units, with two units currently
leased (Laboratory Corp. of America and Lisa M. Bookert, M.D.,
d/b/a Clayton Family Medical Practice, respectively).  The Debtor
is a single asset real estate debtor as defined by 11 U.S.C. Sec.
101(51B).


DETROIT, MI: Fitch Junks Ratings on Three Bond Classes
------------------------------------------------------
Fitch Ratings has downgraded the following ratings for Detroit,
Michigan (the city):

  -- Approximately $511 million unlimited tax general obligation
     (ULTGO) bonds to 'CCC' from 'B';

  -- Approximately $453 million limited tax general obligation
     (LTGO) bonds to 'CC' from 'B-';

  -- Approximately $1.5 billion pension obligation certificates of
     participation (COPs) series 2005-A, 2006-A, and 2006-B issued
     through the Detroit Retirement Systems Funding Trust,
     Michigan to 'CC' from 'B'.

The pension COPs remain on Rating Watch Negative.

SECURITY:

ULTGO bonds are supported by the city's unlimited property tax
pledge.  LTGO bonds are a first budget obligation.  Pension COPs
are unconditional contractual obligations of the city, not subject
to appropriation.  If the city fails to make a COP debt service
payment, the contract administrator may file a lawsuit against the
city to enforce the obligation, and a court can compel the city to
raise the payment through the levy of taxes without limit as to
rate or amount pursuant to Michigan law.

KEY RATING DRIVERS:

DEBT SERVICE PAYMENT IN JEOPARDY: The city stated the possibility
that it would not make a debt service payment due on June 15 on
its pension COPs.  Fitch believes there are actions available to
both the city and the state of Michigan that would insure the
payment is made but that the current level of uncertainty so close
to a bond repayment date is consistent with a higher probability
of default than the prior B-category ratings implied.

CITY ATTORNEY SUIT: The city attorney has challenged the legality
of the recently enacted Fiscal Stability Agreement (FSA) between
the state and the city.  The suit is based on the contention that
the city cannot enter into a contract with an entity that has
defaulted on an obligation to the city, and that the state owes
funds to the city and therefore constitutes such an entity.  The
state asserts it is not delinquent on any payments to the city.

POTENTIAL LIQUIDITY CRISIS: In addition to the near-term debt
service payment, this suit threatens the city's much-needed
ability to refinance bond anticipation notes issued by the
Michigan Finance Authority (MFA) to avoid depletion of general
fund cash balances.  Fitch's belief that the inability to
refinance increases the prospects of a cash crisis is supported by
the city CFO's assertion that cash will be depleted once the next
payroll is met.

PENSION COPs BELOW ULTGOs: Fitch has historically rated the
pension COPs on par with the city's ULTGOs, one notch above the
LTGO bonds.  However, given the clear indication that the
mechanism to levy a property tax may not function to avoid a
default, Fitch has re-evaluated this distinction and now rates the
COPs below the ULTGOs and on par with the LTGOs.

FINANCIAL AND POLITICAL INSTABILITY: The fragility of both the
city's financial position and the relationships among branches of
city government and between the city and state is highlighted by
the instability triggered by the city attorney's suit.  Even if
this Friday's debt service payment is made, unless the suit is
settled promptly Fitch believes the city will likely imminently
face another liquidity crisis.

ADDITIONAL LEGAL UNCERTAINTY: An effort to overturn the state's
Public Act 4 (PA4), which forms the basis for a number of
provisions in the FSA including the suspension of collective
bargaining requirements, is ongoing despite setbacks.  A Michigan
Court of Appeals ruling on whether repeal will be on the November
ballot is pending.

SIGNIFICANT OPERATING DEFICITS CONTINUE: Officials project a $100-
$110 million operating deficit for the current fiscal year,
although the balance is expected to decline only $30-$40 million
due to the deficit financing mentioned above.  The deficit
continues a trend of significant budget variances and increases
the accumulated deficit from already high levels.

NEW BUDGET PROCEDURES UNTESTED: The FSA includes budgeting
procedures that Fitch believes should help remedy the city's
historical over-estimation of revenue.  The proposed fiscal 2013
budget includes deep spending cuts including police and fire as
well as a decline in revenues from the fiscal 2012 budget.  Fitch
believes revenues, budgeted flat to current year actuals, may
still be optimistic and that the sustainability of spending cuts
is questionable.  The FSA requires that the fiscal 2013 budget be
approved by the state treasurer.

WHAT COULD TRIGGER A RATING ACTION

MISSED DEBT SERVICE PAYMENT: If the city does not make its payment
on the COPs on Friday the rating on the COPs will be downgraded to
'D', and the ULTGO and LTGO ratings will likely be adjusted to a
level somewhat above 'D'.

RE-EMERGENCE OF A LIQUIDITY CRISIS: Absent a default the ratings
could also be adjusted if a potential pending liquidity crisis
results in an inability of the city to make payments on basic
governmental obligations such as payroll.

FURTHER OBSTACLES TO FSA: Fitch believes a number of possible
hurdles that are not all identifiable could further hinder what
appeared to be the shared goals of the mayor, city council, and
governor to avoid a deepening of the fiscal crisis.


DEWEY & LEBOEUF: Ex-Partner Files $7MM Fraud Suit vs. Execs
-----------------------------------------------------------
Henry Bunsow, former co-chair of Dewey & LeBoeuf LLP's IP
litigation group, on Wednesday filed a $7 million lawsuit against
the Company's former executive committee for allegedly misleading
him about Dewey's financial condition when recruiting him in 2010.

The Wall Street Journal's Jennifer Smith reports that Mr. Bunsow,
a litigator who joined the firm's San Francisco office in 2011,
accuses Steven Davis and other former leaders of Dewey of running
a "Ponzi scheme" that used money invested by new partners to
enrich themselves and others.

WSJ relates Mr. Bunsow alleges that Mr. Davis, Dewey's former
chairman, and other leaders of the firm misrepresented Dewey's
troubled finances to get him and other "successful partners" to
join the firm, and then used the capital they invested -- $1.8
million in Mr. Bunsow's case -- to pay themselves and other
partners.

According to the report, Mr. Bunsow's lawsuit is the first to
target Dewey's former leadership.  The lawsuits have been expected
for months, ever since a wave of partners began to leave the firm
amid disputes over compensation and concerns about its financial
condition.  Recent lawsuits by vendors and a former Dewey employee
have named the firm itself, not individual partners or executives.

Mr. Bunsow's lawsuit also names as defendants former Dewey
executives Stephen DiCarmine and Joel Sanders, as well as former
partners Jeffrey Kessler and James Woods.

Mr. Bunsow is now a partner at Bunsow De Mory Smith & Allison LLP
in San Francisco.

Mr. Davis has hired counsel in the Dewey case:

          Kathryn A. Coleman, Esq.
          Ned H. Bassen, Esq.
          HUGHES HUBBARD & REED LLP
          One Battery Park Plaza
          New York, NY 10004-1482
          E-mail: kcoleman@hugheshubbard.com
                  bassen@hugheshubbard.com

                      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 has won Court authority to use lenders' cash
collateral through July 31, 2012.


DOUGLAS BATTERY: Judge Aron Converts Case to Chapter 7 Proceeding
-----------------------------------------------------------------
Richard Craver at Winston-Salem Journal reports that Bankruptcy
Court Judge Catharine Aron converted the Chapter 11 case of
Douglas Battery Manufacturing Co. to a Chapter 7 proceeding to try
to expedite the sale of most of its properties.

According to the report, Judge Aron approved Joseph Burns as the
Chapter 7 trustee.  A hearing for creditors has been set for
9 a.m. July 27 at the U.S. Bankruptcy Court in Winston-Salem, 226
S. Liberty St.

According to the report, the development comes about two weeks
after attorneys for Lexington Road Properties Inc., owner of
Douglas Battery Manufacturing, requested an additional 60 days to
file a reorganization plan.  Douglas Battery Manufacturing, based
in Winston-Salem, said in January 2010 it would be going out of
business.  It sold its brands and designs to EnerSys of Reading,
Pa., for an undisclosed price.  It stopped making industrial
batteries in March 2010, eliminating 90 of its remaining 125 jobs.

The report notes the bankruptcy does not affect Douglas Battery &
Auto Care, a retail service center with shops in Winston-Salem and
Lexington.

The report adds the decision to convert to a Chapter 7 case was
made voluntarily by Lexington Road, according to William Sullivan,
a Womble Carlyle Sandridge & Rice LLP attorney representing the
company.

According to the report, the company said in a filing Feb. 15 that
its real property was worth $3.94 million, primarily $1.95 million
for its 73,800-square-foot distribution center at 2955 Starlight
Drive in Winston-Salem and $1.4 million for its 45,700-square-foot
headquarters and plant at 500 Battery Drive, also in the city.

The report says the properties have been examined by Piedmont
Industrial Services to determine whether they are environmentally
contaminated.

Based in Winston-Salem, North Carolina, Lexington Road Properties
Inc., fka Douglas Battery Manufacturing Company, filed for
Chapter 11 protection on Jan. 27, 2012 (Bankr. M.D.N.C. Case No.
12-50121).  William B. Sullivan, Esq., at Womble Carlvle Sandridqe
& Rice, LLP, represents the Debtor.  Lexington Road declared in a
Feb. 15 filing it had $4.9 million in real and personal assets and
$1.1 million in liabilities.


DVS SHOE: Files Schedules of Assets and Liabilities
---------------------------------------------------
DVS Shoe Co., Inc., filed with the Bankruptcy Court its schedules
of assets and liabilities, disclosing:

     NAME OF SCHEDULE                    ASSETS     LIABILITIES
     ----------------                    ------     -----------
   A - Real Property                         $0

   B - Personal Property             $7,375,479

   C - Property Claimed
       as Exempt

   D - Creditors Holding
       Secured Claims                                $7,609,054

   E - Creditors Holding Unsecured
       Priority Claims                                 $171,414

   F - Creditors Holding Unsecured
       Nonpriority Claims                            $4,301,119
                                         ------     -----------
       TOTAL                         $7,375,479     $12,081,588

The Debtor's assets include $1.2 million in bank accounts, $2.45
million in accounts receivables, and $3.4 million in inventory.

                        About DVS Shoe

Westminster, California-based DVS Shoe Co., Inc., a designer,
manufacturer and marketer of athletic shoes, filed a bare-
bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-16209)
on May 17, 2012, in Santa Ana.  The Debtor estimated assets and
debts of $10 million to $50 million.

Judge Catherine E. Bauer presides over the case.  Robert E. Opera,
Esq., at Winthrop Couchot PC, serves as the Debtor's counsel.  The
petition was signed by Kevin L. Dunlap, chairman of the board.

The Debtor has a deal to sell its assets for $4 million to DVS
Footwear Inc.  DVS Shoe intends to complete the sale of assets
before the end of June.

Bank of America N.A., the primary and senior secured creditor of
DVS Shoe Co., is owed in excess of $6.5 million under a revolving
working capital loan.  BofA is represented in the case by Jennifer
K. Brooks, Esq., and William B. Freeman, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.


DYNCORP INTERNATIONAL: Moody's Affirms 'B1' CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
and all instrument ratings of DynCorp International Inc., and the
SGL-3 speculative grade liquidity assessment. Separately, Moody's
changed DynCorp's ratings outlook to stable from negative. The
stable outlook reflects clear evidence of DynCorp's improved
operating performance, notably coming during a very challenging
climate for all defense service contractors, as well as the early
repayment of a meaningful portion of the LBO-incurred debt in 2H
of 2011 from free cash flow. While cyclical risks continue, some
of the performance improvement stems from business realignment
undertaken by a new management team and is likely to be sustained.
The SGL-3 speculative grade liquidity assessment reflects
DynCorp's overall adequate liquidity profile supported by solid
free cash flow generation, some reliance on its $150 million of
revolving credit facilities and sufficient cushion under the bank
facility financial covenants.

Rating Affirmations:

  Issuer: DynCorp International Inc.

     Corporate Family Rating/Probability of Default Rating,
     Affirmed at B1

     Senior Secured Bank Credit Facility, Affirmed at Ba2
     (LGD2, 20%)

     Senior Unsecured Notes, Affirmed at B2 (LGD5, 75%)

Outlook

      Changed to Stable from Negative

Speculative Grade Liquidity Assessment

      SGL-3

Rating Rationale

Moody's believes that DynCorp's operating earnings and cash flows
are likely to grow during 2012, as the company continues to
receive a large allotment of the LOGCAP contract (logistics and
support services, primarily in Afghanistan) and expands its
Aviation division through new contract wins. These trends should
lead to further improvements to key credit metrics, such that
Debt-to-EBITDA will likely be below 5.0 times and Free Cash Flow-
to-Net Debt likely approaching the high single-digit level over
the next 12-to-18 months -- both supportive of the B1 rating.

DynCorp's Q1 earnings release showed sharp revenue growth (+18%
year-over-year) and some decline in operating margins, due mainly
to one-off losses in the Security Services Group. Operating
margins remain in the low 4% range, mostly driven by the LOGCAP
contract (+40% of total sales, and about 3.5% operating margin).
However, the relatively low margin on LOGCAP is in line with the
returns for executing under a cost-plus, indefinite delivery,
indefinite quantity (IDIQ) contract. Award fees are growing for
LOGCAP, boosting margins and offsetting volume declines in CivPol
(Iraq and Afghanistan police training) and other areas. Notably
Moody's believes that the LOGCAP contract revenues will decline
longer-term, so continued execution on this contract is critical
to position DynCorp to win new Defense and State Department
business.

DynCorp's operating profits should remain steady, and could grow
longer-term to the mid-single-digit range as Aviation (maintenance
of military aircraft; now about 30% of total sales and 7%
operating margin) becomes a larger portion of DynCorp's business.
The Aviation division's new NASA contract for aircraft maintenance
and operational support (worth up to $177 million over 3 years)
demonstrates the company's ability to win new business outside of
the Department of Defense.

Moody's believes that DynCorp could further reduce the debt
incurred to fund Cerberus Capital Management's leveraged
acquisition of the company (in 2010). DynCorp repaid about $155
million of its bank credit facility term loan during fiscal 2011,
through applying free cash flow. Internally generated cash flows
should remain solid during Fiscal 2012, leading to stable free
cash flow generation in line with Fiscal 2011 levels - which could
be applied to additional debt reduction. Importantly, forward cash
commitments are low as DynCorp has low levels of capital spending
(about $7 to $8 million annually) and moderate working capital
need.

The B1 Corporate Family Rating reflects DynCorp's good size (total
revenue of $3.9 billion, twelve months to March 31 2012) and
global scale, well established position as a contractor for the
Department of Defense and Department of State and diverse revenue
streams in logistics/support, aircraft MRO, police and linguistics
training. While unlikely to occur over the near term, DynCorp's
ratings could be upgraded should Debt-to-EBITDA approach 4 times
and EBIT-to-Interest be sustained above 2 times. A downward
revision in the rating and/or outlook could occur if DynCorp is
unable to sustain improvements to operating performance or
maintain an adequate liquidity profile, such that Debt-to-EBITDA
is sustained above 5 times and Retained Cash Flow-to-Debt
sustained below 10%. Loss of significant contracts, and/or failure
to de-lever over time, could also pressure down the rating or
outlook.

DynCorp International Inc., headquartered in Falls Church, VA,
operates in six strategic business groups: LOGCAP, Aviation,
Training and Intelligence Solutions, Global Logistics &
Development Solutions, Security Services, and Global Linguist
Solutions, a 51% owned joint venture. Principal services provided
by DynCorp include: law enforcement training and support, security
services, base and logistics operations, intelligence training,
rule of law development, construction management, platform
services and operations (managing aviation and surface vehicle
services and assets for the U.S. military at locations across the
U.S. and abroad) and linguist services. Revenues for the twelve
months ended March 31, 2012 were approximately $3.9 billion.


DYNEGY INC: May File for Chapter 11 to Carry Out Settlement
-----------------------------------------------------------
Dynegy Inc. may file for Chapter 11 protection to carry out a
settlement with creditors holding more than $2.7 billion of claims
against Dynegy Holdings LLC, according to an outline of the
company's revised Chapter 11 plan of reorganization.

Dynegy Inc. will also merge with Dynegy Holdings, with the parent
being the surviving entity.  Details of the merger are still being
worked out and should be filed by June 18, according to the plan.

Dynegy Holdings filed the revised plan on June 8 after Judge
Cecelia Morris of the U.S. Bankruptcy Court for the Southern
District of New York approved the settlement on June 1.

Under the revised plan, $200 million cash and 99% of the merged
companies' stock will be given to holders of $4.2 billion general
unsecured claims against Dynegy Holdings.

The claims include $3.487 billion on six issues of senior notes,
$110 million for Resources Capital Management Corp.'s claim, $540
million on lease guaranty claims and $55 million on claims
asserted by holders of subordinated debt.

The plan also provides for the distribution of 1% of the merged
companies' stock to holders of administrative claims.

Only holders of general unsecured claims are entitled to vote on
the revised plan.  Holders of priority claims, secured claims and
so-called "convenience claims" are deemed to have accepted the
plan.  Meanwhile, holders of securities claims and equity
interests are not entitled to any recovery, and are deemed to have
rejected the plan.

Full-text copies of Dynegy Holdings' revised plan and the
disclosure statement are available without charge at:

  http://bankrupt.com/misc/Dynegy_3rdAmendedPlan.pdf
  http://bankrupt.com/misc/Dynegy_3rdDS.pdf

                        The Settlement

Judge Morris approved the settlement earlier this month after
Dynegy debt holders dropped their opposition to the deal.

The debt holders including Claren Road Asset Management LLC, DO S1
Limited and Wells Fargo Bank N.A. accepted the settlement after
Dynegy Holdings agreed to revise its terms, which include granting
the bank a $55 million general unsecured claim against the
company.

Claren and DO S1, which hold a portion of the $200 million worth
of subordinated notes, had accused Dynegy Holdings of using the
settlement to avoid the so-called "absolute priority rule."

Under the absolute priority rule, equity holders are entitled to
nothing unless all creditors are paid in full or otherwise agree.

The settlement also drew flak from Cleo Zahariades, an investor in
Dynegy Inc., who is suing the company's directors in Delaware
Chancery Court over the sale of the coal-powered plan assets.

Although not a party to the settlement, Mr. Zahariades eventually
dropped his objection, which Dynegy lawyers described as
"nuisance" and an attempt to obtain discovery for his suit in
Delaware.

The settlement, meanwhile, drew support from Dynegy Inc., holders
of senior debt, the committee representing general unsecured
creditors, and David Hershberg, Dynegy Holding's manager.

In a statement, Robert Flexon, president and chief executive
officer of Dynegy Inc., said approval of the settlement
"establishes the foundation for the remaining steps in the
restructuring process."

"We are pleased that all major creditor groups are now a part of
the settlement agreement and look forward to their continued
support as we work together towards a fall 2012 Chapter 11
emergence date," Mr. Flexon said.

The agreement calls for the settlement of lawsuits between Dynegy
Holdings and its parent related to the transactions investigated
by a court-appointed examiner including Dynegy Inc.'s acquisition
of coal-powered plant assets.  The agreement also settles a
lawsuit U.S. Bank N.A. brought against Dynegy Holdings and two
other subsidiaries of Dynegy Inc.

A copy of the revised settlement agreement is available without
charge at http://bankrupt.com/misc/Dynegy_RevSettlement.pdf

As part of the settlement, Dynegy Holdings and Dynegy Inc. inked
another agreement on June 5, under which the latter contributed
and assigned to Dynegy Holdings its stake in Dynegy Coal Holdco,
LLC.  In exchange, the parent company will have an administrative
claim against Dynegy Holdings.

A copy of the June 5 agreement is available without charge
at http://is.gd/owGFzd

                         About Dynegy Inc.

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

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

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

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

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

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

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

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

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


DYNEGY INC: Affirms Commitment to Morro Bay Power Plant
-------------------------------------------------------
Dynegy's Morro Bay power generation facility continues to provide
Californians with safe, reliable and environmentally compliant
electricity.  Until recently, output from the facility was under
contract to a local utility.  That contract was cancelled in mid-
May and the cancellation will likely result in a shift of earnings
and cash flows between periods.

Dynegy is actively seeking other commercial arrangements for the
facility and has been offering the facility's output in the day-
ahead market administered by the California Independent System
Operator since May 19, 2012.  Dynegy will continue to respond to
requests for offers from California utilities seeking to procure
electric capacity needed to serve their customers.

While Dynegy has been successful in winning contracts through this
resource adequacy process in the past, Dynegy believes that a more
forward-looking, transparent, market-based solution to securing
electric supply would benefit consumers, utilities and independent
generators.  Dynegy has no plans to retire the facility at this
time, and as long as the plant is economically viable, Dynegy will
continue to operate it.

The Morro Bay Power plant is located at 1290 Embarcadero Road,
just east of Coleman Park.

                         About Dynegy Inc.

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

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

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

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

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

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

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

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

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


DYNEGY INC: Holdings' Plan Filing Exclusivity Extended to July 16
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the period during which Dynegy Holdings LLC has the
exclusive right to file its Chapter 11 plan to July 16, 2012.

Dynegy Holdings has until Sept. 14, 2012, to solicit votes on the
plan from creditors.

In light of the substantial strides toward plan confirmation that
have been made to date, it is critical that the Debtors be
permitted to continue this process without disruption, Debtors'
counsel Sophia P. Mullen, Esq., at Sidley Austin LLP, in New York,
said in the exclusivity motion.

                         About Dynegy Inc.

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

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

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

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

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

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

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

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

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


DYNEGY INC: U.S. Bank Drops Lawsuit After Deal Reached
------------------------------------------------------
U.S. Bank N.A. entered into an agreement that calls for the
dismissal of its lawsuit against Dynegy Holdings LLC and two other
subsidiaries of Dynegy Inc.

The agreement comes after the U.S. Bankruptcy Court for the
Southern District of New York approved a settlement between Dynegy
Inc. and creditors holding more than $2.7 billion of claims
against Dynegy Holdings.  The settlement calls for the resolution
of the U.S. Bank lawsuit.

U.S. Bank sued the Dynegy units following their proposal to end
leases on power plants that will be sold to creditors, and to
determine the bank's claims resulting from the rejection of those
contracts under U.S. bankruptcy law.

At the heart of the lawsuit is the issue of whether the power
plants are real properties as claimed by Dynegy Holdings or they
are personal properties as claimed by U.S. Bank.

Whether the plants are real or personal property determines
whether bankruptcy law puts a cap on damages from terminating the
leases through bankruptcy.  If the leases for the plants are real
property leases, the Dynegy units are liable for damages limited
to three years rent.  If the leases are for personal property,
there is no limit on resulting damages pursuant to bankruptcy law.

                         About Dynegy Inc.

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

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

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

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

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

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

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

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

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


DYNEGY INC: Claren Road Drops Appeal on Access to Docs
------------------------------------------------------
Claren Road Asset Management LLC dropped its appeal from a
bankruptcy judge's ruling denying its request for public access to
the report released by the examiner who investigated the sale of
coal-powered plant assets of Dynegy Holdings LLC's subsidiary.

Judge Cecelia Morris denied last month Claren's request that the
unredacted portions of the report be made public, saying the
hedge-fund manager "has not shown a compelling need for the
report."

The 159-page examiner report found that Dynegy Inc.'s acquisition
of coal-powered plant assets was a fraudulent transfer that harmed
creditors.  Some portions of the report were not made public,
however, because they allegedly contain information protected by
attorney-client privilege.

                     Claren Subpoeanas Quashed

Meanwhile, Judge Cecelia Morris issued an order quashing the
subpoena served on the examiner appointed to investigate the sale
of the coal-powered plant assets of Dynegy Holdings LLC's
subsidiary.

Claren Road Asset Management served the subpoena to force Susheel
Kirpalani, the court-appointed examiner, to turn over documents he
collected during his investigation.

Mr. Kirpalani refused to turn over the documents, saying it would
compromise the integrity of his investigation, and would violate
the bankruptcy court's previous decisions prohibiting him from
sharing the documents with any party except the bankruptcy court.

                         About Dynegy Inc.

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Wants Former Employee's Lawsuit Halted
------------------------------------------------------
Eastman Kodak Co. asked the U.S. Bankruptcy Court in Manhattan to
extend the automatic stay to all defendants in a lawsuit filed by
a former employee of the company.

The move comes after Ronald Haywood, a former employee of Eastman
Kodak, allegedly refused the company's request that the automatic
stay be also applied to his claims against his former supervisor,
Richard Klaus.

Mr. Haywood sued the company and Mr. Klaus for racial
discrimination after he was terminated from his job.  In his
complaint, Mr. Haywood alleged his supervisor worked with other
Kodak officials in selecting the employees who should be
terminated.

Eastman Kodak's bankruptcy filing automatically stayed Mr.
Haywood's claims against the company but not his claims against
the other defendant.

The automatic stay is an injunction that halts actions by
creditors against a company in bankruptcy protection.

In court papers, Andrew Dietderich, Esq., at Sullivan & Cromwell
LLP, in New York, said the automatic stay should also be applied
to Mr. Haywood's claims against Mr. Klaus since any liability
that may be found against the supervisor will be imputed against
the company.

"If the Haywood litigation is allowed to proceed against Mr.
Klaus, Kodak will risk having inextricably linked claims decided
against it without an opportunity to litigate, incurring the cost
of defending the litigation and a potential judgment against Mr.
Klaus," Mr. Dietderich argued.

A court hearing on Eastman Kodak's request is scheduled for
June 25, 2012.  Objections are due by June 18, 2012.

                       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 to Hire Deloitte as Tax Adviser
-------------------------------------------------------
Eastman Kodak Co. and its affiliated debtors have filed an
application to employ Deloitte Tax LLP as their tax adviser.

As tax adviser, the firm will be tasked to review existing global
organizational and tax entity structure.  Deloitte Tax will also
analyze Eastman Kodak's entity rationalization pertaining to
local country tax laws, meet with management regarding the
rationalization, among other services.

Eastman Kodak proposed to pay Deloitte on an hourly basis and
reimburse the firm for its expenses.  The firm's hourly rates
are:

    Personnel                   Hourly Rates
    ---------                   ------------
    Partner/Principal/Director   $651-$875
    Senior Manager               $564-$693
    Manager                      $494-$609
    Senior                       $375-$483
    Staff                        $210-$280

In a declaration, Robert Bentley, Esq., at Deloitte Tax,
disclosed that the firm does not hold interest adverse to Eastman
Kodak or its affiliated debtors.

The application will be considered at the June 25 hearing.
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 ).


EASTMAN KODAK: Proposes to Expand PwC Work
------------------------------------------
Eastman Kodak Co. has filed a supplemental application to expand
the scope of PricewaterhouseCoopers LLP's services.

If approved, PwC would provide audit services with respect to the
company's consolidated financial statements as of December 31,
2012.  The firm would also review Eastman Kodak's unaudited
consolidated quarterly financial information for each of the
first three quarters in the year ending December 31, 2012, before
its quarterly report is filed.

The hourly rates that will be charged by PwC professionals for
the additional services are:

    Personnel            Hourly Rates
    ---------            ------------
    National Office          $838
    Assurance/Tax/Risk
      Assurance Partner      $690
    Director                 $479
    Senior Manager           $413
    Manager                  $287
    Senior Associate         $221
    Associate                $144

PwC will also be reimbursed for any expenses incurred in
connection with those services.

A court hearing on the supplemental application is scheduled for
June 18.  Objections are due by June 14.

                       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: To Add 40 Jobs at Colorado Plant
-----------------------------------------------
Eastman Kodak Co. is planning to add at least 40 new jobs in its
coating and finishing operations in Colorado as part of an
operations shutdown at its Rochester-based headquarters, The Wall
Street Journal reported.

The company is transferring the work because the Colorado plant
has two coating machines, which produce thermal media used in
Kodak picture kiosks, while there is only one in its Rochester
plant.

About 80 employees who work at the operation in Rochester will
lose their jobs, according to the report.

                       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 ).


FIN'L GUARANTY: Regulator Has Pressure Not to Favor Policyholders
-----------------------------------------------------------------
Bibeka Shrestha at Bankruptcy Law360 reports that as the New York
Department of Financial Services moves toward a historic takeover
of troubled bond insurer Financial Guaranty Insurance Co., the
regulator faces intense pressure not to favor FGIC's municipal
bond policyholders at the expense of its structured finance
policyholders, experts said.

With FGIC's consent, DFS head Benjamin Lawsky petitioned a
New York state court Monday for approval of a state-led
rehabilitation of FGIC, according to Bankruptcy Law360.

                            About FGIC

Based in New York, Financial Guaranty Insurance Company --
http://www.fgic.com/-- is a bond insurer.

As of March 31, 2010, Financial Guaranty had admitted assets of
$1.807 billion against total liabilities of $3.447 billion.

Financial Guaranty in June 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.

Financial Guaranty is a wholly owned subsidiary of FGIC
Corporation, an insurance holding company.

FGIC Corp. filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14215) on Aug. 3, 2010.

Paul M. Basta, Esq., and Brian S. Lennon, Esq., at Kirkland &
Ellis LLP, in New York, serve as counsel to FGIC Corp.  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%.


FREDERICK'S OF HOLLYWOOD: Posts $3.3MM Income in April 28 Qtr.
--------------------------------------------------------------
Frederick's of Hollywood Group Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $3.31 million on $30.18 million of net
sales for the three months ended April 28, 2012, compared with a
net loss of $387,000 on $32.59 million of net sales for the three
months ended April 30, 2011.

The Company reported a net loss of $2.55 million on $91.06 million
of net sales for the nine months ended April 28, 2012, compared
with a net loss of $4.87 million on $93.79 million of net sales
for the nine months ended April 30, 2011.

The Company's balance sheet at April 28, 2012, showed $43.69
million in total assets, $45.65 million in total liabilities and a
$1.95 million total shareholders' deficiency.

Thomas Lynch, the Company's Chairman and Chief Executive Officer,
stated, "The positive steps that we have taken over the past two
years to streamline and improve our operations have brought us
closer to long term profitability.  While there is still much left
to accomplish, the Company now has a more stable foundation upon
which to build.  As a result of these positive steps, we recently
secured a $24 million revolving credit line, which we believe is a
sign of confidence for our business from the financial markets."

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

                        http://is.gd/1rgxD7

                    About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.


FULLER BRUSH: Intends to Sell Business by August
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fuller Brush Co. said in a court filing this week
that it is "working expeditiously" to sell the business by "early
August."  The statements were made in the company's first request
for an enlargement of the exclusive right to propose a
reorganization plan.  If granted by the bankruptcy judge in
Manhattan at a June 27 hearing, the deadline will be pushed out by
three months to Sept. 19.

                  About The Fuller Brush Company

The Fuller Brush Company -- http://www.fuller.com/-- sells
branded and private label products for personal care, commercial
and household cleaning and has a current catalog of 2,000 cleaning
products.  Some of Fuller's retail partners include Home Trends,
Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.

Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012.  Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners.

Fuller said it will be business as usual while undergoing Chapter
11 restructuring.  But it said that while in reorganization, it
intends to trim about half of the current catalog of cleaning
products.

Herrick Feinstein LP is the bankruptcy counsel.

Fuller, which has 180 employees as of the Chapter 11 filing,
disclosed $22.9 million in assets and $50.9 million in debt.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.

The reorganization is being financed with a $5 million loan from
an affiliate of Victory Park Capital Advisors LLC, the secured
lender owed $22.7 million that plans to buy the business
in exchange for debt.


GENERAL AUTO: Won't Have Creditors Committee
--------------------------------------------
General Auto Building, LLC, won't have a statutory committee of
unsecured creditors after the U.S. Trustee was unable to appoint
one pursuant to 11 U.S.C. 1102(a).  Despite efforts to contact
eligible unsecured creditors, the U.S. Trustee said it has not
received a sufficient number of creditors willing to serve on a
committee of unsecured creditors.

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Albert N.
Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve
as the Debtor's counsel.  The Debtor estimated
$10 million to $50 million in assets and debts.


HAWKER BEECHCRAFT: Committee Taps Akin Gump as Counsel
------------------------------------------------------
BankruptcyData.com reports that Hawker Beechcraft's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court motions to retain Akin Gump Strauss Hauer & Feld (Contact:
David H. Botter) as counsel at these hourly rates: partner at $570
to $1,200, senior counsel and counsel at $425 to $850, associate
at $350 to $625 and paraprofessional at $150 to $310 and Kurtzman
Carson Consultants (Contact: Albert Kass) as information agent.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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


HOUGHTON MIFFLIN: Schedules Filing Extended to July 9
-----------------------------------------------------
The Bankruptcy Court granted Houghton Mifflin Harcourt Publishing
Company and its affiliated debtors an additional 35 days from the
petition date, through and including July 9, 2012, to file their
schedules of assets and liabilities and statements of financial
affairs.

If an order confirming a plan of reorganization is entered on or
before July 9, the Debtors will not be required to file Schedules
and Statements as required under section 521(a) of the Bankruptcy
Code and Bankruptcy Rule 1007(b) and (c).

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

In March 2012, significant holders of claims under the Debtors'
first lien credit facility and 10.5% Notes formed an informal
creditor group. Since its formation, the Informal Creditor Group
and its advisors have engaged in constructive dialogue with the
Debtors regarding a comprehensive restructuring of the Debtors'
outstanding debt and equity.

After months of good faith, arm's-length negotiations among the
Debtors and the Informal Creditor Group and their advisors, the
parties reached an agreement on the terms of a restructuring to
completely delever the Debtors' balance sheet.  The Debtors have
commenced these cases to implement the terms of the agreement.

The Debtors filed a Prepackaged Joint Plan of Reorganization
together with their Chapter 11 petitions.  Although the
solicitation period remains open, as of the Petition Date, 90.3%
of the total amount of creditors entitled to vote on the
Prepackaged Plan voted in favor of the Plan and 76% in amount of
equity holders entitled to vote accepted the Plan.  The Debtors
did not receive any ballots rejecting the Prepackaged Plan. As a
result of the overwhelming support for the Prepackaged Plan, the
Debtors intend to move forward with confirmation of the
Prepackaged Plan at the Court's earliest available date.

Unsecured creditors are to be paid in full under the Plan.

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 Bankruptcy Court has scheduled a confirmation hearing on
June 21 to approve the plan.


HOUGHTON MIFFLIN: Can Hire Kurtzman Carson as Claims Agent
----------------------------------------------------------
Houghton Mifflin Harcourt Publishing Company and its affiliated
debtors won Bankruptcy Court authority to employ Kurtzman Carson
Consultants LLC as the claims and noticing agent in the case.  The
Debtors have estimated there are in excess of 4,650 creditors in
the chapter 11 cases; and the receiving, docketing and maintaining
of proofs of claim would be unduly time consuming and burdensome
for the Clerk.  Enter KCC.  The Debtors need the firm to, among
other things, (i) distribute required notices to parties in
interest, (ii) receive, maintain, docket and otherwise administer
the proofs of claim filed (if any) in the Debtors' chapter 11
cases, and (iii) provide other administrative services, as
required by the Debtors, that would fall within the purview of
services to be provided by the Clerk's Office.

Prior to the Petition Date, the Debtors provided KCC a $50,000
retainer.  The firm will first apply the retainer to all
prepetition invoices, and thereafter, to have the retainer
replenished to the original retainer amount, and thereafter, to
hold the retainer during the chapter 11 cases as security for the
payment of fees and expenses incurred.

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

In March 2012, significant holders of claims under the Debtors'
first lien credit facility and 10.5% Notes formed an informal
creditor group. Since its formation, the Informal Creditor Group
and its advisors have engaged in constructive dialogue with the
Debtors regarding a comprehensive restructuring of the Debtors'
outstanding debt and equity.

After months of good faith, arm's-length negotiations among the
Debtors and the Informal Creditor Group and their advisors, the
parties reached an agreement on the terms of a restructuring to
completely delever the Debtors' balance sheet.  The Debtors have
commenced these cases to implement the terms of the agreement.

The Debtors filed a Prepackaged Joint Plan of Reorganization
together with their Chapter 11 petitions.  Although the
solicitation period remains open, as of the Petition Date, 90.3%
of the total amount of creditors entitled to vote on the
Prepackaged Plan voted in favor of the Plan and 76% in amount of
equity holders entitled to vote accepted the Plan.  The Debtors
did not receive any ballots rejecting the Prepackaged Plan. As a
result of the overwhelming support for the Prepackaged Plan, the
Debtors intend to move forward with confirmation of the
Prepackaged Plan at the Court's earliest available date.

Unsecured creditors are to be paid in full under the Plan.

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 Bankruptcy Court has scheduled a confirmation hearing on
June 21 to approve the plan.


HOUGHTON MIFFLIN: Has Green Light to Hire Paul Weiss as Counsel
---------------------------------------------------------------
The Bankruptcy Court granted Houghton Mifflin Harcourt Publishing
Company and its affiliated debtors authority to employ Paul,
Weiss, Rifkind, Wharton & Garrison LLP as Chapter 11 counsel.

Paul Weiss has been representing the Debtors since April 2009 in
connection with various issues, including, without limitation, the
Debtors' financing and capital structure.

Paul Weiss' billing rates currently range from $830 to $1,120 per
hour for partners, $760 to $795 per hour for counsel, $425 to $720
per hour for associates and $200 to $250 per hour for
paraprofessionals.

The attorneys who will have primary responsibility for
representing the Debtors are:

     * Alan W. Kornberg (Partner) 34 years of experience
       $1,120 per hour;

     * Jeffrey D. Saferstein (Partner) 22 years of experience
       $1,100 per hour;

     * Tarun Stewart (Partner) 15 years of experience $1,010
       per hour

     * Thomas V. de la Bastide III (Partner) 15 years of
       experience $985 per hour;

     * Elizabeth McColm (Partner) 13 years of experience
       $895 per hour

     * Stephen K. Koo (Counsel) 24 years of experience $760 per
       hour;

     * Philip Weintraub (Associate) 5 years of experience
       $695 per hour

     * Oksana Lashko (Associate) 4 years of experience $635 per
       hour

     * Abigail Clark (Associate) 2 years of experience $575 per
       hour;


     * Karen Zeituni (Associate) 2 years of experience $575 per
       hour;

     * Andrea F. Hernandez (Associate) Less than 1 year $425 per
       hour;

Paul Weiss will also be reimbursed for necessary costs and
expenses.

Paul Weiss received a retainer from the Debtors in the amount of
$500,000.  Paul Weiss has applied $311,183 of the retainer to
outstanding balances existing as of the Petition Date and $188,816
in fees and expenses remain outstanding.  The remainder of the
retainer will constitute a general retainer as security for
postpetition services and expenses.

Paul Weiss also received $2,199,339 from the Debtors in the 90
days prior to the filing of the Chapter 11 cases.

Jeffrey D. Saferstein, Esq., attests that the partners, counsel,
associates and paralegals of Paul Weiss (i) do not have any
connection with any of the Debtors, their affiliates, their
creditors or any other parties in interest, or their attorneys and
accountants, (ii) are "disinterested persons'" as that term is
defined in section 101(14) of the Bankruptcy Code, as modified by
section 1107(b) of the Bankruptcy Code, and (iii) do not hold or
represent any interest adverse to the Debtors or their estates.

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

In March 2012, significant holders of claims under the Debtors'
first lien credit facility and 10.5% Notes formed an informal
creditor group. Since its formation, the Informal Creditor Group
and its advisors have engaged in constructive dialogue with the
Debtors regarding a comprehensive restructuring of the Debtors'
outstanding debt and equity.

After months of good faith, arm's-length negotiations among the
Debtors and the Informal Creditor Group and their advisors, the
parties reached an agreement on the terms of a restructuring to
completely delever the Debtors' balance sheet.  The Debtors have
commenced these cases to implement the terms of the agreement.

The Debtors filed a Prepackaged Joint Plan of Reorganization
together with their Chapter 11 petitions.  Although the
solicitation period remains open, as of the Petition Date, 90.3%
of the total amount of creditors entitled to vote on the
Prepackaged Plan voted in favor of the Plan and 76% in amount of
equity holders entitled to vote accepted the Plan.  The Debtors
did not receive any ballots rejecting the Prepackaged Plan. As a
result of the overwhelming support for the Prepackaged Plan, the
Debtors intend to move forward with confirmation of the
Prepackaged Plan at the Court's earliest available date.

Unsecured creditors are to be paid in full under the Plan.

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 Bankruptcy Court has scheduled a confirmation hearing on
June 21 to approve the plan.


HOUGHTON MIFFLIN: Moody's Corrects May 31 Ratings Release
---------------------------------------------------------
Moody's Investors Service issued a correction to the May 31, 2012
ratings release of Houghton Mifflin Harcourt Publishers Inc.

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

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

Assignments:

  Issuer: Houghton Mifflin Harcourt Publishers Inc.

    Corporate Family Rating, Assigned B2

    Probability of Default Rating, Assigned B2

    Speculative Grade Liquidity Rating, Assigned SGL-3

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

Outlook Actions:

  Issuer: Houghton Mifflin Harcourt Publishers Inc.

    Outlook, Assigned Stable

Ratings Rationale

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

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

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

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

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

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

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

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

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

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

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


IL LUGANO: Plan to be Funded by Cash on Hand and Sale Proceeds
--------------------------------------------------------------
Il Lugano LLC submitted to the U.S. Bankruptcy Court for the
District of Connecticut a Disclosure Statement explaining the
proposed Amended Plan of Reorganization.

According to the Disclosure Statement, the sources of cash
necessary for the payment of Allowed Claims under the Plan will be
cash on hand as of the Effective Date from the operations of the
Debtor, the net proceeds from the sale of the Debtor's assets, and
any cash generated or received by the Debtor after the Effective
Date from any other source.

Under the Plan, the Debtor proposes that, among other things:

   1. Class 3 -- SC Vegas Secured Claim ($143,754) will receive
from the Debtor a cash payment equal to the Allowed amount of the
claim within 30 days after the later of (a) the closing on a sale
of the Collateral that secures the Allowed SC Vegas Secured
Claim or (b) the Allowance Date with respect to the Allowed
SC Vegas Secured Claim.

   2. Class 4 -- Suffolk Secured Claim ($97,779) will receive
from the Debtor a cash payment from the Collateral that secures
the Suffolk Secured Claim equal to the Allowed amount of the Claim
within 30 days of the Allowance Date with respect to the Allowed
Suffolk Secured Claim.

   3. Class 5 -- DB Secured Claim ($0) will retain its Lien in the
Collateral that secures its Claim or the proceeds of the
Collateral.

   4. Class 6 -- Convenience Class ($129,962): except to the
extent that a Holder of an Allowed Convenience Claim has been paid
prior to the Initial Distribution Date, or agrees to a different
treatment, each Holder of an Allowed Convenience Claim will be
paid the lesser of (a) the Allowed amount of its Claim in full or
(b) $10,000 in cash.

   5. Class 7 -- Miscellaneous Secured Claims ($62,219) will
receive (a) cash equal to the value of its Allowed Miscellaneous
Secured Claim; (b) the Collateral securing the Allowed
Miscellaneous Secured Claim, or (c) such other, less favorable
treatment as to which such Holder and the Debtor agree upon in
writing.

   6. Class 8 -- General Unsecured Claims ($1,067,837) will
receive from the Debtor a cash payment equal to the Allowed amount
of the Claim within 30 days after the later of (a) the closing on
a sale of the Collateral that secures the Allowed SC Vegas Secured
Claim; or (b) the Allowance Date with respect to an Allowed
General Unsecured Claim; provided, however, that no Distributions
will be made to Holders of Allowed General Unsecured Claims until
the Allowed SC Finance Administrative Claim has been paid in full.

   7. Class 9 -- Interests Holder will retain its interests in
reorganized Debtor.

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

                          About Il Lugano

Il Lugano LLC's main asset is a four-star, boutique-styled, luxury
condominium and hotel property located in Ft. Lauderdale,
Florida.

Il Lugano filed for Chapter 11 bankruptcy (Bankr. D. Conn. Case
No. 08-50811) on Aug. 29, 2008, Judge Alan H.W. Shiff presiding.
Douglas J. Buncher, Esq. -- dbuncher@neliganlaw.com-- at Neligan
Foley LLP in Dallas, Texas, and James Berman, Esq. --
jberman@zeislaw.com-- at Zeisler and Zeisler in Bridgeport,
Connecticut, serve as the Debtor's bankruptcy counsel.  When the
Debtor filed for protection from its creditors, it estimated
assets between $50 million and $100 million and debts between
$1 million and $10 million.

IL Lugano filed for bankruptcy to prevent any adverse judgment and
subsequent enforcement actions against IL Lugano in a lawsuit
filed by EPI NCL, LLLC, in the Circuit Court of the 17th Judicial
Circuit of Broward County, Florida, which was set for trial on
September 2, 2008, and to allow adequate time for completion of
the restaurant and sale of the property.

SageCrest II is also in chapter 11 proceedings (Bankr. D. Conn.
Case No. 08-50754) before the Connecticut Bankruptcy Court.


INFINITE SPIRITS: SHAKERS Vodka Brand to be Auctioned on June 26
----------------------------------------------------------------
The SHAKERS(R) Vodka brand and equipment will be sold via online
auction now through Tuesday, June 26 at noon central daylight
time.  Maas Companies Inc. of Rochester, Minn., an auction company
specializing in selling real estate, industrial property and
special assets is conducting the auction.

Infinite Spirits, Inc., the maker of SHAKERS Vodka, filed
voluntary bankruptcy protection in early 2012. Launched in 2003 by
Infinite Spirits, Inc., SHAKERS Vodka is an ultra premium American
spirit and brand. SHAKERS won rave accolades, scoring a perfect
100 from Wine Enthusiast, a first for a vodka, along with double
gold medals and Best of Show from the San Francisco Spirit
Competition.

Unique to SHAKERS is its patented extractive distillation process,
custom filtration and premium grain raw materials.  In 2009,
SHAKERS generated more than 1.6 billion impressions via social
media, local events and radio. Created by the founders of Pete's
Wicked Ale, a craft brewing phenomena, SHAKERS Vodka offers solid
and unique product lines for a new owner.

The SHAKERS brand will be sold along with bottling equipment and
packaging materials, including recipes and processes, patents for
the bottle design and distillation process, and trademarks for the
distinctive penguin logo and SHAKERS name.  The bottling line and
surplus equipment will be sold in 39 lots unless an entirety
purchase is accepted in advance of the auction date.

The online auction process allows bidders to monitor the bidding
activity and submit their bid any time prior to June 26 at noon
CDT. Entirety offers are encouraged and must be presented by
June 21.

Potential buyers are encouraged to inspect the auction property
Monday, June 25, 2012, onsite at 1262 98th Ave. NE, Blaine, Minn.
between noon and 5 p.m. CDT or by private appointment.


INNER CITY: Seeks Extension to File Creditor-Payment Plan
---------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that Inner
City Media Corp. is seeking to keep control over its Chapter 11
case for another two months as awaits regulatory approval to sell
its assets.

                           About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INTERLINE BRANDS: Moody's Cuts CFR/PDR to 'B2'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service downgraded Interline Brands, Inc.'s
corporate family and probability of default ratings to B2 from B1.
In a related rating action, Moody's confirmed the B2 rating on the
company's existing senior subordinated notes and assigned a Caa1
rating to the proposed senior unsecured notes. In addition,
Moody's assigned a speculative grade liquidity assessment of SGL-
3. The rating outlook is stable.

The following ratings were affected by these actions:

Corporate Family Rating downgraded to B2 from B1

Probability of Default Rating downgraded to B2 from B1

$300 million Senior Subordinated Notes due 2018 confirmed at B2
(LGD3, 46%) (previously LGD4, 68%)

$375 million Senior Unsecured Notes due 2018 rated Caa1 (LGD5,
84%)

Speculative Grade Liquidity assessment of SGL-3 assigned

Ratings Rationale

The downgrade reflects the increase in pro forma adjusted debt
leverage to approximately 6.5x debt-to-EBITDA from 3.5x at
March 30, 2012 following the partially debt-financed purchase of
the firm by Goldman Sachs Capital Partners and P2 Capital
Partners. The action also takes into consideration Moody's belief
that Interline has not met Moody's expectations for organic
revenue growth or operating margin expansion over the past 12
months.

The B2 corporate family rating reflects Moody's expectations that
Interline's adjusted debt-to-EBITDA will remain elevated over the
next 12 to 18 months. It also considers Moody's expectations that
interest coverage, measured as adjusted (EBITDA-Capex) to adjusted
interest expense, could weaken to close to 1.5x by the end of
fiscal 2013 from 2.9x at March 30, 2012 (ratios incorporate
Moody's standard accounting adjustments). However, also factored
into the rating are Interline's stable mid- to high-single digit
adjusted EBITA margins and its ability to consistently generate
cash through the recession. Over 50% of total revenues are tied to
janitorial/sanitation and plumbing products that benefit from
relatively non-cyclical demand, particularly from large multi-
family housing and institutional facilities, adding further
support to the rating. The rating also takes into account
Interline's diverse customer base, its broad national distribution
network and its success in improving its cost structure during the
downturn through facility consolidations.

The SGL-3 speculative grade liquidity assessment reflects
Interline's adequate liquidity, limited primarily by its weak pro
forma cash position following the proposed transaction. The
company's liquidity profile is supported by a large asset-based
revolver with sufficient remaining availability to cover potential
shortfalls. The assessment also considers the lack of debt
maturities until the revolver expires in 2017, which is a credit
positive. It acknowledges that the company generates sufficient
cash flow to cover annual working capital requirements and capital
expenditures. However, Interline expects to apply free cash flow
to debt reduction over the next two to three years, which will
limit its ability to build short-term liquidity. Finally,
alternate liquidity options are constrained since the company's
assets are encumbered to secure its bank borrowings.

The stable outlook reflects Moody's view that stable demand from
Interline's key end markets will enable it to continue generating
healthy free cash flow until a sustainable economic recovery takes
hold. This should allow the company to gradually reduce balance
sheet debt over the next 12 to 18 months.

The corporate family and probability of default ratings are being
reassigned to Interline Brands, Inc. (a Delaware Corp), the
holding company issuing the proposed senior unsecured notes, from
the operating company, Interline Brands, Inc. (a New Jersey Corp).
The reason for this change is that the holding company is now the
highest-ranked issuer of Moody's-rated debt in Interline's
corporate structure.

The company may experience positive ratings movement if it is able
to achieve and maintain adjusted (EBITDA-Capex) to adjusted
interest expense above 2.0x and adjusted debt-to-EBITDA sustained
below 3.8x (all ratios incorporate Moody's standard accounting
adjustments). In addition, an upgrade could result from
demonstrating the ability to extract greater value from its
acquisitions through improved organic sales growth rates.

The ratings or outlook may come under pressure if the company's
liquidity profile deteriorates or if operating performance weakens
such that EBITA margin remains in the mid-single digits. Also, the
rating or outlook could be revised downward if Interline pursues
debt-financed acquisitions of lower margin businesses. In
addition, adjusted debt-to-EBITDA sustained above 5.0x or adjusted
(EBITDA-Capex) to adjusted interest expense below 1.5x could
result in ratings pressures.

The Caa1 rating assigned to the $375 million senior unsecured
notes due 2018 is two notches below the corporate family rating.
This is because the notes are being issued by the holding company
and are therefore structurally subordinated to the existing senior
subordinated notes issued by the operating company. As a result,
the rating reflects the notes position as the (structurally)
junior-most debt in the capital structure.

The B2 rating on the existing $300 million senior subordinated
notes due 2018 is in line with the corporate family rating. This
is because the notes, which were previously rated one notch below
the corporate family rating, now benefit from the structural
subordination of the senior unsecured notes.

The principal methodology used in rating Interline Brands, Inc.
was the Global Distribution & Supply Chain Services Industry
Methodology published in November 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.

Interline Brands, Inc., headquartered in Jacksonville, FL, is a
national distributor and direct marketer of maintenance, repair
and operations products. Revenues for the 12 months ended
March 30, 2012, totaled approximately $1.27 billion.


LI-ON MOTORS: Incurs $241,000 Net Loss in April 30 Quarter
----------------------------------------------------------
Li-ion Motors Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $241,019 on $48,250 of total revenue for the three months ended
April 30, 2012, compared with a net loss of $53,957 on $287,457 of
total revenue for the same period during the prior year.

The Company reported a net loss of $2.64 million on $765,946 of
total revenue for the nine months ended April 30, 2012, compared
with net earnings of $522,544 on $541,930 of total revenue for the
same period during the prior year.

The Company's balance sheet at April 30, 2012, showed $2.14
million in total assets, $4.72 million in total liabilities and a
$2.58 million total stockholders' deficiency.

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

                       http://is.gd/ZQlgOu

                        About Li-On Motors

Las Vegas, Nev.-based Li-ion Motors Corp. was incorporated under
the laws of the State of Nevada in April 2000.  The Company is
currently pursuing the development and marketing of electric
powered vehicles and products based on the advanced lithium
battery technology it has developed.

The Progressive Insurance Automotive X-Prize, competition was
announced in April 2008 as a way to spur the development of clean,
high-mileage vehicles, and is funded for a total of $10 million,
which will be divided among three separate categories.  The
Company was the winner in its entry class.  On Oct. 27, 2010, the
Company received net proceeds of approximately $2.30 million from
X-Prize and was recorded as other income in the Company's
consolidated statement of operations for the year ended July 31,
2011.

The Company does not currently have any arrangements for financing
and it may not be able to find such financing if required.
Obtaining additional financing would be subject to a number of
factors, including investor sentiment.  Market factors may make
the timing, amount, terms or conditions of additional financing
unavailable to it.  These uncertainties raise substantial doubt
about the ability of the Company to continue as a going concern.

Madsen & Associates, CPA's Inc., Murray, Utah, expressed
substantial doubt about Li-on Motors' ability to continue as a
going concern.  The independent auditors noted that the Company
did not have any revenue from vehicle sales in 2011, does not have
cash flows to support its current operations and needs reserve to
cover expenses in future periods as the Company continues to incur
losses from operations.


LICHTIN/WADE LLC: Bankr. Administrator Wants Confirmation Denied
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina continued until July 10, 2012, at 9:30 a.m., the hearing
to consider adequacy of the Disclosure Statement explaining
Lichtin/Wade LLC's Chapter 11 Plan.

Previously, the Bankruptcy Administrator asked the Court to deny
confirmation of the Debtor's Chapter 11 Plan dated April 11, 2012.

The Bankruptcy Administrator believes that the Debtor's plan,
among other things:

   -- is not feasible; and

   -- fails to satisfy the absolute priority rule.

According to the Bankruptcy Administrator, the Debtor believes
that the value of the buildings and building pads total $38.3
million.  The Debtor estimates that it will receive yearly rental
income of approximately $4 million per year.  The property is
subject to a notes and deeds of trust held by ERGS in the amount
of $43,518,388.  The Debtor intends to fund its plan through the
collection of rents.

The Bankruptcy Administrator notes that under the Plan, among
other things:

   1. The administrative claims will be paid within ten days of
the effective date. If administrative claims are not paid within
ten days of the effective date, they will accrue interest at 6%
until paid in full.

   2. Class 2 consists of real property tax claims.  The Debtor
owes this class approximately $460,000.  The debtor proposes to
pay the class in quarterly installments over five years from the
date relief.

   3. The Debtor proposes to pay priority tax claims within 5
years of the date of relief.

   4. Class 4 consists of the secured claims of ERGS II, LLC.  The
creditor holds four separate notes that total approximately
$43.5 million.  Notes 1, 3, and 4 are secured by the all of the
land.

   5. The Debtors propose to combine the notes into one note and
provide it a value of $35,250,000.

   6. The Debtor proposes to make interest only payments on the
note for 18 months at the interest rate of 4.25%.  After the 18
months, the Debtor proposes to amortize the balance over 30 years
with the rate of interest.  A balloon payment of the full amount
will be due after the seventh year.  The Debtor estimates that the
monthly payment on the note will be $173,408.

   7. The Debtor proposes treat Note 2 as the land note.  The
Debtor proposes to treat the note a secured in the amount of
$3,140,000.  The Debtor proposes pay the note monthly interest
only payments at 4.25% on the balance owed.  The Bankruptcy
Administrator estimates that the monthly payment will be $11,120
per month.  The Debtor does not propose any principal and interest
payments.  The Debtor does not propose a maturity date for said
note.

The Bankruptcy Administrator asserts that the treatment of Note 2
is vague as to what collateral secures the note.  Each note is
secured by all of the property owned by the Debtor.

In paragraph 4 of the Note 2 treatment, the Debtor proposes that
the creditor release its liens against the three building pads
upon certain benchmarks being met.  The Debtor proposes that upon
payment of $1.1 million from the building note the creditor will
release its lien on a building pad.  Upon receiving $2.2 million
from the building note, the creditor will release its lien on
another building pad.  The creditor will do the same upon the
payment of $3.3 million on the last building pad.  Based on the
proposed building note amortization, the Debtor will own
three building pads free and clear of liens in less than three
years.

The Bankruptcy Administrator believes that the treatment is not
fair and equitable.  The debtor cannot force a secured creditor to
remove its lien before the claim is paid.

                       About Lichtin/Wade

Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012.  Lichtin/Wade, based in Wake
County, North Carolina, owns and operates an office park known as
the Offices at Wade, comprised of two Class A office buildings and
vacant land approved for additional office buildings.  The
buildings are known as Wade I and Wade.  Each building is over 90%
leased, with only three vacant spaces remaining between the two
buildings.

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.

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

The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.


LIGHTSQUARED INC: Theoretically Has Cash Use to November 2013
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LightSquared Inc. received permission from the
bankruptcy court theoretically entitling the company to use cash
representing collateral for the two secured lender groups until
November 2013.

Mr. Rochelle notes that the permission to the use so-called cash
collateral is theoretical because the lenders at any time can
return to bankruptcy court claiming the use of cash should be
halted because they're not adequately protected from diminution in
their collateral.  Authority to use cash resulted from three days
of hearings and negotiations this week.

Mr. Rochelle's report relates that the two lender groups are
comprised of the so-called Inc. lenders owed $322.3 million and
the so-called LP lenders on account of the $1.7 billion owing from
a secured borrowing in October 2010 by LightSquared LP.  Both
lender groups are given new liens on their same collateral
packages.  LightSquared must pay professional fees incurred by
both lender groups.  Neither lender group was given liens on
collections from lawsuits.  The LP lenders will be paid $6.25
million a month, in addition to reimbursement for professional
fees.  If it's later decided that the LP lenders were not fully
secured and weren't entitled to payment of interest and fees, the
amounts paid will be deducted from principal.

According to the report, the official creditors' committee was
given permission to use $100,000 of the lenders' cash to
investigate whether any of the liens can be set aside in
bankruptcy.  Any challenge to lien validity must be made by
Aug. 11.

If LightSquared's business is sold, the lenders will have
the right to bid at auction using secured debt rather than cash.

                       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.


MSR RESORT: Deloitte Tax OK'd as the Arizona Biltmore Tax Advisor
-----------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York authorized MSR Resort Golf Course
LLC, et al., to employ Deloitte Tax LLP as the tax advisor to the
Arizona Biltmore Debtors.

The scope of engagement will include, among other things, these
connection with representation and assistance for refund claims
filed by and audit issued to KSL Biltimore resort, Inc. and CNL
Resort Lodging Tenant Corporation:

    -- development and document of underlying facts;

    -- gather and review supporting documentation; and

    -- interface with Arizona Department of Revenue and City of
       Phoenix tax officials.

The hourly rates of the firm's personnel are:

         Partner                         $480
         Director                        $465
         Senior Manager                  $420
         Manager                         $350
         Senior                          $300
         Associate                       $200

The Arizona Biltmore Debtors will be authorized to indemnify
and hold harmless Deloitte Tax pursuant to terms and conditions of
the Deloitte Tax Engagement Letter; provided, however, that is no
event will Deloitte Tax be indemnified or receive contribution, or
other payment from the Arizona Biltmore Debtors from and against
any actions or claims that a court of competent jurisdiction has
determined by final order to have resulted from bad faith, self
dealing, breach of fiduciary duty (if any), gross negligence, or
willful misconduct on the part of Deloitte Tax.

A full-text copy of the order with the Deloitte Tax Engagement
Letter is available for free at:
http://bankrupt.com/misc/MSRRESORT_deloitte_agreement.pdf

                         About MSR Resort

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

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

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

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

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

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

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

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


NET ELEMENT: To Merge with Cazador Acquisition
----------------------------------------------
Net Element and Cazador Acquisition Corporation announced the
execution of a merger agreement that will infuse up to $81 million
into Net Element and provide the necessary financial resources for
the Company's next stage of growth.

The combined entity, which will be named "Net Element
International," is applying to be listed on NASDAQ under the
ticker symbol "NETE."  Upon completion of the business
combination, Net Element, which currently operates several
entertainment and lifestyle online destinations and is developing
a mobile commerce and payment-processing platform for emerging
markets, will name Cazador's current CEO, Francesco Piovanetti, as
its CEO.  Net Element also will add several key members of
Cazador's asset management team.

The business combination is subject to the approval of Cazador and
Net Element's respective shareholders as well as other customary
closing conditions.  Assuming the closing conditions are met, the
business combination is expected to be completed during the third
quarter 2012.

A SPAC is a collective investment mechanism that enables public
stock market investors to invest in private equity type
transactions.  SPACs are shell companies that have no operations
but go public with the intention of merging with or acquiring a
company with the proceeds of the SPAC's initial public offering
(IPO).  In this case, Cazador, with approximately $46 million in
cash and approximately $35 million of additional paid in capital
if the outstanding shareholder warrants are exercised, is the SPAC
that will be merged with Net Element.

"Cazador's investment in Net Element reaffirms the value of Net
Element's innovation and potential to become a leading mobile-
based commerce and payment processing platform, as well as Net
Element's growth strategy for our content and technology
properties," said Mike Zoi, Net Element's board chairman.  "The
merger will help Net Element to optimize its balance sheet and
allocate resources to achieve our business goals.  It also will
bring the significant expertise and thought-leadership of
Cazador's top executives to our team, giving us an additional
competitive advantage as we execute our business plan."

Added Cazador's Piovanetti: "We are truly excited about the
immediate positive impact of our capital infusion, knowing that it
will help strengthen Net Element's mobile commerce and payment
platform in addition to providing much-needed capital to promote
and market its online content destinations.  This will catalyze
Net Element's proprietary technologies and media properties, which
are ideally poised for additional investment and scalability."

As part of the business combination, each Net Element share will
be exchanged for 0.025 of a newly issued Cazador share.  Upon
completion of the business combination, Cazador shareholders will
own approximately 19% of the outstanding common stock of the
combined company, assuming no redemptions.  All directors and
executive officers of Net Element will roll over their ownership
to the combined entity and will be subject to a 180-day lock-up
provision.  The proposed business combination follows recent share
purchases by global investor Kenges Rakishev and leading Russian
entertainment entrepreneur Igor Krutoy.

Bilzin Sumberg Baena Price & Axelrod LLP provided legal counsel to
Net Element.  Reed Smith LLP provided legal counsel to Cazador.

                         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.

NEWLEAD HOLDINGS: PwC Greece Raises Going Concern Doubt
-------------------------------------------------------
PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012 audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working capital,
an accumulated deficit and has defaulted under its credit facility
agreements resulting in all of its debt being reclassified to
current liabilities.  These raise substantial doubt about its
ability to continue as a going concern, PwC said.

As of May 14, 2012, NewLead had a fleet of five vessels but
expects further reductions in the fleet.  NewLead said it
continues to negotiate with Piraeus Bank in respect of (a) the
sale of the vessels Hiona and Hiotissa and (b) an agreement by
which Piraeus will release the Company from all debt obligations
arising under the related credit facilities in exchange for equity
in the Company.

According to NewLead, also included in the five vessels is one
newbuilding.  Due to the delay in NewLead's payment of an
installment of $7.4 million, NewLead is currently in default under
the shipbuilding contract of this hull and has not received
delivery of this hull.  NewLead is currently in discussions with
the lenders, the shipyard and a potential buyer in respect of the
sale of this hull and the release of its obligations under the
loan agreement.

NewLead also is in negotiations with WestLB to amend the terms of
the parties' loan agreement, whereby the agreement will be amended
and restated to enable NewLead to comply with certain of its
covenants on an ongoing basis after the closing of a restructuring
initiated by NewLead and enable the Newlead Victoria, a drybulk
Panamax vessel, to stay within the group.  This vessel is subject
to a floating rate time charter which may expire as early as July
2012 or as late as October 2012.  The vessel owner has the right
to an earlier redelivery of the vessel, at any time within the
charter duration, subject to the vessel owner tendering three
months' advance notice to the charterers.

NewLead also is in negotiations with Marfin to amend the terms of
the loan agreement, whereby the agreement will be amended and
restated to enable NewLead to comply with certain of its covenants
on an ongoing basis after the closing of the Restructuring and
enable the Newlead Markela, a drybulk Panamax vessel to stay
within the group.

Due to the economic conditions and operational difficulties of the
Company, NewLead entered into restructuring discussions with each
of the lenders under its facility and credit agreements, the
holders of its 7% senior unsecured convertible notes and the
counterparties to its capital leases.  As part of those
discussions, NewLead appointed Moelis & Company to act as
financial advisors in respect of the overall restructuring
proposal.  The aim of the restructuring is to increase liquidity,
normalize trade vendor payments and deleverage the Company on a
going forward basis.

Since June 2011, NewLead has defaulted under each of its Financing
Documents in respect of certain covenants (including, in some
cases, the failure to make amortization and interest payments, the
failure to satisfy financial covenants and the triggering of
cross-default provisions).  To date, NewLead has not obtained
waivers of these defaults from the lenders.  From July 1, 2011
through May 14, 2012, and as part of NewLead's restructuring
efforts, the lenders seized four of the Company's vessels and
NewLead sold 13 vessels.  The sales proceeds have been and are
expected to be insufficient to fully repay the related debt and
therefore, NewLead will continue to have significant debt.

NewLead is also in discussions with the lenders regarding the
future use of three of its five remaining vessels.

During the Restructuring process, the lenders have continued to
reserve their rights in respect of such defaults other than the
Kamsarmax Syndicate Facility Agreements and the Northern Shipping
Fund arrangement.  Except for the Kamsarmax Syndicate Facility
Agreements and the Northern Shipping Fund arrangement, the lenders
have not exercised their remedies at this time including demand
for immediate payment; however, the lenders could change their
position at any time.  NewLead said there can be no assurance that
a satisfactory final agreement will be reached with all the
lenders in the Restructuring or at all.

On Nov. 8, 2011, NewLead and Moelis presented to each of the
lenders under the Financing Documents a commercial presentation
which set out a comprehensive global restructuring proposal.  The
Restructuring Proposal included, among other things, proposed
amendments to the Financing Documents (including amortization
relief and reset of financial covenants).  The lenders have not
yet approved the Restructuring Proposal and the changes have not
been implemented as of the filing of the annual report.

Notwithstanding, NewLead said it has made progress in completing
various parts of the Restructuring Proposal and continues to
remain in discussions with the remaining lenders.  During 2011 and
through May 15, 2012, NewLead has sold, disposed of or handed
control over to the lenders a total of 17 of NewLead's vessels and
hulls under construction (or its ownership of the shipowning
subsidiaries) in connection with the restructuring.

As of Dec. 31, 2011, NewLead's outstanding debt was $572.2
million, excluding the $71.6 million of unamortized beneficial
conversion feature, or BCF, treated as a discount on the
outstanding $125.0 million of NewLead's 7% Notes.  From Jan. 1,
2012 through May 14, 2012, and as a result of the sale, disposal
of or handing control of vessels and hulls to the lenders,
NewLead's debt has been decreased by an aggregate amount of $157.1
million.

NewLead said that, despite its restructuring efforts over the last
several months, as of May 14, 2012, it continues to have:

     * $56.5 million ($31.2 million relating to the Marfin Credit
Facility and $25.3 million relating to the WestLB loan agreement)
of outstanding debt for vessels that NewLead expects will remain
in its possession after the completion of the Restructuring.

     * $75.6 million ($69.8 million relating to the Piraeus Bank
credit facilities and $5.8 million relating to the Handysize
Syndicate Facility Agreement) of outstanding debt for vessels
currently in NewLead's possession that NewLead expects to sell and
apply the proceeds thereof against the related debt.

     * $158 million ($76.8 million relating to the Kamsarmax
Syndicate Facility Agreements and $81.2 million relating to the
Lemissoler Sale and Leaseback agreements) of liabilities for
vessels that NewLead already handed control over to the lenders
but has not yet obtained final releases.

     * $125 million of 7% Notes outstanding, for which NewLead is
currently in negotiations to convert such notes to equity prior to
the completion of the Restructuring.

Last month, NewLead said net loss for the years ended Dec. 31,
2011 and 2010 was $290.4 million and $86.3 million, respectively.
This loss included loss from discontinued operations of$32.2
million and $9.1 million in the years ended Dec. 31, 2011 and
2010, respectively, which were related primarily to (i) the
Company's restructuring process which resulted in the sale of
certain tanker and dry bulk vessels and(ii) its strategic decision
to exit from the container market.

As of Dec. 31, 2011, NewLead's currents assets amounted to $33.7
million, while current liabilities amounted to $583.6 million,
resulting in a negative working capital position of $549.9
million.

As of Dec. 31, 2011, the Company's liquidity reflected $5.4
million of total cash ($5.1 million of unrestricted cash and $0.3
million of restricted cash), compared with $110.8 million in total
cash as of Dec. 31, 2010.  The decrease of $105.4 million in total
cash was attributable primarily to vessel acquisitions and vessels
under construction, as well as debt service and was partially
offset by the proceeds from the sale and leaseback of one vessel
and the proceeds from the sale of four vessels.  Total debt on the
balance sheet as of Dec. 31, 2011 and Dec. 31, 2010 was $500.6
million and $578.0 million, respectively, representing a $77.4
million decrease.

As of Dec. 31, 2011, total assets were $396.7 million against
total liabilities of $599.1 million.

A copy of the Company's Annual Report filed on Form 20-F with the
U.S. Securities and Exchange Commission for the fiscal year ended
Dec. 31, 2011, is available at http://is.gd/D59gIY

NewLead Holdings Ltd., incorporated under the Bermuda Companies
Act of 1981 on Jan. 12, 2005, has been an international shipping
company engaged in the transportation of refined products, such as
gasoline and jet fuel, and dry bulk goods, such as iron ore, coal
and grain.  Based in Piraeus, Greece, the Company currently
operates a fleet of two double-hulled product tankers and three
drybulk carriers.


NORTHCORE TECHNOLOGIES: Six Directors Elected at Annual Meeting
---------------------------------------------------------------
Northcore Technologies Inc. held its annual meeting of
shareholders on June 6, 2012.  Paul Godin, Christopher Bulger,
Amit Monga, Jim Moskos, Ryan Deslippe and Marvin Igelman were
eleced as directors to hold office until the next annual meeting
of shareholders or until their successors are elected or
appointed.  The appointment of Collins Barrow Toronto LLP,
Chartered Accountants as auditors of the Corporation for the
current fiscal year was ratified.  The shareholders approved an
increase in the maximum number of options to be granted under the
Stock Option Plan from 26,550,000 to 35,000,000 representing an
increase by 1% to 15% of the shares issued and outstanding.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of C$3.93
million in 2011, compared with a loss and comprehensive loss of
C$3.03 million in 2010.

The Company's balance sheet at March 31, 2012, showed C$3.96
million in total assets, C$903,000 in total liabilities and C$3.06
million in total shareholders' equity.


ORAGENICS INC: Intrexon Discloses 26.5% Equity Stake
----------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Randal J. Kirk and Intrexon Corporation disclosed
that, as of June 5, 2012, they beneficially own 4,392,425 shares
of common stock of Oragenics, Inc., representing 26.5% of the
shares outstanding.  A copy of the filing is available at:

                         http://is.gd/upskhv

                        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.


OTERO COUNTY: Plan Outline Hearing Scheduled for June 19
--------------------------------------------------------
The Hon. Robert H. Jacobvit of the U.S. Bankruptcy Court for the
District of New Mexico will convene a hearing on June 19, 2012, at
9 a.m. MDT, to consider adequacy of the Disclosure Statement
explaining Otero County Hospital Association, Inc.'s proposed
First Amended Chapter 11 Plan of Reorganization dated May 23,
2012.  Objections, if any, are due June 15, at 5 p.m.

As reported in the Troubled Company Reporter on June 6, 2012, the
Debtor related that it began negotiating with the holders of
claims.  Such holders constitute the overwhelming majority of the
holders of claims arising from such procedures (United Tort
Claimants).  The Debtor also negotiated with Quorum Health
Resources, LLC and Nautilus Insurance Company in order to reach a
global resolution to the Trust Personal Injury Claims.  QHR is the
Debtor's management company and was also named in most of the
lawsuits relating to the Trust Personal Injury Claims.  Nautilus
has written several insurance policies covering many of the Trust
Personal Injury Claims.

The Debtor noted that it's not possible to achieve a global
settlement at this time; nevertheless, the Debtor has reached an
agreement with the United Tort Claimants that would allow the
Debtor to be reorganized in an efficient and expedited manner.
The terms of that agreement are embodied in the Plan.

According to the Disclosure Statement, the Plan has three main
features.

First, the Plan resolves the Debtor's exposure to the
United Tort Claimants in a consensual manner, which was the
Debtor's primary goal in commencing the Chapter 11 case.

Second, the Plan contemplates that the Debtor will obtain Exit
Financing to the extent necessary to satisfy the claims of its
primary secured creditor, Bank of America, and provide the Debtor
with sufficient capital to meet its other obligations under the
Plan and continue its normal operations.

Third, the Plan provides for payment in full of all trade and
other unsecured creditors over a two year period and permits the
Debtor to emerge from chapter 11 with its trade relationships
intact and in a financially viable form.

Under the Plan, the Debtor will assume its Collective Bargaining
Agreement.  The Plan will resolve the Trust Personal Injury Claims
on a consensual basis; satisfy the claims of Bank of America in
full; provide for the payment of trade and other unsecured
creditors in full; and allow the Debtor to emerge from Chapter 11
in a strong position and with the ability to satisfy the medical
needs of Otero County.

The Debtor proposes a 100% recovery in most of the allowed claims
except for Class 8 -- Subordinated Claims in which each holder of
an Allowed Subordinated Claim will neither receive nor retain
under the Plan any property of any kind or nature whatsoever,
including, without limitation, cash, on account of the holder's
Allowed Subordinated Claim.

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/OTERO_COUNTY_ds_1amended.pdf

                    About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  Otero County Hospital Association also does
business as Mountain View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, U.S. Trustee for Region 20, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Gardere Wynne Sewell LLP serves as the
Committee's counsel.  The Committee tapped James Morell of JCM
Advisors, LLC, as healthcare management consultant.

The U. S. Trustee appointed E. Marissa Lane PLLC as patient care
ombudsman on Sept. 13, 2011.

No trustee or examiner has been requested or appointed in the
Chapter 11 Case.


PENINSULA HOSPITAL: Court Okays Foy Advisors as Consultant
----------------------------------------------------------
Lori Lapin Jones, Chapter 11 Trustee for the estates of Peninsula
Hospital Center and Peninsula General Nursing Home Corp. d/b/a
Peninsula Center for Extended Care & Rehabilitation, obtained
permission from the Hon. Elizabeth S. Stong of the U.S. Bankruptcy
Court to employ Foy Advisors LLC as consultant.

As reported by the Troubled Company Reporter on June 7, 2012, Foy
Advisors has agreed to devote three days per week to the Chapter
11 Cases.  Foy Advisors' responsibilities will include those
commensurate with that of a chief operating officer.  Foy Advisors
will be deemed an independent contractor and will be responsible
for payment of its own taxes in connection with any consulting
fees paid to it.  Foy Advisors' engagement is "at will" and can be
terminated by either party upon written notice.

                     About Peninsula Hospital

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

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

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

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

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


PENINSULA HOSPITAL: Court Okays Public Liquidation Sale
-------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York has approved the motion filed by Lori
Lapin Jones, as Chapter 11 trustee for Peninsula Hospital Center,
et al., for the public liquidation sale of substantially all of
the machinery, furniture and equipment of PHC.  The Trustee is
also authorized to donate or otherwise dispose of certain de
minimus MF&E and miscellaneous personal property.

The Court has also approved the trustee's employment of Great
American Group as liquidator to the Trustee to conduct the public
liquidation sale of the MF&E.  Great American will be granted a
priming lien and superpriority claim in the MF&E sale proceeds

As reported by the Troubled Company Reporter on June 6, 2012, the
Trustee has determined that there is insufficient current cash
flow to continue the wind down of PHC and requires the liquidation
of assets and the use of the cash derived therefrom to fund the
wind down.  The Trustee also determined that MF&E is no longer
necessary.  All of the MF&E is located at PHC's real property
located at 51-15 Beach Channel Drive, Far Rockaway, New York.  The
MF&E consists of machinery, equipment, and furniture PHC used in
the ordinary course of its business.  All of the MF&E is owned by
PHC.

                     About Peninsula Hospital

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

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

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

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

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


PENINSULA HOSPITAL: Trustee Can Hire Friedman as Zoning Consultant
------------------------------------------------------------------
Lori Lapin Jones, Chapter 11 Trustee for the estates of Peninsula
Hospital Center and Peninsula General Nursing Home Corp. d/b/a
Peninsula Center for Extended Care & Rehabilitation, sought and
obtained authorization from the Hon. Elizabeth S. Stong of the
U.S. Bankruptcy Court for the Eastern District of New York to
employ Friedman & Gotbaum, LLP, as zoning consultant.

F&G will provide certain preliminary services and related zoning
advice with regards to PHC's real property at 51-15 Beach Channel
Drive, Far Rockaway, New York, and designated as Block 15843, Lot
1.  The Trustee requires F&G's assistance in assessing whether the
Property can be subdivided into two or more tax lots, which can
ultimately be sold separately under the applicable zoning
regulations.  F&G will assess the feasibility and likehood of the
approval of any applications by PHC to the City of New York
seeking to subdivide existing PHC's tax lots into two or more tax
lots for the purposes of establishing individual buildings on each
individual tax lot.  A sale of the Property in separate tax lots
will maximize value for the Debtors' estates.

F&G has agreed to the payment of a flat fee of $7,500.

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

                     About Peninsula Hospital

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

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

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

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

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


PETTERS CO: Ex-EpsteinBeckerGreen Partner Faces Clawback Suit
-------------------------------------------------------------
The Am Law Daily reports the receiver overseeing the wind-down of
convicted Ponzi schemer Tom Petters' various business interests
has filed a federal clawback suit against former Dreier LLP and
Epstein Becker & Green partner Paul Traub, Esq., over nearly
$804,000 in fees he received for providing legal counsel to
Petters between 2005 and 2008.  The Am Law Daily says the
complaint claims Mr. Traub was paid "an astonishing $125,000 per
month ($1.5 million annually)" to serve as a consultant to Mr.
Petters, who considered Mr. Traub's influence and expertise
essential and who allegedly rewarded him with money and gifts.

Gavin Broady at Bankruptcy Law360 reports that the new Minnesota
federal court suit is part of an effort to claw back more than
$2.46 million in fraudulent transfers Mr. Traub was allegedly paid
as a consultant for convicted fraudster Tom Petters.

Attorney Paul Traub was paid with proceeds from Petters' massive
Ponzi scheme to promote Petters' business credibility and steer
him towards new victims for his scam from August 2005 to May 2008,
Bankruptcy Law360 relates citing a complaint filed June 5.

                         About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHARMACEUTICAL RESEARCH: Moody's Corrects May 31 Ratings Release
----------------------------------------------------------------
Moody's Investors Service issued a correction the May 31, 2012
ratings release of Pharmaceutical Research Associates, Inc.

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

Ratings Assigned to Pharmaceutical Research Associates, Inc.

Corporate Family Rating of B2

Probability of Default Rating of B3

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

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

The outlook is stable.

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

PRA International:

Corporate Family Rating of B2

Probability of Default Rating of B2

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

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

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

Pharmaceutical Research Associates Group, BV:

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

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

Ratings Rationale

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

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

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

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

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


PRINCE SPORTS: Pachulski Stang Approved as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Prince Sports, Inc., et al., to employ Pachulski Stang Ziehl &
Jones LLP as counsel.

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

                        About Prince Sports

Prince Sports, Inc. and its U.S. affiliates filed voluntary
petitions for Chapter 11 reorganization (Bankr. D. Del. Lead Case
NO. 12-11439) on May 1, 2012, with a Chapter 11 plan that
contemplates the transfer of ownership to Authentic Brands Group
(ABG)-Prince LLC.

Founded in 1970, Prince Sports has a 42-year track record of
developing premium quality products for the racquet sports
industry.  Prince sells its products through brands like
"Ektelon," which sells racquetball racquets, footwear and gloves
and "Viking Athletics," through which it sells platform tennis
paddles, balls and gloves.  Prince is distributed in over 100
countries.

Lincolnshire Management Inc. acquired Prince from Benneton Group,
the parent company of United Colors of Benneton, in 2003.
Lincolnshire Management sold Prince to Nautic Partners in August
2007.

Under the Plan, (ABG)-Prince LLC, which acquired the secured debt
from GE Capital and Madison Capital, will get 100% of the new
equity in exchange of the discharge of the debt.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  The Debtors have also tapped FTI Consulting, Inc., to
provide David J. Woodward as Chief Restructuring Officer, as well
as additional personnel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.


PROTEONOMIX INC: Hires Manela as New Accounting Firm
----------------------------------------------------
Proteonomix, Inc., engaged Manela & Co. as its independent
registered public accounting firm on June 8, 2012.  The decision
to engage Manela as the Company's independent registered public
accounting firm was approved by the Company's Board of Directors.

Proteonomix was notified by Demetrius & Company, L.L.C., that it
have resigned as the Company's independent registered public
accounting firm.

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$1.38 million in 2011, compared with a net loss applicable to
common shares of $3.47 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.34 million
in total assets, $7.03 million in total liabilities, and a
$3.69 million total stockholders' deficit.

After auditing the financial statements for the year ended
Dec. 31, 2011, KBL, LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


PUGET ENERGY: Moody's Rates $450MM Senior Secured Notes 'Ba1'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the planned
issuance of $450 million of senior secured notes by Puget Energy,
Inc. (PE) and affirmed all of the company's existing ratings,
including its Ba1 Issuer Rating and the Ba1 rating assigned to the
company's $950 million of existing senior secured notes.

PE anticipates using the net proceeds from the note offering to
repay a like amount currently borrowed under a $1.0 billion senior
secured credit facility.

Concurrently, Moody's affirmed all of the existing ratings of PE's
utility subsidiary, Puget Sound Energy, Inc. (PSE), including
ratings as follows: A3 senior secured first mortgage bonds,
medium-term notes and tax-exempt debt; Baa2 Issuer Rating and bank
credit facilities; Baa3 junior subordinated notes; (P)A3/(P)Baa2
shelf rating for prospective issuance of senior secured and senior
unsecured debt, respectively; and P-2 short-term rating for
commercial paper. The rating outlook for PE and PSE is stable.

Ratings Rationale

The rating assignments and affirmations take into account the
relatively low risk utility operations at PSE, the collaborative
regulatory relationship that exist with the state regulator, the
significant leverage profile of the consolidated entity and PE's
consolidated financial performance. At year-end 2011, Moody's
calculates that PE's cash flow (CFO-pre W/C) was 11.3% of
consolidated debt, cash coverage of interest expense was 2.7x, and
consolidated debt capitalization was 57%, all financial metrics
that are reflective of a Ba1-rated consolidated enterprise.

The Ba1 rating assigned to PE's new senior notes and $950 million
of existing senior secured notes considers its subordinated
position to approximately $4 billion of adjusted debt at PSE.
Moreover, the rating at PE acknowledges, among other conditions,
the ring-fencing limitations that exist at PSE, including the
maintenance of a 44% equity ratio, which has indirect implications
on the level of dividends that PSE can upstream to PE in any given
year. For these reasons, there is a two notch differential between
the rating at PE and the unsecured rating assigned to PSE.

Moody's understands that the collateral provided to PE creditors
consists mainly of all of the issued and outstanding stock in PE's
wholly owned operating subsidiary, PSE. Moreover, Moody's
understands that a primary reason for PE to complete the planned
refinancing is to lengthen and diversify its debt maturity
profile.

The stable rating outlooks for PE and PSE reflect Moody's view
that PSE can continue to sustain its recent financial performance
under its private equity ownership structure. Moody's expectations
assume that sufficiently conservative financing strategies are
maintained at the consolidated concern and that PSE continues to
receive credit supportive decisions from the Washington
commission.

An upgrade of PE or PSE is unlikely over the near-term. PE and PSE
could be upgrade candidates in the intermediate term if stronger
than anticipated consolidated financial results are achieved,
specifically if PE can produce consolidated cash flow to debt in
the mid-teens and cash flow coverage of interest that comfortably
exceeds 3.0x.

Conversely, rating pressure at PE and PSE could surface if the
regulatory environment becomes less supportive evidenced by a
decline in PE's consolidated financial performance such that
consolidated cash flow to debt falls below 10% and consolidated
cash flow coverage of interest below 2.3x for an extended period
of time.

PE is a holding company whose sole subsidiary is PSE, a
combination electric and natural gas utility. Both companies are
headquartered in Bellevue, Washington.

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

PE is a holding company whose sole subsidiary is PSE, a
combination electric and natural gas utility. Both companies are
headquartered in Bellevue, Washington.


QUAD/GRAPHICS INC: Moody's Affirms 'Ba2' CFR/PDR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service changed Quad/Graphics, Inc.'s rating
outlook to stable from positive and affirmed all of the company's
Ba2 ratings, i.e. its corporate family and probability of default
ratings and its senior secured bank credit facilities. At the same
time, Quad's speculative grade liquidity rating was upgraded to
SGL-1 (very good) from SGL-2 (good).

The rating action was influenced by the fact that Quad's revenues
are declining at a time in which the general economy is showing
modest growth as well as by Moody's assessment that North American
commercial printing industry conditions continue to be very
difficult. While it is acknowledged that Quad has solid margins
and shows leading financial discipline, since the company is
already operating near the bottom of its net debt-to-EBITDA
guidance range of 2.0x-to-2.5x, it is unlikely that Moody's will
observe significant incremental de-levering (the LTM March 31,
2012 measure was 2.2x; when Moody's standard adjustments are
accounted for, the company's leverage range translates to
approximately 2.5x-to-3.0x). Indeed, while Quad has shown caution
in implementing and expanding its dividend, with its share price
languishing, Moody's view is there may be pressure to use free
cash flow to augment shareholder returns. With that, all Ba2
ratings were affirmed and the outlook was stabilized.

With debt reduction activities having fully repaid the outstanding
balance of the company's large, multi-year revolving credit
facility, and with the company expected to be consistently cash
flow positive now that ongoing restructuring activities having
subsided to normalized levels, Quad now has very good liquidity
arrangements. Accordingly, the company's liquidity rating was
upgraded to SGL-1 (very good) from SGL-2 (good).

The following summarizes the rating action and Quad's ratings:

Issuer: Quad/Graphics, Inc.

Outlook Actions:

    Outlook, Changed to Stable from Positive

Rating Actions:

    Speculative Grade Liquidity Rating, Upgraded from SGL-1
    from SGL-2

    Corporate Family Rating, Affirmed at Ba2

    Probability of Default Rating, Affirmed at Ba2

    Senior Secured Bank Credit Facility, Affirmed at Ba2 with the
    loss given default assessment revised to (LGD3, 45%) from
    (LGD3, 47%)

Ratings Rationale

Quad's Ba2 ratings are influenced by declining revenues and
exposure to the challenged commercial printing sector. Moody's
expects Quad's top line to decline by 2%-to-3% over the next year
or so even while the general economy shows modest positive growth.
Even without specific product line and geographic issues that are
causing Quad's top line to shrink, the entire North American
industry continues to address ongoing operational challenges
stemming from digital competition. Moody's expects industry-wide
revenue and profitability to remain under significant pressure for
the foreseeable future and also expect operational restructuring
expenses to be a permanent feature of all companies' financial
returns. These negative industry influences are mitigated by
Quad's solid margins and financial conservatism which is displayed
in ongoing active debt reduction to reduce leverage, maintaining
company-defined net debt-to-EBITDA at the lower end of a publicly
disseminated policy range of 2.0x-to-2.5x, maintaining solid
liquidity arrangements and showing caution in providing cash
returns to shareholders.

Rating Outlook

The outlook is stable based on expectations that the company will
continue to show fiscal conservatism including operating at the
lower end of its targeted unadjusted net debt-to-EBITDA range of
2.0x-to-2.5x.

What Could Change the Rating - Up

As Moody's does not expect industry fundamentals to improve or
Quad to operate at leverage lower than its target range and, as
well, do not expect the company to implement more conservative
leverage policies, an upgrade is not anticipated. However, given
solid liquidity and improved industry fundamentals and top-line
growth, a ratings upgrade may be considered if (RCF-CapEx)/TD were
expected to be sustained well above 10% while (EBITDA-
CapEx)/IntExp was well above 4x (measures include Moody's standard
adjustments). An upgrade would also involve clarity concerning
dividend plans.

What Could Change the Rating - Down

Moody's would consider a downgrade if (RCF-CapEx)/Debt were
expected to be sustained at approximately 5% or below and (EBITDA-
CapEx)/IntExp was less than 3.5x (measures include Moody's
standard adjustments). A significant debt-financed acquisition
and/or adverse liquidity developments could also result in
downward rating pressure.

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


RENAISSANCE CAPITAL: Moody's Lowers LT Issuer Ratings to 'B3'
-------------------------------------------------------------
Moody's Investors Service has downgraded the long-term foreign and
local currency issuer ratings of Renaissance Capital Holdings
Limited to B3 with a negative outlook, from B2. The Not-Prime
foreign and local currency short-term ratings remain unchanged.

The rating action is based on the official disclosure of the new
group structure as well as the unaudited IFRS accounts for the
first nine months of 2011. Following the group's restructuring,
Renaissance Capital Holdings Limited has not disclosed its audited
annual financial statements as at year-end 2011, thus limiting the
extent of information considered by Moody's.

Ratings Rationale

Moody's said the downgrade was triggered by the following factors:
(i) the effect of increased structural subordination of
Renaissance Capital Holdings Limited, following a significant
group restructuring whereby an additional holding company layer
(Renaissance Capital Investment Limited) was introduced between
Renaissance Capital Holdings Limited and the main operating
subsidiary company -- Renaissance Financial Holding Limited, rated
B1/Negative; and (ii) the lowering of the weighted average rating
of Renaissance Capital Holdings Limited's main operating
subsidiaries to B2 from B1 following the inclusion of Commercial
Bank "Renaissance Capital", rated B2/Stable, in the group.

Renaissance Financial Holding Limited pools the bulk of the
group's investment banking business under its umbrella, while
Commercial Bank "Renaissance Capital" represents the Russian
consumer segment of Renaissance Group.

Moody's also notes the weak liquidity position of Renaissance
Capital Holdings Limited because its funding is, to some extent,
matched with assets which have limited liquidity such as
receivables and loans from other segments of the group.

At the same time, Moody's notes that (in case of need, and upon
agreement with the joint shareholder of Renaissance Capital
Investment Limited -- ONEXIM group), the key subsidiaries of the
group -- i.e., Renaissance Financial Holding Limited and/or
Commercial Bank "Renaissance Capital" -- could direct additional
cashflows to support the holding company. Therefore, in Moody's
view, a one-notch differential of the B2 weighted average rating
of Renaissance Capital Holdings Limited's main operating
subsidiaries sufficiently captures all the aforementioned factors.
Moody's inter-group support assumption is based on the fact that
any potential default of Renaissance Capital Holdings Limited
could impose significant reputational damage on all Renaissance
group entities, including those segments united under Renaissance
Financial Holding Limited and Commercial Bank "Renaissance
Capital", significantly impairing their operations and liquidity
positions.

The negative outlook on Renaissance Capital Holdings Limited's B3
issuer ratings reflects the negative outlook on the B1 ratings of
its main operating subsidiary -- Renaissance Financial Holding
Limited -- and the risk of a potential increase in illiquid
positions which could compromise Renaissance Capital Holdings
Limited's standalone liquidity position.

What Could Change The Rating -- Down/Up

Downward pressure could be exerted on Renaissance Capital Holdings
Limited's long-term foreign and local currency issuer ratings as a
result of a downgrade of the ratings of its key operating
subsidiaries. A substantial deterioration in dividend upstreaming
and liquidity could also have downward rating implications.
Conversely, the long-term issuer ratings could be upgraded as a
result of a substantial improvement in operations and an upgrade
of the ratings of key operating subsidiaries, or diminishing
effects of structural subordination.

Principal Methodologies

The principal methodology used in this rating was Global
Securities Industry Methodology, published in December 2006.

Renaissance Capital Holdings Limited reported total consolidated
assets of approximately US$6.4 billion and total equity of
approximately US$848 million under unaudited IFRS at end-Q3 2011.

Renaissance Financial Holding Limited reported total consolidated
assets of US$5.4billion and total equity of approximately US$915
million under audited IFRS at year-end 2011.

Commercial Bank "Renaissance Capital" reported total consolidated
assets of approximately US$1.9 billion and total equity of
approximately US$422 million under audited IFRS at year-end 2011.


RR DONNELLEY: Moody's Cuts CFR/PDR to 'Ba2'; Outlook Still Neg.
---------------------------------------------------------------
Moody's Investors Service downgraded RR Donnelley & Sons Company's
ratings to Ba2 from Ba1 while leaving the company's ratings
outlook unchanged at negative. Affected ratings include the
company's corporate family rating (CFR), its probability of
default rating (PDR) and ratings for all senior unsecured debt
instruments. The company's liquidity rating remains unchanged at
SGL-1 (very good).

The rating action was prompted by Moody's concerns that despite
leverage being somewhat elevated in the face of secular industry
decline, that management may continue to choose shareholder
returns over improving financial risk. RR Donnelley's debt load
and dividend pay-out were sized prior to recent industry
contraction and ongoing margin compression that has reduced the
magnitude of its EBITDA stream. Moody's expects that interest
expense plus the dividend will consume an aggregate of nearly 45%
of RR Donnelley's EBITDA. With capital expenditures consuming a
further 25% of EBITDA and with cash income taxes increasing and
with mandated pension funding Moody's estimates that conversion of
EBITDA into free cash flow will be a relatively weak 5%
(approximately) of debt (FCF/TD) for most of the next two years
(all measures include Moody's standard adjustments). While the
company's free cash flow profile affords some flexibility to
permanently repay debt in advance of its maturity and while
management has recently articulated a commitment to reduce debt,
since RR Donnelley is already operating within its stated 2.5x-to-
3.0x debt-to-EBITDA leverage range (the March 31, 2012 measure was
2.9x), the extent to which debt and debt-like obligations will be
reduced is uncertain. This later point results in the negative
outlook.

The following summarizes the rating actions and RR Donnelley's
ratings:

  Issuer: R.R. Donnelley & Sons Company

Ratings/Outlook Actions:

Corporate Family Rating, Downgraded to Ba2 from Ba1

Probability of Default Rating, Downgraded to Ba2 from Ba1

Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2
(LGD4 - 60%) from Ba1 (LGD4 - 58%)

Senior Unsecured Shelf, Downgraded to (P)Ba2 from (P)Ba1

Speculative Grade Liquidity Rating, Affirmed at SGL-1

Outlook, Unchanged at Negative.

Ratings Rationale

RR Donnelley's Ba2 ratings result from the interrelationship of
financial policies/leverage with difficult industry fundamentals.
The broadly defined commercial printing sector is in secular
decline and many segments are plagued by over-capacity and
fragmented competition that dramatically suppresses margins. In
addition, the visibility of forward activity levels is quite poor
and the timing and magnitude of future growth or secular decline
is highly uncertain. Activity levels are also susceptible to
rebound-less decline with each recession. The company's debt load
and dividend pay-out were sized prior to recent industry
contraction and conversion of EBITDA into free cash flow has
become increasingly limited. The company's industry-leading
leading aggregate scale and product line and geographic
diversification are positive considerations, as is a highly
flexible cost structure that allowed RR Donnelley to remain cash
flow positive through-out the recent recession. The company's
strong liquidity profile is also credit-positive.

Rating Outlook

The outlook is negative given Moody's concerns about the secular
decline of the commercial printing industry combined with
management's historic bias towards shareholder returns vs.
reducing financial risks.

What Could Change the Rating - Up

Given adverse systemic influences and the negative outlook, a
near-term ratings upgrade is not anticipated. However, presuming
stronger industry fundamentals and continuing solid liquidity, a
ratings upgrade would be considered were FCF/TD to increase into
the 10%-to- 15% range; Moody's adjusted debt-to-EBITDA would
likely be in the 3.0x-to-3.5x range (all measures include Moody's
standard adjustments).

What Could Change the Rating - Down

The CFR may be downgraded if it is concluded that Debt/EBITDA
would not likely improve towards at least 3.75x (including Moody's
standard adjustments), likely caused by a lack of debt reduction.
A significant debt-financed acquisition and/or adverse liquidity
developments could also result in downward rating pressure.

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


SK FOODS: Judge Sends Trustee's Malpractice Suit to District Court
------------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a California federal
judge ruled Wednesday that the adversary complaint SK Foods'
Chapter 11 trustee brought against a former attorney for the food
processor can be removed to district court, as the majority of its
claims are not core to the bankruptcy proceeding.

According Bankruptcy Law360, Trustee Bradley D. Sharp brought the
suit against Gary G. Perry, claiming the attorney's representation
of SK Foods fell below the applicable standard of care.

                            About SK Foods

SK Foods LP ran a tomato processing facility.  It filed for
Chapter 11 bankruptcy protection after being dropped by its
lending group.  Creditors filed an involuntary Chapter 11 petition
against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc.
(Bankr. E.D. Calif. Case No. 09-29161) on May 8, 2009.  SK Foods
had said it was preparing to file a voluntary Chapter 11 petition
when the creditors initiated the involuntary case.  The Company
later put itself into Chapter 11 and Bradley D. Sharp was
appointed as Chapter 11 trustee.  The Debtors were authorized on
June 26, 2009, to sell the business for $39 million cash to a U.S.
arm of Singapore food processor Olam International Ltd.  The
replacement cost for the assets is $139 million, according to
Olam.

As reported by the Troubled Company Reporter on Feb. 19, 2010, a
federal grand jury returned a seven-count indictment charging
Frederick Scott Salyer, former owner and CEO of SK Foods, with
violations of the Racketeer Influenced and Corrupt Organizations
Act, in connection with his direction of various schemes to
defraud SK Foods' corporate customers through bribery and food
misbranding and adulteration, and with wire fraud and obstruction
of justice.


SMART BALANCE: Moody's Assigns 'B1' CFR/PDR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned new ratings to Smart Balance,
Inc., including a B1 Corporate Family Rating and a B1 Probability
of Default Rating. Moody's also assigned a B1 rating to $280
million of senior secured credit facilities to be extended to
several operating subsidiaries -- as joint-and-several obligors
-- under a full, unconditional guarantee from Smart Balance, Inc.
These facilities are comprised of a $40 million 5-year revolver
and a $240 million 6-year term loan. A Speculative Grade Liquidity
rating of SGL-2 was also assigned. The outlook for the ratings is
stable. Proceeds from term loan will be used to facilitate the
$125 million cash purchase of gluten-free food producer Udi's
Healthy Foods, LLC and to refinance existing debt.

Moody's assigned the following ratings:

Smart Balance, Inc.

Corporate Family Rating at B1

Probability of Default Rating at B1

Glutino USA, Inc., GFA Brands, Inc., and other operating
subsidiaries as joint-and-several borrowers under a full,
unconditional guarantee from Smart Balance, Inc.

$40 million senior secured revolver expiring 2017 at B1
(LGD 3, 47%)

$240 million senior secured term loan expiring 2018 at B1
(LGD 3, 47%)

Speculative Grade Liquidity Rating of SGL--2

The outlook is stable.

All ratings are subject to the conclusion of the syndication as
proposed and Moody's review of final documentation.

Ratings Rationale

The B1 Corporate Family Rating reflects Smart Balance's limited
scale, moderately high leverage, and the niche nature of its
product offering. The rating also takes into account the favorable
growth prospects of the functional food product category, the
company's strong free cash flow, and the integration and execution
risk inherent in its expansion into the gluten-free category. The
rating also reflects the risks associated with the transition from
an outsourced manufacturing business model to a hybrid in which it
will manufacture approximately 20% of key products, and outsource
manufacturing for the remainder.

"We consider Smart Balance's product categories to be reasonably
attractive with good growth prospects given the focus on health
and wellness, though they are niche in nature," said Nancy
Meadows, Senior Analyst at Moody's. "The acquisition of Udi's
helps diversify Smart Balance's product portfolio beyond the
spreads segment which is exhibiting slower growth," added Meadows.

The stable outlook is based upon Moody's expectation that the
company will continue to post robust organic revenue growth and
generate stable free cash flow to reduce debt meaningfully over
the next 12 to 18 months. The outlook also reflects the favorable
growth prospects for functional foods and health and wellness
products generally. The outlook also takes into account the
execution risk associated with integrating Smart Balance's recent
acquisitions and the company's small size.

There is limited upward pressure on the rating given the company's
limited scale in a competitive marketplace and niche product
offering. Things that could drive an upgrade include Smart Balance
meaningfully growing its size and scale, diversification of its
product offering and geographic footprint, and achieving debt to
EBITDA of 3.5 times or less on a sustained basis. Successful
integration of Glutino's and Udi's and sound management of its
hybrid manufacturing business model could also contribute to an
upgrade.

Downward ratings pressure could build if the company's credit
metrics weaken, if liquidity becomes constrained, or if the
company engages in any material debt funded acquisitions that
increase leverage above 5 times for a sustained period. Other
considerations that could drive the rating down would be EBIT
margins deteriorating meaningfully for a sustained period or any
material product recalls or supply chain issues that fundamentally
weaken its brand equity.

The principal methodology used in rating Smart Balance, Inc. was
the Global Packaged Goods 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.

Headquartered in Paramus, New Jersey, Smart Balance, Inc. ("Smart
Balance") is a marketer of functional food products. The company's
products are sold in mass merchandise, grocery, natural food, and
club stores, throughout the U.S. and Canada, with a majority of
products sold through supermarket chains and food wholesalers.
Smart Balance's core products include buttery spreads, peanut
butter, cooking oil, mayonnaise, and most recently expanded into
gluten-free products. For the twelve month period ending March 31,
2012, Moody's-adjusted revenues, and EBITDA were approximately
$294 million, and $34 million respectively.


SOLYNDRA LLC: Renews Sale Efforts for Fremont, Calif. Facility
--------------------------------------------------------------
According to myfoxdfw.com, citing a Wall Street Journal report,
Solyndra LLC is now making a second attempt to sell the site at
47488 Kato Rd. in Fremont, Calif., to help repay creditors and the
federal government.  The property consists of a 30-acre parcel of
land with a 280,000-square-foot manufacturing space and a 30,000-
square-foot office building.  Solyndra received bids for the
manufacturing facility but rejected all the offers as too low.

According to the report, Greg Matter of property brokerage Jones
Lang LaSalle said Solyndra is now receiving a new round of bids
for the site.  Jones Lang began handling the sale in February.

The report also relates Mr. Matter said Solyndra hopes to recoup a
portion of the $300 million it cost to build the manufacturing
facility, but didn't specify a figure.  He also declined to reveal
how many bids have come in since February but says there have been
multiple offers. He says the offers will be made public in coming
months in bankruptcy filings.  The report says Jones Lang has
approached more than a dozen high-tech firms in Japan, China and
Korea to gauge their interest in purchasing the site, as well as
high-tech manufacturers in San Jose and the surrounding region.
Mr. Matter declined to name the companies.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

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

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.


SPECTRE PERFORMANCE: Taps Burr Pilger as Tax Accountant
-------------------------------------------------------
Spectre Performance asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Burr Pilger Mayer,
Inc., as tax accountant and financial reorganization consultant.

The firm will, among other things:

   -- prepare the Debtor's 2011 federal and state income tax
      returns;

   -- perform related bookkeeping services necessary for
      preparation of the tax returns as well;

   -- assist the Debtor in the preparation of 2011 year-end
      financial statements and review as necessary in the ordinary
      course of the Debtor's financial affairs and as necessary to
      complete tax returns; and

   -- if necessary, assist the Debtor in the analysis of the tax
      implications of various plan or administrative alternatives.

In the administration of the case, the financial reorganization
consultant services that the firm will be required to render are:

   -- advise and assist the Debtor in preparing the financial
      projections necessary for developing the Debtor's plan of
      reorganization and disclosure statement;

   -- advise and assist the Debtor in developing a business plan
      for payment of creditor claims and to assist the Debtor in
      negotiating with creditors as necessary to resolve disputes
      regarding the terms of payment or settlement of claims; and

   -- perform any and all other financial consultant services
      incident and necessary as the Debtor may require of the firm
      as its financial reorganization consultant in connection
      with the Chapter 11 case.

The Debtor relates that none of the services to be performed by
the firm will duplicate the services performed by other
professionals in the case.

The Debtor will be employing the professionals:

    * Shulman Hodges & Bastian LLP as Debtor's general counsel;

    * Mike Ido as the Debtor's financial consultant;

    * Hopkins-Carley ALC as special counsel for the K&N Action;

    * Stein & Lubin LLP as Debtor's special counsel for the Avery
      Action; and

    * Greins, Martin, Stein & Richland LLP as special counsel for
      the appeal of the K&N Judgment.

The firm's hourly billing rates for the professionals who will
work on the case are:

         Phillip L. Hutson, shareholder         $440
         Russell K. Burbank, shareholder        $490
         Jordan Kahn, manager                   $315
         Mark Werling, manager                  $285
         Gladys Tam, manager                    $275
         Ruby Padilla, supervisor               $215

During the one year period prior to the Petition Date, the firm
received payments of fees and expense from the Debtor in the total
amount of approximately $79,600.  As of the Petition Date, the
firm had approximately $21,029 in unbilled charges related to
prepetition services performed consisting of the in-process
corporate tax returns for the year ended Dec. 31, 2011, of $3,605
and consulting work of $17,424.

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

                     About Spectre Performance

Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012.  The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.

Ontario, California-based Spectre Performance disclosed $10.2
million in assets and $17.7 million in liabilities.  Secured
claims total $3.7 million.

Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid.  Now the company is a manufacturer of
performance racing autoparts.  Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool air to
the engine, fuel lines and hoses for plumbing the engine, and
chrome hardware and valve covers for dressing the bay.

Judge Mark D. Houle presides over the case.  Leonard M. Shulman,
Esq., at Shulman Hodges & Bastian LLP, serves as the Debtor's
counsel.  The petition was signed by Amir Rosenbaum, president.

According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.

Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.


SPECTRE PERFORMANCE: Hires Greines Martin to Appeal K&N Action
--------------------------------------------------------------
Spectre Performance asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Greines, Martin,
Stein & Richland LLP as the Debtor's special counsel for the
appeal of the K&N Judgment.

The K&N Action involves K&N Engineering, Inc.'s claims for false
advertising and unfair competition against the Debtor.  The jury
awarded K&N more than $7.3 million, on six different claims
brought against the Debtor related to alleged false advertising in
connection with the marketing and sale of its performance
automotive air filters and air intake systems.  The jury also
returned a defense verdict in favor of K&N on the Debtor's
counterclaims against K&N for false advertising.  A Final Judgment
and Permanent Injunction after jury verdict was entered by the
District Court on Dec. 8, 2011, in the amount of $7,337,196.

The K&N Judgment stated that the District Court would file an
amended judgment if it were to award enhanced damages to K&N.
On Dec. 20, 2011, K&N filed a motion for statutory enhancement of
the K&N Judgment seeking to double the amount of judgment and for
approximately $1.6 million in attorneys' fees and costs.  The
District Court awarded K&N an enhancement payment of $750,159 and
attorneys' fees of $1,352,730 in its minute order granting motion
for attorneys' fees, in part filed May 1, 2012.

On May 7, 2012, K&N filed a Notice of Lodging of [Proposed]
Amended Final Judgment and Permanent Injunction.  The amended
final K&N Judgment has not been entered.

The firm will, among other things:

   -- conduct investigations, appear at court hearings and prepare
the necessary documents and pleadings to assist the Debtor in
prosecuting the appeal of the K&N Judgment; and
   -- perform any and all other legal services incident and
necessary herein as the Debtor may require of the firm as special
state court counsel in connection with the appeal of the
K&N Judgment.

The hourly rates of the firm's personnel are:

         Robert A. Olson               $650
         Kent J. Bullard               $650
         Senior Partners               $850
         Senior Counsel                $550
         Senior Associate              $500
         Associate                     $450
         Law Clerks                    $100

The firm has not received a retainer or payment of any fees or
costs from the Debtor during the one year period prior to the
Petition Date.

As of the Petition Date, the firm was not a creditor of the
Debtor. To the best of the Debtor's knowledge, the firm does not
represent or hold an adverse interest to the estate.

                     About Spectre Performance

Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012.  The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.

Ontario, California-based Spectre Performance disclosed $10.2
million in assets and $17.7 million in liabilities.  Secured
claims total $3.7 million.

Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid.  Now the company is a manufacturer of
performance racing autoparts.  Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool air to
the engine, fuel lines and hoses for plumbing the engine, and
chrome hardware and valve covers for dressing the bay.

Judge Mark D. Houle presides over the case.  Leonard M. Shulman,
Esq., at Shulman Hodges & Bastian LLP, serves as the Debtor's
counsel.  The petition was signed by Amir Rosenbaum, president.

According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.

Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.


SPECTRE PERFORMANCE: Taps Hopkins-Carley to Prosecute K&N Action
----------------------------------------------------------------
Spectre Performance asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Hopkins-Carley ALC
as the Debtor's special counsel for the prosecution of the K&N
Action.

The K&N Action involves K&N Engineering, Inc.'s claims for false
advertising and unfair competition against the Debtor.  The jury
awarded K&N more than $7.3 million, on six different claims
brought against the Debtor related to alleged false advertising in
connection with the marketing and sale of its performance
automotive air filters and air intake systems.  The jury also
returned a defense verdict in favor of K&N on the Debtor's
counterclaims against K&N for false advertising.  A Final Judgment
and Permanent Injunction after jury verdict was entered by the
District Court on Dec. 8, 2011, in the amount of $7,337,196.

The K&N Judgment stated that the District Court would file an
amended judgment if it were to award enhanced damages to K&N.
On Dec. 20, 2011, K&N filed a motion for statutory enhancement of
the K&N Judgment seeking to double the amount of judgment and for
approximately $1.6 million in attorneys' fees and costs.  The
District Court awarded K&N an enhancement payment of $750,159 and
attorneys' fees of $1,352,730 in its minute order granting motion
for attorneys' fees, in part filed May 1, 2012.

On May 7, 2012, K&N filed a Notice of Lodging of [Proposed]
Amended Final Judgment and Permanent Injunction.  The amended
final K&N Judgment has not been entered.

The firm will, among other things:

   -- conduct investigations, appear at court hearings and prepare
the necessary documents and pleadings, to assist the Debtor in
prosecuting the K&N Action, including the preparation and filing
of a motion to modify the injunction; and

   -- perform any and all other legal services incident and
necessary herein as the Debtor may require of the firm as special
state court counsel in connection with the K&N Action.

The hourly rates of the firm's personnel are:

         John V. Picone, III, Esq.                  $465
         Jennifer S. Coleman, Esq.                  $370
         Jedidiah L. Dooley, Esq.                   $325
         Christopher Hohn, Esq.                     $270
         Andrea Stewart, senior paralegal           $210
         Chrissie S. Cimbra Cruz, case Assistant     $90

The firm was employed by the Debtor prior to the Petition Date for
the prosecution of the K&N Action and, during the one year period
prior to the Petition Date, received a total of $902,630 from the
Debtor.  As of the Petition Date, the firm was owed approximately
$650,000 to $750,000 by the Debtor for services rendered prior to
the Petition Date.  Moreover, the firm intends to file a claim for
its prepetition fees and costs, prosecute the claim and exercise
its rights as a creditor.

To the best of the Debtor's knowledge, the firm does not represent
or hold an adverse interest to the estate.

                     About Spectre Performance

Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012.  The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.

Ontario, California-based Spectre Performance disclosed $10.2
million in assets and $17.7 million in liabilities.  Secured
claims total $3.7 million.

Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid.  Now the company is a manufacturer of
performance racing autoparts.  Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool air to
the engine, fuel lines and hoses for plumbing the engine, and
chrome hardware and valve covers for dressing the bay.

Judge Mark D. Houle presides over the case.  Leonard M. Shulman,
Esq., at Shulman Hodges & Bastian LLP, serves as the Debtor's
counsel.  The petition was signed by Amir Rosenbaum, president.

According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.

Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.


SPECTRE PERFORMANCE: Taps Shulman Hodges as General Counsel
-----------------------------------------------------------
Spectre Performance asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Shulman Hodges &
Bastian LLP as general counsel.

Prior to the Petition Date, the Debtor paid the firm retainers in
the total amount of $258,937.  Prior to the commencement of the
bankruptcy case, the firm incurred fees and expenses in providing
bankruptcy and other related services to the Debtor in the total
amount of $258,937.  Thus, the remaining balance of the firm's
retainer as of the commencement of the bankruptcy case was $0.

The hourly rates of the firm's personnel are:

         Partners                       $375 - $525
         Of Counsel                     $425 - $525
         Associates                     $250 - $375
         Paralegals                     $125 - $195

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

                     About Spectre Performance

Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012.  The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.

Ontario, California-based Spectre Performance disclosed $10.2
million in assets and $17.7 million in liabilities.  Secured
claims total $3.7 million.

Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid.  Now the company is a manufacturer of
performance racing autoparts.  Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool air to
the engine, fuel lines and hoses for plumbing the engine, and
chrome hardware and valve covers for dressing the bay.

Judge Mark D. Houle presides over the case.  Leonard M. Shulman,
Esq., at Shulman Hodges & Bastian LLP, serves as the Debtor's
counsel.  The petition was signed by Amir Rosenbaum, president.

According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.

Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.


STOCKTON, CA: Moody's Says Debt Default Likely
----------------------------------------------
As the City of Stockton, California moves toward the June 26
conclusion of a mediation process with its creditors, there is a
growing likelihood that the city will default on some of its debt
obligations, says Moody's Investors Service in a new report. The
city's ratings, even on secured obligations, could be subject to
further downgrades in a bankruptcy.

"A default is likely primarily because the city says that it will
run out of cash on July 1 and that a bankruptcy filing will take
place if negotiations with creditors fail to provide material
concessions," said Moody's VP-Senior Analyst Gregory Lipitz,
author of the report. "While Stockton has several classes of
bonds, the city's pension and lease obligations have the greatest
risk of default and loss while its water and sewer and special tax
bonds are more insulated from default risk."

Even if a bankruptcy filing is avoided through a settlement with
labor unions and bondholders, Stockton is likely to default on
obligations on its unsecured debt, including pension and lease
obligations, according to the report, "Default Risk Rising as
Stockton Inches Towards Bankruptcy." It examines the rating
implications of bankruptcy, offers a review of the city's fiscal
deterioration, and analyzes possible bankruptcy and default
scenarios.

"The untested mediation process is required under a state law, AB
506, which was enacted last year, and could result in Stockton and
its creditors reaching a detailed agreement, a framework
agreement, or a complete failure to come to terms," said
Mr. Lipitz. "Since the mediation will conclude at the end of June,
the parties involved will have very little time to ratify
agreements before the city becomes insolvent."

Moody's expects the city's enterprise debt and special tax bonds
to be considered special revenue obligations, which enjoy
protection from default and loss of principal in bankruptcy. Since
the pension and lease bonds are unsecured obligations of the
city's general fund, they do not enjoy any special protections in
bankruptcy, subjecting them to a possible debt service default and
loss of principal.

"A negotiated settlement would likely also include concessions by
bondholders, which we would treat as a distressed exchange and a
default," said Mr. Lipitz. "However, there are no certain outcomes
in light of the small number of precedents and the evolving state
of municipal bankruptcy law."


SUSQUEHANNA AREA: Fitch Affirms 'BB+' $23.3 Million Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings affirms the 'BBB-' rating on Susquehanna Area
Regional Airport Authority's (SARAA) approximately $148.7 million
senior lien airport revenue bonds and the 'BB+' on $23.8 million
subordinate lien airport revenue bonds.  The Rating Outlook on all
bonds is Stable.

Key Rating Drivers

SMALL ENPLANEMENT BASE WITH SIGNIFICANT COMPETITION: Harrisburg
International Airport (the airport) serves primarily as an
origination and destination (O&D) airport in the state capital
region. The traffic base of just 650 thousand has historically
been stable and is supported by the state government,
corporations, and universities.  The airport also faces
significant regional competition for air service, particularly
from Baltimore-Washington International Airport and Philadelphia
International Airport.

HIGH COST STRUCTURE: The airport operates under a hybrid
compensatory airline agreement which provides marginal cost
recovery and pricing flexibility but is limited by a high cost per
enplanement (CPE) of $14.66.  The agreement expires on Dec. 31,
2012 with the option of two one-year extensions.  The agreement is
presently under negotiation for extension and Fitch will assess
whether the renewed agreement will provide adequate cost recovery
terms.

ADEQUATE COVERAGE BUT HIGH LEVERAGE: Coverage per the indenture
was 2.35x for senior lien bonds and 1.31x including subordinate
lien debt in fiscal 2011.  Fitch's coverage calculation for 2011
which considers PFC as revenues rather than an offset to debt
service and excludes the coverage account is 1.76x and 1.14x,
respectively.  The authority has a high debt burden with debt per
enplanement of $265 and leverage of 11.0x net debt to cash flow
available for debt service (CFADS).  The authority's unrestricted
cash position increased to $720 thousand in 2011 from $209
thousand in 2010. Days cash on hand for 2011, including $2.4
million of O&M reserves, is 81.

MODERN FACILITIES WITH LIMITED INFRASTRUCTURE NEEDS: Modern
facilities allow the authority to maintain an internally funded
capital plan absent of additional debt.  The authority's capital
program for 2012-2023 totals $82 million and is expected to be
funded primarily by federal and state grants.

WHAT COULD TRIGGER A RATING ACTION

  -- Inability to maintain adequate cash flow to cover total
     airport obligations including either rate adjustments to
     carriers or cost-containment strategies.

  -- Service reductions or further enplanement declines could
     impact the airport's competitive profile given an already
     high cost structure.

SECURITY

The senior lien bonds are secured by a pledge of airport system
net revenues and an irrevocable commitment of PFC receipts.  The
subordinate lien bonds are secured by a subordinate pledge of
airport system net revenues and receipts under a Federal Aviation
Administration Airport Improvement Program (AIP) Letter of Intent
(LOI) grant, all of which monies have been received.

CREDIT UPDATE

The airport experienced a 3.1% decrease in traffic in 2011 to 650
thousand enplanements.  The reduction is attributable to higher
fuel prices which lead to an increase in the average fare of
approximately 24%.  Year to date enplanements are showing a slight
increase of 2.8%.  Southwest recently announced that in August
2012 it will discontinue AirTran's service, which represents
approximately 8% of enplanements at the airport.  However,
Frontier subsequently announced it will begin flights to Orlando
operating four days a week.  Management anticipates enplanements
to decline by 1% to 2% in 2012 and does not expect any additional
changes in airline service at this time.

Operating revenues increased by 3.4% in 2011 as a result of
increased landing fee income, terminal rental income, and vehicle
rental income.  The growth is due to increased rental car
activity, the return of American Eagle and a phase-out of
incentives for AirTran.  Operating expense increased by 6% in 2011
due to higher personnel cost, legal fees, and supplies cost
associated with bad weather.  Expenses have been well managed in
recent years and are consistent with levels seen in 2006.

Operating expenses for year to date 2012 are below budget and 7.6%
lower than 2011 which is partly attributable to a milder winter.
Coverage of 2.35x for senior lien and 1.31x for total debt in 2011
is slightly lower than 2010. The airport's dual lien structure
allows for debt service coverage to remain solid at the senior
lien level but otherwise weak on total debt.  Coverage on total
debt is 1.14x when treating PFC as revenues rather than an offset
to debt service and excluding the rolling coverage account.  Low
coverage levels along with low cash balance could lead to
financial challenges should the airport experience a drop off in
enplanements.

The airport's cost profile remains relatively high for a small
airport with a CPE of $14.66 in 2011.  Under Fitch's base case
scenario which assumes slight traffic declines with moderate
expense growth, CPE is expected to range from $15 to $17 in the
near term.  Fitch's stress scenario which assumes enplanements to
decline to historic lows along with moderate expense growth show
CPE rising to $18 by 2015, a level which may impact air carrier
service levels and the airport's competitive profile.


TELVUE CORP: Four Directors Elected at Annual Meeting
-----------------------------------------------------
TelVue Corporation held its annual meeting of stockholders on
June 11, 2012.  The stockholders elected H.F. Lenfest, Jesse
Lerman, Joy Tartar and Robert Lawrence to serve as directors until
the expiration of their term at the 2013 Annual Meeting of
Stockholders and until their respective successor is duly elected
and qualified.  ParenteBeard LLC was ratified to serve as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2012.

                      About TelVue Corporation

Mt. Laurel, N.J.-based TelVue Corporation is a broadcast
technology company that specializes in playback, automation and
workflow solutions for public, education and government ("PEG")
television stations; cable, telephone company ("Telco") and
satellite television providers; K-12 and higher education
institutions; and professional broadcasters.

The Company reported a net loss of $3.49 million in 2011, compared
with a net loss of $5.88 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$5.31 million in total assets, $1.55 million in total liabilities,
$5 million in redeemable convertible series A preferred stock, and
a $1.24 million stockholders' deficit.


TRIBUNE CO: Fails to Reach Deal With Henke on $100-Mil. Claim
-------------------------------------------------------------
In a supplemental objection, Tribune Co. and its affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to disallow
and expunge Claim No. 3697, as amended by Claim No. 7106, totaling
$100,000,000, filed by Robert Henke.

The Debtors and Mr. Henke have engaged in ongoing discussions
regarding a process to resolve the Claim and the underlying
defamation lawsuit before a Maryland state court.  Those
discussions have not resulted in consensus.  Instead, Mr. Henke
has prepared a proposed amended complaint regarding the Lawsuit.

Upon review of the amended complaint, the Debtors maintain that
the Claim is not an allowable claim against The Baltimore Sun
Company because it is unenforceable against the Sun under
applicable non-bankruptcy law.  The Debtors insist that nothing
in the amended complaint gives rise to a valid cause of action
against the Sun because at no point does Mr. Henke satisfy the
four factors necessary to sustain a defamation claim.

Given that Mr. Henke has not even commenced a valid action in
Maryland state court, and hence no action has been taken in the
Maryland state court with respect to the Lawsuit, the Bankruptcy
Court is well-situated to make a determination that the Lawsuit
must be dismissed on this basis, the Debtors maintain.

                       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)


TEXASBANC CAPITAL: Fitch Lowers Rating on Preferred Stock to 'BB-'
------------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings (IDR) of
Compass Bancshares (CBSS) to 'BBB' from 'A-'.  The Rating Outlook
is Negative.  The action was prompted by the downgrade of the
parent company, Banco Bilbao Vizcaya Argentaria SA's (BBVA)
ratings to 'BBB+' from 'A' (refer to press release titled 'Fitch
Downgrades Santander & BBVA to 'BBB+'/Negative Outlook on
Sovereign Action', dated June 11, 2012 for additional information
on the BBVA rating action).

Since CBSS' ratings and Outlook are correlated with those of BBVA;
changes in BBVA's ratings result in changes to CBSS' IDRs and
Outlook.  CBSS' support-driven IDR is currently notched one level
below those of its parent since it is strategically important to,
but not considered a core subsidiary of BBVA.  Thus, with BBVA's
downgrade to 'BBB+', CBSS' support-driven IDR was downgraded to
'BBB'.

CBSS' IDR reflects the higher of its support-driven IDR or its
standalone rating, the Viability Rating (VR).  With the recent
rating action on BBVA and a concurrent downgrade of CBSS' VR,
CBSS' support-driven IDR and VR are now the same.

CBSS' VR, which reflects the company's intrinsic creditworthiness
absent any extraordinary support, was downgraded reflecting the
company's modest earnings profile.  Nonetheless, the company's
solid capital base, good liquidity profile, and improving asset
quality trends help to offset the weaker earnings profile.

CBSS' performance over the past several years has been pressured
by large goodwill impairment charges and high credit costs.
Excluding the goodwill charges, reported return metrics are
somewhat worse than similarly-rated peers.  CBSS, as are others in
the industry, is faced with a difficult operating environment,
including increased regulatory costs, low interest rates, and weak
loan demand.

Providing support to the ratings at their current levels, CBSS has
reported moderating trends in asset quality.  The bank's level of
nonaccrual assets has fallen approximately 45% since the March 31,
2010 peak level, though they remain elevated at approximately 3%
of loans.  CBSS has also been able to reduce its concentration to
construction and land development loans (C&LD), a portfolio which
has exhibited considerable stress over the past several years.
C&LD loans as a percentage of capital have fallen to 51% of total
risk-based capital at March 31, 2012, down from 144% at YE2009.

CBSS has a good funding profile that does not rely excessively on
wholesale funds.  Funding is aided by a large noninterest-bearing
deposit base that consistently represents approximately 28% of
total deposits.  Holding company obligations are modest, and debt
service coverage is more than adequate.

The company's capital base remains sound with a Tier 1 common
equity ratio of 11.05% at March 31, 2012.  Capital levels have
benefited through external capital support from BBVA, most notably
in 2009 and 2010, though Fitch assumes further support is not
forthcoming from BBVA, nor needed.  Conversely, Fitch views the
ultimate divestiture of CBSS as an increasing possibility given
BBVA's weakening profile and the very strained Spanish economy.
Accordingly, Fitch has downgraded CBSS' support rating to '2' from
'1' suggesting a high probability of external support.

Fitch does not see upward momentum in the company's VR given the
relatively modest earnings profile. If operating metrics were to
continue to underperform peer averages, CBSS' VR could be further
pressured by a downgrade.  Conversely, if CBSS were to improve its
earnings performance, the company's VR could be upgraded.  If BBVA
were to be downgraded again, this could potentially pressure CBSS'
ratings as well.

The following ratings are downgraded:

Compass Bancshares, Inc.

  -- Long-term IDR to 'BBB' from 'A-'; Rating Outlook Negative
  -- VR to 'bbb' from 'bbb+';
  -- Support to '2' from '1';
  -- Short-term IDR to 'F2' from 'F1'.


Compass Bank

  -- Long-term IDR to 'BBB' from 'A-'; Rating Outlook Negative;
  -- Short-term IDR to 'F2' from 'F1;'
  -- VR to 'bbb' from 'bbb+;
  -- Support to '2' from '1';
  -- Long-term deposits to 'BBB+' from 'A';
  -- Short-term deposits to 'F2' from 'F1';
  -- Senior unsecured to 'BBB' from 'A-';
  -- Subordinated debt to 'BBB-' from 'BBB+'.

TexasBanc Capital Trust I

  -- Preferred stock to 'BB-' from 'BB+'.


TOWER OAKS: CWCapital Asks Court to Convert Case to Chapter 7
-------------------------------------------------------------
CWCapital Asset Management LLC asks the U.S. Bankruptcy Court for
the District of Maryland to convert Tower Oaks Boulevard, LLC's
Chapter 11 case to Chapter 7.

CWCapital acts as special servicer for U.S. Bank National
Association, as trustee, as successor-in-interest to Bank of
America, N.A., as trustee for the Registered Holders of COBALT
CMBS Commercial Mortgage Trust 2007-C2, Commercial Mortgage Pass-
Through Certificates, Series 2007-C2.

Brent W. Procida, Esq., at Venable LLP, the attorney for
CWCapital, says that the Debtor has not filed a plan or disclosure
statement.  The Debtor failed to file operating reports for the
first six months of the case.  After a status conference in July
2011, the Court ordered the case to be converted if all operating
statements had not been filed by Aug. 30, 2011.  On Aug. 30, 2011,
the Debtor filed reports for May through July 2011 and has not
filed a single report since.  The operating reports are now nine
months in arrears.

Mr. Procida notes that the Debtor is not currently represented by
a Chapter 11 counsel.  The Debtor's original counsel, Cohen,
Baldinger & Greenfeld, LLC, had their appearance struck by court
order dated Dec. 29, 2011.  Although the firm of Bregman, Berbert,
Schwartz & Gilday, LLC, still represents the Debtor as special
counsel, their engagement was limited.

According to Mr. Procida, despite failing to properly engage any
other counsel, pleadings demonstrate that the Debtor is employing
at least two additional law firms without court approval.  Since
January 2012, Hughes & Bentzen, PLLC, has filed documents on
behalf of the Debtor in a related adversary proceeding.  Gleason,
Flynn, Emig & Fogelman appeared at foreclosure sale of behalf of
the Debtor in November 2012 and has filed pleadings on behalf of
the Debtor in the Circuit Court for Montgomery County.  Neither
firm has obtained court order authorizing employment.

The Debtor is a single asset entity which owns an office building
at 2701 Tower Oaks Boulevard, Rockville, Maryland.  The building
was sold to the SPE Noteholder, a subsidiary of the Trust, at a
foreclosure auction on Nov. 28, 2011.  Ratification of the sale is
pending.  The building is vacant, Mr. Procida says.  The Debtor
has not paid any taxes on the building despite its refusal to
turnover possession to the noteholder.  The Real Property
Consolidated Tax Bill showing that the Trust has advanced
$105,344.21 for 2011 property taxes.

The Debtor's Statement of Financial Affairs lists a $7,000 payment
to John D. Buckingham, its principal owner, for management fees on
Dec. 31, 2010.  However, his son, David T. Buckingham, was
appointed guardian of John D. Buckingham on Oct. 25, 2010, due to
the elder Buckingham's advanced dementia.  The SOFA list numerous
additional disbursements to the children of John D. Buckingham,
including reimbursement of travel expenses, reimbursement of legal
fees, and one payment brazenly labeled "cash withdrawal".  The
disclosed prepetition disbursements to insiders total over
$22,000.  The Debtor never obtained authority to use cash
collateral, yet the few operating statements that have been filed
show thousands of dollars of cash collateral being disbursed,
including reimbursements for "travel expenses".  The largest
account receivable listed is from an affiliated company, Sun
Control Systems, Inc, and appears to be the subject of a family
dispute.  The Debtor has also indicated that it has potential
claims against Virginia Commerce Bank.

According to Mr. Procida, the Debtor is holding cash.  In
connection with a summary ejectment action in the District Court
of Maryland for Montgomery County, the Debtor's former tenant
Ronald Cohen Investments, Inc., deposited $62,930.12 with the
registry of the Rent Court.  The Rent Court later sent the Rent
Escrow by check to BBS&G, counsel to the Debtor in the ejectment
action.  According to Mr. Daniel Rigterink of BBS&G, these funds
were deposited in the Debtor-in-Possession bank account at the
direction of Philip McNutt of Hughes & Bentzen.

The Debtor, Mr. Procida states, has no employees and nothing to
reorganize.  Its primary asset is a building which is the subject
of a foreclosure action.  The Debtor has resisted the secured
creditor's attempts to install a professional property manager as
receiver and instead allowed a potential Class A office building
to sit vacant and overgrown.  The few filed operating reports
openly admit to the unauthorized use of cash collateral, says Mr.
Procida.  "Such use is plainly harmful to the SPE Noteholder since
it has an undisputed security interest in all of the Debtor's cash
income," Mr. Procida adds.

"The Debtor's failure to pay taxes and inability to pay future
taxes is clear cause for conversion.  Lastly, additional non-
enumerated cause exists based on the Debtor's failure to obtain
new Chapter 11 counsel and its repeated use of unapproved law
firms in open disregard of Section 327(a) of the Bankruptcy Code,"
Mr. Procida states.

There are several recovery actions and questionable transactions
which would best be investigated by an active Chapter 7 Trustee,
Mr. Procida says.  The SOFA lists over $22,000 of disbursements to
insiders prior to the bankruptcy.  The potential misappropriation
resulting from leasing a large portion of the property to an
affiliated company and failing to collect rent should be
investigated, as well as potential actions against other former
tenants.  The source of the funds used to pay the two unauthorized
law firms representing the Debtor should receive a vigorous review
from an independent Trustee.  These firms should be compelled to
disgorge the payments they have received if the funds used were in
any way property of the estate.  The Debtor has several properly
retained law firms with approved fees that currently stand to go
unpaid.  The Virginia Commerce Claims should also be investigated.
The funds in the Debtor-in-Possession account, including the Rent
Escrow, are subject to the SPE Noteholder's security interest and
are at high risk for being disbursed beyond recovery in the
absence of a Trustee.

The attorneys for CWCapital can be reached at:

           Brent W. Procida, Esq.
           Laura Bouyea, Esq.
           VENABLE LLP
           750 East Pratt Street ? Suite 900
           Baltimore, Maryland 21202
           Tel: (410) 244-7400
           Fax: (410) 244-7700
           E-mail: bwprocida@Venable.com
                   lsbouyea@Venable.com

                    About Tower Oaks Boulevard

Raleigh, North Carolina-based Tower Oaks Boulevard, LLC, owns and
operates the commercial property identified as 2701 Tower Oaks
Boulevard.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Md. Case No. 11-12413) Feb. 8, 2011.  Bregman, Berbert,
Schwartz & Gilday, LLC, serves as its special counsel.  The Debtor
estimated assets at $10 million to $50 million and debts at $1
million to $10 million.

Affiliate Sun Control Systems, Inc., filed a separate Chapter 11
petition on December 13, 2010 (Bankr. D. Md. Case No. 10-37991).

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, has not
appointed an official committee of unsecured creditors in the
Debtors' cases.


TRIBUNE CO: Valuation Research May Face Litigation
--------------------------------------------------
Valuation Research Corp. may face litigation relating to its
issuance of a solvency opinion for Tribune Company, Chicago
Tribune reported.  Per Tribune's Plan, a litigation trust will be
created to allow junior creditors to pursue claims against
entities, including Sam Zell and current and former officers of
Tribune relating to the 2007 leveraged buy-out, the report noted.
Valuation Research may be among those targeted parties, the
report added.

Valuation Research gave Tribune a clean bill of financial health
in late 2007, which allowed Mr. Zell to proceed with the deal,
according to the report, citing a previous report by The Wall
Street Journal.  Tribune took on excessive debt and filed for
bankruptcy protection less than a year later, the report added.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TW2 LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: TW2, LLC
        2605 Jahn AVE NW Ste D-10
        Gig Harbor, WA 98335

Bankruptcy Case No.: 12-44097

Chapter 11 Petition Date: June 12, 2012

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

Judge: Brian D. Lynch

Debtor's Counsel: Norman K. Short, Esq.
                  GSJONES LAW GROUP PS
                  1155 Bethel Ave
                  Port Orchard, WA 98366
                  Tel: (360) 876-9221
                  E-mail: norm@gsjoneslaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wawb12-44097.pdf

The petition was signed by Mel Heide, manager.


UNIGENE LABORATORIES: Hires Ashleigh Palmer as CEO
--------------------------------------------------
Unigene Laboratories, Inc., entered into an employment agreement,
effective June 8, 2012, with Ashleigh Palmer.  The Agreement,
pursuant to which Mr. Palmer will serve as the Company's Chief
Executive Officer, provides for a two year term and establishes
Mr. Palmer's annual salary as $400,000.

Furthermore, pursuant to the Agreement, Mr. Palmer will receive a
lump sum bonus of $250,000 if beginning during the Term the
closing price of the Company's common stock on the Over-the-
Counter Bulletin Board (or whatever market on which such stock is
trading) is $2.00 per share or greater for 60 consecutive trading
days.  Mr. Palmer is also permitted to participate in the
Company's regular bonus program and employee benefit plans.

The Agreement provides that upon (a) termination of Mr. Palmer's
employment by the Company for any reason other than cause, (b) Mr.
Palmer's resignation upon 60 days advance written notice within 60
days of a change of control of the Company or (c) Mr. Palmer's
resignation for good reason (which is defined to mean the
Company's failure to employ Mr. Palmer in an executive position, a
material diminution of Mr. Palmer's salary and benefits in the
aggregate or a 75 mile or more relocation of Mr. Palmer's regular
work location), (i) the Company will make a severance payment to
Mr. Palmer equal to the greater of (x) the unpaid portion of his
annual salary for the remainder of the Term or (y) four months of
his then-current annual base salary, payable in accordance with
the regular payroll cycle of the Company, and (ii) the Company
will pay the applicable premiums for coverage of Mr. Palmer and
his family under the Company's health plans for three months
immediately following the date of his termination, provided he
timely and properly elects continuation of such coverage under
COBRA and remains eligible for that coverage.

The Agreement also contains a non-disparagement clause, as well as
non-competition and non-solicitation clauses that apply for one
year following Mr. Palmer's termination of employment for any
reason, and obligates Mr. Palmer to maintain the confidentiality
of any business or scientific information that he receives during
the course of his employment.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at March 31, 2012, showed $14.07
million in total assets, $74.83 million in total liabilities and a
$60.75 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of approximately $189,000,000 and the Company's total
liabilities exceeded total assets by $55,138,000.


UNIVISION COMMUNICATIONS: Fitch Affirms 'B' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'B' Issuer Default Rating (IDR) and
all ratings of Univision Communications, Inc. The Rating Outlook
is Stable.

The ratings incorporate Fitch's positive view on the U.S. Hispanic
broadcasting industry, given anticipated continued growth in
number and spending power of the Hispanic demographic.
Additionally, Univision benefits from a premier industry position,
with duopoly television and radio stations in most of the top
Hispanic markets, with a national overlay of broadcast and cable
networks.  The company's networks garner significant market share
of Hispanic viewers and generate strong and stable ratings.  This
large and concentrated audience provides advertisers with an
effective way to reach the growing U.S. Hispanic population.
Ratings concerns center on the highly leveraged capital structure
and the significant maturity wall in 2017, limited free cash flow
generation relative to total debt, as well as the company's
significant exposure to advertising revenue.

Fitch expects Hispanic population growth to mitigate the impact of
longer-term secular issues that are challenging the overall media
& entertainment sector, namely, audience fragmentation and its
impact on advertising revenue.  While the Hispanic broadcast
television audience is not immune to these pressures, Fitch
expects that its growing total size will offset the impact of any
audience fragmentation and drive ongoing ratings strength at
Univision's television properties.  This should result in mid-
single-digit top-line growth at the television segment.

Fitch expects moderate margin pressure over the next one to two
years, driven by investments in new cable networks, and further
weighed by the higher royalty payments under the PLA agreement,
which will not be reduced going forward but which are manageable
within the company's financial profile.  However, Fitch believes
positive operating leverage from top-line growth and growth in
high-margin retransmission revenue will result in subsequent
margin improvement.

Recent new entrants in the Hispanic broadcast and cable network
market will add to the competitive pressures facing Univision.
However, Univision currently has incumbent advantage and dominant
market presence, with over 70% market share of the Hispanic
audience in the U.S. and all of the top 10 primetime network
broadcasts, according to Nielsen.  Fitch expects these factors,
along with its pipeline of proven content from Televisa, to enable
it to grow amid these increasing pressures.

The radio segment has returned to moderate revenue and EBITDA
growth in recent quarters.  It remains to be seen whether this is
sustainable and whether the resolution of the Arbitron ratings
issues will drive longer-term stability.  This business is also
more sensitive to macroeconomic factors as there is no
subscription-based revenue to offset advertising declines.
Nonetheless, Fitch believes further operating pressures at radio
can be accommodated at current ratings.

The extension of the program license agreement (PLA) with Grupo
Televisa (Televisa; rated 'BBB+', Stable Outlook by Fitch) and
Televisa's purchase of an equity stake in Univision in 2010
removed the company's largest overhang and provided clarity that
its business model would remain intact over the longer term.
Equity ownership gives Televisa a large stake in Univision's
success and profitability, a strong positive given Televisa's role
as a supplier of popular audience and revenue-generating content.
This cleared the way for the maturity extension and spate of
refinancings over the past 18 months.  These transactions resulted
in a materially improved capital structure, and Fitch believes
that Univision is solidly within the 'B' category.

Univision refinanced nearly $600 million of the 2014 term loan
($1.1 billion previously outstanding) with proceeds of a secured
2019 notes issuance in February 2012.  As a result, there is only
$457 million of debt due in 2014, with no preceding maturities.
Although Fitch expects free cash flow to be limited to $200
million-$250 million in 2012, Fitch expects moderate annual
increases going forward, which should provide Univision with the
ability to repay this organically if it chooses.  The significant
maturity wall has been pushed to 2017, when $5.6 billion of bank
debt comes due.

In addition to this large 2017 maturity, Univision is saddled with
significant leverage from the 2007 LBO, with Fitch estimated total
leverage (including the subordinated convertible preferred
debentures due to Televisa) and secured leverage of 11.6 times (x)
and 9.4x, respectively, at March 31, 2012.  Fitch believes that
material deleveraging will have to occur before the company can
refinance its 2017 maturities.  Given Fitch's free cash flow
expectations, material debt reduction is not expected; rather
deleveraging will come more from EBITDA growth.

That said, Fitch currently believes there is a high probability
that the company will be able to refinance the 2017 bank debt.
Fitch believes that the private equity owners, Televisa, and the
secured lenders remain motivated to facilitate Univision's long-
term viability, as refinancing an improved operating and credit
profile will provide more value than bankruptcy/debt
restructuring.  Underpinning this position is Fitch's view that
the company will be able to delever to a range of 7x-9x total
leverage, or 5x-7x on a secured basis by the 2017 maturity.  Fitch
believes that the secured lenders, which incurred 9x leverage
through the senior debt at the LBO, would be willing to re-finance
Univision's business at these levels, given Univision's strong
positioning in a growing segment of the media industry.  This
extension provides the company with more than two additional years
to accomplish this deleveraging.

Fitch regards current liquidity as adequate, particularly in light
of minimal near-term maturities. At March 31, 2012, liquidity
consisted of approximately $57 million of cash, approximately $406
million available (net of letters of credit) under the $463
million RCF (of which $54 million expires in March 2014 and $409
million expires in March 2016, with $137 million having been
termed out to March 2017), and $65 million available under the AR
securitization facility.  Interest expense will be easily covered
by internal cash generation.

At March 31, 2012, Univision had total debt of $10.4 billion,
which consisted primarily of:

  -- $6.1 billion senior secured term loan facility, $457 million
     of which is due September 2014 and $5.6 billion which is due
     March 2017 (including $137 million of the RCF that was
     previously termed out to March 2017);
  -- $35 million outstanding under the RCF;
  -- $1.2 billion 6.875% senior secured notes due 2019;
  -- $750 million 7.875% senior secured notes due 2020;
  -- $815 million 8.5% senior unsecured notes due 2021;
  -- $235 million outstanding under the A/R securitization
     facility, due March 2016;
  -- $1.125 billion 1.5% subordinated convertible debentures
     issued to Televisa, due 2025.  This note is a direct
     obligation of the parent HoldCo, Broadcasting Media Partners,
     Inc., but is serviced by dividends paid by Univision.

Univision's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company, and thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (going
concern), rather than a liquidation.  Fitch employs a 7x
distressed enterprise value multiple reflecting the company's FCC
licenses in top U.S. markets.  Fitch assumes a sustainable post
restructuring EBITDA of $755 million, a 15% reduction from March
31, 2012 LTM EBITDA, which is slightly below the low of the recent
economic downturn but would still be enough to cover fixed
charges.  Fitch estimates the adjusted distressed enterprise
valuation in restructuring to be approximately $4.8 billion.  The
'B+' rating for the secured debt reflects Fitch's expectations for
recovery in the 51%-70% range under a bankruptcy scenario.  The
'CCC' rating on the $815 million senior unsecured notes reflects
Fitch's expectations for minimal recovery prospects due to their
position in the capital structure.

Fitch affirms Univision as follows:

  -- Issuer Default Rating (IDR) at 'B';
  -- Senior secured at 'B+/RR3';
  -- Senior unsecured at 'CCC/RR6'.


URBAN WEST: Asks for Dismissal of Chapter 11 Cases
--------------------------------------------------
Urban West Rincon Developers II, LLC, and Rincon Developers Phase
II, LLC, ask the Hon. Dennis Montali of the U.S. Bankruptcy Court
for the Northern District of California to dismiss their
bankruptcy cases.

After hearing on July 26, 2011, the Court approved the amended
motion to approve compromise of controversy under which the
Debtors resolved various conflicts between themselves and SP4
Rincon II Lender, LP, and SP4 Rincon II Partner, LP.

After entry of a court order dated July 29, 2011, approving a
compromise allowing Debtors some 90 days to complete a sale of
their interests in ORH II, the Debtors failed to deliver the
agreed, confidential settlement payment owed to SP4 Rincon II
Lender, LP, and SP4 Rincon II Partner, LP, by the stipulated,
court-approved Oct. 6, 2011 deadline.  The Debtors lost their
respective interests in ORH II, the entity that owns the
underlying real property on which the Phase II project is to be
built in a duly-noticed public foreclosure sale of their limited
partnership interests under the California Uniform Commercial
Code, which was conducted on Oct. 17, 2011.  The estates have no
remaining assets.

SP4 Partner became the Liquidating Partner of ORH II, the entity
that owns the land over which these cases were filed.  SP4 Lender
is successor in interest to Urban West upon which the Phase II
tower is to be built as part of a two-tower residential real
estate development project in San Francisco, California, commonly
known as One Rincon Hill.  ORH II contracted to sell One Rincon
Hill to 401 Harrison Investor, LLC, an entity related to the
Principal Financial Group, for $30 million.  Following the
settlement of the lawsuit by American Property Consultants, Ltd.,
and implementation by all parties, the land sale closed.

The One Rincon Hill project is scheduled to break ground on
June 11, 2012.  401 Harrison Investor, LLC, engaged Urban Pacific
Investors, LLC, as project manager to develop One Rincon Hill.
Urban Pacific and One Harrison Investor, LLC, have contracted with
Webcor Builders to act as the general contractor and negotiated a
not-to-exceed price to build the project.  401 Harrison Investor
LLC has received a letter of intent for construction financing
from Pacific Life Insurance Company, and loan documents are being
drawn.  Internal committee approval for the loan was made on
May 11, 2012.

An April 10, 2012 Payment Request Package No. 1 - Draw #1, dated
Feb. 29, 2012, specifies that "[i]mmediately after Owner [401
Harrison Investor, LLC] and lender have executed loan documents in
respect of the construction loan for the project, Owner and
Development Manager [Urban Pacific] shall enter into an Escrow
Agreement. . ."  Escrow Agreement requires Owner to deposit
$720,000 contemporaneously with full execution of the Escrow
Agreement.  Under the Letter Agreement, Urban Pacific is to "issue
a draw request to Owner for the payment of the $720,000 for
purposes of paying Phase II Creditors."  The essential terms of
the Escrow Agreement that must be met are: (1) the Urban Pacific
must make a request for draw and that funds be released from
escrow, which request is to be made at the time this Motion has
been filed; (2) an executed waiver of lien in the form attached to
the Escrow Agreement must be executed by each Phase II Creditor in
exchange for the release of payment to it; and (3) 401 Harrison
Investor, LLC, will have 15 days to object to the release of
funds; the Debtor are seeking to supply 401 Harrison Investor,
LLC, with many lien waivers.

The $720,000 is projected, with certain agreed reductions of
unsecured claims, to result in a 55% dividend on unsecured
creditor claims after payment of administrative priority expenses.
Administrative claims of the estate incurred by counsel for the
Debtors and for Official Unsecured Creditors' Committee, accrued
U.S. Trustee's fees and a small priority tax claim total
$391,896.58 at present.  The remaining balance from the $720,000
will result in a 55% dividend to unsecured creditors.  Objections
to claim have reduced the claim of Jaidin Consulting Group.
Gimbel, LLC, has not filed a claim.  The architect, Solomon,
Kordell, Buenz & Associates, Inc., a Creditors' Committee member,
will execute and file an amended claim or consent to distribution
reducing the amount of its claim from $108,876.92 to $35,235.13.

As a condition of dismissal, any order approving the motion is
predicated on (a) the funding of escrow with the full $720,000,
and (b) payment of all accrued U.S. Trustee fees.  The amounts
owing in the two cases are $975 for case number 11-30924 and
$1,300 for case number 11-30926.  Assuming an earlier financing
close and payout, $1,300 is set aside for U.S. Trustee fees.

                 About Urban West Rincon Developers

San Francisco, California-based Urban West Rincon Developers II,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case No. 11-30924) on March 9, 2011.  Heinz Binder, Esq.,
and Roya Shakoori, Esq., at the Law Offices of Binder and Malter,
serves as the Debtor's bankruptcy counsel.


VERTIS INC: Moody's Withdraws 'Caa1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Vertis Inc.

A list of the rating actions are provided below:

Issuer: Vertis, Inc.

  Corporate Family Rating, Withdrew Caa1 rating

  Probability of Default Rating, Withdrew Caa1 rating

  $425 million Sr. Secured 1st Lien Term Loan, Withdrew Caa1
  (LGD-4, 56%) rating

  Outlook, Withdrew Ratings Under Review for Downgrade

Ratings Rationale

Moody's has withdrawn the ratings because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the ratings.

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

Vertis Inc., headquartered in Baltimore, MD, provides advertising,
direct marketing and interactive products and services to clients
across North America.


VITRO SAB: US Ruling Effectively Precludes Mexican Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB was effectively precluded from enforcing
its Mexican reorganization plan in the U.S.  Holders of 60% of
$1.2 billion in defaulted bonds convinced U.S. Bankruptcy Judge
Harlin "Cooter" Hale in Dallas June 13 that the Mexican
reorganization was "manifestly contrary" to U.S. public policy
because it bars the bondholders from holding Vitro operating
subsidiaries liable to pay on their guarantees of the bonds.  The
subsidiaries weren't in bankruptcy in either Mexico or the U.S.

According to the report, in the June 13 ruling, Judge Hale denied
Vitro's request to enforce the reorganization in the U.S.  Vitro's
reorganization was approved by a court in Mexico earlier this year
over bondholder objections.  But bondholders objected to the Vitro
plan on several grounds.  The bondholders argued successfully that
it was improper to use the Vitro parent's bankruptcy to extinguish
the non-bankrupt subsidiaries' liability on guarantees.  In
addition, the bondholders contended it was improper for Vitro's
shareholders to retain ownership when creditors were objecting and
not fully paid. Bondholders also argued that the plan was approved
in Mexico by using $1.9 billion of intercompany claims to vote
down opposition from third-party creditors.

The report continues that in his 29-page opinion, Judge Hale said
the Mexican plan was defective because Vitro failed to show
requisite "extraordinary circumstances" to justify using the
parent's bankruptcy as a bar to enforcing claims against non-
bankrupt operating subsidiaries. He said the plan didn't
sufficiently protect interests of U.S. creditors and was
"manifestly contrary" to U.S. public policy by extinguishing
claims against subsidiaries.  Judge Hale said there were other
"strong objections" raised by bondholders that he didn't need to
decide because he already found the reorganization plan defective.
Judge Hale's opinion kept the door open for bondholders to raise
the additional issues on appeal.

Judge Hale, the report relates, said there was "evidence of at
least suspect voting" because Vitro used insider votes to "swamp"
noteholders' votes in opposition. He also said the Mexican plan
was "demonstrably" different from what would occur in the U.S.
because Vitro shareholders are retaining $500 million of value
when bondholders aren't being fully paid.

Bondholders, according to the report, already began obtaining
judgments against Vitro subsidiaries on the defaulted bonds.
Judge Hale had precluded bondholders from enforcing the judgments
pending his decision.  To give Vitro an opportunity to appeal,
Judge Hale isn't allowing bondholders to enforce their judgments
until June 29.  Any stays after that must come from appellate
courts, Judge Hale said.

Judge Hale made several rulings in Vitro's favor.  He didn't find
that Mexican courts are corrupt.  The judge said he couldn't
conclude that enforcing the Mexican plan would adversely affect
credit markets.  "On the whole," Judge Hale couldn't say that the
Mexican proceedings were unfair.

Mr. Rochelle notes that Judge Hale evidently is allowing the
Mexican plan to be enforced as to the Vitro parent.  Given that
the assets and revenue are in the subsidiaries, it isn't clear how
useful the Mexican plan will be for the Vitro parent in terms of
enforcement in the U.S. Vitro said in a statement it will take an
"immediate appeal."  The company said that Hale's decision was the
first time in the 12-year history of the Mexican law that a U.S.
court had refused to enforce a reorganization.  Previously, Vitro
described the bondholders as "vultures" who purchased the debt at
discount.

                         Memorandum Opinion

"Generally, reorganization pursuant to the [Ley de Concursos
Mercantiles] is found to be a fair process, worthy of respect.  In
other and subsequent cases this Court would expect that Concurso
decisions would be enforced in this country. However, if approved
for enforcement, the present order would create precedent without
any seeming bounds.  The Concurso plan presently before the Court
discharges the unsecured debt of non-debtor subsidiaries. What is
to prevent this type of plan from eventually giving non-consensual
releases to discharge the liabilities of officers, directors, and
any other person?" Judge Hale said.

"Because of the importance of this case to the financial and legal
community, the Court will stay its decision until June 29, 2012,
at 5:00 p.m. Central Daylight Time, and will maintain the TRO for
fourteen days to allow Vitro time to appeal and to seek a stay on
appeal. Any further stay or extension of the TRO should be sought
from the district court or court of appeals."

A copy of Judge Hale's July 13 Memorandum Opinion is available at
http://is.gd/5iKf4hfrom Leagle.com.

             Financial Restructuring to Be Enforced

In its press release following the ruling, Vitro said the U.S.
Bankruptcy Court in Dallas, Texas, has ruled that it will enforce
in the U.S., in part, the terms of the financial restructuring of
Vitro's Mexican Plan of Reorganization.  Specifically, the
Bankruptcy Court agreed to enforce in the U.S. the Company's
Mexican Plan of Reorganization with respect to Vitro SAB, but did
not enforce the release of Vitro's subsidiaries from liability on
their guarantee obligations under Vitro's now-restructured notes.
Vitro intends to immediately appeal the Bankruptcy Court's refusal
to enforce the Vitro restructuring at the subsidiary level to the
United States Court of Appeals for the Fifth Circuit.

The ruling by Hon. Harlin D. Hale recognizes that the Mexican
bankruptcy process affords all creditors fundamental fairness and
due process, as required by Chapter 15 of the U.S. Bankruptcy Code
in order to enforce a restructuring plan approved in a foreign
proceeding.  Although the Bankruptcy Court refused to enforce the
release of Vitro's subsidiaries, which was also approved by the
Mexican Court, Vitro does not anticipate this refusal will
materially impact Vitro's ability to serve its U.S. customers, and
notes that one of its key subsidiaries in the supply of products
to U.S. customers is currently protected as a debtor in a separate
and distinct Concurso proceeding in Mexico.

"We are pleased that the Court has recognized the validity of the
Concurso process generally, and enforced the Mexican Court's order
approving the company's Plan of Reorganization with respect to
Vitro SAB," said Claudio Del Valle, Vitro's Chief Restructuring
Officer.  Mr. Del Valle added: "Today's ruling is important for
all of our stakeholders, including our 17,000 employees, and marks
a significant milestone in our successful financial
restructuring."

Regarding its plan to appeal a portion of the ruling, Mr. Del
Valle stated: "We will defend the enforcement of Vitro's
restructuring at the subsidiary level in the U.S."

Vitro's restructuring complied with applicable Mexican bankruptcy
law which, since its enactment in 2000 by the Mexican legislature,
has been recognized by U.S. courts in Chapter 15 proceedings
without exception as providing fair, clear rules for the
administration of multinational restructurings such as Vitro's.
Notably, no U.S. bankruptcy court has ever denied a request to
enforce a plan of reorganization approved under the Mexican
bankruptcy law in its 12 year history.

Despite one of the highest recoveries in the history of such
processes in Mexico, the dissident funds have and continue to
intentionally try to risk the destruction of Vitro's businesses
for the mere prospect, not guarantee, of a higher return on their
investment.  The portion of the Bankruptcy Court's decision
enforcing the company's Plan of Reorganization in the U.S. with
respect to Vitro SAB represents another loss for the group of
dissident bondholders that waged a strong opposition to
enforcement of the Chapter 15 ruling.  Vitro anticipates the
dissident bondholder group will appeal this portion of the
decision, also to the United States Court of Appeals for the Fifth
Circuit.

                           Public Policy

Vitro SAB in late May filed an 84-page brief explaining why the
reorganization plan approved this year by a court in Mexico isn't
"manifestly contrary to the public policy of the U.S." and
therefore must be enforced in the U.S.  Vitro's brief rebuts
bondholders' arguments that plan approval was improperly won by
use of $1.9 billion in insider votes to overcome opposition from
holders of 60% of the $1.2 billion in defaulted bonds. Bondholders
also object to how the Mexican reorganization allows current
owners to maintain control even though creditors aren't paid in
full.  Vitro points to other cases where U.S. judges concluded
that Mexico affords due process and its orders should be enforced
in the U.S.  The glassmaker argues that the bondholders should be
bound by rulings from the Mexican court because they appeared in
Mexico and opposed, albeit unsuccessfully.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted to
liquidations in Chapter 7, court records in January 2012 show.  In
December, the U.S. Trustee in Dallas filed a motion to convert the
subsidiaries' cases to liquidations in Chapter 7.  The Justice
Department's bankruptcy watchdog said US$5.1 million in bills were
run up in bankruptcy and hadn't been paid.


WINLAND ELECTRONICS: Gets Extension to Regain Compliance With NYSE
------------------------------------------------------------------
Winland Electronics, Inc. disclosed that on April 11, 2012 it
received notice from the NYSE Amex staff indicating that Winland
is below certain of the NYSE Amex LLC's continued listing
standards due to: stockholders' equity of less than $4,000,000 and
losses from continuing operations and/or net losses in three of
its four most recent fiscal years, as set forth in Section
1003(a)(ii) of the Exchange's Company Guide; and stockholders'
equity of less than $6,000,000 and losses from continuing
operations and/or net losses in its five most recent fiscal years
ended Dec. 31, 2011, as set forth in Section 1003(a)(iii) of the
Exchange's Company Guide.  Winland was afforded the opportunity to
submit a plan of compliance to the Exchange, and on May 11, 2012
Winland presented its plan to the Exchange.  On June 11, 2012 the
Exchange notified Winland that it accepted Winland's plan of
compliance and granted Winland an extension until May 29, 2013 to
regain compliance with the continued listing standards.  Winland
will be subject to periodic review by the Exchange staff during
the extension period. Failure to make progress consistent with the
plan or to regain compliance with the continued listing standards
by the end of the extension period could result in Winland being
delisted from the NYSE Amex Exchange.

                     About Winland Electronics

Winland Electronics, Inc. -- http://www.winland.com/-- is an
industry leader of critical condition monitoring devices.
Products including EnviroAlert, WaterBug, TempAlert, Vehicle Alert
and more are designed in-house to monitor critical conditions for
industries including health/medical, grocery/food service,
commercial/industrial, as well as agriculture and residential.
Proudly made in the USA, Winland products are compatible with any
hard wire or wireless alarm system and are available through
distribution worldwide.  Headquartered in Mankato, MN, Winland
trades on the NYSE Amex Exchange under the symbol WEX.


WORLDSPACE INC: Case Converted to Chapter 7 Liquidation
-------------------------------------------------------
WorldSpace Inc., which sold its assets in June 2010 via the
Chapter 11 process, is now undergoing liquidation in Chapter 7.
The bankruptcy judge entered the conversion order at the behest of
the company.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that WorldSpace told the bankruptcy judge in Delaware that
about $10,000 remains in the bank account.  "Almost all" expenses
of the Chapter 11 case have been paid, according to a court
filing.

BankruptcyData.com reported on May 16, 2012 on the Debtors' motion
to convert the case.  The Debtors explained that they do not
believe that they will be able to propose or confirm a plan in
these cases, and are incurring administrative expenses.

                      About WorldSpace, Inc.

WorldSpace, Inc., provided satellite-based radio and data
broadcasting services to paying subscribers in 10 countries
throughout Europe, India, the Middle East, and Africa.  WorldSpace
was founded in 1990 and is headquartered in Silver Spring,
Maryland.

The Debtor and two of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del., Case Nos. 08-12412 through
08-12414) on Oct. 17, 2008.  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, serve as the Debtors' bankruptcy counsel.  Kurtzman
Carson Consultants serves as claims and notice agent.  Neil
Raymond Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena,
Esq., at Elliot Greenleaf, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for bankruptcy, they
listed total assets of $307,382,000 and total debts of
$2,122,904,000.

WorldSpace completed the sale of substantially all assets related
to business effective June 23, 2010.  The assets were sold to a
company controlled by WorldSpace Chief Executive Officer Noah
Samara under a $5.5 million contract.  Samara had defaulted on a
prior contract to purchase the assets for $28 million.  The sale
to Samara was arranged after WorldSpace couldn't agree on a sale
to Liberty Satellite Radio LLC, which had been financing the
Chapter 11 case.


XTREME IRON: Heavy Equipment Rental Files for Chapter 11 in Dallas
------------------------------------------------------------------
Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.

Lake Dallas-based Xtreme Iron estimated assets and liabilities of
$10 million to $50 million.  The Debtor said that an estimated 90%
of the business assets are located in North Texas counties.

The Debtor is the holding company for Xtreme Iron, LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.


* Moody's Says Anemic Macroeconomic Recovery to Hit US Telcos
-------------------------------------------------------------
Moody's Investors Service maintains a stable outlook on the US
wireline sector, as sector consolidation, investments and
acquisitions in growth services focused on IP and data, and
ongoing cost cutting are driving stabilization of operating
metrics and leading to slower declines in access lines, revenues,
and EBITDA of sector companies.

Major risks to the stable outlook include the prolonged anemic
macroeconomic recovery and cable's competitive market expansion
into business telecom services, according to the industry outlook
"US Fixed-Line Telecommunications: Cost Cuts, Data Services Will
Support Modest EBITDA Gains Through Mid-2013."

"When looking at the business fundamentals of the entire wireline
sector, revenue stabilization among residential customers is
continuing as telecom operators, particularly AT&T and Verizon,
have enhanced their broadband and video capabilities to match or
exceed cable's offerings," said Dennis Saputo, a Moody's Senior
Vice President. "Moreover, residential wireline voice revenues are
becoming a much smaller component of the major telecommunications'
companies revenue streams."

Nevertheless, the downward secular trends of the wireline
operators persist as customers continue to switch from old
fashioned high-margin voice telephone service towards lower margin
data services or wireless calls. Although in 2011, telcos'
business and wholesale segments were aided by increased traffic
volumes and increasing opportunities from surging demand for fiber
connectivity and data center capacity, Moody's estimates that
business revenue among telecom companies will be flat to lower in
2012 and 2013, owing to the link with US employment growth and to
market-share gains by cable companies.

"Even as business spending on telecommunications services
eventually begins to recover with total US employment, incumbent
telecom companies will see flat business-segment revenues at best
in 2012-13, as cable companies take share," said Mark Stodden, a
Moody's analyst.

So far, the stable EBITDA and operating incomes are due to
aggressive cut costs as improvements in operating support systems
and network investment lead to efficiency gains.

"But when the cost saving opportunities run out, telcos will have
a difficult decision whether to continue their high dividend
payments or network investments to enhance their competitive
position," said Gerald Granovsky, a Moody's Vice President-Senior
Credit Officer. In Moody's opinion, telcos will be hard pressed to
pick up market share in broadband connections without greater
network investments.

Moody's expects wireline telecoms to defend the upper end of the
business segment before the expected foray by larger cable
operators into the broader commercial markets. Telcos still have a
network and product advantage over cable in targeting larger
multi-location business customers. Moody's believes that telcos
have a 12 to 18 month window before they see material competition
for the larger end of the business market from the cable
operators, as cable's primary focus is still on gaining maximum
penetration of residential and small business customers.

In the meantime, Moody's expects telcos to hold their share of
ever-growing Internet traffic and does not expect cable to
materially impact the enterprise and wholesale business over the
next 12 to 18 months, at least. The wireline carriers also benefit
from the growth of wireless broadband as backhaul facilities from
cell sites are upgraded to higher capacity wireline circuits and
as the larger volumes of wireless network traffic are transported
to their destinations primarily over wireline networks..

North American Wireline sector includes ILEC, CLEC and some
issuers from the diversified telecom sub-sector.


* Moody's Says Insurance Brokerage Sector Faces Integration Risk
----------------------------------------------------------------
The outlook for the global insurance brokerage sector remains
stable, Moody's Investors Services says in its new "Global
Insurance Brokerage Outlook," underpinned by expectations for a
modest global economic recovery in 2012-13. The outlook reflects
brokers' steady performance through shifting economic and market
conditions.

"Insurance brokers held up relatively well through the financial
crisis," says Vice President and co-author of the report Bruce
Ballentine, "and we expect that they will retain their overall
health, despite the slow pace of economic growth." He adds,
however, that the sector's credit strengths are tempered by
integration risks associated with acquisitions, given that most
Moody's-rated brokers are active consolidators, and by the
approaching debt maturities of some of the more leveraged firms.

Brokers are benefiting from a favorable pricing trend in the US
commercial property & casualty (P&C) insurance market, which
translates to higher commissions for the brokers. "Rate increases,
along with the gradual economic recovery, should support single-
digit organic revenue growth for brokers over the next couple of
years," says Associate Analyst and co-author Ben Goldberg.

Most large brokers distribute a combination of P&C insurance and
employee benefits products and services, which helps stabilize
their results through P&C pricing cycles. While healthcare reform
in the US has raised uncertainty about the structure and
regulation of that market, Moody's expects healthcare and related
benefit programs to remain largely employer-based, especially for
firms with 50 or more employees, so brokers will remain keenly
involved in this business.

The insurance brokerage sector remains ripe for further
consolidation, particularly in the highly fragmented US market,
where acquisition candidates include thousands of regional and
local firms. Moody's expects the leading brokers to continue their
strategy of acquiring smaller players to supplement organic
growth.


* Guggenheim Partners Launches Restructuring Advisory Business
---------------------------------------------------------------
Guggenheim Partners, LLC, a global diversified financial services
firm, has launched a restructuring practice within Guggenheim
Securities, its investment banking and capital markets division.

As part of the launch, Guggenheim has appointed Ronen A. Bojmel as
Senior Managing Director and Head of Restructuring to lead the
firm's expansion in this practice.  Based in New York, Mr. Bojmel
will start in his new role on October 1.  Mr. Bojmel is a highly
respected and seasoned restructuring veteran and most recently a
Partner and Managing Director at Miller Buckfire & Co.  While at
Miller Buckfire and its predecessor firms, Dresdner Kleinwort
Wasserstein and Wasserstein Perrella & Co., he led numerous high
profile restructuring projects on behalf of companies, investors
and creditors, as well as advised on M&A and capital raising
activities in distress and non-distress situations in the U.S. and
abroad.

"Restructuring will be a key component of Guggenheim's growing
investment banking and capital markets business and extends the
value proposition the firm offers its clients. We are excited to
build our practice with Ronen's leadership ? not only because of
his deep industry and transaction experience, but also because of
his track record of delivering ground-breaking solutions and
uncompromising results to his clients," said Alan Schwartz,
Executive Chairman of Guggenheim.  "We look forward to supporting
the restructuring team with our broad relationships and sector
expertise and we expect to attract a highly talented group of
bankers to help expand the business."

Mr. Bojmel has been credited for setting the strategy of several
marquee restructuring mandates including General Growth
Properties' multi-staged emergence from Chapter 11 and Charter
Communication's landmark credit facility reinstatement. Mr. Bojmel
has also advised companies and constituents such as LNR, CW
Capital, Neff Corp, Simmons Bedding, Standard Pacific, Grupo TMM
and Foamex Corp on their restructuring efforts.

"I have been waiting for the opportunity to build a world-class
restructuring team on a superior investment banking platform. I
look forward to working with Guggenheim's senior team and Alan
Schwartz, who serves as a role model for so many bankers on Wall
Street. Guggenheim Securities is a differentiated platform due to
the firm's entrepreneurial culture and commitment to excellence in
delivering innovative and intelligent solutions to its clients,"
said Mr. Bojmel.

Mr. Bojmel has been recognized four times in the past seven years
as the lead restructuring banker by the Turnaround Management
Association for mandates such as Grupo TMM for Mid-size Company
Transaction of the Year in 2005, Simmons Bedding Company for Large
Size Company Transaction of the Year in 2009, General Growth
Properties for Mega Size Company Transaction of the Year in 2010,
and Neff Corp for Mid-size Company Transaction of the Year in
2010. Prior to joining Wasserstein Perella & Co., Mr. Bojmel
served the Israeli military as a field officer as well as the
Government of Israel under the Consul General in New York. Mr.
Bojmel is on the Board of Circ MedTech, a medical device company
committed to preventing the spread of AIDS in Africa.

                   About Guggenheim Partners

Guggenheim Partners, LLC is a privately held global financial
services firm with more than $160 billion in assets under
management. The firm provides asset management, investment banking
and capital markets services, insurance, institutional finance and
investment advisory solutions to institutions, governments and
agencies, corporations, investment advisors, family offices and
individuals. Guggenheim Partners is headquartered in New York and
Chicago and serves clients around the world from more than 25
offices in nine countries. For more information about Guggenheim
Partners, visit http://WWW.GUGGENHEIMPARTNERS.COM/


* McGlinchey Stafford Taps H. Weinzetl for Fort Lauderdale Office
-----------------------------------------------------------------
McGlinchey Stafford PLLC disclosed that Heidi Weinzetl has joined
the firm's Fort Lauderdale, Florida office.  The addition of Ms.
Weinzetl marks the fourth attorney to join the Fort Lauderdale
office since its opening in June of last year.

Ms. Weinzetl is Of Counsel in the commercial litigation section of
the firm.  She represents clients in consumer financial services
litigation, including contested mortgage foreclosures, real estate
litigation, bankruptcy and creditors' rights, and has extensive
appellate experience. S he earned her Juris Doctor degree from the
University of St. Thomas School of Law (Minnesota) and her
Bachelor of Arts degree from the University of Minnesota Duluth.
Ms. Weinzetl is admitted to practice in Florida and Minnesota.

"McGlinchey Stafford is excited to continue to grow our presence
in Florida to respond to the needs of our clients," said Anthony
Rollo, head of the firm's commercial litigation group.  "Heidi is
an excellent fit for our team."

McGlinchey Stafford now has eleven attorneys based in Florida,
including seven in the firm's Jacksonville office, which opened in
August of 2010.

                      About McGlinchey Stafford

McGlinchey Stafford PLLC -- http://www.mcglinchey.com/--
is a full-service law firm providing innovative legal counsel to
business clients nationwide. Guiding clients wherever business and
law intersect, McGlinchey Stafford attorneys are based in ten
offices in Florida, Louisiana, Mississippi, New York, Ohio and
Texas.


* BOOK REVIEW: Learning Leadership
----------------------------------
Author: Abraham Zaleznik
Publisher: Beard Books
Hardcover: 548 pages
Listprice: $34.95
Review by Henry Berry

The lesson in Learning Leadership -- The Abuse of Power in
Organizations is to "use power so that substance leads process."
This is done, says the author, by keeping the "content of work at
the center of communication."

The premise of this intriguing book is that many managers,
executives, and other business leaders allow "forms of
communication [to become] the center of work."  As a result,
misguided and counterproductive leadership and management
practices have settled into many organizations.  A culprit is the
popular "how-to" leadership manuals that offer simple, superficial
principles that only skim the surface of leadership. Zaleznik
argues that the primary way to get work done is to put aside
personal agendas and deal directly with those who are involved in
the work.

With this emphasis on substance over process, the concept of
leadership lies not in techniques, but personal qualities.  The
essential personal qualities of leadership are captured by the
"three C's" of competence, character, and compassion.  The author
then delves more deeply into each of these C's.  We learn, for
example, that the three C's are not learned skills.  Competence
entails "building one's power base on talent."

Character and compassion are the two other qualities of a leader
that must be present before there is any talk about methods of
operation, lines of communication, definition of goals, structure
of a team, and the like.  There is more to character that the
common definition of the "quality of the person."  Character also
embraces, says the author, the "code of ethics that prevents the
corruption of power."  Compassion is defined as a "commitment to
use power for the benefit of others, where greed has no place."
This concept of a good leader is not idealized or unrealistic.  It
takes into account human nature and the troubling behavior of many
leaders.  Of course, any position of leadership brings with it
temptations and the potential to abuse power.  Effective leaders
are those who "take responsibility for [their] own neurotic
proclivities," says the author.  They do this out of a sense of
the true purpose of leadership, which is communal benefit.  The
power holder will "avoid the treacheries of an unreasonable sense
of guilt, while recognizing the omnipresence of unconscious
motivation."

Zaleznik's definition of the essentials of leadership comes from
his study of notable (and sometime notorious) leaders.  Some tales
are cautionary.  The Fashion Shoe Company illustrates the problems
that can occur when a leader allows action to overcome thought.
The Brandon Corporation illustrates the opposite leadership
failing -- allowing thought to inhibit action. Taken together, the
two examples suggest that balance is needed for good leadership.
Andrew Carnegie exemplifies the struggle between charisma and
guilt that affects some leaders.  Frederick Winslow Taylor is seen
by the author as an obsessed leader.  From his behavior in the
Sicilian campaign in World War II, General Patton is characterized
as a leader who violated the code binding leaders and those they
lead.

With his training in psychoanalysis and his experience in the
business field, Zaleznik's leadership dissections and discussions
are instructive.  The reader will find Learning Leadership -- The
Abuse of Power in Organizations to be an engaging text on the
human qualities and frailties of leaders.

Abraham Zaleznik is emeritus Konosuke Matsushita Professor of
Leadership at the Harvard Business School.  He is also a certified
psychoanalyst.



                            *********

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.

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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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