TCR_Public/120622.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 22, 2012, Vol. 16, No. 172

                            Headlines

1775 EAST: Case Summary & 7 Largest Unsecured Creditors
49 WOODMAN: Case Summary & 4 Largest Unsecured Creditors
66 NEEDHAM: Voluntary Chapter 11 Case Summary
ACCENTIA BIOPHARMA: Has $1.5MM Financing Agreement with Pabeti
ACOSTA INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable

AIDA'S PARADISE: Court OKs Roy Law Firm as Special Counsel
ALLIED SYSTEMS: GM, Teamsters, PBGC on Creditors' Committee
AMERICAN NATURAL: Plans to Raise $420,000 from Securities Sale
APPLIED MINERALS: Appoints EisnerAmper LLP as New Auditor
ATI ACQUISITION: S&P Lowers Corporate Credit Rating to 'D'

AUTOTRADER.COM INC: S&P Affirms 'BB+' CCR After IPO Filing
BERNARD L. MADOFF: Customers' Latest Attempt to Sue Picower Fails
BERNARD L. MADOFF: Judge Bars Client in Securities Class Action
BLUEGREEN CORP: Shareholders Approve Merger with BFC Financial
BONDS.COM GROUP: Eugene Lockhart Discloses 6.7% Equity Stake

BONDS.COM GROUP: Patricia Kemp Discloses 6.7% Equity Stake
BOSTON BIOMEDICAL: S&P Cuts Rating on Series 1999 Bonds to 'B'
BRASA HOLDINGS: S&P Assigns 'B' Corp Credit Rating; Outlook Stable
BUILDERS FIRSTSOURCE: Warburg Stake Slightly Up to 25.7%
CANYON PORT: Files for Chapter 11 Bankruptcy Protection

CENTRAL FEDERAL: Restructures $22.5-Mil. Common Shares Offering
CHOICE HOTELS: S&P Cuts CCR to 'BB+' on Dividend Recapitalization
CITY NATIONAL: Preston Pinkett Discloses 11.3% Equity Stake
CIRCLE STAR: Extends Wevco Agreement Closing Date to Sept. 28
CLEARWIRE CORP: Withdraws Plan to Surrender 77MM Class B Shares

COMMUNITY HEALTH: Moody's Affirms 'B1' CFR/PDR; Outlook Stable
COMPETITIVE TECHNOLOGIES: To Issue 420,000 Shares to Officers
CONSOLIDATED CONTAINER: Moody's Confirms B2 CFR, Rates New Debt
CONTRACT RESEARCH: Sale to Freeport-Led Group Completed
DAVIS-RODWELL: Files for Chapter 11 Bankruptcy Protection

DDR CORP: Fitch Rates $300-Mil. Senior Unsecured Notes at 'BB+'
DENNY'S CORP: Adopts Pre-Arranged Stock Trading Plan
DEWEY & LEBOEUF: Plans to Terminate 25 Office Leases Worldwide
DEWEY & LEBOEUF: In Settlement Talks With Former Partners
DIALOGIC INC: Ming Him Chan Resigns from Board of Directors

DIALOGIC INC: Has Tender Offer for Insiders
DIAMOND BEACH: Plan Confirmation Hearing Scheduled for July 2
DYNEGY HOLDINGS: Opposes Payment of Property Taxes to Newburgh
FIRST REGIONAL BANCORP: Files for Bankruptcy in Los Angeles
FIRST REGIONAL BANCORP: Case Summary & 8 Largest Unsec. Creditors

FUEL DOCTOR: Signs Agency Agreement with Boko Consulting
GUIDED THERAPEUTICS: To Launch LuViva Cervical Scan in Canada
H&M OIL: Proofs of Claim Due Sept. 4, 2012
H&M OIL: Has Interim Access to Prospect Capital Cash Collateral
HAMPTON ROADS: K. Gowen Joins as Commercial Relationship Manager

HAWKER BEECHCRAFT: Committee Taps Crowe & Dunlevy Aviation Counsel
HIGH PLAINS: To Issue 5 Million Common Shares as Compensation
HOPKINS COUNTY: Moody's Lowers LongTerm Bond Rating to 'Ba2'
HORNE INTERNATIONAL: To Issue 300,000 Common Shares to Lion
HOSPITAL AUTHORITY OF CHARLTON: Files Schedules of Assets & Debts

HOUGHTON MIFFLIN: Lenders Adjust LIBO Rate to 1.25%
HOUGHTON MIFFLIN: Wants to Hire Blackstone as Financial Advisor
HUDSON PRODUCTS: S&P Affirms 'B-' Corporate Credit Rating
INT'L ENVIRONMENTAL: Files Schedules of Assets and Liabilities
JEDD LLC: Tenn. Real Estate Firm Files for Chapter 11

LAURENTIAN ENERGY: Moody's Assigns 'Ba2' Rating to $48.5MM Bonds
LDK SOLAR: To Report First Quarter 2012 Results on June 26
LIFECARE HOLDINGS: Stuart Archer Named Chief Operating Officer
LIGHTSQUARED INC: U.S. Trustee Unable to Appoint Committee
LIQUIDMETAL TECHNOLOGIES: B. Visser Owns 25.6% of Class A Shares

MADISON 92ND: Court Approves Neiger LLP as General Counsel
MONEY TREE: Chapter 11 Trustee Hires Christian & Small as Counsel
MONEY TREE: Chapter 11 Trustee Seeks to Hire Hays as Accountant
MONEY TREE: Chapter 11 Trustee Wants to Hire Broker to Sell Plane
MONTPELIER RE: Fitch Retains 'BB+' Rating on $150-Mil. Securities

MORTGAGES LTD: Greenberg, Quarles to Pay Investors $88 Million
MOUNTAIN PROVINCE: Gets Conditional Approval for Kennady Listing
MUNICIPAL MORTGAGE: C. Baum and M. Joseph Elected to Board
NAVISTAR INTERNATIONAL: Board Adopts Stockholder Rights Plan
NEOMEDIA TECHNOLOGIES: Sells $450,000 Debenture to YA Global

NORTH AMERICAN ENERGY: Moody's Confirms 'B3' CFR; Outlook Negative
OTERO COUNTY: Plan Confirmation Hearing Scheduled Aug. 3
OTERO COUNTY: Jefferies & Co. Approved to Arrange Exit Financing
OVERLAND STORAGE: Six Directors Elected at Annual Meeting
PALISADES MEDICAL: Moody's Affirms Ba2 Bond Rating; Outlook Pos.

PEMCO WORLD: Creditors File Formal Sun Capital Settlement
POLI-GOLD LLC: Settles With Creditors, Seeks Case Dismissal
PROMETRIC INC: S&P Withdraws 'BB+' Corp. Credit Rating at Request
QUAMTEL INC: Leo Hinkley Named to Board of Directors
QUANTUM FUEL: To Issue 3.1MM Common Shares Under Incentive Plan

RESIDENTIAL CAPITAL: Fortress, Berkshire Named Lead Bidders
RESIDENTIAL CAPITAL: Debtors, Creditors Spar Over Sale
RESIDENTIAL CAPITAL: Examiner to Probe Ally Transactions
RESIDENTIAL CAPITAL: Seeks Approval of $8.7-Bil. RMBS Trust Deal
RESIDENTIAL CAPITAL: Proposes to Assume Plan Support Agreements

ROSETTA GENOMICS: Secures Medicare Reimbursement for miRview
RT MIDWEST: Ruby Tuesday's Franchisee Files in Minneapolis
RUSSEL METALS: S&P Affirms 'BB+' CCR; Then Withdraws Rating
SAAB CARS: Whicomb Motors Resigns from Creditors Committee
SAINT CATHERINE: Indiana Hospital Files for Chapter 11

SAINT CATHERINE: Case Summary & 20 Largest Unsecured Creditors
SAPPHIRE VP: Plan Confirmation Hearing Scheduled for July 2
SAPPHIRE VP: Johnston Tobey Approved to Handle Winstead Litigation
SAPPHIRE VP: Richard Daly, et al., Approved for ZCA Litigation
SAPPHIRE VP: Hearing on Further Cash Use on July 2

SHERIDAN GROUP: Maturity of BOA Credit Facility Moved to 2013
SINCLAIR BROADCAST: Eight Directors Elected at Annual Meeting
SKINNY NUTRITIONAL: Board Approves Bylaws Amendment
SP NEWSPRINT: DIP Financing Extended to Sept. 17
STEREOTAXIS INC: Files Form S-1; Registers 74.7MM Common Shares

STRAFFORD COUNTY: Moody's Affirms 'Ba2' G.O. Bond Rating
STOCKTON, CA: Lays Out Cuts in Bankruptcy
SWADENER INVESTMENT: Chapter 11 Bankruptcy Case Closed
TOUSA INC: Has Continued Access to Cash Collateral Until Oct. 31
U.S. RENAL: S&P Affirms 'B' Corporate Credit Rating

US FIDELIS: Co-Owner Pleads Guilty Again in $70-Million Fraud
VADIUM TECHNOLOGY: Files Schedules of Assets and Liabilities
VITRO SAB: Judge Refuses to Limit Ruling on Bankruptcy Plan
VS FOX RIDGE: Files for Chapter 11 in Salt Lake City
W.R. GRACE: Garlock Sealing Seeks Judicial Notice

W.R. GRACE: Files Report for 1st Quarter Claim Settlements
W.R. GRACE: Thomas Vanderslice Resigns as Board Member
WAVE2WAVE COMMS: Jeffrey C. Mason OK'd as Litigation Counsel
WAVE2WAVE COMMS: Plan Disclosure Hearing Scheduled for July 12
WESTERN POZZOLAN: Files Schedules of Assets and Liabilities

WILLARD RENTAL: Case Summary & 20 Largest Unsecured Creditors
WOOTEN GROUP: Case Summary & 4 Largest Unsecured Creditors
WYLDFIRE ENERGY: Files for Chapter 11 in Wichita Falls
ZOGENIX INC: Grants Mallinckrodt Right to Sell Sumavel DosePro

* Sexual Harassment Nondischargeable Automatically
* Cash Collateral Order Disappears on Dismissal of Case

* Moody's Says Durbin Amendment Pressures U.S. Banks

* Davidoff to Head Greenberg Glusker's Bankruptcy Practice
* Weil Gotshal's Larson to Lead Forshey Prostok's Dallas Office

* BOOK REVIEW: Legal Aspects of Health Care Reimbursement

                            *********

1775 EAST: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 1775 East 17th St., LLC
        450 Westminster Road
        Brooklyn, NY 11218

Bankruptcy Case No.: 12-44498

Chapter 11 Petition Date: June 19, 2012

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Edward E. Neiger, Esq.
                  NEIGER LLP
                  151 West 46th Street
                  4th Floor
                  New York, NY 10036
                  Tel: (212) 267-7342
                  Fax: (212) 918-3427
                  E-mail: eneiger@neigerllp.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb12-44498.pdf

The petition was signed by Martin Daskal, member.


49 WOODMAN: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 49 Woodman Partnership
        5449 Woodman Avenue
        Sherman Oaks, CA 91401

Bankruptcy Case No.: 12-15620

Chapter 11 Petition Date: June 19, 2012

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Rachel S. Ruttenberg, Esq.
                  LAW OFFICES OF MARK E GOODFRIEND
                  16255 Ventura Blvd., Suite 205
                  Encino, CA 91436
                  Tel: (818) 783-8866
                  Fax: (818) 783-5445
                  E-mail: rruttenberg@gmail.com

Scheduled Assets: $650,000

Scheduled Liabilities: $1,174,619

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-15620.pdf

The petition was signed by Nily Schraiber, general partner.


66 NEEDHAM: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 66 Needham Street Limited Partnership
        70 Fremont Street
        Needham, MA 02494

Bankruptcy Case No.: 12-15222

Chapter 11 Petition Date: June 19, 2012

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

Judge: Joan N. Feeney

Debtor's Counsel: Gregory M. Sullivan, Esq.
                  LAW OFFICE OF GREGORY M. SULLIVAN
                  126 Essex St.
                  Malden, MA 02148
                  Tel: (781) 322-0090
                  E-mail: gsullivanlaw@aol.com

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

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

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

The petition was signed by Paul L. Sullivan, Jr., general partner.


ACCENTIA BIOPHARMA: Has $1.5MM Financing Agreement with Pabeti
--------------------------------------------------------------
Accentia Biopharmaceuticals, Inc., entered into a convertible debt
financing transaction with Pabeti, Inc., providing for aggregate
loans to the Company in the maximum amount of $1,500,000.  In
connection with the financing transaction, on June 1, 2012, the
Company executed a secured promissory note, payable to Pabeti, in
the maximum principal amount of $1,500,000.  Under the Note,
Pabeti agreed to advance $300,000 to the Company on June 4, 2012,
and agreed to advance an additional $200,000 to the Company on
each of June 18, July 2, July 16, July 30, August 13, and Aug. 27,
2012.  The other material terms and conditions of the transaction
are:
   
   * The Note will mature on June 1, 2015, at which time all
     indebtedness under the Note will be due and payable;

   * Interest on the outstanding principal amount of the Note
     accrues and will be payable at a fixed rate of 10% per annum;

   * The Company's first interest payment is due on June 30, 2013,
     and subsequently at the end of each quarter in arrears, and
     interest payments may be paid in cash or, at the election of
     the Company, may be paid in shares of the Company's common
     stock based on the volume-weighted average trading price of
     the Company's common stock during the last ten trading days
     of the quarterly interest period;

   * At Pabeti's option, at any time prior to the earlier to occur
     of (a) the date of the prepayment of the Note in full or (b)
     the maturity date of the Note, Pabeti may convert all or a
     portion of the outstanding balance of the Note into shares of
     the Company's common stock at a conversion rate equal to
     $0.25 per share;

   * Subject to certain exceptions, if the Company wishes to
     complete a follow-on equity linked financing during the 12
     month period following the date of the Note at a price per
     share that is less than the conversion price under the date
     of the Note, then the Company must offer Pabeti a right to
     participate in such equity linked financing; and

   * The Company may not prepay the Note without Pabeti's prior
     written consent.

To secure payment of the Note, the Company and Pabeti entered into
a Security Agreement.  Under the Security Agreement, all
obligations under the Note are secured by a first security
interest in (a) 3,061,224 shares of the common stock of Biovest
International, Inc., owned by the Company, and (b) certain
contingent earn-out payments that may be payable to the Company by
LA-SER Alpha Group Sarl in connection with the Company's prior
sale of its Analytica business unit.

As part of the financing transaction, the Company issued to Pabeti
a Common Stock Purchase Warrant to purchase 3,000,000 shares of
the Company's common stock for an exercise price of $0.28 per
share.

Pabeti is an affiliate of Corps Real, LLC, and Ronald E. Osman.
Corps Real is a current stockholder of the Company which as of
May 31, 2012, beneficially owned approximately 9.99% of the
Company's common stock, and Corps Real also beneficially owned
approximately 7.16% of the common stock of Biovest as of May 31,
2012.  Mr. Osman, who is a director of Biovest, is the managing
member of Corps Real and the President and an owner of Pabeti.

           Amendment to Convertible Promissory Note

On June 6, 2012, the Company and Dennis Ryll entered into an
Amendment No. 1 to the Plan Convertible Promissory Note in the
original principal amount of $4,483,284, dated Nov. 17, 2010,
payable by the Company to Mr. Ryll.  The Ryll Note, which has an
outstanding balance of $0.560 million as of May 31, 2012, was
originally due on Aug. 17, 2012.  The Note Amendment now extends
the maturity date through Feb. 17, 2013, and the optional and
automatic conversion provisions of the Ryll Note are being
suspended until Feb. 17, 2013, under the terms of the Note
Amendment.

                 About Accentia Biopharmaceuticals

Headquartered in Tampa, Florida, Accentia Biopharmaceuticals, Inc.
(PINK: "ABPI") -- http://www.Accentia.net/-- is a biotechnology
company that is developing Revimmune as a system of care for the
treatment of autoimmune diseases.  Through subsidiary, Biovest
International, Inc., it is developing BiovaxID as a therapeutic
cancer vaccine for treatment of follicular non-Hodgkin?s lymphoma
(FL) and mantle cell lymphoma (MCL).  Through subsidiary,
Analytica International, Inc., it conducts a health economics
research and consulting business, which it market to the
pharmaceutical and biotechnology industries, using its operating
cash flow to support its corporate administration and product
development activities.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 08-17795) on
Nov. 10, 2008.  Accentia emerged from bankruptcy on Nov. 17, 2012,
after receiving confirmation of a reorganization plan on Nov. 2,
2010.

The Company's balance sheet at March 31, 2012, showed
$4.63 million in total assets, $88.97 million in total
liabilities, and a $84.34 million total stockholders' deficit.

Cash and cash equivalents at March 31, 2012, was $1.9 million.
The Company intends to meet its cash requirements through the use
of cash on hand, strategic transactions such as collaborations and
licensing, short-term borrowings, and debt and equity financings.
The Company's independent registered public accounting firm's
report included a "going concern" qualification on the financial
statements for the year ended Sept. 30, 2011, citing significant
losses and working capital deficits at that date, which raised
substantial doubt about the Company's ability to continue as a
going concern.


ACOSTA INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Acosta
Inc., including its 'B+' corporate credit rating. The outlook is
stable.

"We also assigned the company's proposed $300 million tranche C
senior secured term loan a 'B+' debt issue rating with a recovery
rating of '3'. The '3' recovery rating indicates our expectation
of meaningful (50%-70%) recovery of principal in the event of a
payment default," S&P said.

"The senior secured credit facility also consists of a $985
million term loan B and a $90 million revolving credit facility.
We affirmed our 'B+' issue rating on that debt and the '3'
recovery rating remains unchanged," S&P said.

"The ratings reflect Acosta's 'satisfactory' business risk
profile, combined with a 'highly leveraged' financial risk
profile. We view Acosta's business risk profile as satisfactory
due to favorable industry dynamics and our belief that it will
grow sales and profits as consumer packaged-good (CPG) producers
will increase outsourcing of sales and marketing functions," S&P
said.

"Although the Mosaic acquisition will be debt funded, we expect
pro forma credit protection measures to remain in line with the
indicative ratios for the 'B+' rating," said Standard & Poor's
credit analyst Ana Lai, "with pro forma total debt/EBITDA of 6.4x
for the 12 months ended April 2012."

"We believe the Mosaic acquisition is largely complementary to
Acosta's product offerings and enhances its capabilities with
services such as experiential marketing and digital services,"
added Ms. Lai. "This provides a good platform for sales growth as
Acosta can offer its clients an expanded set of marketing
solutions. However, Mosaic's profit margins are somewhat lower
than those of Acosta given the higher labor costs, but overall
profitability remains solid, with operating margin remaining about
20%," S&P said.

"The stable ratings outlook reflects our belief that the company's
financial risk profile will remain highly leveraged with limited
improvement over the intermediate term, limiting a possible
upgrade. However, we may consider an upgrade if leverage falls
below 5x on a sustained basis. This could occur if sales grow 15%
while selling, general, and administrative (SG&A) expense growth
is slow, at 2% to 3%," S&P said.

"Conversely, although we currently anticipate steady improvements
in operating performance, any declines in profitability leading to
leverage exceeding 7x could trigger a negative reassessment of the
rating. This could occur if sales growth slows to 5%, while SG&A
grows at about the same pace. A more aggressive financial policy
could also trigger a downgrade, including a dividend
recapitalization that could cause debt leverage to exceed 7x," S&P
said.


AIDA'S PARADISE: Court OKs Roy Law Firm as Special Counsel
----------------------------------------------------------
Aida's Paradise LLC sought and obtained permission from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
William Glenn Roy, III, and The Roy Law Firm, PL, as special
counsel, nunc pro tunc to April 16, 2012.

The Debtor seeks authority to employ RLF as special counsel with
respect to collection efforts due under a lease with S.I.
Restaurant, Inc., and associated guarantor.  RLF had been
representing the Debtor since on or about Nov. 16, 2010, with
respect to this collection effort.  The Debtor did not pay RLF an
advance fee.  For the 12 months prior to the commencement the
instant case, RLF was paid approximately $23,000, on a current
basis, for work previously performed for the Debtor.

The terms of employment that are the subject of a contingent fee
agreement between the Debtor and RLF, subject to the approval of
the Court, are that services of RLF will be paid up to 35% of the
total gross recovery from any judgment entered.  If no recovery is
made, the Debtor will not be obligated to pay fees to RLF.

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel. The petition
was signed by Dr. Adil R. Elias, manager.

In its schedules, the Debtor disclosed $15.0 million in total
assets and $9.32 million in total liabilities.


ALLIED SYSTEMS: GM, Teamsters, PBGC on Creditors' Committee
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allied Systems Holdings Inc. has an official
creditors' committee with four members.  The committee is composed
of General Motors LLC, the Pension Benefit Guaranty Corp., the
Teamsters union and a Teamsters pension fund.

                        About Allied Systems

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

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

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

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

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

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

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


AMERICAN NATURAL: Plans to Raise $420,000 from Securities Sale
--------------------------------------------------------------
American Natural Energy Corporation intends to seek to raise
additional capital, subject to TSX Venture Exchange approval.  The
terms of that transaction will involve the sale of up to 7 million
shares of ANEC's Common Stock at a price of US$0.06 per share for
total proceeds of up to US$420,000.  If completed, such a
transaction will result in dilution to the present holders of
ANEC's Common Stock.

The offer and sale of those securities by ANEC to the subscribers
has not been and will not be registered under the U.S. Securities
Act of 1933, as amended, and those securities may not be offered
or sold in the United States absent registration under the Act or
an available exemption from the registration requirements.  Such
offer and sale of its securities is intended to be made pursuant
to the exemption from the registration requirements of the U.S.
Securities Act afforded by Regulation D and in reliance upon
Regulation S under that Act and will result in the issuance of
"restricted securities" as defined in Rule 144 under the Act.
There can be no assurance that ANEC will be successful in raising
the additional capital through the sale of its Common Stock.

                      About American Natural

American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.

The Company reported a net loss of $905,792 in 2011, compared with
a net loss of $2.06 million in 2010.

The Company's balance sheet at March 31, 2012, showed $17.15
million in total assets, $10.47 million in total liabilities and
$6.67 million total stockholders' equity.

In its audit report accompanying the 2011 financial statements,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company incurred a net loss in
2011 and has a working capital deficiency and an accumulated
deficit at Dec. 31, 2011.


APPLIED MINERALS: Appoints EisnerAmper LLP as New Auditor
---------------------------------------------------------
Applied Minerals, Inc., appointed EisnerAmper LLP to serve as its
independent registered public accounting firm, replacing PMB Helin
Donovan, LLP.

EisnerAmper is a full-service accounting and advisory firm that is
PCAOB-registered and provides services to over 150 public
companies and approximately 1,800 private companies.  EisnerAmper
was the 13th largest accounting firm in the United States in 2011
according to the annual AccountingToday study.  The Company
believes that the engagement of EisnerAmper will help position it
for continued growth and success given the accounting firm's
substantial size and resources, significant expertise in the
mining industry, and strong presence in New York City, where the
Company's headquarters are located.

The decision to change auditors was not the result of any
disagreement between the Company and PMB Helin Donovan, LLP, on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.  John Levy,
Chairman of the Board of Directors of Applied Minerals, said:
"Speaking for the board and management, I want to thank PMB Helin
Donovan, LLP for their excellent and very professional service
since 2008.  It has been a pleasure and privilege to work with
them."

                       About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

The Company reported a net loss attributable to the Company of
$7.48 million in 2011, a net loss attributable to the Company of
$4.76 million in 2010, and a net loss attributable to the Company
of $6.76 million in 2009.

The Company's balance sheet at March 31, 2012, showed $10.68
million in total assets, $5.24 million in total liabiilties and
$5.44 million in total stockholders' equity.

The Company has incurred material recurring losses from
operations.  At March 31, 2012, the Company had a total
accumulated deficit of approximately $43,084,500.  For the three
months ended March 31, 2012, and 2011, the Company sustained net
losses from exploration stage before discontinued operations of
approximately $4,056,700 and $1,695,100, respectively.  The
Company said that these factors indicate that it may be unable to
continue as a going concern for a reasonable period of time.  The
Company's continuation as a going concern is contingent upon its
ability to generate revenue and cash flow to meet its obligations
on a timely basis and management's ability to raise financing or
dispose of certain non-core assets as required.  If successful,
this will mitigate the factors that raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

At Dec. 31, 2011, and 2010, the Company had accumulated deficits
of $39,183,632 and $31,543,411, respectively, in addition to
limited cash and unprofitable operations.  For the year ended
Dec. 31, 2011, and 2010, the Company sustained net losses before
discontinued operations of $7,476,864 and $4,891,525,
respectively.  As of March 15, 2012, the Company has not
commercialized the Dragon Mine and has had to rely on cash flow
generated from the sale of stock and convertible debt to fund its
operations.  If the Company is unable to fund its operations
through the commercialization of the Dragon Mine, the sale of
equity or debt or a combination of both, it may have to file
bankruptcy.


ATI ACQUISITION: S&P Lowers Corporate Credit Rating to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on North Richmond Hills, Texas-based ATI Acquisition Co. to
'D' from 'CCC-'.

"We also lowered our issue-level ratings on the company's senior
secured credit facilities and subordinated debt to 'D' (the same
as the corporate credit rating) from 'CC'. Our recovery rating on
the company's senior secured credit facilities and subordinated
debt remains at '6', indicating our expectation of negligible (0
to 10%) recovery for lenders in the event of a payment default,"
S&P said.

"The downgrade reflects confidential information that ATI has made
available to Standard & Poor's regarding its debt obligations. ATI
is a for-profit postsecondary education company focused on
vocational programs, operating 23 career training centers and
schools. ATI indirectly derives just under 90% of its revenues
from federal-government-sponsored financial aid and grants
received by its students. The campuses are geographically
concentrated in Texas and Florida, representing a vulnerability to
their regional economies," S&P said.

"ATI's credit quality has deteriorated significantly over the past
year, primarily because of earnings erosion stemming from weak
enrollment trends. As of Sept. 30, 2011, debt to EBITDA was 8.8x
compared with 4.7x in the prior year. At the same time, EBITDA
coverage of interest weakened to 1.0x from 2.4x. We see the risk
of further deterioration in credit measures over the next year
because of continued enrollment declines. We will update our
analysis as new information becomes available," S&P said.


AUTOTRADER.COM INC: S&P Affirms 'BB+' CCR After IPO Filing
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' rating on
Atlanta-based AutoTrader.com Inc. The rating outlook remains
negative.

"The affirmation and negative outlook reflect our expectation of
likely continued narrow covenant headroom relative to the rating
over the remainder of 2012, following the $400 million debt-
financed dividend in April 2012 and not factoring in any debt
repayment from the proceeds of a potential IPO," said Standard &
Poor's credit analyst Daniel Haines.

"AutoTrader.com's leading market share, strong brand, and high
conversion of EBITDA into discretionary cash flow support our view
that the company's business risk profile is 'fair,'. We assess
AutoTrader.com's financial profile as 'aggressive' because of its
acquisitive growth strategy in the highly competitive online auto
advertising industry, which has low barriers to entry," S&P said.

"We continue to factor into the rating implied support from Cox
Enterprises Inc., which maintains operating control. We would rate
AutoTrader.com in the 'BB' category on a stand-alone basis. While
we do not view the AutoTrader.com debt as a Cox obligation, given
the significant value of its ownership position, we believe Cox
has incentives to provide some degree of credit support to
AutoTrader.com," S&P said.


BERNARD L. MADOFF: Customers' Latest Attempt to Sue Picower Fails
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge slammed the door on the latest
effort by customers of Bernard L. Madoff Investment Securities
Inc. to take a chunk of the $7.2 billion settlement the Madoff
trustee won from the estate of the late Jeffrey M. Picower.

The report recounts that the court order approving last year's
settlement barred customers from suing Mr. Picower.  Later, the
bankruptcy judge halted class-action suits by customers against
Mr. Picower, who was allegedly in cahoots with Bernard Madoff.  In
March a federal district judge upheld the injunction barring
customers from attempting to make their own separate recoveries
against Mr. Picower's estate.

According to the report, in December, customers who had submitted
customer claims in the Madoff liquidation filed papers telling
U.S. Bankruptcy Judge Burton R. Lifland that they should be
permitted to sue Picower's estate under Section 20(a) of the
Securities Exchange Act of 1934.  The customers argued they had a
right to sue because the Madoff trustee is precluded from suing
under Section 20(a).  In that section, liability can be asserted
against the control person of a company that commits securities
fraud. Because the trustee can't sue, they can, so the theory
goes.

Judge Lifland, Mr. Rochelle relates, rejected the theory in an
11-page opinion June 20.  He said that the March decision from the
district judge barring individual customer suits is "directly on
point."  Judge Lifland attached a 17-page appendix to his opinion
showing how the customers' complaint "repeated, repackaged, and
relabeled" the trustee's claims. He further said that the
customers' complaint was "nearly identical" to the trustee's.  In
the March decision, U.S. District Judge John G. Koeltl ruled that
Judge Lifland was "plainly correct" when he halted lawsuits by
customers against Mr. Picower.  Because the customers' lawsuits
were "virtually identical" to the Madoff trustee's complaint
against Mr. Picower, Judge Koeltl said the customers' suit
violated the so-called automatic stay in bankruptcy because they
were bringing claims "that belonged to the trustee on behalf of
all" Madoff creditors.

The report discloses that Judge Koeltl said the customers had no
right to a lawsuit on their own because every Madoff customer was
harmed "in the same way."  Judge Lifland reached the same
conclusions in his opinion June 20.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Judge Bars Client in Securities Class Action
---------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Burton R. Lifland ruled Wednesday that plaintiffs are barred
from filing a securities class action against a former Bernard L.
Madoff Investment Securities LLC client's estate and others who'd
already reached a $7.2 billion settlement with a trustee.

                      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.


BLUEGREEN CORP: Shareholders Approve Merger with BFC Financial
--------------------------------------------------------------
BFC Financial Corporation and Bluegreen Corporation announced that
shareholders of both companies approved the proposed merger
between the two companies in separate special shareholder
meetings.

At the special meeting of Bluegreen's shareholders, holders of
73.05% of Bluegreen's common stock outstanding as of the record
date established for the meeting voted to approve the merger
agreement.  At the special meeting of BFC's shareholders, holders
of shares representing approximately 78.4% of the total voting
power of BFC's Class A Common Stock and Class B common stock
outstanding as of the record date established for the meeting
voted in favor of the merger.

BFC's shareholders also approved an amendment of BFC's Articles of
Incorporation relating to a reverse split of BFC's Class A common
stock and Class B common stock and a reduction in the authorized
number of shares of such stock.  BFC currently expects to effect a
one-for-eight reverse stock split in connection with the listing
of its Class A common stock on a national securities exchange, as
required by the terms of the merger agreement.

It is currently anticipated that the merger will be consummated
promptly after all conditions to closing under the merger
agreement are satisfied or, to the extent permitted under
applicable law or the merger agreement, waived.

                        About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

The Company reported a net loss of $17.25 million in 2011,
compared with a net loss of $43.96 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.06
billion in total assets, $757.74 million in total liabilities and
$309.80 million in total stockholders' equity.

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.


BONDS.COM GROUP: Eugene Lockhart Discloses 6.7% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Eugene Lockhart disclosed that, as of May 30,
2012, he beneficially owns 7,557,767 shares of common stock of
Bonds.com Group, Inc., representing 6.75% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/2Fdfu5

                       About Bonds.com Group

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

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

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

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

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


BONDS.COM GROUP: Patricia Kemp Discloses 6.7% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Patricia Kemp disclosed that, as of May 30,
2012, she beneficially owns 7,591,101 shares of common stock of
Bonds.com Group, Inc., representing 6.78% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/5uLGd5

                       About Bonds.com Group

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

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

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

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

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


BOSTON BIOMEDICAL: S&P Cuts Rating on Series 1999 Bonds to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating to 'B' from 'BB+' on Boston Biomedical Research Institute's
(BBRI) series 1999 bonds, issued by Massachusetts Development
Finance Agency.

"We lowered the rating based on our understanding that BBRI will
generate a large operating deficit in fiscal year 2012, despite
steadily reducing operating deficits through fiscal 2011," said
Standard & Poor's credit analyst Nick Waugh. "The 2012 deficit is
due to significantly lower-than-budgeted levels of grants and
contracts, which represent approximately 85% of BBRI's annual
revenues, and management expects continued pressure on grants in
fiscal 2013," said Mr. Waugh.

"The institute has cut expenses over several years and has limited
additional capacity for reductions, according to management. To
support fiscal 2012 operations so far this year, management has
taken an extraordinarily high endowment draw equal to
approximately 17% of the beginning year market value. Management
anticipates drawing a similar amount in fiscal 2013. BBRI also
expects to violate the debt service coverage covenant again in
fiscal 2012; BBRI violated the covenant in fiscals 2010 and 2009,"
S&P said.

The downgrade also reflects Standard & Poor's assessment of BBRI's
reduced cash and investments in fiscal 2012 and the high debt
burden of approximately 9% of operating expenses.

"The one-year outlook is stable. While Standard & Poor's expects
BBRI to continue experiencing operating volatility next year, the
ratings service expects the institute to maintain adequate liquid
cash and investments relative to outstanding debt and stem the
depletion of investments from endowment draws," S&P said.

"Standard & Poor's could consider a lower rating during the one-
year outlook period if BBRI experiences deteriorating operating
performance, or a significant reduction in cash and investments
relative to outstanding debt. Standard & Poor's does not expect to
raise the rating during the outlook period due to the current weak
operating performance and the uncertain federal funding
environment," S&P said.


BRASA HOLDINGS: S&P Assigns 'B' Corp Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Rating Services assigned Brasa Holdings Inc. its
'B' corporate credit rating. Brasa is the direct parent of Fogo de
Chao Churrascaria Holdings LLC. The outlook is stable.

"At the same time, we assigned Brasa's $205 million first-lien
credit facility our 'B+' issue-level rating with a '2' recovery
rating. The facility consists of a $25 million revolver and a $180
million first-lien term loan. The '2' recovery rating indicates
our expectation for substantial (70%-90%) recovery of principal in
the event of a payment default," S&P said.

"Concurrently, we assigned the company's proposed $70 million
second-lien term loan our 'B-' issue-level rating with a '5'
recovery rating. The '5' recovery rating indicates our expectation
for modest (10%-30%) recovery of principal in the event of a
payment default," S&P said.

"At the same time, we affirmed all existing ratings on Fogo de
Chao Churrascaria Holdings LLC, including its 'B' corporate credit
rating. The outlook is stable. Following closure of the
transaction, we expect to withdraw all existing ratings on Fogo de
Chao," S&P said.

"The proposed LBO of Brasa by Thomas H. Lee Partners results in
our reassessment of the company's financial risk profile to
'highly leveraged' from 'aggressive.' The additional debt leads to
moderate deterioration of Brasa's credit measures, with pro forma
total debt to EBITDA increasing to about 5.8x at April 30, 2012,
from about 4.7x, and EBITDA coverage of interest weakening to
about 2.1x from nearly 3.0x before the transaction. These measures
are characteristic of a highly leveraged financial risk profile,"
S&P said.

"We anticipate that these measures will improve over the near term
because of modest profitability gains, with total debt to EBITDA
trending toward the mid-5x area by the end of 2012," said Standard
& Poor's credit analyst Mariola Borysiak. "Over the medium term,
we anticipate further modest debt reduction from the excess cash
flow sweep as mandated by the proposed credit agreement."

"The stable outlook reflects our expectation for relatively stable
performance and modest improvement of credit metrics over the next
12 months," S&P said.

"We could lower the ratings if the challenging economic
environment and inflationary pressures hurt Brasa's sales growth
and EBITDA margin, leading to total debt to EBITDA increasing
above 6.2x. In this scenario, gross margin declines by about 100
basis points from current levels and same-store sales at the U.S.
restaurants decrease by about 3%, leading to about 8% EBITDA
deterioration," S&P said.

"Although unlikely in the near term, we could raise the ratings if
Brasa, while demonstrating a commitment to leverage reduction, is
successful in enhancing profitability and bolstering sales growth.
This would result in leverage approaching the mid-4x area. This
could occur if, for example, the company's EBITDA increases by
about 19% and, at the same time, the company reduces its debt by
about 5% from April 30, 2012 levels," S&P said.


BUILDERS FIRSTSOURCE: Warburg Stake Slightly Up to 25.7%
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Warburg Pincus Private Equity IX, L.P., and
its affiliates disclosed that, as of June 19, 2012, they
beneficially own 24,863,266 shares of common stock of Builders
Firstsource, Inc., representing 25.7% of the shares outstanding.

Warburg Pincus previously reported beneficial ownership of
24,613,907 common shares or a 25.5% equity stake as of March 26,
2012.

On May 7, 2012 through June 19, 2012, WP IX acquired an aggregate
of 249,359 shares of common stock for aggregate consideration of
approximately $955,368.

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

                        http://is.gd/hf48B1

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders Firstsource reported a net loss of $64.99 million in
2011, a net loss of $95.51 million in 2010, and a net loss of
$61.85 million in 2009.

The Company's balance sheet at March 31, 2012, showed
$495.31 million in total assets, $412.87 million in total
liabilities, and $82.44 million in total stockholders' equity.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services revised its
outlook on Builders FirstSource Inc. to positive from negative.
S&P also affirmed its 'CCC' corporate credit rating on the
company.

"The outlook revision reflects our assessment that Builders
FirstSource's operating conditions are improving such that we now
expect the building products manufacturer and distributor to post
positive annual EBITDA for the first time since 2007, albeit at
very low levels," said Standard & Poor's credit analyst James
Fielding. "In our view, improved profitability will better
position the company to refinance some of its expensive floating
rate debt and possibly close its interest coverage shortfall over
the next 12 months."


CANYON PORT: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Canyon Port Holdings, fka as Canyon Supply and Logistics, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
12-20314) on June 10, 2012,.

U.S. Bankruptcy Judge Richard S. Schmidt presides over the case.
Richard L. Fuqua II, Esq., at Fuqua & Associates PC, represents
the Debtor.

According to Mike D. Smith at caller.com, the Company listed
15 creditors with unsecured claims topping $1.9 million.  The
amount covers legal services, surveying, consultants, accounting
and tax services.  The highest amount is a $1 million loan from
Allco, a construction management firm.

The report relates the company indicated in its filing that it
estimates money is available to distribute to unsecured creditors.

The report notes an Oct. 15 hearing has been scheduled for Canyon
to provide its reorganization plan.

According to the report, Canyon wanted to buy the former base and
the adjacent land from the Port of Corpus Christi to build Canyon
Port, an offshore drilling service facility similar to what exists
at Port Fourchon, La.  Company officials had estimated the project
would bring 2,000 jobs to the area.

The report says the company began due diligence work on the
property, including an environmental study and a wetlands study
which resulted in a determination by the U.S. Army Corps of
Engineers that some of the property being sold included wetlands.
Canyon put down $1 million in earnest money for the project.
Financing didn't come through for the rest of the company's $20
million down payment.

The report relates Port commissioners canceled Canyon's exclusive
contract in January, citing uncertainty about the company
following a series of term extensions and two missed payment
deadlines.  The former naval base and adjacent property --
totaling about 815 acres -- are pending sale to Occidental
Petroleum Corp. for the full appraised value of about $82 million.
The report adds the Oxy purchase is within 60 days of closing.


CENTRAL FEDERAL: Restructures $22.5-Mil. Common Shares Offering
---------------------------------------------------------------
Central Federal Corporation announced the terms of a restructured
registered common stock offering of up to $22.5 million,
consisting of an $18.0 million rights offering and a $4.5 million
offering to a group of standby purchasers.

The Company also announced that the U.S. Department of Treasury
has agreed that if the Company raises the maximum of the offering
range, $22.5 million, it will allow the Company to redeem the
Preferred Stock and warrant and forgive all accrued but unpaid
dividends on the Preferred Stock issued in connection with the
Troubled Asset Relief Program Capital Purchase Program for a total
of $3.0 million, resulting in a discount of approximately $5.0
million.  No redemption of the TARP Securities will occur if less
than $22.5 million is raised in the stock offering.  Redemption of
the TARP Securities will also require regulatory approval.

Under the terms of the restructured rights offering, all record
holders of the Company's common stock as of a date to be
determined will receive, at no charge, one subscription right for
each share of common stock held as of the record date.  Each
subscription right will entitle the holder of the right to
purchase 14.5329 shares of Company common stock at a subscription
price of $1.50 per share.  The rights offering will commence as
soon as practicable after the Registration Statement is declared
effective by the SEC.  Any shares not subscribed for in the rights
offering may be offered in a public offering.

The Company has separately entered into a series of standby
purchase agreements with a group of investors led by Timothy
O'Dell, Thad R. Perry and Robert E. Hoeweler.  Under the standby
purchase agreements, the standby purchasers will acquire $4.5
million of Company common stock at a price of $1.50 per share,
subject to certain conditions as detailed in the Registration
Statement.

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

The Company's balance sheet at March 31, 2012, showed $241.44
million in total assets, $232.21 million in total liabilities and
$9.22 million in total stockholders' equity.

Central Federal reported a net loss of $5.42 million in 2011, a
net loss of $6.87 million in 2010, and a net loss of $9.89 million
in 2009.

Following the 2011 results, Crowe Horwath LLP, in Cleveland, Ohio,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The Company's auditors noted that
the Holding Company and its wholly owned subsidiary (CFBank) are
operating under regulatory orders that require among other items,
higher levels of regulatory capital at CFBank.  The Company has
suffered significant recurring net losses, primarily from higher
provisions for loan losses and expenses associated with the
administration and disposition of nonperforming assets at CFBank.
These losses have adversely impacted capital at CFBank and
liquidity at the Holding Company.  At Dec. 31, 2011, regulatory
capital at CFBank was below the amount specified in the regulatory
order.  Failure to raise capital to the amount specified in the
regulatory order and otherwise comply with the regulatory orders
may result in additional enforcement actions or receivership of
CFBank.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011 required date.


CHOICE HOTELS: S&P Cuts CCR to 'BB+' on Dividend Recapitalization
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Silver Spring, Md.-headquartered Choice Hotels
International Inc. to 'BB+' from 'BBB'. The outlook is stable.

"We assigned the company's proposed $400 million senior unsecured
notes due 2022 our 'BB' issue-level rating (one notch below the
corporate credit rating) and our '5' recovery rating, reflecting
our expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default. We assumed that Choice would complete
a $350 million senior secured credit facility as indicated in the
notes offering memorandum, and we incorporated this priority debt
into our recovery analysis on the notes," S&P said.

"We lowered our issue-level rating on Choice's existing $250
million senior unsecured notes due 2020 to 'BB+' from 'BBB' to
reflect recovery prospects for these notes under Choice's current
capital structure, and placed the rating on CreditWatch with
negative implications. At the same time, we assigned our '4'
recovery rating to the existing notes, reflecting our expectation
of average (30% to 50%) recovery for lenders in the event of a
payment default. Upon the completion of the transactions, we
expect to lower this rating to 'BB' and lower our recovery rating
to '5' for these notes," S&P said.

"The downgrade reflects Choice's plan to pay a significant $600
million debt-financed special dividend to shareholders, which
signals management's willingness to drive balance sheet leverage
above the company's stated financial policy goal and in line with
a 'BB+' rating over the intermediate term. Following the
completion of the planned debt transactions and the dividend
payment, we believe our measure of lease adjusted debt to EBITDA
is likely to be just above 4x and funds from operations (FFO) to
total adjusted debt will be in the mid-teens percentage area
through 2013. These measures are in line with our thresholds for
the current rating, of debt to EBITDA between 4.5x and 3.75x and
FFO to total debt of 15% to 20%," S&P said.

"These credit measures are also in line with an 'aggressive'
financial risk profile, according to our criteria; as a result, we
have lowered our financial risk assessment to aggressive from
'intermediate'. Expected credit measures compare to total adjusted
debt to EBITDA of 1.7x and FFO to total adjusted debt of 40% as of
March 2012 (prior to the planned dividend). We expect EBITDA
coverage of interest expense to decline to the mid-to-high 4x area
in 2012 and 2013 from 16x at March 2012. Partly offsetting the
deterioration in the company's financial risk profile is an
'adequate' liquidity profile and a 'satisfactory' business risk
profile, according to our criteria," S&P said.

"Our assessment of Choice's business risk profile as satisfactory
is based on Choice's large and diverse base of franchised hotels
that operate under several different brands, a low capital
intensive franchise business model with relatively stable
operating cash flow. The cyclical nature of the lodging industry
tempers the factors," S&P said.

The rating incorporates these operating performance and financial
policy expectations:

    S&P expects U.S. revenue per available room (RevPAR) to
    increase 5% to 7% in 2012 and in the mid-single digits area in
    2013, and that the supply of U.S. hotels rooms will increase
    less than 1% in 2012 and around 1% in 2013.

    Macroeconomic drivers of S&P's U.S. RevPAR growth expectations
    are GDP and consumer spending growth estimates of about 2% in
    2012 and 2013, and S&P 500 operating earnings growth of 6% in
    2012 and 9% in 2013.

    Given current good (albeit moderating) demand patterns and
    increasing occupancy rates across the U.S. lodging industry,
    S&P believes lodging operators, including Choice, should
    benefit from pricing power in the U.S. well into 2013, absent
    an economic shock.

    Choice expects domestic new unit growth to be about flat in
    2012.

    S&P has incorporated into the current rating that Choice's
    RevPAR will increase 5% in 2012 and 4% in 2013.

    S&P expects EBITDA to increase in the high-single-digit area
    this year and in the mid single digit area in 2013.

    S&P believes that Choice is stretching leverage higher than
    its financial policy range of debt to EBITDA of 3.0x to 3.5x
    primarily because the company believes RevPAR will grow over
    the next several years. This would give the company the
    opportunity to reduce balance sheet leverage over time to
    within its financial policy range, S&P said.

    However, S&P's current rating incorporates its belief that
    Choice will take advantage of a good expected RevPAR
    environment to make a significant level of investments to grow
    its brands, and that meaningful leverage reduction could be
    two or more years away.

"Choice is one of the largest hotel franchisers in the U.S., with
more than 5,000 properties and 392,877 rooms as of March 2012. Its
lodging franchise system consists of 10 hotel chains: Comfort-
branded hotels, 40% of Choice's domestic rooms; Quality Inn, 23%;
EconoLodge, 12%; Sleep Inn, 7%; Clarion, 7%; Rodeway, 6%; Suburban
Extended Stay Hotel, 2%; MainStay Suites, less than 1%; Cambria
Suites, less than 1%; and the Ascend Collection, less than 1%. Its
brands are primarily economy- and midscale-oriented, with good
geographic and customer (franchisee) diversity. Choice augments
its revenues by adding rooms to its system through brand
conversions and newly constructed hotels. In the current
environment, we expect room growth to stem primarily from
conversions. Choice's franchise business model is less susceptible
to fluctuations in the business cycle than a hotel ownership
model," S&P said.

"Based on its likely sources and uses of cash over the next 12 to
18 months and incorporating our performance expectations, Choice
has a adequate liquidity profile, according to our criteria," S&P
said. Relevant elements of Choice's liquidity profile include:

    "We expect sources of liquidity (including cash and facility
    availability) to exceed uses by 1.2x or more," S&P said.

    "We expect net sources would be positive even with a 15% drop
    in EBITDA," S&P said.

    "Compliance with proposed maintenance covenants would survive
    a 15% drop in EBITDA, in our view," S&P said.

    "The company has good relationships with its banks, in our
    assessment, and has a satisfactory standing in the credit
    markets," S&P said.

"Choice's primary source of liquidity is internally generated cash
flow, cash balances, and revolver availability. We expect it to
generate over $100 in free cash flow in 2012 compared to $124
million in 2011. The reduction is from higher expected interest
expense from the proposed transactions. At March 2012, cash
balances were $91 million. Over the next two years, we anticipate
that Choice will have adequate revolver availability (terms under
the company's proposed credit facility are not finalized)," S&P
said.

"Choice's stated priorities for using free cash flow are investing
in new franchise development, especially for the Cambria brand,
and returning value to shareholders through a combination of
dividend payments and share repurchases. The company's current
annual dividend is about $45 million (in addition to the announced
special dividend). Choice repurchased $51 million in common stock
in 2011 and $20 million so far in 2012. We believe Choice is
likely to forego meaningful share repurchases this year and in
2013 to focus on investment spending, possibly at significantly
higher levels than in recent years," S&P said.

"The stable outlook reflects our expectation that credit measures
will be in line with the current 'BB+' rating through at least
2013. We believe Choice is likely to forego meaningful share
repurchases this year and in 2013, but is unlikely to pursue
meaningful debt reduction until after 2013 to focus on investment
spending in 2012 and 2013, possibly at significantly higher levels
than in recent years," S&P said.

"Rating downside is limited at this time because we expect RevPAR
growth over the next two years, and believe Choice is likely to
pursue some level of debt reduction in future periods. However, it
may take a few years for Choice to reduce leverage to within its
desired leverage range of 3.0x to 3.5x; as a result, rating upside
is unlikely over the near term. We could raise our rating if we
believe Choice will sustain debt to EBITDA below 3.75x and FFO to
debt in the low- to mid-20% range within the subsequent six to 12
months," S&P said.


CITY NATIONAL: Preston Pinkett Discloses 11.3% Equity Stake
-----------------------------------------------------------
Preston D. Pinkett, III's beneficial ownership of common shares of
City National Bancshares Corporation increased by 1% to a 11.3%
beneficial ownership as of June 19, 2012.  The increase stems from
additional shares to which Mr. Pinkett became entitled under his
employment agreement dated as of Nov. 1, 2011.

In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mr. Pinkett disclosed that, as of June 19,
2012, he beneficially owns 16,697 shares of common stock of City
National Bancshares.  Mr. Pinkett previously reported beneficial
ownership of 14,998 common shares or a 10.3% equity stake as of
May 19, 2012.

Mr. Pinkett is the President and Chief Executive Officer of City
National Bancshares and its subsidiary City National Bank of New
Jersey.  He is also a director of the Company.

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

                        http://is.gd/jNyvbI

                   About City National Bancshares

Newark, New Jersey-based City National Bancshares Corporation is a
New Jersey corporation incorporated on Jan. 10, 1983.  City
National Bank, a wholly-owned subsidiary of CNBC, is a national
banking association chartered in 1973 under the laws of the United
States of America and has one subsidiary, City National
Investments, Inc., an investment company which holds, maintains
and manages investment assets for CNB.  CNB provides a wide range
of retail and commercial banking services through its retail
branch network, although the primary focus is on establishing
commercial and municipal relationships.

The Company reported a net loss of $3.67 million in 2011, a net
loss of $7.45 million in 2010, and a net loss of $7.82 million in
2009.

The Company's balance sheet at Dec. 31, 2011, showed
$358.44 million in total assets, $338.67 million in total
liabilities and $19.77 million in total stockholders' equity.

KPMG LLP, in Short Hills, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
period ended Dec. 31, 2011.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a consent order with the Office of the Comptroller of
the Currency that raise substantial doubt about its ability to
continue as a going concern.


CIRCLE STAR: Extends Wevco Agreement Closing Date to Sept. 28
-------------------------------------------------------------
Circle Star Energy Corp. entered into the Second Amendment to
Leasehold Purchase Agreement extending the closing date from
May 31, 2012, until Sept. 28, 2012, of its previously reported
purchase agreement with Wevco Production, Inc., for all of Wevco's
rights, title, and working interest in and to certain oil and gas
leases, containing up to 64,575 net acres, more or less, situated
in Gove and Trego Counties, Kansas.

Pursuant to the Second Amendment, the Company paid Wevco a non-
refundable $100,000 extension fee on June 13, 2012, and will issue
600,000 shares of common stock of the Company to Wevco.  If the
purchase price of $5,000,000 is paid on or before the Closing Date
then the June Extension Price will be credited towards the
Purchase Price.  To date, including the June Extension Price,
$500,000 has been credited towards the Purchase Price.

On April 24, 2012, the Company entered into an amendment to the
Purchase Agreement extending the closing date from April 30, 2012,
until May 31, 2012, and the Company paid Wevco a non-refundable
$100,000 extension fee.

A copy of the Second Amendment is available for free at:

                        http://is.gd/AqqOS5

                         About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas. The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company's balance sheet at Jan. 31, 2012, showed $3.91 million
in total assets, $6.75 million in total liabilities and a $2.84
million total stockholders' deficit.

The Company said in its quarterly report for the period ended
Jan. 31, 2012, that there is substantial doubt about its ability
to continue as a going concern.  The continuation of the Company
as a going concern is dependent upon continued financial support
from the Company's shareholders, the ability of the Company to
obtain necessary financing to continue operations, and the
attainment of profitable operations.  The Company can give no
assurance that future financing will be available to it on
acceptable terms if at all or that it will attain profitability.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


CLEARWIRE CORP: Withdraws Plan to Surrender 77MM Class B Shares
---------------------------------------------------------------
As previously disclosed, on June 1, 2011, Sprint Nextel
Corporation notified Clearwire Corporation of its election to
surrender 77,413,434 shares of Class B Common Stock of Clearwire
to reduce its voting interest in Clearwire.

In a letter dated June 8, 2012, Sprint exercised its right to
revoke the share surrender in exchange for the payment to
Clearwire of $7,741.  The Class B Common Stock was reissued to
Sprint in a private offering that is exempt from the registration
requirements of the Securities Act of 1933, as amended pursuant to
Section 4(2) of the Securities Act.

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at March 31, 2012, showed
$8.89 billion in total assets, $5.71 billion in total liabilities
and $3.17 billion in total stockholders' equity.

                          *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved.  If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses.  We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."


COMMUNITY HEALTH: Moody's Affirms 'B1' CFR/PDR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service changed the rating outlook for
CHS/Community Health Systems, Inc. to stable from negative.
Moody's also affirmed the ratings of Community Health, including
the B1 Corporate Family and Probability of Default Ratings.
Community Health's SGL-1 Speculative Grade Liquidity Rating
remains unchanged.

"The stable outlook reflects our expectation that Community Health
will maintain strong margins while integrating recently acquired
facilities and investing in ongoing capital projects," said Dean
Diaz, a Senior Credit Officer at Moody's. "While exposure to
ongoing investigations remains a risk, we do not expect it to
detrimentally affect Community Health's very good liquidity
position in the near term," continued Diaz.

Following is a list of ratings affirmed and LGD assessments
revised.

Senior secured revolving credit facility expiring 2016, to Ba3
(LGD 3, 30%) from Ba3 (LGD 3, 32%)

Senior secured term loan A due 2016, to Ba3 (LGD 3, 30%) from Ba3
(LGD 3, 32%)

Senior secured term loan B due 2014, to Ba3 (LGD 3, 30%) from Ba3
(LGD 3, 32%)

Senior secured term loan B due 2017, to Ba3 (LGD 3, 30%) from Ba3
(LGD 3, 32%)

8.875% senior notes due 2015, to B3 (LGD 5, 84%) from B3 (LGD 5,
85%)

8.0% senior notes due 2019, to B3 (LGD 5, 84%) from B3 (LGD 5,
85%)

Corporate Family Rating, B1

Probability of Default Rating, B1

Ratings Rationale

Community Health's B1 Corporate Family Rating reflects Moody's
expectation that leverage will remain high and interest expense
coverage will continue to be modest. Furthermore, Moody's
anticipates that the opportunity to reduce leverage with free cash
flow will be constrained in the near term given the company's
investment in capital spending related to replacement hospitals
and information technology. Moody's also expects the company to
actively pursue acquisitions. However, supporting the rating is
Moody's acknowledgement of Community Health's scale and market
strength, which should help the company weather unfavorable trends
in bad debt expense and weak volumes that continue to affect the
industry as a whole. Moody's anticipates that the company will
continue to see stable margin performance and maintain very good
liquidity.

Community Health's stable rating outlook reflects Moody's
expectation that the company will be able to maintain margins
through focus on cost management and improvements at recently
acquired facilities. Moody's expects that the company will remain
disciplined about the use of additional leverage for acquisition
opportunities. Further, Moody's anticipates that the company's
liquidity will remain strong despite investments in replacement
hospitals and concerns around ongoing investigations and
litigation.

Moody's could upgrade the ratings if financial leverage is
materially reduced and cash flow coverage of debt metrics improve.
Specifically, if Community Health is able to achieve and sustain
adjusted debt to EBITDA below 4.0 times, Moody's could upgrade the
ratings. This level reflects the need to see additional cushion in
these metrics to absorb potential negative developments given the
absence of further clarity around the outcome of ongoing
litigation and investigations.

A significant debt financed acquisition or adverse developments
related to ongoing investigations or litigation could result in a
downgrade of the ratings. Additionally, the company's inability to
continue to manage headwinds in the industry or Moody's
expectation that debt to EBITDA would be sustained above 5.0 times
could result in a downgrade. This could result from declining
adjusted admission trends and unfavorable reimbursement or pricing
trends impacting net revenue growth, greater than expected
increases in bad debt expense, or aggressive acquisition activity.

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


COMPETITIVE TECHNOLOGIES: To Issue 420,000 Shares to Officers
-------------------------------------------------------------
Competitive Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registering 420,000 shares of
common stock issuable in lieu of directors' fees, executive
compensation and for legal services.  A copy of the filing is
available for free at http://is.gd/EakAmh

                   About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

After auditing the 2011 results, Mayer Hoffman McCann CPAs, 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 incurred operating losses since fiscal year 2006.

The Company reported a net loss of $3.59 million in 2011.  The
Company reported a net loss of $2.40 million on $163,993 of
product sales for the five months ended Dec. 31, 2010.

The Company's balance sheet at March 31, 2012, showed $4.66
million in total assets, $6.82  million in total liabilities, all
current, and a $2.15 million total shareholders' deficit.


CONSOLIDATED CONTAINER: Moody's Confirms B2 CFR, Rates New Debt
---------------------------------------------------------------
Moody's Investors Service confirmed the B2 Corporate Family
Rating, other instrument ratings and stable outlook of
Consolidated Container Company LLC ("CCC") and concluded the
review initiated on May 31, 2012. Additional instrument ratings
are given below. The review was triggered by CCC's announcement
that it will be acquired by affiliates of Bain Capital Partners
LLC. Bain will acquire CCC for approximately $800 million
including estimated fees and expenses. Moody's also assigned
ratings to the acquisition financing which includes a $370 million
term loan and $250 million senior unsecured notes. Bain is
expected to make a $180 million common equity contribution which
will not have a liquidation preference, dividend, or accretion.
The credit facilities also include a new $125 million asset-based
revolver (not rated by Moody's) which is expected to be undrawn at
the close of the transaction. The transaction is expected to close
during the third quarter of 2012.

Moody's took the following actions:

- Confirmed B2 Corporate Family Rating

- Confirmed B2 Probability of Default Rating

- Confirmed $390 million PP&E term loan facility due 2014 B1
   (LGD 3, 39%) (To be withdrawn after transaction closes)

- Confirmed $250 million second lien term loan due 2014 Caa1
   (LGD 5, 79%) (To be withdrawn after transaction closes)

- Assigned $370 million Senior Secured Term Loan due 2019 B1
   (LGD 3-37%)

- Assigned $250 million Senior Unsecured Notes due 2020 Caa1
   (LGD 5-83%)

The ratings outlook is stable.

Ratings Rationale

The confirmation of the B2 Corporate Family Rating and stable
outlook reflect proforma credit metrics that are weak for, but
still within the rating category, an expectation of an improvement
in operating performance, management's pledge to direct all free
cash flow to debt reduction, and good liquidity. CCC should
benefit from already contracted higher margin new business and
previously completed and ongoing cost-cutting and productivity
initiatives over the rating horizon. Additionally, CCC has limited
business up for renewal over the rating horizon. The new ultimate
holding company will be structured a C corporation which will
require CCC to begin to pay taxes, but the company is expected to
benefit from a tax shield from the asset step-ups. However, CCC is
weakly positioned in the rating category with little room for
negative operating variance and will need to execute on its plan
in order to maintain its current rating.

The ratings could be downgraded if credit metrics or liquidity
deteriorate or if there is a deterioration in the operating and
competitive environment. Specifically, the ratings could be
downgraded if debt to EBITDA rises above 6.0 times, EBIT to
interest coverage falls below 1.3 times, the EBIT margin declines
below 7.5% and/or free cash flow to debt does not improve to the
mid single digits.

A ratings upgrade is unlikely in the near term given the recent
LBO and stretched credit metrics. The ratings could be upgraded if
CCC improved its credit metrics while maintaining an adequate
level of capital expenditures and good liquidity on a sustained
basis within the context of a stable competitive and operating
environment. Specifically, the ratings could be upgraded if debt
to EBITDA declined below 5.0 times, the EBIT margin remains above
8.0%, EBIT to interest coverage rises above 1.8 times, and free
cash flow to debt improves to above 9.5%.

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

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


CONTRACT RESEARCH: Sale to Freeport-Led Group Completed
-------------------------------------------------------
Cetero Research disclosed the completion of a major milestone in
its reorganization efforts.  Following the company filing for
reorganization under Chapter 11 and the U.S. District Bankruptcy
Court's approval of the sale of Cetero to its investor group, led
by Freeport Financial, the sale of the company was finalized on
June 20, 2012.

Over recent months, Cetero has engaged with lenders and
stakeholders to plan a growth-filled future for the company.  As a
first step in this process, the board of directors has named three
executive appointments to lead operational, financial and new
business initiatives.

James Carlson, Pharm.D, has been named Chief Executive Officer,
based on his extensive background in the Phase I research space
and reputation for entrepreneurial leadership.  Dr. Carlson is a
life science industry veteran with more than 30 years of
experience in early phase research.  He co-founded and served as
CEO of a legacy operation of Cetero Research, based in Fargo, ND,
from 1983 to 2006, where he oversaw the conduct of more than 450
studies per year across a wide range of therapeutic indications
and study types.  A 250,000 square-foot clinical pharmacology unit
with specialization in cardiac safety and healthy participants for
bioavailability, bioequivalence, preclinical and clinical
dermatology studies, this facility is the largest Phase I unit in
the world.  As part of the new ownership structure, the company's
headquarters will move from Cary, NC, to Fargo, ND, and the
company has been renamed PRACS Institute.

Mark Ubert, CPA, MBA, has been named Chief Financial Officer. Mr.
Ubert joined Cetero in 2009 as corporate controller, bringing
extensive experience in financial leadership, corporate treasury,
mergers and acquisitions, accounting and operational performance
improvement within the life science and healthcare industries. In
his new position, Mr. Ubert is responsible for the overall
financial operations of the company, including corporate finance,
treasury, financial planning and analysis, tax, accounting
internal audit and risk management.

John Pottier has been named Executive Vice President, Business
Development.  With more than 20 years of industry experience, Mr.
Pottier brings significant expertise in early phase clinical
knowledge and R&D business requirements.  Joining PRACS from
Worldwide Clinical Trials, Mr. Pottier previously served in
business development roles at Novum Research, Cetero Research and
PRACS Institute, Ltd., after beginning his career at the Clinical
Research Foundation, now part of Quintiles Transnational.

"This is an exciting time for our new company.  We have a lot of
work ahead of us, and we look forward to strengthening our
organization and integrating service offerings," said Dr. Carlson.
"We will continue to uphold the company's commitment to the
delivery of reliable, quality data and on-time study results, as
well as the safety of our study participants," he added.

As biopharmaceutical companies seek new ways to help manage drug
costs and navigate the rising complexity of early phase
development, sponsors are starting to rely more heavily on niche
providers like PRACS, who is well positioned to serve the generic,
innovator and dermatology markets. PRACS has the flexibility and
capacity to accommodate the expected increase of bioavailability
and bioequivalence studies following near-term patent expirations.

                      About PRACS Institute

A leading early-phase contract research organization, PRACS has
conducted more than 20,000 clinical pharmacology studies ƒ"EUR
more than any other CRO.  With facilities across North America,
PRACS offers flexible, quality clinical development services in a
range of therapeutic areas.

                    About Freeport Financial

Founded in 2004 by a group of experienced corporate finance and
capital markets professionals, Freeport Financial is a leading
provider of capital and leveraged finance solutions to middle
market companies.

                           About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) on March 26, 2012.
Cetero's 19 affiliates also sought bankruptcy protection (Bankr.
D. Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Carl Marks Advisory Group LLC serves as restructuring
advisor.  Epiq Bankruptcy Solutions serves as claims and notice
agent.  The petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3 appointed three
persons to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Contract Research Solutions, Inc., et al.


DAVIS-RODWELL: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Davis-Rodwell TMC LLC filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.C. Case No. 12-04499) on June 18, 2012.  Judge Randy
D. Doub presides over the case.  William P. Janvier, Esq., at
Janvier Law Firm, PLLC, represents the Debtor.

A meeting of creditors 341(a) meeting is slated for July 24, 2012,
at 10:00 a.m., at Raleigh 341 Meeting Room.  The last day to file
complaint is July 24.  Proofs of claim are due by Oct. 22.
Government proofs of claim due by Dec. 17.

The Company must file a chapter 11 plan and disclosure statement
by Sept. 17, 2012.  Status hearing is set for July 23.

According to Chris Bagley at Triangle Business Journal, the
filing came amid stalled plans to build residential condominiums
along the edge of Research Triangle Park.  Davis-Rodwell cited
liabilities of $10 million to $50 million and assets of $1 million
to $10 million on the Chapter 11 petition.

The report notes Davis-Rodwell TMC LLC is controlled by local
developer Craig Davis.  The report also relates the petition shows
Wilmington investor Roy Rodwell, one of the company's owners, is
also its largest unsecured creditor, with a $4.8 million claim.

The report, citing Durham County property records, says the
company owns 32 acres along Davis Drive, with an assessed value
of about $3.9 million.  Mr. Davis and other developers had planned
to build a $300 million complex there and at a neighboring site,
paying at least $15 million for more than 150 total acres.  It was
initially known as "Triangle Metro Center;" though the owners had
more recently marketed it as "Davis Park."

The report adds Regional transportation officials were planning a
station nearby for a commuter-rail line that could eventually link
Durham and Raleigh.  But the rail project has remained in limbo
for years. It needs voter approval in Wake County, where a local
sales tax would be needed to fund its construction.

The report says another entity partially owned by Davis sold 93
acres in the assemblage to a Florida company last summer for
$6.9 million.


DDR CORP: Fitch Rates $300-Mil. Senior Unsecured Notes at 'BB+'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the $300 million
aggregate principal amount 4.625% senior unsecured notes due 2022
issued by DDR Corp. (NYSE: DDR).

The notes were priced at 98.104% of par to yield 4.865% to
maturity, or 325 basis points over the benchmark treasury rate.
Net proceeds from the offering of $291.7 million are expected to
be used to fund the redemption of approximately $223.5 million of
5.375% senior unsecured notes due 2012, along with general
corporate purposes.

Fitch currently rates DDR as follows:

  -- Long-term IDR 'BB+';
  -- $815 million unsecured revolving credit facilities 'BB+';
  -- $250 million unsecured term loans 'BB+';
  -- $1.6 billion senior unsecured notes 'BB+';
  -- $310.2 million senior unsecured convertible notes 'BB+';
  -- $375 million preferred stock 'BB-'.

The Rating Outlook is Stable.

The 'BB+' IDR reflects:

  -- Sustained improving fundamentals across DDR's retail property
     portfolio;
  -- A largely prime asset base that exhibits a manageable lease
     expiration schedule and a granular tenant roster;
  -- An established joint venture platform that provides earnings
     diversification;
  -- Solid liquidity position; and
  -- Strong management team.

The rating is balanced by leverage and unencumbered asset coverage
ratios consistent with a 'BB+' IDR.

Fundamentals are solid.  During first-quarter 2012 (1Q'12),
leasing spreads including new leases and renewals increased by
5.5% on a blended basis, after increasing by 6.1% for full-year
2011.  DDR's same-store net operating income (NOI) increased by
2.9% in 1Q'12 and 3.5% for full-year 2011.  These figures are
reflective of strong locations and tenant demand.  Fitch
anticipates that demand will remain strong and drive low-single-
digit same-store NOI growth over the next 12-to-24 months.

DDR's fixed charge coverage ratio (recurring operating EBITDA
including recurring cash distributions from unconsolidated
entities less recurring capital expenditures and straight-line
rent adjustments divided by interest incurred and preferred
dividends) was 1.8 times (x) in 1Q'12 pro forma for the forward
equity offering to fund DDR's interest in the EDT Retail Portfolio
and the offering of 4.625% senior unsecured notes due 2022. Fixed-
charge coverage was 1.7x in 2011 and 1.6x in 2010.

Fitch anticipates coverage to approach 2.0x over the next 12-to-24
months due to positive leasing spreads and earnings from the lease
up of construction-in-progress.  This is solid for a 'BB+' rating.
If same-store NOI declines are consistent with DDR's performance
in 2009 (a scenario Fitch deems unlikely), fixed charge coverage
could approach 1.5x. This would be weak for a 'BB' rating.

In 1Q'12, 89% of the company's NOI was generated from prime assets
compared with 70% in 1Q'09.  These prime properties are largely in
market-dominant locations within areas that have strong household
income profiles and dense populations.  Across the entire
portfolio, DDR has a manageable lease expiration schedule as of
March 31, 2012. 9.2% of leases are expiring during the remainder
of 2012 and 11.9% expiring in 2013.  In addition, DDR's top five
tenants contribute modestly toward revenues and include:

  -- Walmart (IDR of 'AA' with a Stable Outlook by Fitch) at 3.2%;
  -- TJX Companies at 2.1%;
  -- PetSmart at 1.9%;
  -- Bed Bath & Beyond at 1.9%; and
  -- Kohl's (IDR of 'BBB+' with a Stable Outlook by Fitch) at
     1.8%.

DDR has a deep JV franchise that provides supplementary revenue
via common and preferred equity returns along with fee income.  In
January 2012, affiliates of DDR and The Blackstone Group L.P. (IDR
of 'A+' with a Stable Outlook) formed a JV to acquire 46 shopping
centers known as the EDT Retail Portfolio for $1.4 billion,
including assumed debt of $640 million.  DDR raised common equity
through a 19 million forward offering and will use the net
proceeds to purchase a 5% common equity stake and $150 million 10%
dividend preferred equity stake in the Blackstone JV.  Broadly,
the JV platform provides recurring cash distributions coupled with
fee income.

The 4.625% senior notes due 2022 improve DDR's liquidity profile.
As of March 31, 2012, pro forma for the forward equity offering
and unsecured bond issuance, base case liquidity coverage
(calculated as sources of liquidity divided by uses of liquidity)
is 1.3x for April 1, 2012 through Dec. 31, 2013. Sources of
liquidity include unrestricted cash and availability under DDR's
revolving credit facilities pro forma for the forward equity
offering.  Other sources include unsecured bond issuance along
with projected retained cash flows from operating activities.
Uses of liquidity include pro rata debt maturities and projected
recurring capital expenditures.

DDR has a staggered debt maturity schedule.  As of March 31, 2012
pro forma for the unsecured bond issuance, 6.9%, 10.4% and 7.9% of
pro rata debt matures during the remainder of 2012, full-year 2013
and full-year 2014, respectively.

Leverage is consistent with a 'BB+' rating. Net debt to 1Q'12
annualized recurring operating EBITDA including recurring cash
distributions from unconsolidated entities was 8.3x.  This
compares with 8.2x at Dec. 31, 2011 and 8.6x at Dec. 31, 2010.
Retained cash flow used to repay debt has contributed towards
leverage reductions.

Pro forma for the forward equity offering and unsecured bond
issuance, leverage would be 7.9x and improving fundamentals will
sustain leverage between 7.0x and 8.0x over the next 12-24 months.
If same-store NOI declines are consistent with DDR's performance
in 2009 (a scenario Fitch deems unlikely), leverage could increase
to approximately 8.5x. This would be appropriate for a 'BB'
rating.

DDR has solid access to capital. However, contingent liquidity is
appropriate for the 'BB+' IDR.  Unencumbered assets (unencumbered
NOI for the trailing 12 months ended March 31, 2012 divided by a
stressed capitalization rate of 8%) to unsecured debt was 1.6x.
However, retained cash flow as well as new unsecured debt used to
repay secured debt should result in improving unencumbered asset
coverage.  In addition, the covenants under DDR's credit
agreements do not restrict financial flexibility.

The two-notch differential between DDR's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BB+'. As per Fitch's report, 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

The Stable Outlook reflects Fitch's view that fixed charge
coverage will approach 2.0x and leverage will remain below 8.0x.
Base case liquidity coverage will remain above 1.0x as DDR
maintains strong borrowing capacity under its revolving credit
facility.

The following factors may have a positive impact on DDR's Outlook:

  -- Fixed charge coverage sustaining above 2.0x (1Q'12 pro forma
     fixed charge coverage was 1.8x);
  -- Net debt to recurring operating EBITDA sustaining below 7.5x
     (pro forma leverage was 7.9x);
  -- A sustained base case liquidity coverage ratio of above 1.0x
     (pro forma base case liquidity coverage was 1.3x for April 1,
     2012 to Dec. 31, 2013).

The following factors may have a positive impact on DDR's rating:

  -- Fixed charge coverage sustaining above 2.0x as noted above;
  -- Leverage sustaining below 7.0x;
  -- Unencumbered asset coverage of unsecured debt sustaining
     above 2.0x (unencumbered assets - valued as unencumbered NOI
     for the trailing 12 months ended March 31, 2012 divided by a
     stressed capitalization rate of 8% - to unsecured debt was
     1.6x).

The following factors may have a negative impact on DDR's ratings
and Outlook:

  -- Fixed charge coverage sustaining below 1.8x;
  -- Net debt to recurring operating EBITDA sustaining above 8.5x;
  -- Reductions in liquidity coverage.


DENNY'S CORP: Adopts Pre-Arranged Stock Trading Plan
----------------------------------------------------
Denny's Corporation announced the adoption of a pre-arranged stock
trading plan for the purpose of repurchasing a limited number of
the Company's common stock in accordance with guidelines specified
under Rule 10b5-1 of the Securities Exchange Act of 1934 and the
Company's policies regarding stock transactions.  This plan has
been established in accordance with, and as a part of, the
Company's stock repurchase programs previously announced on
April 4, 2011, and May 18, 2012.  Repurchases under the Company's
10b5-1 plan will be administered through an independent broker.
The plan will cover the repurchase of shares commencing no earlier
than June 18, 2012, and expiring Sept. 14, 2012.  Repurchases are
subject to SEC regulations as well as certain price, market volume
and timing constraints specified in the plan.

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company said in its annual report for the year ended Dec. 28,
2011, that as the Company is heavily franchised, its financial
results are contingent upon the operational and financial success
of its franchisees.  The Company receives royalties, contributions
to advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

The Company's balance sheet at March 28, 2012, showed
$336.24 million in total assets, $338.88 million in total
liabilities, and a $2.64 million total shareholders' deficit.

                          *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.

As reported by the TCR on April 20, 2012, Standard & Poor's
Ratings Services withdrew all of its ratings, including the 'B+'
corporate credit rating on Spartanburg, S.C.-based Denny's Corp.
at the company's request.  There is no rated debt outstanding.


DEWEY & LEBOEUF: Plans to Terminate 25 Office Leases Worldwide
--------------------------------------------------------------
Thomson Reuters News & Insight reports that Dewey & LeBoeuf has
sought to terminate 25 of its office leases worldwide.

According to Reuters, the leases cover 14 offices in the United
States, as well as overseas offices in cities including Beijing
and Abu Dhabi.  With only a handful of personnel left in New York,
Dewey & LeBoeuf said it has no further use for the leases, save
for a sublease in New York.

The report notes the trustee for the firm asked that U.S.
Bankruptcy Judge Martin Glenn date the leases' rejection
retroactively to May 28, the day it filed for bankruptcy.  The
firm also sought to abandon property in those offices, except for
artwork in its Houston and Los Angeles locations.

The report relates, while bankruptcy laws make it difficult for
landlords to challenge a bankrupt company's decision to reject
leases, it is possible landlords could object to Dewey's request
to make the rejection retroactive to the day of its bankruptcy
filing.  Doing so would effectively clear Dewey of the rent it
would theoretically owe since filing bankruptcy on May 28, and
would bar landlords from being able to levy a claim for that
money.  Landlords could argue that they could have used that time
to try to secure a new tenant, the report says.

The report adds Paramount Group, which owns Dewey's New York
office space at 1301 Avenues of the Americas, has a claim for
$3.78 million, making it the second largest unsecured creditors.
The sum represented property taxes and the firm's May rent,
according to the firm's bankruptcy petition.

The report says Property Group Partners, Dewey's landlord in
Washington, D.C, was owed $830,789.  The landlord had sued Dewey
prior to its bankruptcy filing for not paying rent.

                      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.


DEWEY & LEBOEUF: In Settlement Talks With Former Partners
---------------------------------------------------------
Megan Leonhardt at Bankruptcy Law360 reports thatDewey & LeBoeuf
LLP bankruptcy advisers on Tuesday began outlining a proposed
global settlement with former partners that would release
attorneys from clawback claims brought by the firm's creditors,
according to a person familiar with the matter.

According to Bankruptcy Law360, Dewey bankruptcy attorney Albert
Togut of Togut Segal & Segal LLP and other Dewey representatives
hosted a global conference call with former partners to discuss
settling partner contribution obligations in exchange for a
liability shield against future claims.

                       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.


DIALOGIC INC: Ming Him Chan Resigns from Board of Directors
-----------------------------------------------------------
Ming Him (Kenny) Chan resigned from the Board of Directors of
Dialogic Inc., including from his memberships on the committees of
the Board, effective June 11, 2012.  Mr. Chan's resignation was
not the result of any disagreement with the Company on any matter
relating to its operations, policies or practices, or regarding
the general direction of the Company.

On June 11, 2012, Giovani Richard Piasentin was elected by the
Board to serve as a member of the Board and the Compensation
Committee of the Board.  In connection with his election to the
Board, the Board granted Mr. Piasentin a restricted stock unit
award for those number of shares of the Company's common stock as
is determined by dividing $180,000 by the closing price of the
Company's common stock as quoted on the NASDAQ Global Market on
June 11, 2012, rounded down to the nearest whole share, pursuant
to the Company's Amended and Restated 2006 Equity Incentive Plan.
The RSU will vest in equal monthly installments over three years
from the date of grant.

In accordance with the Company's current director compensation
policy, as an independent Board member, Mr. Piasentin will
initially be entitled to an annual retainer of $45,000 for service
as a Board member and an annual retainer of $7,500 for service as
a member of the Compensation Committee of the Board.  In May 2012,
the Board approved new director compensation arrangements for
independent directors to be effective beginning July 1, 2012,
under which Mr. Piasentin will thereafter be entitled to an annual
retainer of $60,000 for service as a Board member and an annual
retainer of $10,000 for service as a member of the Compensation
Committee of the Board.  Subject to Board approval, Mr. Piasentin
will also be entitled to receive an annual RSU grant covering a
number of shares having, on the date of grant, a fair market value
equal to $90,000, and vesting over one year.

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

                           About Dialogic

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

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

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

                        Bankruptcy Warning

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


DIALOGIC INC: Has Tender Offer for Insiders
-------------------------------------------
Dialogic Inc. filed with the U.S. Securities and Exchange
Commission a Schedule TO relating solely to preliminary
communications made prior to the commencement of an anticipated
tender offer to allow employees, officers and directors of
Dialogic Inc., and its affiliates to exchange certain of their
outstanding stock options for new stock options.

On June 11, 2012, the Company filed its preliminary proxy
statement for its 2012 Annual Meeting of Stockholders to be held
on Wednesday, Aug. 8, 2012, with the SEC.  The Proxy Statement
contains a description of a proposed stock exchange program
pursuant to which the Company would offer to exchange, at the
election of the applicable eligible participants, certain stock
options granted under the Company's 2001 Equity Incentive Plan and
2006 Equity Incentive Plan.  In addition, on June 11, 2012, the
Company's Chief Executive Officer and Chairman, Nick Jensen, sent
an electronic email communication to eligible participants, and
the Company plans to give a PowerPoint presentation to eligible
participants regarding the Exchange Program.  Subject to
stockholder approval, the Company intends to commence the Exchange
Program in August 2012 and hold the Exchange Program open for at
least 20 business days.  Neither the Proxy Statement nor either of
the Preliminary Communications constitutes an offer to holders of
the Company's outstanding stock options to exchange those options.

The Exchange Program has not yet commenced.  Upon commencement of
the Exchange Program, the Company will file with the SEC a
completed Tender Offer Statement on Schedule TO and related
exhibits and documents, including the Offer to Exchange. Persons
who may be eligible to participate in the Exchange Program should
read the Schedule TO, including the Offer to Exchange and other
related exhibits and documents, when those materials become
available because they will explain the precise terms and timing
of the Exchange Program and contain other important information
about the Exchange Program.  The Schedule TO and related exhibits
and documents will be available without charge on the SEC Web site
at www.sec.gov.  The Company will also provide copies of the
tender offer materials, free of charge, upon written request to:
Dialogic Inc., 1504 McCarthy Boulevard, Milpitas, California
95035, Attention: Corporate Secretary.

                          About Dialogic

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

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

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

                        Bankruptcy Warning

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


DIAMOND BEACH: Plan Confirmation Hearing Scheduled for July 2
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
convene a hearing on July 2, 2012, at 11 a.m., to consider the
final approval of the disclosure statement and confirmation of
Diamond Beach VP, LP's Chapter 11 Plan.

The Court has earlier conditionally approved the Disclosure
Statement.  The Court also ordered that parties have until June
28, 2012, to (i) cast ballots accepting or rejecting the Plan, and
(ii) submit objections to the Plan confirmation.

The Plan is based on a settlement agreement entered into with
lender International Bank of Commerce, owed $29.5 million plus
attorneys' fees and costs for notes issued prepetition.  With no
economic improvement foreseen in the near term, the Debtor is
allowing IBC to foreclose on the Diamond Beach condominium project
for a credit against the debt equal to the value of the property
as determined by the Court.  As part of the settlement, IBC will
have an allowed claim in the amount of $28.19 million.

According to the Disclosure Statement, the Plan provides for the
payment to Creditors as follows in the order of priority required
by the Bankruptcy Code: (1) allowed administrative claims will be
paid in cash in full with the "cash infusion" unless otherwise
agreed; (2) ad valorem property taxes will be paid in full by IBC
when due; (3) in full satisfaction of its allowed $28.19 million
secured claim, IBC will receive, among other things, the title to
the Diamond Beach property; (4) Allowed general unsecured claims
will be paid a pro rata share of the "litigation trust proceeds",
until paid in full, without interest; (5) Equity interest holders
will receive any funds remaining after full payment to holders of
allowed general unsecured claims.

The source of funds to achieve consummation of and carry out the
Plan will be (i) the Diamond Beach property; (ii) the Cash
Infusion; and (iii) the Litigation Trust Proceeds, which are to be
utilized to satisfy claims.

According to the liquidation analysis, unsecured creditors are
expected to recover 0% to 25% depending upon the allowance of
disputed claims and recovery on "reserved litigation claims."

                        Value of Property

Randall Davis has posted a $2.5 million cash deposit and has
pledged his annuities in order to pay off IBC (up to $4 million)
in the event the Court determines that the value of the Diamond
Beach property is less than IBC's claim.

IBC will file an adversary proceeding against the Debtor and Mr.
Davis seeking a determination of the value of the Diamond Beach
Property and asserting guaranty claims and claims pursuant to the
Settlement against Mr. Davis for the IBC deficiency.

IBC has alleged that the value of the property is $19.4 million.
The Debtor believes that the property is worth more.

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

                      About Diamond Beach VP

Houston, Texas-based Diamond Beach VP, LP, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-10175) in Brownsville on
April 2, 2012.  The Debtor, a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101 (51B), disclosed $30.05 million in assets
and $28.24 million in liabilities in its schedules.

The Debtor owns the Diamond Beach Condominiums located at
Galveston, Texas.  The Debtor valued the property at $29.4 million
in its schedules.  The property serves as collateral to secured
loans of $29.57 provided by International Bank of Commerce.

Judge Richard S. Schmidt oversees the case.  Edward L. Rothberg,
Esq., at Hoover Slovacek, LLP, serves as the Debtor's counsel.
The petition was signed by Randall J. Davis, as manager of the
Debtor's general partner.

IBC filed a motion to dismiss the Chapter 11 case in order to
begin foreclosure on the project.  The parties later reached a
settlement.

There's a pending motion by IBC to transfer the case to the
Galveston Division.  If the Plan is confirmed, IBC agrees to
withdraw this motion from consideration by the Court.

A related entity, Sapphire VP, LP, owner of the Sapphire
Condominiums located at South Padre Island, Texas, filed a Chapter
11 petition (Bankr. S.D. Tex. Case No. 12-10173) in Brownsville on
April 2, 2012.  IBC objected to Diamond Beach's request for joint
administration.  If the Plan is confirmed, the Debtor will
withdraw this motion from consideration by the Court.


DYNEGY HOLDINGS: Opposes Payment of Property Taxes to Newburgh
--------------------------------------------------------------
Dynegy Danskammer LLC and Dynegy Roseton LLC asked the U.S.
Bankruptcy Court for the Southern District of New York to deny the
motions seeking payment of property taxes owed to the Town of
Newburgh and Orange County.

Dynegy Danskammer and Dynegy Roseton operate two power generation
plants in Newburgh.

In court papers, Brian Lohan, Esq., at Sidley Austin LLP, in New
York, said the tax claims would affect operations in the Newburgh
plants as well as future sale of those plants.

Earlier, Dynegy Inc. reached a settlement with creditors holding
more than $2.7 billion of claims against Dynegy Holdings LLC.  The
deal contemplates a sale of the Newburgh plants.

Mr. Lohan said the Dynegy units would not be able to fund their
operations through the sale process if they were compelled to pay
the tax claims immediately.  He said the immediate payment of
those claims would not also be in the "best interest" of the
municipality.

"A going concern sale of the facilities provides the greatest
prospect of a successful sale and maximizing recoveries for the
[Dynegy units'] entire creditor body including the tax claimants,"
he said in court papers.

Martin Daley, vice-president and general manager of Dynegy Power
LLC, also criticized the immediate payment of tax claims, saying
it would foil any effort to sell the facilities and "jeopardize
recoveries" for all of creditors including Newburgh.

Meanwhile, the Official Committee of Unsecured Creditors urged the
bankruptcy court to withhold any determination of the amount and
treatment of the tax claims until "such time as the debtors have
had the opportunity to pursue the facilities sale process."

                         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).


FIRST REGIONAL BANCORP: Files for Bankruptcy in Los Angeles
------------------------------------------------------------
First Regional Bancorp filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-31372) on June 19, 2012, estimating assets of
less than $10 million and debts of up to $500 million.

Katy Stech at Dow Jones' Daily Bankruptcy Review notes that the
holding company behind the failed First Regional Bank in Los
Angeles, whose $2.18 billion in assets were seized by federal
banking regulators nearly 18 months ago, just has a fraction of
that amount -- $1.3 million --left in its coffers when it filed
for bankruptcy.

First Regional Bancorp (NASDAQ-GSM: FRGB) is the bank holding
company for First Regional Bank, Los Angeles, California.  First
Regional Bank was closed at the end of January 2010 by the
California Department of Financial Institutions, which appointed
the Federal Deposit Insurance Corporation as receiver.

The FDIC entered into a purchase and assumption agreement with
First-Citizens Bank & Trust Company, Raleigh, North Carolina, to
assume all of the deposits of the bank.  As of Sept. 30, 2009,
First Regional Bank had $2.18 billion in total assets and
$1.87 billion in total deposits.


FIRST REGIONAL BANCORP: Case Summary & 8 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: First Regional Bancorp
        1801 Century Park East, Suite 1430
        Los Angeles, CA 90067

Bankruptcy Case No.: 12-31372

Chapter 11 Petition Date: June 19, 2012

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

Judge: Ernest M. Robles

About the Debtor: First Regional Bancorp (NASDAQ-GSM: FRGB) is the
                  bank holding company for First Regional Bank,
                  Los Angeles, California.  First Regional Bank
                  was closed at the end of January 2010 by the
                  California Department of Financial Institutions,
                  which appointed the Federal Deposit Insurance
                  Corporation as receiver.

                  The FDIC entered into a purchase and assumption
                  agreement with First-Citizens Bank & Trust
                  Company, Raleigh, North Carolina, to assume all
                  of the deposits of the bank.  As of Sept. 30,
                  2009, First Regional Bank had approximately
                  $2.18 billion in total assets and $1.87 billion
                  in total deposits.

Debtor's Counsel: Jon L Dalberg, Esq.
                  LANDAU GOTTFRIED & BERGER LLP
                  1801 Century Pk East, Suite 700
                  Los Angeles, CA 90067
                  Tel: (310) 557-0050
                  Fax: (310) 557-0056
                  E-mail: jdalberg@lgbfirm.com

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

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

A copy of the Company's list of its 8 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-31372.pdf

The petition was signed by Thomas McCullough, CFO.


FUEL DOCTOR: Signs Agency Agreement with Boko Consulting
--------------------------------------------------------
Fuel Doctor Holdings, Inc., entered into an agency agreement,
effective as of May 4, 2012, with Boko Consulting, Inc., pursuant
to which the Agent will have the exclusive right and license to
sell, market and distribute the Company's fuel saving component
which reduces the utilization of fuel known as "Fuel Doctor" to
potential clients in Nigeria, Niger, Liberia, Sierra Leone, Mail,
Guinea Bissau, Gambia, Senegal, St. Helena, Mauritania, Burkina
Faso, Benin, Togo, Ghana and Cape Verde.  The exclusivity of the
Agreement is subject to the Agent meeting certain minimum purchase
orders requirements during the Term of the Agreement.

The Agreement will have an initial term commencing on the
Effective Date and ending on Oct. 4, 2012, subject to the Agent's
ability to extend the term through May 4, 2017, provided that the
Agent is then not in default under the Agreement.  Notwithstanding
the foregoing, the Agreement may be terminated (i) by either party
upon a material breach of the Agreement (ii) by the Company upon a
change of ownership of the Agent or (iii) by mutual written
agreement of the parties.  The Agent will have the option to
extend the term for an additional five-year term upon delivery of
written notice to Company no earlier than 180 days or later than
90 days prior to the expiration of the Term and the option shall
be based on satisfying, among other things, the quantity order
requirements.

In consideration for the grant of the exclusive license, the Agent
agreed to provide the Company with certain fees for each Product
purchased by Agent.  The fees payable to the Company will be for a
period of 12 months after the Effective Date of the Agreement and
thereafter the Company and Agent may mutually agree upon any price
modification.  In the event that the parties fail to agree upon
such price modifications, the Agreement will be terminated
immediately.

A copy of the Agency Agreement is available for free at:

                        http://is.gd/j2U8YQ

                         About Fuel Doctor

Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the
exclusive distributor for the United States and Canada of a fuel
efficiency booster (the FD-47), which plugs into the lighter
socket/power port of a vehicle and increases the vehicle's miles
per gallon through the power conditioning of the vehicle's
electrical systems.  The Company has also developed, and plans on
continuing to develop, certain related products.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $1.9 million on $811,576 of revenues, compared with
a net loss of $1.7 million on $603,329 of revenues for the
corresponding period last year.

The Company had an accumulated deficit at Sept. 30, 2011, had a
net loss and net cash used in operating activities for the interim
period then ended.  "While the Company is attempting to generate
sufficient revenues, the Company's cash position may not be
sufficient to support the Company's daily operations," the Company
said in the filing.




GUIDED THERAPEUTICS: To Launch LuViva Cervical Scan in Canada
-------------------------------------------------------------
Guided Therapeutics, Inc., announced that it, together with its
Canadian distribution partner, CAN-med Healthcare, will be
unveiling the LuViva Advanced Cervical Scan at the 68th Annual
Clinical Meeting of the Society of Obstetricians and
Gynaecologists of Canada (SOGC) to be held in Ottawa, Ontario,
June 20 -24, 2012.

In addition to CAN-med's sponsorship of a booth and meetings at
the conference, the distributor placed an order for eight
additional LuViva Advanced Cervical Scan systems in advance of its
anticipated product launch in the second half of 2012.

"We are excited to be working with CAN-med to launch LuViva in
Canada, given their commitment to bringing the latest medical
advances to Canadian women while working to improve efficiency and
to reduce costs within the healthcare system," said Mark L.
Faupel, Ph.D., CEO and president of Guided Therapeutics, Inc.
"Over the coming months, we anticipate additional stocking and
demo orders to be placed by our international distribution
partners as we gain regulatory approvals in additional markets."

The order, which will support sales efforts in the eight CAN-med
sales territories, is expected to be fulfilled in July.  Initial
sales training on Can-med's first demonstration unit was completed
in early June and meetings with key physicians are scheduled for
later this month at the SOGC conference.

Each year in Canada, about 5.7 million women undergo Pap test
screening for cervical cancer, with as many as 400,000 receiving
an abnormal Pap result.  These women are then scheduled for a
follow-up exam, called a colposcopy, which typically includes a
biopsy.  The wait times for colposcopy examinations in Canada are
typically between two to six months.  LuViva is designed to reduce
wait times and provide results immediately at the point of care.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

In its report on the Company's 2011 Form 10-K, UHY LLP, in
Sterling Heights, Michigan, noted that the Company's recurring
losses from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $6.64 million in 2011, compared
with a net loss of $2.84 million in 2010.

The Company's balance sheet at March 31, 2012, showed $3.08
million in total assets, $2.17 million in total liabilities and
$908,000 in total stockholders' equity.

                         Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the fourth quarter of 2012, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under the Konica Minolta development agreement and
additional NCI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
that a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate or
file for bankruptcy protection.


H&M OIL: Proofs of Claim Due Sept. 4, 2012
------------------------------------------
Proofs of claim in the Chapter 11 case of H&M Oil & Gas, LLC, are
due Sept. 4, 2012.

H&M Oil has filed schedules disclosing $297.1 million in assets
and $77.46 million in liabilities.

The U.S. Trustee in Dallas, Texas, set a meeting of creditors
under 11 U.S.C. Sec. 341(a) of the Bankruptcy Code on June 13,
2012.

                         About H&M Oil

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.
Each of the Debtors estimated assets and debts of $50 million to
$100 million.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.

Prospect Capital Corporation, the Debtors' lone secured creditor,
is represented in the case by Timothy A. Davidson II, Esq., and
Joseph P. Rovira, Esq., at Andrews Kurth LLP.


H&M OIL: Has Interim Access to Prospect Capital Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized H&M Oil & Gas, LLC, to use cash collateral of Prospect
Capital Corporation, on an interim basis.  Prospect Capital is the
lender under that certain credit agreement, dated June 28, 2007,
and owner of the note in favor of David B. Jones dated effective
Jan. 14, 2011.

The Debtor is authorized to use cash collateral solely in
accordance with the terms and conditions of the Interim Order and
for payment of the items listed on the initial approved budget.

All of the Debtor's cash, including cash in its deposit accounts,
wherever located, whether prepetition collateral or proceeds
thereof, constitutes cash collateral of Prospect Capital.

The Lender is entitled to the adequate protection pursuant to
Sections 361, 362 and 363 of the Bankruptcy Code for any
diminution in the value of the Prepetition Collateral, including
without limitation, the Cash Collateral.

A final hearing to consider entry of the final order will be
scheduled at a later date by the Court after consultation with the
Debtor and the Lender.

A copy of the Interim Cash Collateral Order is available at:

            http://bankrupt.com/misc/H&M_cashIorder.pdf

                         About H&M Oil

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.
Each of the Debtors estimated assets and debts of $50 million to
$100 million.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.

Prospect Capital Corporation, the Debtors' lone secured creditor,
is represented in the case by Timothy A. Davidson II, Esq., and
Joseph P. Rovira, Esq., at Andrews Kurth LLP.


HAMPTON ROADS: K. Gowen Joins as Commercial Relationship Manager
----------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that Kelly Gowen has
joined BHR as a Commercial Relationship Manager in the Virginia
Beach office.  He reports to Mindi Bevington, Virginia Beach
Market President and is focused on commercial business development
in Hampton Roads.  Mr. Gowen has three decades of commercial
lending experience in the Hampton Roads area.

Thomas W. Mears, BHR's President - Commercial Banking, said, "We
continue to underscore our focus on community banking in our core
markets by adding proven, experienced bankers like Kelly, who has
spent his entire banking career as a commercial lending
professional in the Hampton Roads area."

Gowen joins BHR from Virginia Company Bank, a community bank
headquartered in Newport News, Virginia, where he was Executive
Vice President and Chief Credit Officer.  Previously, he was a
Commercial Relationship Manager with BB&T Corporation and First
Coastal Bank.  Mr. Gowen began his banking career in 1979 with
Sovran Bank N.A. and served in various commercial banking
positions with Signet Banking Corporation from 1987 to 1997.  He
earned a B.S. in Finance from Virginia Polytechnic Institute and
State University.

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at March 31, 2012, showed $2.13
billion in total assets, $2.02 billion in total liabilities and
$105.29 million in total shareholders' equity.


HAWKER BEECHCRAFT: Committee Taps Crowe & Dunlevy Aviation Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Hawker Beechcraft, Inc., et al., asks the U.S. Bankruptcy
Court for the Southern District of New York for permission to
retain Crowe & Dunlevy, P.C. as its special federal aviation
administration counsel.

The Committee relates that the Debtors own 164 aircraft which are
registered with the FAA.  Federal law requires filing with the FAA
to perfect any liens that burden the Debtors' aircraft.

According to the Committee, C&D has previously represented two of
the Debtors, Hawker Beechcraft Corporation and HBC, LLC, in
connection with FAA registration matters.  That representation was
concluded and C&D has no ongoing representation of any of the
Debtors or any other connections with the Debtors.  The firm is
not owed any fees by any of the Debtors for this prior
representation.

C&D will, among other things:

   a) examine title and record status of aircraft, aircraft
      engines, aircraft propellers and spare parts locations;

   b) review and analyze bills of sale, applications, affidavits
      and instruments recorded with the FAA Aircraft Registry; and

   c) issue opinions with respect to aircraft title and
      registration, encumbrances of record with the FAA with
      respect to aircraft, aircraft engines, aircraft propellers
      and spare parts locations, the recordability of instruments
      filed with the FAA and the perfection of instruments filed
      with the FAA.

The hourly rates of C&D's personnel are:

         Shareholders and Directors       $250 - $535
         Of Counsel                       $230 - $475
         Associates                       $190 - $235
         Paraprofessionals                $105 - $197

C&D attorneys having primary responsibility for providing services
to the Committee and their hourly rates are:

         Preston G. Gaddis, II, director        $450
         Judy Hamilton Morse, director          $345
         J. Robert Kalsu, director              $300
         William E. Van Egmond, associate       $260
         Julia Stein Dittberner, associate      $200
         Dianna J. Mysinger, paralegal          $160
         Michelle Long, paralegal               $135
         Amy Kreimer, paralegal                 $145
         Paula K. McWherter, paralegal          $145
         Matthew D. McBride, paralegal          $140
         Donna K. Hinkle, paralegal             $135
         Kelly Wood, Int'l Registry Specialist  $105

Preston G. Gaddis, II, of counsel attorney and a director in the
Oklahoma City Office of C&D, assures the Court that C&D does not
represent and does not hold any interest adverse to the Debtors'
estates or their creditors in the matters upon which C&D is to be
engaged.

A hearing on June 27, 2012, at 10 a.m. (ET), has been set.
Objections, if any, are due June 22, at 4 p.m.

                   About Hawker Beechcraft

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

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

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

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

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee tapped
FTI Consulting, Inc., as its financial advisor.


HIGH PLAINS: To Issue 5 Million Common Shares as Compensation
-------------------------------------------------------------
High Plains Gas, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registering 5 million shares of common stock
issuable as compensation in lieu of salaries to directors,
officers and employees of the Company and for legal fee
agreements.  A copy of the filing is available for free at:

                         http://is.gd/v4GYVa

                         About High Plains

Houston, Texas-based High Plains Gas, Inc., is a provider of goods
and services to regional end markets serving the energy industry.
It produces natural gas in the Powder River Basin located in
Northeast Wyoming.  It provides construction and repair and
maintenance services primarily to the energy and energy related
industries mainly located in Wyoming and North Dakota.

Eide Bailly LLP, in Greenwood Village, Colorado, issued a "going
concern" qualification on the financial statements for the ear
ending Dec. 31 2011, citing significant operating losses which
raised substantial doubt about High Plains Gas' ability to
continue as a going concern.

The Company reported a net loss of $57.48 million on
$17.15 million of revenues for 2011, compared with a net loss of
$5.48 million on $2.61 million of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed $30.10
million in total assets, $37.89 million in total liabilities and a
$7.79 million total stockholders' deficit.


HOPKINS COUNTY: Moody's Lowers LongTerm Bond Rating to 'Ba2'
------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Ba1 the long-
term bond rating assigned to Hopkins County Hospital District's
(HCHD) $22.7 million of outstanding Series 2008 fixed rate
hospital revenue bonds. The outlook remains negative at the lower
rating level.

HCHD owns and operates Hopkins County Memorial Hospital (HCMH), a
54-staffed bed acute care hospital located in Sulphur Springs, TX.

Summary Rating Rationale:

The rating downgrade to Ba2 from Ba1 is attributable to continued
downward pressures on cash flow generation and liquidity.
Increasing adjusted operating losses and declining cash flow
generation are resulting in very low margins and thin debt service
coverage for this hospital with a small medical staff and revenue
base. As HCHD expands its strategy to employ physicians to secure
its medical staff, stem outmigration and enhance services, the
Board of Directors has increased the tax rate to supplement
increasing losses. Future tax rate increases will be limited as
HCHD nears its tax rate ceiling. Unrestricted liquidity has
continued to decline with poor performance and capital investment,
yet management projects stability with a decline in capital
spending as major capital projects were completed in 2010.
Liquidity is conservatively invested and debt is 100% fixed rate,
removing interest rate risk. A defined contribution pension plan
also reduces risk to liquidity.

Challenges

* Continued declines in adjusted operating cash flow generation
in fiscal years 2011 and interim FY 2012, with very low operating
cash flow margins on a full year basis (3.6% in FY 2011) and
Moody's-adjusted maximum annual debt service (MADS) coverage of
just over 1 times in FY 2011

* Volume pressures in FY 2011 with multi-year declining trend in
certain categories, including admissions, observation stays,
emergency room visits, and total surgeries

* Small active medical staff of just over 30 physicians drives
small admission, revenue and asset bases that create vulnerability
to physician or service interruptions

* Absolute unrestricted liquidity declined since fiscal yearend
(FYE) 2009 to $14.1 million and 85 days cash on hand at March 31,
2012 with and no expectations for growth by FYE 2012; cash-to-debt
only 58% as of March 31, 2012

* Continued operating losses and declining operating cash flow
through FY 2011 when removing non-recurring non-cash liability
reversal, with very low operating cash flow margin of 3.6%;
expansion into and growth of physician employment with increasing
losses on this strategy, yet FY 2012 losses projected to decline
for this line of business; additional employment projected

Strengths

* The only hospital in Hopkins County, with the nearest
competitor of size located 32 miles to the west in Greenville;
HCHD is coterminous with Hopkins County, with A2 General Obligated
Limited Tax rated county debt

* Completion of major capital projects in 2010 removes need for
critical capital spending in the near term, enabling HCHD the
ability to preserve liquidity

* As a District hospital, HCHD has taxing capability of up to
$0.25 per $100 of assessed property values, with the District
Board showing a willingness and ability to increase the tax rate,
most recently in 2010

* Debt is all in a fixed rate mode, and principal payments are
delayed on the Series 2008 bonds until 2015 which assists in
growing liquidity in the near-term; no additional debt planned;
liquidity is conservative invested in cash and cash equivalents

* Rebounding admissions and total surgeries in the first six
months of FY 2012 over the same period in FY 2011, with multi-year
growth in outpatient visits, especially in the interim period
following strategic physician employment

* Defined contribution pension plan and minimal operating leases

Outlook

The negative outlook is attributable to continued pressures on
operating performance, including anticipated further growth in the
number of employed physicians, declining supplemental payments,
unknown future impact from the new Medicaid waiver, and decreased
flexible margin to increase revenue with a tax increase due to
nearing the tax rate ceiling. FY 2012 results are projected to
remain poor, and an inability to improve performance in FY 2013
could result in further rating pressure.

What Could Move The Rating Up

Growth in inpatient volumes and revenue base to mitigate the risks
associated with its small size; substantial reduction in long-term
debt while maintaining and growing liquidity balance; growth and
stability in operating cash flow generation

What Could Move The Rating Down

Loss of tax revenues to support operations; further decline in
unrestricted liquidity; continuation of unfavorable operating
performance that negatively impacts cash flow and debt service
coverage; additional debt beyond current capital structure

Principal Methodology Used

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


HORNE INTERNATIONAL: To Issue 300,000 Common Shares to Lion
-----------------------------------------------------------
Horne International, Inc., on June 4, 2012, entered into a
Merchant Banking Agreement with Lion Partners, Limited, pursuant
to which the Company will issue 300,000 restricted shares of
common stock, subject to rule 144, in exchange for business
consulting services.

                     About Horne International

Fairfax, Va.-based Horne International, Inc., is an engineering
services company focused on provision of integrated, systems
approach based solutions to the energy and environmental sectors.

The Company reported a net and total comprehensive loss of
$121,000 on $5.68 million of revenue for the 12 months ended Dec.
25, 2011, compared with a net and total comprehensive loss of
$1.04 million on $3.43 million of revenue for the 12 months ended
Dec. 26, 2010.

The Company's balance sheet at March 25, 2012, showed $1.17
million in total assets, $2.21 million in total liabilities and a
$1.03 million total stockholders' deficit.

In its audit report accompanying the 2011 financial statements,
Stegman & Company, in Baltimore, Maryland, expressed substantial
doubt as to the Company's ability to continue as a going concern.
The independent auditors noted that the Company has experienced
continuing net losses for each of the last four years and as of
Dec. 25, 2011, current liabilities exceeded current assets by
$900,000.


HOSPITAL AUTHORITY OF CHARLTON: Files Schedules of Assets & Debts
-----------------------------------------------------------------
Hospital Authority of Charlton County filed with the Bankruptcy
Court for the Southern District of Georgia its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,436,548
  B. Personal Property            $5,500,750
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,744,700
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $638,667
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $ 2,536,286
                                 -----------      -----------
        TOTAL                     $8,937,298       $4,919,654

A full text copy of the company's assets and liabilities is
available free at:

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

               About Hospital Authority of Charlton

Hospital Authority of Charlton County, Georgia, filed a Chapter 9
petition (Bankr. S.D. Ga. Case No. 12-50305) in Waycross, Georgia,
on April 30, 2012, estimating assets of $10 million to $50 million
and debts of up to $10 million.

The authority owns the Charlton Memorial Hospital in Fall River,
Georgia.  The Charlton Memorial Hospital is a 25-bed critical
access hospital and treats 67,000 patients in its emergency
department each year.  The hospital is/was managed by St.
Vincent's.

The Hospital Authority and the Charlton County are defendants to a
contract suit filed by St. Vincent's Health System, Inc., in
district court (M.D. Fla. Case No. 3:2012cv00285) on March 14,
2012, according to Justia.com.

Bankruptcy Judge John S. Dalis oversees the case.  C. James
McCallar, Jr., Esq., at McCallar Law Firm, serves as the Debtor's
counsel.


HOUGHTON MIFFLIN: Lenders Adjust LIBO Rate to 1.25%
---------------------------------------------------
Houghton Mifflin Harcourt Publishers Company, et al., ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
the First Amendment to the Superpriority Senior Secured Debtor-in-
possession and Exit Term Loan Credit Agreement.

The agreement was entered among the Debtors, Citibank, N.A., as
administrative agent for the lenders and Citibank, N.A., as
collateral agent for the lenders.

Amendments to the credit agreement include, among other things:

   1. The definition of "Adjusted LIBO Rate" is hereby amended by
      deleting "1.50%" appearing in clause(b) thereof and
      inserting in lieu thereof "1.25%."

   2. The definition of Applicable Percentage" is hereby amended
      and restated in its entirety to read as:

        "Applicable Percentage" will mean, (a) in the case of ABR
        Loans, 5.00% per annum and (b) in the case of Eurocurency
        Loans, 6.00% per annum."

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

                       About Houghton Mifflin

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

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

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

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


HOUGHTON MIFFLIN: Wants to Hire Blackstone as Financial Advisor
---------------------------------------------------------------
Houghton Mifflin Harcourt Publishing Company, et al., seek
permission from the Bankruptcy Court to employ Blackstone Advisory
Partners L.P. as their financial advisor.

Since February 2012, Blackstone was retained by the Debtors, on a
prepetition basis to advise on the Debtors' restructuring and
reorganization and capital raising efforts.  Pursuant to the
Engagement Letter, Blackstone will continue to, among other
things:

   (a) assist in the evaluation of the Debtors' businesses and
       prospects;

   (b) assist in the development of the Debtors' long-term
       business plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Debtors' board of directors, various
       creditors and other third parties;

   (d) analyze the Debtors' financial liquidity and evaluate
       alternatives to improve that liquidity; and

    (e) analyze various restructuring scenarios and the potential
        impact of these scenarios on the recoveries of those
        stakeholders impacted by the restructuring.

In May 2012, the Debtors paid Blackstone approximately $4.2
million in fees and expenses as compensation for prepetition
professional services incurred between February 2012 and May 2012
and including those relating to a potential capital raise for the
Debtors, the potential restructuring of the Debtors' debt capital
structure, and the potential commncement of the Chapter 11 cases.

The Debtors have agreed to pay Blackstone in accordance with these
fee structure:

(a) a monthly advisory fee of $175,000 in cash, with the first
    Monthly Fee payable upon the execution of the Retention Letter
    by both parties and additional installments of that Monthly
    Fee payable in advance on the second of each month; provided,
    however, that from and after Aug. 31, 2012, 50% of any Monthly
    Fee will be credited against the Restructuring Fee when and
    if paid;

(b) a capital raising fee for any financing arranged by Blackstone
    Advisory Partners, at the Debtors' request, earned and payable
    upon closing of the financing.  If access to the financing is
    limited by orders of the Court, a proportionate fee will be
    payable with respect to each available commitment;

(c) an additional fee equal to $7,000,000.  Except as otherwise
    provided in the Retention Letter, a restructuring will be
    deemed to have been consummated upon (a) the binding execution
    and effectiveness of all necessary waivers, consents,
    amendments or restructuring agreements between the Debtors and
    their creditors involving the compromise of the face amount of
    those obligations or the conversion of all or part of those
    obligations into alternative securities, including equity, in
    the case of an out-of-court restructuring; or (b) the
    execution, confirmation and consummation of a plan of
    reorganization pursuant to an order of the Court, in the case
    of an in-court restructuring.

(d) upon the consummation of a transaction, a transaction fee
    payable in cash and to be determined in accordance with
    conventional compensation terms for nationally recognized
    investment banking firms; and

(e) reimbursement of all reasonable out-of-pocket expenses
    incurred during the engagement, including, but not limited to,
    travel and lodging, direct identifiable data processing,
    document production, publishing services and communication
    charges.  In connection therewith the Debtors will pay
    Blackstone on the Effective Date and maintain thereafter a
    $25,000 expense advance for which Blackstone will account upon
    termination of the engagement.

The Debtors have agreed to indemnify and hold harmless Blackstone,
its affiliates, from and against any losses, claims, damages,
expenses or liabilities related to, arising out of or in
connection with its retention.

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

                       About Houghton Mifflin

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

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

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

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


HUDSON PRODUCTS: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Beasley,
Texas-based Hudson Products Holdings Inc. to stable from negative
and affirmed the 'B-' corporate credit rating on the company. The
rating on the company's senior secured debt remains 'B-', the same
as the corporate credit rating on the company. The recovery rating
is '3', indicating our expectation of meaningful (50% to 70%)
recovery in the event of default," S&P said.

"The ratings on Hudson reflect our assessment of the company's
'vulnerable' business risk and 'highly levered' financial risk.
The ratings also incorporate the company's exposure to cyclical
end markets, limited scale of operations and relatively small
size, and its aggressive debt leverage. The ratings also reflect
Hudson's leading market share, low maintenance capital spending
requirements, and its 'adequate' liquidity," S&P said.

"We view Hudson's financial risk as 'highly levered', reflecting
its aggressive debt leverage. Our financial risk profile also
incorporates the company's 'adequate' liquidity and our estimate
that it will fund capital spending and working capital investment
through internal cash generation in 2012. Assuming current year
revenue growth of approximately 30% and EBITDA margins of
approximately 18%, we project that Hudson will generate
approximately $40 million of EBITDA in 2012. We believe the
majority of growth in revenue and EBITDA will come from the
company's ACHE business," S&P said.

"Although Hudson maintains a leading market position as a
manufacturer of axial-flow fans and air-cooled heat exchangers,
its markets are somewhat focused. Approximately two-thirds of
total sales are derived from the volatile refining and
petrochemical industries. However, we expect the mix of the
company's end market to change over time as liquefied natural gas
(LNG), oil sands and gas production end markets become an
increasingly larger portion of the company's sales. Over the past
couple of years, the company's ACHE business has been weak and has
not contributed significantly to EBITDA generation. However, the
company's fan business has performed well. Also, the company has
seen recent improvement in its North American ACHE business, which
is supported by the company's improved backlog (which primarily
consists of its ACHE business). As of March 31, 2012, the
company's backlog (which primarily consists of its ACHE business)
was $99.3 million, up from $57.4 million in the prior year period.
The company's higher backlog should drive revenue growth over the
next year. Still, given Hudson's small scale and focused product
lines, Hudson remains exposed to competition from lower cost
manufacturing regions, such as pressure from South Korean
manufacturers in the Middle East ACHE market," S&P said.

"The stable outlook reflects our expectation that Hudson's credit
metrics will improve modestly over the coming months, while
maintaining adequate liquidity. It also reflects our view that
Hudson will remain in compliance with its amended covenants. We
could lower the ratings if liquidity weakens to below $10 million.
We would consider a positive rating action if the company
considerably improves the size and scale of its operations while
maintaining debt leverage below 6.0x," S&P said.


INT'L ENVIRONMENTAL: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
International Environmental Solutions Corporation, dba IES
Corporation filed with the Bankruptcy Court for the Central
District of California its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,300,000
  B. Personal Property           $22,829,244
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,628,707
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $135,197
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,623,349
                                 -----------      -----------
        TOTAL                    $25,129,244      $10,387,254

A full text copy of the company's assets and liabilities is
available free at:

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

                  About International Environmental

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

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


JEDD LLC: Tenn. Real Estate Firm Files for Chapter 11
-----------------------------------------------------
JEDD, LLC, filed a bare-bones Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 12-05701) on June 20, 2012, in Cookeville,
Tennessee.

Jamestown-based JEDD estimated assets and liabilities of $10
million to $50 million as of the Chapter 11 filing.

According to http://www.tnrecprop.com/,JEDD is a Tennessee-based
real estate company offering premier developments with a focus on
recreation and family values.  The Debtor has activity and
developments in Fentress County, including Flat Rock Reserve,
Nichol Creek FARMS, Fortune 7 Homes, Island in the Sky, Concierge
Services, Hunter's Ridge, River Park and Clear Fork.

Paul "Doug" Gates, a co-founder and VP of operations, signed the
Chapter 11 petitoin.  Mr. Gates is also the CEO of Fortune 7,
Inc., owner and operator of three engineering firms specializing
in electrical, microwave and construction engineering.


LAURENTIAN ENERGY: Moody's Assigns 'Ba2' Rating to $48.5MM Bonds
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Laurentian
Energy Authority I, LLC's (LEA) approximate $48.5 million in
outstanding cogeneration revenue bonds series 2005A and 2005B. The
bond proceeds funded the 2005 modification of existing coal-fired
facilities in the cities of Virginia and Hibbing, Minnesota, to
accommodate biomass cogeneration of electric capacity, energy and
steam production. The outlook is negative.

The bonds were initially rated Baa3 by Moody's in October 2005
with a stable outlook. In 2007 Moody's affirmed the ratings and
maintained the stable outlook. Moody's withdrew the bond ratings
in December 2011 as it believed it had insufficient or otherwise
inadequate information to support the maintenance of the rating at
that time.

Ratings Rationale

The Ba2 rating reflects relatively predictable cash flows provided
under a long-term power purchase agreement (PPA) with a high
investment grade offtaker in Northern States Power (NSP)(A3,
Issuer Rating, stable outlook), take-or-pay steam agreements with
two Minnesota public utilities, relative importance of the steam
to the host cities, and above average liquidity.

The assigned rating is tempered by imperfections in the PPA,
relatively weak historical debt service coverage ratios (DSCR),
and the lack of long-term contracted source of biomass supply from
suppliers of unknown credit quality.

The negative outlook reflects recent declining trends in the DSCR
to levels well below initial expectations and the challenging
near-term prospects for improving financial performance.

Strengths:

* Long-term off-take agreement with NSP for capacity and energy
   payments

* Above average liquidity for a project financing

* Regulatory importance to the off-taker

* Demonstrated history of procuring biomass fuel supply to meet
   state mandate

* Generally good, though short biomass/coal operating history

* Importance of project to steam off-takers

Weaknesses:

* Contractual and structural imperfections expose the project to
   volume and price risk for fuel

* Declining trend in debt service coverage ratios

* Punitive penalty regime under the PPA

* Substantially above market price for power

* Potential for future environmental challenges

* The project lacks a rate covenant and there is no distribution
   test

Outlook

The negative outlook reflects recent declining debt service
coverage ratios commensurate with Ba-rated project financings.

What Could Make the Rating Go-Up:

The rating is unlikely to be upgraded in the near-term given the
negative outlook. The outlook could be stabilized should the
project achieve debt service coverage above 1.1x during Moody's
outlook period of twelve -- eighteen months. Other stabilizing
factors could be securing an increased level of long-term biomass
supply contracts or an amendment to the existing PPA with NSP that
improves financial metrics.

What Could Make the Rating Go-Down:

The rating could be downgraded if the DSCR remains below 1.1x for
a sustained period, if the project faces penalties for failing to
meet biomass component of at least 75%, or if operational
challenges arise that result in lower than committed energy
production and subsequent revenue reduction received by the
authority.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.


LDK SOLAR: To Report First Quarter 2012 Results on June 26
----------------------------------------------------------
LDK Solar Co., Ltd., will report financial results for the first
quarter ended March 31, 2012, before the market opens on Tuesday,
June 26, 2012.  The company will host a corresponding conference
call and live webcast at 8:00 a.m. Eastern Time (ET) the same day.

To listen to the live conference call, please dial 877-941-1427
(within U.S.) or 480-629-9664 (outside U.S.) at 8:00 a.m. ET on
June 26, 2012.  An audio replay of the call will be available
through July 10, 2012, by dialing 800-406-7325 (within U.S.) or
303-590-3030 (outside U.S.) and entering the pass code 4545213#.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic
of China, is a vertically integrated manufacturer of photovoltaic
products, including high-quality and low-cost polysilicon, solar
wafers, cells, modules, systems, power projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report
there is substantial doubt on the ability of LDK Solar Co., Ltd.
to continue as a going concern.  According to KPMG, the Group has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio under
a long-term debt agreement as of Dec. 31, 2011.  These conditions
raise substantial doubt about the Group's ability to continue as a
going concern.

The Company's balance sheet at Dec. 31, 2011, showed US$6.85
billion in total assets, US$6 billion in total liabilities,
$219.69 million in redeemable non-controlling interests, and
US$624.92 million in total equity.


LIFECARE HOLDINGS: Stuart Archer Named Chief Operating Officer
--------------------------------------------------------------
LifeCare Holdings, Inc., through its subsidiary, LifeCare
Management Services, L.L.C., appointed Stuart Archer, age 37, as
Chief Operating Officer of the Company.  Mr. Archer will assume
the position effective as of July 9, 2012.  Since 2010, Mr. Archer
has served as Senior Vice President of Market Development at LHC
Group, Inc.  Prior to assuming that role, Mr. Archer served in
various other positions at LHC Group from 2003 to 2010, including
Divisional Vice President of Hospice and Facility Based Services
from 2009 to 2010 and Divisional Vice President of Facility Based
Services from 2006 to 2009.  In connection with his appointment as
the Company's Chief Operating Officer, LifeCare Management entered
into an employment agreement with Mr. Archer.

Mr. Archer's employment agreement provides for an initial term of
one year, subject to automatic one year renewals thereafter unless
the agreement is terminated in accordance with its terms.
Pursuant to the employment agreement, Mr. Archer is entitled to
receive an annual base salary of $350,000 and is eligible for an
annual bonus based on achievement of performance objectives
established by the Board of Directors of the Company.  The target
amount of the annual bonus is 60% of Mr. Archer's base salary,
with the potential to earn up to 100% of his base salary.  Mr.
Archer's annual bonus is not guaranteed and is at the discretion
of the Board.  In accordance with his employment agreement, Mr.
Archer will also receive a $100,000 sign-on bonus on July 19,
2012.  The employment agreement also provides for Mr. Archer to
receive certain other benefits, including participation in
employee welfare benefit plans, paid leave and expense
reimbursements.

If Mr. Archer is terminated other than for cause or resigns
voluntarily for good reason, he will be entitled to receive
continued salary and bonus for one year, with the amount of the
annual bonus equal to the lesser of 60% of Mr. Archer's base
salary in effect on the date of termination or the annual bonus
paid to him in respect of the immediately preceding fiscal year.
However, if Mr. Archer is terminated other than for cause or
resigns voluntarily for good reason within twelve months following
a change of control, Mr. Archer shall instead be entitled to
receive (i) base salary earned but not paid through the date of
termination, (ii) any bonus compensation awarded for the fiscal
year preceding that in which termination occurs, but is unpaid as
of the date of termination, (iii) a lump sum payment equal to the
Mr. Archer's current base salary and (iv) a lump sum payment equal
to the Termination Bonus.  Mr. Archer will also be entitled to
certain other benefits, including continued medical and dental
insurance coverage for up to twelve months, following his
termination.  Mr. Archer will be subject to non-competition, non-
solicitation and certain confidentiality provisions for a period
of one year following the termination of his employment.

On June 6, 2012, the Board increased its size from six to seven
members and appointed Richard Newsted as a director, effective
immediately.  Mr. Newsted will receive cash compensation for his
service as a director in the amount of $20,000 per quarter.  The
Company expects that Mr. Newsted will be appointed as a member of
the Company's audit committee.

                      About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

The Company reported a net loss of $34.83 million in 2011,
compared with net income of $2.63 million on $358.25 million in
2010.

The Company's balance sheet at March 31, 2012, showed
$495.99 million in total assets, $546.90 million in total
liabilities, and a $50.91 million total stockholders' deficit.

                          *     *     *

LifeCare Holdings carries "Caa1" corporate family and probability
of default ratings, with negative outlook, from Moody's Investors
Service and a 'CCC-' corporate credit rating, with negative
outlook from Standard & Poor's Ratings Services.

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.

As reported by the TCR on May 26, 2011, Standard & Poor's Rating
Services affirmed its 'CCC-' corporate credit rating and its
senior subordinated debt rating on Plano, Texas-based LifeCare
Holdings Inc.  "The low-speculative-grade rating on LifeCare
reflects its narrow focus in a competitive business heavily
reliant on uncertain Medicare reimbursement," said Standard &
Poor's credit analyst David Peknay, "and its highly leveraged
financial risk profile highlighted by very weak cash flow
protection measures, slim liquidity, and very high debt level."

In the June 6, 2012, edition of the TCR, Moody's downgraded
LifeCare Holdings, Inc.'s corporate family rating to Caa3 and
probability of default rating to Ca.  The downgrade of the
corporate family rating to Caa3 reflects heightened refinancing
risk, an untenable capital structure, and interest burden that is
not covered by cash flows generated from the company's ongoing
operations. Moody's believes LifeCare will need to address its
entire capital structure in the next twelve months which is
reflected in the Ca probability of default rating.


LIGHTSQUARED INC: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the U.S. trustee for
the Southern District of New York on Wednesday told the bankruptcy
judge overseeing LightSquared Inc.'s bankruptcy that she was
unable to appoint an official committee of unsecured creditors in
the case due to lack of interest.  U.S. Trustee Tracy Hope Davis
reserves her right to appoint a committee in the future.

                        About LightSquared

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

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

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

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

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

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

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

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

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


LIQUIDMETAL TECHNOLOGIES: B. Visser Owns 25.6% of Class A Shares
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Barney D. Visser and his affiliates disclosed
that, as of June 1, 2012, they beneficially own 52,870,307 shares
of Class A common stock of Liquidmetal Technologies, Inc.,
representing 25.6% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/5iNj33

                   About Liquidmetal Technologies

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

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

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


MADISON 92ND: Court Approves Neiger LLP as General Counsel
----------------------------------------------------------
Madison 92nd Street Associates LLC sought and obtained approval
from the U.S. Bankruptcy to employ Neiger LLP as general counsel
for the Debtor.

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  Cushman & Wakefield Sonnenblick Goldman, LLC
serves as financial advisors.  It scheduled $84,471,069 in assets
and $75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.  Thomas R. Slome, the examiner, tapped his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel.

As reported by the Troubled Company Reporter on May 30, 2012, the
Debtor sold the hotel for $82 million cash to an affiliate of RLJ
Lodging Trust pursuant to the plan confirmation order signed on
May 25.  RLJ is a real estate investment trust with 140 hotel
properties.  It is expected, but not guaranteed, that the net sale
proceeds will be sufficient to pay all creditors in full.

The Court authorized the Debtor to sell substantially all of the
estate's real estate assets in an auction led by CIM Group
Acquisitions, LLC.


MONEY TREE: Chapter 11 Trustee Hires Christian & Small as Counsel
-----------------------------------------------------------------
S. Gregory Hays, the chapter 11 bankruptcy trustee appointed in
the case of Small Loans Inc., asks the Bankruptcy Court to
authorize the retention of Christian & Small, LLP, as his counsel
as of May 1, 2012.

The professional services that Christian & Small will render to
the Chapter 11 Trustee may include, but will not be limited to,
the following:

    (i) advise the Trustee with respect to the Trustee's powers
        and duties as a chapter 11 trustee in the continued
        management and operation of the Debtors' business and
        properties;

   (ii) attend meetings and negotiate with representatives of
        creditors and other parties in interest;

  (iii) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of causes of
        action owned by the Debtors, the defense of any action
        commenced against the Debtors, and objections to claims
        filed against the estates;

   (iv) prepare on behalf of the Trustee all motions,
        applications, answers, orders, reports, and papers
        necessary to the administration of the estates;

    (v) negotiate and prepare on the Trustee's behalf any plans of
        reorganization, disclosure statements, and all related
        agreements and/or documents, and take any necessary action
        on behalf of the Trustee to obtain confirmation of plans;

   (vi) advise the Trustee in connection with any potential sale
        of assets;

  (vii) appear before this Court and any appellate courts, and
        protect the interests of the Debtors' estates before such
        Courts;

(viii) advise the Trustee regarding the maximization of value of
        the estates for their creditors; and

   (ix) perform all other necessary legal services and provide all
        other necessary legal advice to the Trustee in connection
        with these chapter 11 cases.

The Firm will request compensation on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges the
Firm incurs.  Christian & Small will charge hourly rates to the
Trustee that are consistent with the rates charged by Christian &
Small in bankruptcy and nonbankruptcy matters of this type.  These
rates are:

         Senior Partners           $360/hour
         Junior Partners           $325/hour
         Associates                $250/hour
         Paralegals                $110/hour

Daniel D. Sparks, Esq., assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,

The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow,
P.C., serves as the Debtors' counsel.  The Debtors hired Warren,
Averett, Kimbrough & Marino, LLC, as restructuring advisors.

Money Tree's consolidated balance sheet reported $34,859,189 in
assets, $92,655,010 in liabilities, and $57,795,821 in total
stockholders' deficit.  The Money Tree Inc. disclosed $73,413,612
in assets and $73,050,785 in liabilities as of the Chapter 11
filing.  The petitions were signed by Biladley D. Bellville,
president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

Greenberg Traurig, LLP represents the official committee of
unsecured creditors for the Debtors.  The Committee tapped HGH
Associates LLC as its accountants and financial advisors.


MONEY TREE: Chapter 11 Trustee Seeks to Hire Hays as Accountant
---------------------------------------------------------------
S. Gregory Hays, the chapter 11 bankruptcy trustee appointed for
Small Loans, Inc., asks the Bankruptcy Court for authorization to
retain Hays Financial Consulting, LLC, as accountants as of May 1,
2012.

The Chapter 11 expects Hays Consulting:

    (a) to advise and assist the Trustee and his attorneys in
        connection with an investigation of the affairs of the
        Debtors;

    (b) to advise and assist the Trustee and his attorneys with
        the accounting and operational issues in connection with
        on-going business operations;

    (c) to advise and assist the Trustee and other professionals
        employed by the Trustee with regard to the preparation and
        filing of any and all tax returns which may be required;

    (d) to provide support and assistance with regard to the
        proper receipt, disbursement and accounting for funds and
        other property of the estate;

    (e) to review, analyze and report to the Trustee and his
        legal counsel with regard to any financial reports;
        information or data concerning the administration of this
        case; the liquidation of assets; the collection of
        accounts receivable owed to the Debtors; and the
        enforcement and collection of any claims, including,
        without limitation, claims for preferences, fraudulent
        conveyances, and other transfers avoidable under the
        Bankruptcy Code, improper disposal of assets, and other
        claims of recovery granted to the Debtors' estates;

    (f) to provide assistance and advice with regard to the
        preservation, maintenance, and management of assets of the
        Debtors, and the advantageous disposition of any assets of
        the Debtors;

    (g) to perform any other services that may be required as
        accountants for the Trustee to assist his attorneys in
        the performance of the Trustee's duties and exercise of
        the Trustee's rights and powers under the Bankruptcy Code.

The standard hourly rates of the firm's professionals are:

         Managing Director                     $300-$360
         Director                              $200-$300
         Manager                               $150-$225
         Associates/Senior Associates          $125-$175

S. Gregory Hays, assures the Court the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,

The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow,
P.C., serves as the Debtors' counsel.  The Debtors hired Warren,
Averett, Kimbrough & Marino, LLC, as restructuring advisors.

Money Tree's consolidated balance sheet reported $34,859,189 in
assets, $92,655,010 in liabilities, and $57,795,821 in total
stockholders' deficit.  The Money Tree Inc. disclosed $73,413,612
in assets and $73,050,785 in liabilities as of the Chapter 11
filing.  The petitions were signed by Biladley D. Bellville,
president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

Greenberg Traurig, LLP represents the official committee of
unsecured creditors for the Debtors.  The Committee tapped HGH
Associates LLC as its accountants and financial advisors.


MONEY TREE: Chapter 11 Trustee Wants to Hire Broker to Sell Plane
-----------------------------------------------------------------
S. Gregory Hays, the chapter 11 bankruptcy trustee appointed for
Small Loans, Inc., asks the Bankruptcy Court for an order
authorizing the retention of International Aviation Marketing,
Inc., as the Trustee's aircraft broker for the purpose of selling
a 1975 Beechcraft B58 Baron N7262R SN: TH-579 airplane.  The
Trustee asks the Court to auhorize and approve the sale of the
Aircraft to any third party buyer so long as the price paid by the
buyer nets at least $90,000 to the estates.

The Chapter 11 Trustee wants the Court to approve International
Aviation's employment and set the terms under which the Trustee
may sell the Aircraft so that the Trustee does not have to come
back to this Court again once the Trustee finds a buyer for the
Aircraft.  The principal reason for this request is that a buyer
may not want to wait 21 days for sale approval and may discount
its offer if the buyer faces competitive bidding in court.

The Chapter 11 Trustee proposes to enter into an agreement with
International Aviation whereby the Firm will be paid a success fee
equal to 5% of the gross price paid for the Aircraft.  The Trustee
further proposes to reimburse International Aviation for its
actual and necessary expenses in an amount not to exceed $7,500 so
long as the price for which the Aircraft is sold nets at least
$90,000 for the estates.  The estates may incur these expenses for
fuel, a pilot for moving the Aircraft, and for test flights.
Flight insurance will also be provided by the broker, which is not
currently in place for the Aircraft.  This compensation is
consistent with the fees charged by International Aviation in
bankruptcy and non-bankruptcy matters of this type.

The professional services that International Aviation will render
may include, but are not limited to:

    (a) identifying and contacting potential purchasers who may be
        interested in buying the Aircraft;

    (b) managing the sale process and assisting the Trustee In
        closing any sale transaction.

The Trustee has communicated with various aircraft brokers and
potential buyers regarding a sale of the Aircraft.  The Aircraft
is a 1975 Beechcraft B58 Baron N7262R SN: TH-579 with 3,000 hours
of total time since new, 38 hours since a major overhaul of the
left engine, 874 hours since a factory remanufacture of the right
engine, and 1,400 hours since certain propeller overhauls were
performed.

International Aviation has suggested an initial list price for the
Aircraft in the amount of $145,000 while another aircraft broker
consulted by the Trustee has suggested a lower initial list price
in the amount of $129,000.  The Debtors have indicated to the
Trustee that hey attempted to sell the Aircraft prior to filing
bankruptcy at an asking price of $139,000 but received no offers.
The Trustee received a cash offer from one broker for $90,000.

Based on the Trustee's consultations with International Aviation
and other aircraft brokers, the Trustee has determined that a sale
of the Aircraft which nets at least $90,000 for the estates is
reasonable and will maximum the value of the Aircraft to the
estates.  The Trustee proposes accepting the best offer from the
broker and seeking Committee approval before selling the Aircraft.
Selling the Aircraft at a price which results in the estates
receiving net sales proceeds in this amount will give
International Aviation the flexibility necessary to insure a sale
of the Aircraft while also providing a sufficient return to the
estates for the value of the Aircraft.  Any sale of the Aircraft
will be the result of an arm's-length transaction between the
Trustee and the buyer and the Trustee will accept whichever offer
results in the maximum return to the estates. The Trustee reserves
the right to sell the Aircraft, in the Trustee's sound business
judgment, to International Aviation or any other aircraft broker
consulted by the Trustee so long as the amount of the net sale
proceeds received by the estates is at least $90,000.00 and the
Committee approves the sale.

The Chapter 11 Trustee's decision to sell the Aircraft is amply
supported by a sound business purpose.  The Trustee has determined
that the Debtors have listed the Aircraft for sale for the last
two years and that the Aircraft has only been used for a total of
six hours during that same time period.  In other words, the
Aircraft is clearly not necessary for the Debtors' business
operations and it should be sold for the benefit of the Debtors'
creditors.  For this reason, the Trustee submits that he has
demonstrated a sound business justification and otherwise meets
the requirements for a sale of the Aircraft outside the ordinary
course of business.

                       About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,

The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow,
P.C., serves as the Debtors' counsel.  The Debtors hired Warren,
Averett, Kimbrough & Marino, LLC, as restructuring advisors.

Money Tree's consolidated balance sheet reported $34,859,189 in
assets, $92,655,010 in liabilities, and $57,795,821 in total
stockholders' deficit.  The Money Tree Inc. disclosed $73,413,612
in assets and $73,050,785 in liabilities as of the Chapter 11
filing.  The petitions were signed by Biladley D. Bellville,
president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

Greenberg Traurig, LLP represents the official committee of
unsecured creditors for the Debtors.  The Committee tapped HGH
Associates LLC as its accountants and financial advisors.


MONTPELIER RE: Fitch Retains 'BB+' Rating on $150-Mil. Securities
-----------------------------------------------------------------
Fitch Ratings affirmed the 'A-' Insurer Financial Strength (IFS)
rating of Montpelier Reinsurance Ltd. (Montpelier Re), the
principal (re)insurance operating subsidiary of Montpelier Re
Holdings Ltd (Montpelier).  The Rating Outlook remains Positive.

Fitch observes that the company reported very good results in the
first quarter of 2012 that were driven by a strong combined ratio
of 58.9%, which benefited from light catastrophe losses during the
period.  The company's reported $107 million of net earnings in
1Q12, which nearly offsets the $124 million loss reported for the
full year 2011, when record high international catastrophe losses
hurt Montpelier's results, along with most other global
reinsurers.

Fitch notes favorably that despite Montpelier's 2011 operating
loss, capital ratios (such as net premium to equity and assets to
equity) consistently remained well within tolerances for the
current rating level.  Fitch expects this trend to continue for
the foreseeable future.

Montpelier's ratings reflect the company's solid operating
performance and internal capital generation over the past several
years.  Montpelier's ratings also recognize Montpelier's
significant exposure to earnings and capital volatility derived
from its property catastrophe reinsurance products, most recently
evidenced by the company's roughly $352 million of combined
catastrophe losses in 2011, including approximately $250 million
from the Japanese and New Zealand earthquake events.

Fitch believes that Montpelier uses sound risk management
processes to manage its exposure to potential catastrophe-related
losses by geographic zone and relative to its capital base.  Fitch
observes that the company's share of global catastrophe losses
over the last several years has been manageable and consistent
with levels that might be expected from a reinsurer of
Montpelier's size and focus.  This performance lends confidence in
Montpelier's approach to risk management.

Montpelier's low underwriting and asset leverage enable the
company to preserve capital during periods that include
underwriting and capital market volatility.  Fitch views
Montpelier's balance sheet risk as relatively modest.  The
company's investment portfolio is dominated by highly rated fixed
income investments that fared well during periods of capital
market volatility.  There is relatively little risk of significant
adverse loss development from the company's largely short-tail
underwriting liabilities.

The Positive Rating Outlook reflects Montpelier's solid long term
operating performance and the projected benefits of moderate
expected pricing improvement in Montpelier's core catastrophe and
other short tail specialty reinsurance lines.  The Positive
Outlook also recognizes the company's increasingly less volatile
operating profile relative to comparably rated peers.

Key rating triggers that could result in a ratings upgrade include
a return to strong overall profitability in 2012, driven by good
underwriting results that approximate the company's average
combined ratio of approximately 86% since 2007.  This assumes that
the industry experiences levels of catastrophe losses that
approach historical norms in 2012.

Such a performance would be viewed favorably if it included a
significant positive earnings contribution from Montpelier's
Lloyd's Syndicate 5151.  Fitch would view this result as an
indication that diversifying specialty (re)insurance lines could
become an increasingly stabilizing factor in Montpelier's overall
operating profile going forward.

If these favorable trends were to transpire and Montpelier's
overall risk-adjusted capital strength as measured by the
company's internal stochastic modeling results and traditional
operating leverage ratios continued to approximate current levels
while loss reserve development remained favorable or neutral,
Fitch could upgrade Montpelier's ratings.

Key rating triggers that could result in a ratings downgrade
include weakening of overall risk-adjusted capital strength as
measured by the company's internal stochastic modeling results and
traditional operating leverage ratios with underwriting leverage
(measured by traditional premiums written to equity ratios)
increasing to levels at or above 1.0 times (x).

Fitch could also downgrade the company's ratings if Montpelier
were to suffer catastrophe losses that were unfavorably
inconsistent with its own internally modeled results or that
resulted in earnings and/or capital declines that were
significantly worse than comparably rated peers.

Fitch has affirmed the following ratings with a Positive Rating
Outlook:

Montpelier Re Holdings Ltd

  -- Issuer Default Rating (IDR) at 'BBB+';
  -- $228,000,000 6.125% senior notes due Aug. 15, 2013 at 'BBB'.
  -- $150,000,000 8.875% non-cumulative perpetual preferred
     securities at 'BB+.'

Montpelier Reinsurance Ltd.

  -- Insurer Financial Strength Rating (IFS) at 'A-'.

Montpelier Capital Trust III

  -- $100,000,000 floating rate trust preferred securities due
     March 30, 2036 at 'BB+.'


MORTGAGES LTD: Greenberg, Quarles to Pay Investors $88 Million
--------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that Greenberg Traurig
LLP agreed to pay $61 million Wednesday to settle claims that it
aided an alleged Ponzi scheme that bankrupted Mortgages Ltd. and
Radical Bunny LLC, and led to $900 million in losses when the real
estate bubble popped, while a $26.5 million settlement with
Quarles & Brady LLP earned preliminary approval.

                        About Mortgages Ltd.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.  Central
& Monroe LLC and Osborn III Partners LLC, divisions of Grace
Communities, sought the appointment of an interim trustee for
Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.

The Debtor's case was converted to a chapter 11 proceeding (Bankr.
D. Ariz. Case No. 08-07465) on June 24, 2008.  Judge Sarah
Sharer Curley presided over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.

Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009.  As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio.  The original investors for the most part
transferred their interests to 49 separate Loan LLC's.  A number
of investors, referred to as "pass through investors" did not
transfer their interests.  As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.


MOUNTAIN PROVINCE: Gets Conditional Approval for Kennady Listing
----------------------------------------------------------------
Mountain Province Diamonds Inc. has received the conditional
approval of the TSX Venture Exchange for the listing of Kennady
Diamonds Inc.  The listing of Kennady Diamonds is being sought as
part of the previously announced plan of arrangement, pursuant to
which the Company will transfer the wholly-owned Northwest
Territories diamond property, the Kennady North project, to
Kennady Diamonds.

Mountain Province President and CEO, Patrick Evans, said: "We
expect to satisfy the remaining conditions prior to the end of
June, following which we will set the record date (the date
established for the purposes of determining the Mountain Province
shareholders entitled to receive the distribution of Kennady
Diamonds shares), the effective date (the date on which the
Arrangement will become effective), and listing date (the date on
which the shares of Kennady Diamonds will commence trading)."

Upon completion of the Arrangement, Mountain Province will
transfer the Kennady North property and working capital in the
amount of C$3M to Kennady Diamonds.  Mountain Province will
distribute 100 percent of the shares of Kennady Diamonds to
Mountain Province shareholders on the basis of one Kennady Diamond
share for every five shares of Mountain Province held by
shareholders on the record date.

Patrick Evans added: "The proposed spin-out of Kennady North is
intended to deliver greater value to Mountain Province
shareholders by unlocking the value of this highly prospective
Canadian diamond project.  The transaction will also enable
Mountain Province to focus on its flagship Gahcho Ku‚ JV with De
Beers while Kennady Diamonds focuses on advancing the 123 square-
kilometer Kennady North project."

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

The Company's balance sheet at March 31, 2012, showed
C$66.84 million in total assets, C$13.13 million in total
liabilities, and C$53.70 million in total shareholders' equity.

The Company reported a net loss of C$11.53 million for the year
ended Dec. 31, 2011, compared with a net loss of C$14.53 million
during the prior year.

For the year ended Dec. 31, 2011, KPMG LLP, in Toronto, Canada,
noted that the Company has incurred a net loss in 2011 and expects
to require additional capital resources to meet planned
expenditures in 2012 that raise substantial doubt about the
Company's ability to continue as a going concern.


MUNICIPAL MORTGAGE: C. Baum and M. Joseph Elected to Board
----------------------------------------------------------
Municipal Mortgage & Equity, LLC, held its annual meeting of
shareholders on June 11, 2012.  At that meeting, the shareholders
of the Company elected Charles C. Baum and Mark K. Joseph to the
Board of Directors for a three year term, approved the amendment
and restatement of the Company's amended and restated certificate
of formation and operating agreement and ratified the appointment
of KPMG, LLP, as independent registered public accountant for the
year ending 2012.

                      About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

Municipal Mortgage reported a net loss of $18.81 million in 2011,
compared with a net loss of $72.45 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.83
billion in total assets, $1.12 billion in total liabilities and
$714.15 million in total equity.

For 2011, KPMG LLP, in Baltimore, Maryland, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has been
negatively impacted by the deterioration of the capital markets
and has liquidity issues which have resulted in the Company having
to sell assets and work with its creditors to restructure or
extend its debt arrangements.

                         Bankruptcy Warning

The Company said in its 2011 annual report that although the
Company has been able to extend, restructure and obtain
forbearance agreements on various debt and interest rate swap
agreements, these extensions, restructurings and forbearance
agreements are generally short-term in nature and do not by
themselves provide a viable long-term solution to the Company's
liquidity issues.  If the Company is not able to negotiate other
arrangements, the Company will not be able to pay the interest on
certain of its subordinate debt following the rate increases that
are scheduled to occur in April and May of 2012.  The Company's
future cash flows are not expected to be sufficient to satisfy the
overall debt service required under the subordinate debt following
such increases, and the Company would be unable to repay the
indebtedness if the subordinate debt were accelerated.

In the event management is not successful in restructuring or
settling its remaining non-bond related debt, or if the bond
portfolio net interest income and the common equity distributions
the Company receives from its subsidiaries are substantially
reduced, the Company may have to consider seeking relief through
reorganization under the U.S. Bankruptcy Code.


NAVISTAR INTERNATIONAL: Board Adopts Stockholder Rights Plan
------------------------------------------------------------
Navistar International Corporation's Board of Directors has
adopted a Stockholder Rights Plan and declared a dividend of one
right on each outstanding share of Navistar common stock.

The Plan is designed to deter coercive takeover tactics including
the accumulation of shares in the open market or through private
transactions and to prevent an acquiror from gaining control of
the Company without offering a fair and adequate price to all of
the Company's stockholders.

Pursuant to the Plan, one preferred stock purchase right will be
distributed as a dividend on each share of the Company's common
stock held of record as of the close of business on June 29, 2012.

Each right initially will entitle stockholders to buy a unit
representing one one-thousandth of a share of a new series of
preferred stock of the Company for $140.00.  The rights generally
will be exercisable only if a person or group acquires beneficial
ownership of 15% or more of the Company's common stock or
commences a tender or exchange offer upon consummation of which
such person or group would beneficially own 15% or more of the
Company's common stock.  If a person or group acquires beneficial
ownership of 15% or more of the Company's common stock, each right
(other than rights held by the acquiror) will, unless the rights
are redeemed by the Company, become exercisable upon payment of
the exercise price of $140.00 for common stock of the Company
having a market value of twice the exercise price of the right.

The rights may be redeemed by the Company for $0.001 per right at
any time until the tenth business day following the first public
announcement of the acquisition of beneficial ownership of 15% of
the Company's common stock.

The Plan exempts any person or group owning 15% or more of the
Company's common stock as of the time of the first public
announcement of the Rights Plan, but only for so long as such
person or group does not become the beneficial owner of any
additional shares of common stock (including through derivatives).

The rights will expire on June 18, 2013.

More details about the Rights Plan are available for free at:

                        http://is.gd/Nk65iL

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Jan. 31, 2012, showed
$11.50 billion in total assets, $11.69 billion in total
liabilities, and a $195 million total stockholders' deficit.

                           *     *     *

Navistar has 'B1' Corporate Family Rating and Probability of
Default Rating from Moody's Investors Service.

Moody's said in summary credit opinion at the end of April 2012
that the B1 Corporate Family Rating of Navistar International
reflects the company's highly competitive position in the North
American medium and heavy duty truck markets, and the continuing
recovery in demand. It also reflects the progress Navistar
continues to make in implementing a strategy that should reduce
its vulnerability to cyclical downturns and strengthen returns.
The key elements of this strategy include: expanding its scale and
operating efficiencies by offering a full line of medium and
heavy-duty trucks equipped with Navistar engines; building its
position in international truck and engine markets through
alliance and joint ventures; and, strengthening its domestic
dealer network.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.

"The downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.


NEOMEDIA TECHNOLOGIES: Sells $450,000 Debenture to YA Global
------------------------------------------------------------
NeoMedia Technologies, Inc., entered into an agreement to issue
and sell a secured convertible debenture to YA Global Investments,
L.P., in the principal amount of $450,000.  The closing of the
transaction was held on June 1, 2012.  In addition to the
Debenture, the Company also issued a warrant to the Buyer to
purchase 1,000,000 shares of the Company's common stock, par value
$0.001 per share, for an exercise price of $0.15 per share.

The Debenture will mature on Aug. 1, 2013, and will accrue
interest at a rate equal to 9.5% per annum and such interest will
be paid on the Maturity Date in cash or, provided that certain
Equity Conditions are satisfied, in shares of Common Stock at the
applicable Conversion Price.  At any time, the Buyer will be
entitled to convert any portion of the outstanding and unpaid
principal and accrued interest thereon into fully paid and non-
assessable shares of Common Stock at a price equal to the lesser
of $0.10 and 95% of the lowest volume weighted average price of
the Common Stock during the 60 trading days immediately preceding
each conversion date.

In connection with the Agreement, the Company also entered into
those certain Irrevocable Transfer Agent Instructions with the
Buyer, an escrow agent and World Wide Stock Transfer, LLC, the
Company's transfer agent.

The Company will not affect any conversion, and the Buyer will not
have the right to convert any portion of the Debenture to the
extent that after giving effect to that conversion, the Buyer
would beneficially own in excess of 9.99% of the number of shares
of Common Stock outstanding immediately after giving effect to
such conversion, except for not less than 65 days prior written
notice from the Buyer.

The Company will have the right to redeem a portion or all amounts
outstanding in the Debenture via Optional Redemption by paying the
amount equal to the principal amount being redeemed plus a
redemption premium equal to 10% of the principal amount being
redeemed, and accrued interest.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.

The Company reported a net loss of $849,000 in 2011, compared
with net income of $35.09 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$7.88 million in total assets, $236.06 million in total
liabilities, all current, $4.84 million series C convertible
preferred stock, $989,000 series D preferred stock, and a
$234 million total shareholders' deficit.


NORTH AMERICAN ENERGY: Moody's Confirms 'B3' CFR; Outlook Negative
------------------------------------------------------------------
Moody's Investors Service confirmed North American Energy
Partner's (NAEP) B3 Corporate Family Rating (CFR), and Caa1 senior
unsecured notes rating. The outlook was changed to negative from
rating under review for downgrade. The Speculative Grade Liquidity
rating was changed to SGL-3 from SGL-4. This concludes the review
of NAEP, which was initiated on March 2, 2012.

"The confirmation reflects NAEP's improved liquidity and new
contract structure with Canadian Natural Resources, which should
result in improved profitability in its oil sands business," said
Terry Marshall, Moody's Senior Vice President. "However, NAEP
needs to show that it can consistently maintain contracts that
enable the realization of margins sufficient to fund its
maintenance and growth capital, and interest expense."

Upgrades:

  Issuer: North American Energy Partners, Inc.

     Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
     SGL-4

     Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4,
     62% from LGD4, 63%

Outlook Actions:

  Issuer: North American Energy Partners, Inc.

     Outlook, Changed To Negative From Rating Under Review

Confirmations:

  Issuer: North American Energy Partners, Inc.

      Probability of Default Rating, Confirmed at B3

      Corporate Family Rating, Confirmed at B3

     Senior Unsecured Regular Bond/Debenture, Confirmed at Caa1

Rating Rationale

The B3 Corporate Family Rating is constrained by NAEP's
concentration in the Canadian oil sands sector, reliance on
relatively few customers that have the ability to unexpectedly
defer and change the work performed by NAEP, poor contract
management and a weak negotiating position, and high maintenance
capex requirements. The B3 rating is supported by the company's
long-standing customer relationships as a reliable service
provider in the oil sands mining sector and the successful
contract re-negotiation with CNRL.

The C$225 million senior unsecured notes are rated Caa1, one notch
below the CFR, reflecting the priority ranking of the company's
secured C$60 million bank term loan and C$85 million revolving
credit facility.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity. Moody's expects that NAEP will produce positive free
cash flow of about C$35 million in the fiscal year ending March
31, 2013. As of March 31, 2012 the company had C$20 million drawn
and C$15 million in letters of credit outstanding on its C$85
million revolving credit facility due October 2013, which was
reduced from C$105 million on April 2012 from the assets sold to
CNRL, leaving approximately C$50 million available. Moody's
expects NAEP to be in compliance under its senior leverage ratio
(maximum 2.0x) and current ratio (minimum 1.25x) covenants, but
breach the interest coverage ratio covenant (minimum 2.0x,
stepping up to 2.25x on December 31, 2012 and 2.5x on March 31,
2013) in calendar 2012, absent renegotiation of this covenant.
Alternate liquidity is limited.

The negative outlook reflects poor contract management, which may
lead to lower than anticipated earnings and free cash flow, and
the likelihood that NAEP will breach its interest coverage
covenant in calendar 2012 and require a waiver or amendment to its
credit agreement. The outlook could be changed to stable when it
appears that NAEP will be able to consistently perform profitably
under its contracts and comfortably comply with all of its
covenants for a period of at least 12 to 15 months. The rating
could be raised if it appears that NAEP is able to maintain
margins under its contracts such that it appears the EBITDA margin
will be sustainable above 15% and debt to EBITDA is sustainable
below 4x. The rating could be downgraded if it appears that
liquidity is constrained and will be insufficient to meet the
company's anticipated needs over the succeeding 12 to 15 month
period.

The principal methodology used in rating North American Energy was
the Global Oilfield Services Industry Methodology published in
December 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009. Please see the Credit Policy page
on www.moodys.com for a copy of these methodologies.

North American Energy Partners Inc. (NAEP), headquartered in
Calgary, Alberta, primarily serves the Canadian oil sands sector
through its Heavy Construction and Mining segment.


OTERO COUNTY: Plan Confirmation Hearing Scheduled Aug. 3
--------------------------------------------------------
The U.S. Bankruptcy Court District of New Mexico will convene a
hearing on Aug. 3, 2012, to consider the confirmation of Otero
County Hospital Association, Inc.'s Third Amended Plan of
Reorganization dated June 20, 2012.

The Court previously approved the third amended disclosure
statement with conditions.  The Debtor was directed to file an
amended disclosure statement that contains these
changes/additions, among other things:

   1. a chart describing the names, the nature of claims, and the
      amount of claim for each personal injury tort claimant based
      on information in the claims filed of record -- so if claim
      is "unliquidated" that is sufficient for purposes of the
      chart; and

   2. amend the DS to describe the rationale for the separate
      classification of trade claims and personal injury claims
      described on Ex B and any other personal injury claims not
      on Exh B; and rationale for including the East claim as part
      of the class of claims where the creditor's recourse, if the
      plan is confirmed, is solely against the trust; and

The Debtor will serve the Amended Disclosure Statement and plan by
June 25, and publish the confirmation notice by July 2.

Additionally, the Court set these deadlines:

   July 26           Voting and objection to confirmation

   Aug. 1            Response to confirmation objection

   July 2            Filing any stipulation for temporary
                     allowance of claims for voting purposes, or
                     to file a motion for temporary allowance of
                     claims

   July 12           Objections to any stipulation or motion for
                     temporary allowance of claim

   July 31           Confirmation brief (if any) and tally of
                     ballots/solicitation results

According to the Disclosure Statement for the Third Amended Plan,
the Plan will resolve the Trust Personal Injury Claims on a
consensual basis; resolve all issues between the Debtor and Quorum
Health Resources, LLC well as the Debtor and Nautilus Insurance
Company 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 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.  The Debtor has estimated that
it will raise $50 million in Exit Financing and that amount will
be sufficient to fund the Plan as well as the Debtor's operations.
If the Debtor is able to obtain more Exit Financing than
projected, it may be able to accelerate some of the installment
payments due under the Plan, including payments to the Trust
Personal Injury Claimants and the holders of general unsecured
claims, however, any acceleration will be at the discretion of the
Debtor.

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

      http://bankrupt.com/misc/OTEROCOUNTY_3rdAmendedDS.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.


OTERO COUNTY: Jefferies & Co. Approved to Arrange Exit Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court District of New Mexico authorized Otero
County Hospital Association, Inc., to enter into agreement with
Jefferies & Company, Inc. to arrange exit financing for the
Chapter 11 Plan and the Reorganized Debtor.

The Debtor related that the Plan contemplates that it will obtain
exit financing in order to, among other things, refinance existing
debt obligations, make the payments contemplated by the Plan, and
provide working capital for the Debtor after it has been
reorganized.

Accordingly, on May 25, 2012, the Debtor entered into an agreement
with Jefferies to arrange the Exit Financing for the Reorganized
Debtor.  Jefferies will act as the sole and exclusive investment
banker in connection with obtaining the Exit Financing, in any
appropriate form, whether in one or more public or private
transactions involving debt securities or other form of financing
facilities.

Pursuant to the terms of the Engagement Letter, Jefferies'
compensation is linked to its success in raising capital for the
reorganized Debtor.  In exchange for its services, Jefferies will
receive a nonrefundable work fee of $100,000.  This amount is
creditable against any success fee payable to Jefferies pursuant
to the terms of the Engagement Letter, which will be payable in
the amount of 1.5% of the aggregate principal amount of
Instruments issued by the Debtor in connection with its
restructuring.

Additionally, if Jefferies serves as the remarketing agent, it
will be entitled to an annual remarketing fee of 0.1% of
outstanding variable-rate tax-exempt bonds supported by a bank
letter-of-credit.  In addition to any fees that may be paid to
Jefferies under the Engagement Letter, whether or not any
Transaction occurs, the Debtor will reimburse Jefferies for all of
its reasonable out-of-pocket expenses.

The Court has authorized the Debtor to pay the $100,000 work fee
to Jefferies as set forth in the Engagement Letter.

                    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.


OVERLAND STORAGE: Six Directors Elected at Annual Meeting
---------------------------------------------------------
The 2011 annual meeting of shareholders of Overland Storage, Inc.,
was held on June 12, 2012.  At the meeting, the shareholders
elected Robert A. Degan, Nora M. Denzel, Joseph A. De Perio, Eric
L. Kelly, Scott McClendon, and Shmuel Shottan to the Board of
Directors.  The shareholders also ratified the appointment of Moss
Adams LLP as the Company's independent registered public
accounting firm for the fiscal year ending July 1, 2012.

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company reported a net loss of $14.50 million on $70.19
million of net revenue for the fiscal year ended June 30, 2011,
compared with a net loss of $12.96 million on $77.66 million of
net revenue during the prior fiscal year.

The Company's balance sheet at March 31, 2012, showed
$41.32 million in total assets, $37.30 million in total
liabilities and $4.01 million in total shareholders' equity.

In its report accompanying the fiscal 2011 financial statements
Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


PALISADES MEDICAL: Moody's Affirms Ba2 Bond Rating; Outlook Pos.
----------------------------------------------------------------
Moody's Investors Service has affirmed Palisades Medical Center's
(PMC) Ba2 bond rating affecting $37.6 million of outstanding debt
issued through the New Jersey Health Care Facilities Finance
Authority. The outlook revised to positive from stable.

Summary Rating Rationale

The affirmation of the Ba2 debt rating and the revision of the
outlook to positive from stable reflect Palisades' trend of
improving financial performance in fiscal years 2011 and 2010 with
volume growth and operational improvements at the medical center
driving strong revenue growth and good cash flow generation. This
trend is mitigated by the current reductions in Medicare and
Medicaid rates for skilled nursing facilities that have lead to
lower profitability of The Harborage, which is Palisades' 245-bed
skilled nursing facility and part of the obligated group. Combined
financial performance has largely been supported by operating
profits at The Harborage which have softened in fiscal year 2012.
Management is actively endeavoring to return The Harborage to
historical operating levels and future rating action will depend
on the extent to which this plan is successful. Palisades is
further challenged by its small size and location in the highly
competitive northern New Jersey market with increased merger and
acquisition activity and its growing defined benefit pension plan
liability.

Strengths

* Trend of improving financial performance continuing in fiscal
year (FY) 2011 with operating cash flow margin of 6.3% compared to
5.1% and 4.7% in fiscal years 2010 and 2009, respectively; results
through the first quarter of FY 2012 show slightly lower
performance with operating cash flow margin of 7.9% compared to
8.5% in the comparable prior year period, mainly due to softer
performance at the Harborage, Moody's notes that mid-year
performance is usually higher than the full fiscal year.

* Good cash flow generation in FY 2011 improve debt coverage
ratios to levels favorable to the Ba medians with Moody's adjusted
maximum annual debt service coverage (MADS) of 3.1 times compared
to 2.5 times in FY 2010 (Ba median is 2.2), adjusted debt-to-cash
flow of 4.2 times compared to 5.1 times in FY 2010 (Ba median is
5.1) and debt-to-revenue of 28% compared to 29% in FY 2010 (Ba
median is 34%).

* Growth in combined inpatient admissions and observation stays
and outpatient volumes in FY 2011 over the prior year driving 4.7%
total operating revenue growth; growth continues in FY 2012
maintaining the medical center's leading market share in its
immediate eight-town primary service area

* All fixed rate debt structure with no derivates mitigates any
immediate demands on the balance sheet

* Clinical affiliation with Hackensack University Medical Center
(A3/stable) for level two nursery services, other possible
alliances being negotiated and a new residency program viewed as
differentiating factors that improve the quality and the
reputation of the hospital in the eyes of patients and physicians

Challenges

* Heavy reliance on government payors at the Harborage, with
Medicare (17%) and Medicaid (64%) representing a high 81% of its
payor mix; Medicaid and Medicare rate reductions for skilled
nursing facilities have pressured operating performance for the
system in FY 2012; management has a number of initiatives to
mitigate the impact and maintain good operating income, albeit
softer than historical levels

* High dependence on government payors (55% Medicare and 16%
Medicaid) has limited historical revenue growth and long-standing
absence of a Blue Cross contract (largest commercial payor in
northern New Jersey) at PMC limits future revenue and volume
growth

* Crowded and highly competitive northern New Jersey market with
market share split between several providers in the primary and
secondary service areas; recent merger and acquisition activity
adds an element of uncertainty to this market

* Small provider with $163 million in combined revenues and under
10,000 admissions in FY 2011 making it vulnerable to external
changes and physician departures

* Growing defined benefit pension obligation adds to the
liabilities of the system; despite modifications to the structure,
the projected benefit liability grew to $46.3 million (56% funded
ration based on the projected benefit obligation) at FYE 2011 from
$25 million (71% funded ratio) at FYE 2010

Outlook

The positive outlook reflects Moody's expectation that improved
financial performance at the medical center will be sustained in
FY 2012 and FY 2013 and represents a departure from historical
dependence on the Harborage. Improved cash flow generation should
provide adequate debt service coverage and further improve balance
sheet metrics. Future upgrade rating action over the next two
years will depend on Palisades' ability to navigate the revenue
pressures at The Harborage and the changing competitive market.

What Could Make The Rating Go Up

Sustained improvement in financial performance for the combined
medical center and skilled nursing facility; continued volume
growth leading to revenue and market share growth; continued
improvement in liquidity and debt ratios including comprehensive
debt

What Could Make The Rating Go Down

Decline in volumes and operating performance; sustained downturn
in performance at the Harborage; decline in liquidity; additional
debt without commensurate increase in cash flow and liquidity;
changes in the competitive landscape that negatively impact
performance

Principal Methodology Used

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


PEMCO WORLD: Creditors File Formal Sun Capital Settlement
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Pemco World Air Services Inc. filed
papers seeking formal court approval of a settlement with secured
lender Sun Capital Partners Inc.  The settlement comes to
bankruptcy court for approval on June 29.

According to the report, the official creditors' committee
hammered out the settlement with Sun Capital while the business
was being auctioned.  From sale proceeds otherwise earmarked for
Sun Capital on account of its senior secured claim, the lender
guarantees that no less than $1 million will be available for
unsecured creditors after claims with higher priority and expenses
of the Chapter 11 case are paid.

                  About Pemco World Air Services

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

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

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

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

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


POLI-GOLD LLC: Settles With Creditors, Seeks Case Dismissal
-----------------------------------------------------------
Poli-Gold, L.L.C., asks the U.S. Bankruptcy Court for the District
of Arizona to dismiss its Chapter 11 case.

The Debtor related that it filed for bankruptcy protection to
avoid foreclosure of certain of its real properties and to
restructure its obligations with three major creditors including
secured lenders Arizona Havasu, LLC and Horizon Community Bank and
claims by the U.S. Environmental Protection Agency concerning the
Debtor's development of its resort property in Panguitch Lake,
Utah.  Through this proceeding the Debtor has engaged with each of
its major creditors and has received Court approval of
arrangements with each creditor that resolved or restructured its
obligations.

The Debtor says there is no further need for the Debtor to
maintain its protection or to reorganize pursuant to Chapter 11 of
the Bankruptcy Code.

                          About Poli-Gold

Fort Mohave, Arizona-based Poli-Gold, LLC, owns a cabin and RV
resort in Panguitch, Utah.  It also owns a commercial
building/warehouse/storage facility in Fort Mohave, Arizona, as
well as a commercial property in Lake Havasu City, Arizona, and
some vacant lots in Kingman, Arizona.

Poli-Gold filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 10-37018) on Nov. 17, 2010.  Attorneys at Engelman
Berger, P.C., serve as the Debtor's bankruptcy counsel.  Keller
Williams River Cities Specialists serves as real estate listing
broker.  In its schedules, the Debtor disclosed assets of
$30,384,943 and liabilities of $14,401,515 as of the petition
date.


PROMETRIC INC: S&P Withdraws 'BB+' Corp. Credit Rating at Request
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' corporate
credit rating on Baltimore, Md.-based Prometric Inc. "At the same
time, we withdrew our 'BBB' rating on the company's $10 million
revolving credit due 2017 and a $165 million term loan due 2017,
and the recovery rating of '1' on this debt, indicating our
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default," S&P said.

"The rating was withdrawn at the company request and because we
lack adequate financial information to maintain surveillance," S&P
said.


QUAMTEL INC: Leo Hinkley Named to Board of Directors
----------------------------------------------------
The Board of Directors of Quamtel, Inc., appointed Leo Hinkley as
a member of the Board.  Mr. Hinkley was appointed to fill an
existing vacancy on the Board and will serve until the next annual
meeting of shareholders of the Company or until his successor is
duly elected and qualified.

For Mr. Hinkley's services on the Board, the Company has agreed to
the following compensation package: Cash compensation of $10,000
per year increasing to $25,000 per year once the Company reaches
25,000 subscribers; and a restricted stock option to purchase
180,000 shares of the Company's common stock vesting over time.

Mr. Hinkley has been an active member of the investor relations
(IR) profession, investment industry, and Wall Street community
for approximately 28 years and has been registered with or a
member of the Securities and Exchange Commission, National
Association of Securities Dealers, National Futures Association,
Commodity Futures Trading Commission, the Florida Department of
Banking and Finance, the Florida Bankers Association, Florida
Association of School Business Officials, and the National
Investor Relations Institute.  In the course of his career, he has
worked with research analysts and portfolio managers from many of
the largest financial and investment institutions worldwide.

He joined BankAtlantic Bancorp and the BFC Financial Corporation
group of companies in August 2000 and serves as IRO for both.  For
a number of years during this period he also served as IRO of
Levitt Corp, the parent of Levitt and Sons - America's oldest
homebuilder.  From 1997 through 2000, Mr. Hinkley served as
Investor Relations and Corporate Communications Director for large
market cap ECI Telecom, a global provider of advanced telecom and
data solutions to leading carriers and service providers
worldwide.  Headquartered in Israel, ECI pioneered technologies
for global networks including voice compression, SDH, DSL,
Broadband Access, Optical Networking, and VOIP solutions.

Mr. Hinkley serves on the Board of Directors of the Broward County
Crime Commission, is a member of the Fraternal Order of Police,
and has been inducted into the Who's Who in Leadership in the
United States, the Who's Who in International Business in Florida
and Miami, and Business Leader's Mover & Shakers Award.

                         About Quamtel Inc.

Dallas, Texas-based Quamtel, Inc., is a communications company
offering, through its subsidiaries, a comprehensive range of
mobile broadband and communications products and services that are
designed to meet the needs of individual consumers, businesses,
government subscribers and resellers.  The Company's common stock
trades on the OTC Bulletin Board (OTC BB) under the symbol "QUMI."

In its report on the 2011 financial statements, RBSM LLP, in New
York, New York, expressed substantial doubt about Quamtel's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
in the current year and also in the past.

The Company reported a net loss of $4.49 million on $1.93 million
of revenues for 2011, compared with a net loss of $10.05 million
on $2.18 million of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed $1.63
million in total assets, $3.41 million in total liabilities and a
$1.78 million total shareholders' deficiency.


QUANTUM FUEL: To Issue 3.1MM Common Shares Under Incentive Plan
---------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed with the
U.S. Securities and Exchange Commission a Form S-8 registering
3.1 million shares of common stock issuable under the Company's
2011 Stock Incentive Plan.  The proposed maximum aggregate
offering price is $1.8 million.  A copy of the filing is available
for free at http://is.gd/iU3RjP

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel reported a net loss attributable to stockholders of
$38.49 million on $24.47 million of total revenue for the eight
months ended Dec. 31, 2011, compared with a net loss attributable
to stockholders of $6.52 million on $10.51 million of total
revenue for the same period a year ago.  The Company reported a
net loss of $11.03 million for the year ended April 30, 2011,
following a net loss of $46.29 million during the prior year.

The Company's balance sheet at March 31, 2012, showed
$51.54 million in total assets, $17.48 million in total
liabilities, and $34.06 million in total stockholders' equity.

Haskell & White LLP, in Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that Company incurred significant
operating losses and used a significant amount of cash in
operations during the eight months ended Dec. 31, 2011.


RESIDENTIAL CAPITAL: Fortress, Berkshire Named Lead Bidders
-----------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District Court of New York approved Fortress Investment Group LLC
unit's offer of $2.45 billion as stalking horse bid for
Residential Capital LLC's mortgage-servicing and origination
unit, Steven Church of Bloomberg News reported.

Nationstar Mortgage LLC increased its initial offer of $2.4
billion by $125 million, topping Berkshire Hathaway Inc.'s bid,
Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, ResCap lawyer, told Judge Glenn at a hearing held on
June 19, 2012, Bloomberg relayed.

"You had very robust bidding that raised the stalking-horse
bidding considerably," Judge Glenn was quoted as saying at the
hearing.

Berkshire was named as stalking-horse bidder for ResCap's loan
portfolio, replacing Ally Financial Inc., Bloomberg said.  The
auction will begin with Berkshire's offer of $1.45 billion and
includes a $10 million breakup fee, the report said.

In addition to its bid for the Mortgage Business, Berkshire also
offered on June 11, 2012 to buy the AFI Purchased Assets on
substantially the same terms as the agreement with Ally, but for
an increased purchase price of $1.45 billion (as compared to $1.4
billion under the Ally APA for a sale outside of the Ally-backed
Chapter 11 plan with broad releases.

Ally offered to be lead bidder for the loan portfolio for $1.4
billion to raise as much as money as possible for ResCap, said
Gina Proia, spokesperson for Ally, in an e-mailed statement to
Bloomberg.  "We continue to be optimistic about the ultimate
value ResCap will achieve in the auction process," she added.

Marshall Murphy, head of investor relations for Nationstar, said
the auctions may take place in October, Bloomberg relayed.  The
Debtors' postpetition financing requires the sales to close by
April 15, 2012, Kenneth H. Eckstein, Esq., at Kramer Levin,
Naftalis & Frankel LLP, in New York, counsel to the Official
Committee of Unsecured Creditors, told the Court, the report
noted.

R. Ted Weschler, investment manager at Berkshire, testified at
the hearing that the investment firm offered to buy ResCap for $1
and an assumption of all its debts, Bloomberg said.  He also said
Berkshire offered to split any legal liability Ally might face
from lawsuits related to flawed mortgage loans ResCap originated,
with Ally paying the first $1 billion, the report continued.

Hours before a scheduled hearing on June 18, 2012, Berkshire
raised its offer for the loan operations by $50 million,
according to a separate Reuters report.  On June 11, Berkshire
offered to buy the Mortgage Business at the same purchase price
and on substantially the same terms as the agreement with
Nationstar, but with a break-up fee of $24 million (as compared
to $72 million under the Nationstar APA) and zero expense
reimbursement (as compared to up to $10 million under the
Nationstar APA).

Nationstar then matched Berkshire's offer by raising its original
offer of $2.3 billion by $50 million, Reuters reported.
Nationstar also cut its proposed breakup fee from $72 million to
$24 million, and tossed out its plans for expense reimbursement
of up to $10 million, the report noted.

At the June 18 hearing, Judge Glenn asked ResCap to justify its
choice of Nationstar as stalking-horse bidder when Berkshire
offered a lower break-p fee, Bloomberg noted.  The bankruptcy
judge even questioned whether any stalking horse bidder should be
named, according to Bloomberg.  The Court convened the June 18
hearing to consider the procedures governing the proposed sales
of ResCap assets.

"Persuade me why I should approve any breakup fee," Judge Glenn
was quoted as saying at June 18's hearing, Bloomberg relayed.
The bankruptcy judge observed that a breakup fee and other
protections are designed to guarantee interest in an auction, the
report said.

ResCap, Berkshire and Nationstar argued before the Court as to
who should be named the stalking horse bidder for ResCap's
mortgage-servicing unit, Bloomberg noted.

When Monday's hearing broke for lunch, Nationstar raised its
offer by $50 million, Bloomberg disclosed.  After lunch, Mr.
Weschler testified that Berkshire would top the Nationstar offer
by $10 million and cut the breakup fee to $12 million, the report
added.  When Nationstar tried to counter, Judge Glenn declined to
hear the offer, Bloomberg said.  Instead, the bankruptcy judge
asked the companies to file their final offers later that day,
the report noted.

On Tuesday morning, ResCap announced that Berkshire had increased
its offer to $100 million more than its original offer, or about
$2.5 billion, and Nationstar had boosted its original bid by $125
million, Bloomberg said.

Judge Glenn agreed with ResCap's decision that Nationstar should
be the stalking horse, according to Bloomberg.  Fortress is
entitled to a $24 million breakup fee should it lose the auction,
the report added.

Based on the Reuters report, other bidders are emerging for the
ResCap assets, including Ocwen Financial Corp.  Ocwen Chief
Financial Officer John Britti told Reuters recently that his firm
expects to join the bidding for ResCap's mortgage loan
operations.

Lone Star U.S. Acquisitions also told the Court that it remains
interested to buy a group of loans ResCap is selling and would
participate in an auction for those assets, Reuters reported.
AFI is the stalking horse bidder for those assets, with an
initial bid of $1.4 billion, the report added.

In court papers filed on June 11, Lone Star offered to pay a
purchase price equal to approximately 42% of the UPB of the whole
loans included in the AFI Purchased Assets.  Under Lone Star's
APA, Lone Star will post a cash deposit equal to $25 million and
a breakup fee in an amount equal to $10 million.  Any sale of the
loan pool assets would be closed and funded at or before the
September 18 bid deadline contemplated by the Debtors' Sale
Procedures.

Lone Star said that before the Petition Date it contacted the
Debtors and Ally on multiple occasions about the prospect of
entering into discussions regarding a potential acquisition of
residential whole loan pools.  Lone Star however believes that
the sale of the loan pool assets should be separated from the
Ally release/settlement issues.

Clean and blacklined copies of the June 11 Berkshire APAs, as
compared to the Nationstar and Ally APAs, are available for free
at:

  http://bankrupt.com/misc/ResCap_BerkshireMortgageAPA.pdf
  http://bankrupt.com/misc/ResCap_MortgageAPA_blacklined.pdf
  http://bankrupt.com/misc/ResCap_BerkshireLoanAPA.pdf
  http://bankrupt.com/misc/ResCap_LoanAPA_blacklined.pdf

A full-text copy of the Lone Star APA is available for free at:

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

Lone Star is represented by:

        Scott Davidson, Esq.
        KING & SPALDING LLP
        1185 Avenue of the Americas
        New York, New York 10036
        Tel: (212) 556-2100
        Fax: (212) 556-2222
        E-mail: sdavidson@kslaw.com

             - and -
             - and -


        Paul K. Ferdinands, Esq.
        W. Austin Jowers, Esq.
        Thaddeus D. Wilson, Esq.
        KING & SPALDING LLP
        1180 Peachtree Street, NE
        Atlanta, GA 30309
        Tel: (404) 572-4600
        Fax: (404) 572-5100
        E-mail: pferdinands@kslaw.com
                ajowers@kslaw.com
                thadwilson@kslaw.com

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: Debtors, Creditors Spar Over Sale
------------------------------------------------------
RESIDENTIAL CAPITAL BANKRUPTCY NEWS chronicles various parties'
reactions to the guidelines governing the sale of substantially
all of Residential Capital LLC's assets.

The U.S. Trustee for Region 2, the Official Committee of Unsecured
Creditors and other parties-in-interest oppose the procedures
governing the sales of substantially all of ResCap's assets.

Tracy Hope Davis, the U.S. Trustee for Region 2, Berkshire, Lone
Star, and the Creditors' Committee assert that the existence of a
$72 million break-up fee plus up to a $10 million expense
reimbursement, and the unnecessarily high minimum bid increment
of $25 million chill potential competitive bids.

The U.S. Trustee contends that the $25 million minimum initial
bid increment for the Nationstar APA Assets and the $15 million
increment for the AFI APA Assets have no discernible purpose
other than to benefit Nationstar and AFI, whose approval is
needed for any change to the minimum initial overbid.  Berkshire
alleges that the Ally APA gives an inside track at the auction
and will chill third party bidding.  Lone Star contends that the
Sale Procedures appear to be designed to enable Ally to obtain a
release of all claims between Ally and the Debtors.

To fix the Ally APA flaws, the Creditors' Committee asks that (i)
the Bidding Procedures be modified to start the bidding at $1.4
billion, rather than $1.6 billion, and (ii) it be given a consent
right as to the determination of the highest and best bid.  As to
the Nationstar APA, the Creditors' Committee proposes (i) the
Break-Up Fee should be reduced to $19.2 million, and (ii) the
minimum overbid requirement should be reduced to $7.5 million, to
ensure the highest benefit to the Debtors' estates.

The U.S. Trustee also complains that the Debtors have not
adequately addressed consumer protection issues.  The U.S.
Trustee wants the Debtors to produce additional evidence
regarding the manner in which the sales are consistent with the
privacy policies in light of its concern that the concept of
providing personally identifiable information for "everyday
business purposes," only covers "ordinary course business
transactions," not the proposed Sales.

Furthermore, the Creditors' Committee, Lone Star, and Freddie Mac
object to the proposed bid deadline, originally set for September
18, 2012, with an auction originally set for September 25, 2012,
and a sale hearing originally set October 15, 2012 (or such other
date before October 31, 2012 that this Court conducts a
Confirmation Hearing).

While the Creditors' Committee proposes an extension of 60 days
of the proposed bid deadline, Lone Star seeks a shorter bid
deadline on the AFI Purchased Assets and a 30 to 60 day extension
on the Nationstar Purchased Assets.  Freddie Mac seeks that if
Nationstar is the Successful Bidder, no sale hearing will occur
prior to October 31, 2012, or prior to November 30, 2012 if
Nationstar is not the Successful Bidder.

In support of the Creditors' Committee's objection, Jared
Dermont, managing director and partner at Moelis & Company LLC,
filed a declaration affirming the panel's objections to the
proposed sale procedures.

The U.S. Government expressed concern about the Nationstar APA's
treatment of the DOJ/AG Mortgage Loan Servicing Agreement,
specifically, the concept that a prospective purchaser of the
Nationstar Purchased Assets need only comply with some of the
Debtors' non-monetary obligations under the agreement, thereby
excluding other non-monetary obligations that "are critical to
protecting homeowners from future occurrence of mortgage-related
abuse and fraud."

Fannie Mae and Freddie Mac do not object to a transfer of
servicing of each of their loan portfolio to a servicer approved
by them and on terms acceptable to them.  They assert though that
due to the size of the loan portfolios at issue, it is imperative
that any replacement servicer have the operational expertise and
capability to service the loans in accordance with their
requirements.

U.S. Bank National Association, in its capacity as indenture
trustee with respect to 9.625% Junior Secured Guaranteed Notes
due 2015, objects to the wholesale elimination of credit bid
rights under the proposed bid procedures.  The Debtors have
obtained support, as of the Petition Date, from holders of
approximately 37% of the Junior Secured Notes pursuant to the
Plan Support Agreement.  Until the time as the Consenting Holders
constitute a majority of the holders of the outstanding Junior
Secured Notes and provide direction to U.S. Bank with respect to
this issue, the Indenture Trustee's right to credit bid under the
Sale Procedures on behalf of the holders of the Junior Secured
Notes must be preserved, insists James S. Carr, Esq. --
jcarr@kelleydrye.com -- at Kelley Drye & Warren LLP, in New York,
counsel to U.S. Bank.

PLS Trustees Bank of New York Mellon Trust Company, N.A.;
Deutsche Bank Trust Company Americas; Deutsche Bank National
Trust Company; U.S. Bank National Association and Wells Fargo
Bank., complain that the sale order with respect to the
Nationstar APA would make unprecedented findings with respect to
their servicing agreements.  These findings allow the Debtors and
Nationstar to (i) "sever" onerous provisions of integrated
executory contracts and assume and assign to Nationstar only the
favorable provisions of such contracts; and (ii) arbitrarily
limit Nationstar's liability on account of provisions it will
assume, counsel to the PSL Trustees, James L. Garrity, Jr., Esq.,
at Morgan, Lewis & Bockius LLP, in New York argues.  He filed a
supporting declaration appending copies of PSA Exemplar 1 and 2
and transcript of motion In re American Safety Razor Co., LLC, No.
10-12351, as referenced in the objection.

Wells Fargo Bank, N.A., in its capacity as master servicer for
RMBS Trusts, joined in the PLS Trustees' objection.  Martin G.
Bunin, Esq., a partner at Alston & Bird LLP, in New York, counsel
to Wells Fargo, filed with a Court a declaration appending copies
of pooling and serving agreements and assignment assumption and
recognition agreement as referenced in Wells Fargo's joinder.

Frost National Bank, counterparty to a servicing agreement, filed
a similar objection to the cure amount procedures and seeks
information to assess adequate assurance of future performance.
Also a party to a servicing agreement, Green Planet Servicing,
LLC objects to the extent the sale procedures are inconsistent
with its servicing rights and the terminated status of the
servicing agreement.  Separately, Digital Lewisville, LLC insists
that the Debtors must assume and assign a lease agreement for a
project commonly referred to as Convergence Office Center, in
Lewisville, Texas, to Nationstar.

Frost Bank is represented by:

        Patricia B. Tomasco, Esq.
        JACKSON WALKER LLP
        100 Congress Avenue, Suite 1100
        Austin, Texas 78701
        Tel: (512) 236-2076
        Fax: (512) 691-4138
        E-mail: ptomasco@jw.com

Wachovia Bank and Wachovia Bank of Delaware, now succeeded by
Wells Fargo Bank, N.A., object to inclusion in the sale order of
provisions granting AFI a release of its contractual liability to
WFBNA under a commercial deposit agreement between the parties.

WFBNA is represented by:

        James Donnell, Esq.
        Christopher C. Costello, Esq.
        WINSTON & STRAWN LLP
        200 Park Avenue
        New York, NY 10166-4193
        Tel: (212) 294-6700
        Fax: (212) 294-4700
        E-mail: jdonnell@winston.com
                cccostello@winston.com

Digital Lewisville is represented by:

        Alan Marder Esq.
        MEYER, SUOZZI, ENGLISH & KLEIN, P.C.
        990 Stewart Avenue, Suite 300
        P.O. Box 9194
        Garden City, NY 11530-9194
        Tel: (516) 741-6565
        Fax: (516) 741-6707
        E-mail: amarder@msek.com

             - and -

        Michael S. Greger, Esq.
        Ivan M. Gold, Esq.
        Richard M. Dinets, Esq.
        ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP
        1900 Main Street, Fifth Floor
        Irvine, CA 92614-7321
        Tel: (949) 553-1313
        Fax: (949) 553-8354
        E-mail: mgreger@allenmatkins.com
                igold@allenmatkins.com
                rdinets@allenmatkins.com

Green Planet is represented by:

        Gerard S. Catalanello, Esq.
        DUANE MORRIS LLP
        1540 Broadway
        New York, New York 10036-4086
        Tel: (212) 692-1000
        Fax: (212) 692-1020
        E-mail: gcatalanello@duanemorris.com
                jvincequerra@duanemorris.com

               Debtors, et al. Defend Sale Procedures

The Debtors, the proposed purchasers and Citibank filed omnibus
responses to the objections to the Sale Procedures.

A. Debtors

Samuel M. Greene, partner and co-head of the restructuring group
of Centerview Partners LLC, investment banker to the Debtors,
relates that he has contacted Berkshire to inquire of Berkshire's
interest in participating in the Debtors' prepetition marketing
process.  In mid-April 2012, Berkshire met with AFI CEO Michael
Carpenter.

Mr. Greene also notes that a representative of Berkshire
indicated in a letter dated May 3, 2012 that "neither ResCap
entering into bankruptcy nor a sale of ResCap's mortgage
production platform is in the best interests of Ally, the US
Treasury, Berkshire and other significant stakeholders in both
Ally and ResCap."  In this letter, Berkshire submitted an
alternative transaction proposing, among other things, that
Berkshire (or its affiliate) acquire 100% of the equity interests
of ResCap from Ally for $1.  Centerview has not heard from anyone
at Berkshire regarding their interest as the stalking horse
bidder for the purchased assets, he said.

Mr. Greene also relates that Centerview did not receive any
inquiry from Lone Star or its advisors during the prepetition
period.  Centerview did receive a call from Lone Star's counsel
on May 17, 2012.  Centerview contacted Lone Star in early June,
consistent with the kickoff of the postpetition marketing
process.  He notes that Lone Star's stalking horse proposal
contains material negative changes to the AFI APA.  Thus, the
Debtors believe it is inappropriate to consider at this time.

Although the Debtors remain in discussions with Nationstar
regarding the Break-Up Fee and bidding increments, the Debtors
maintain that there is no evidence that the Break-Up Fee will
hamper bidding.  Indeed, the existence of a competing bid on the
Nationstar Purchased Assets by Berkshire, and the expression of
interest filed by Lone Star, are two independent indications of
how Nationstar's stalking horse bid has already brought value to
the Debtors' estates, he asserts.  Nationstar's stalking horse
bid has set a floor price for the Servicing Platform and provided
a clear structure for potential competing bids, he insists.

The Debtors further believe the sale process should be completed
in the proposed timeframe.  A protracted sale process may put at
risk the Debtors' origination and servicing assets, Mr. Nashelsky
argues.  He notes that Fannie Mae, Freddie Mac, and Ginnie Mae
are all supportive of a quick sale. They have never allowed a
mortgage company to continue to service their loans during a
bankruptcy for as long as is contemplated by the Debtors' current
sale timeline, he avers.  Nevertheless, in light of these
concerns, the Debtors have offered Freddie Mac consultation
rights (and would extend the same proposal to Freddie Mac and
Ginnie Mae) in connection with the Sale Procedures.

The Debtors have agreed to start the auction process for the AFI
Purchased Assets at $1.4 billion, which bid is de-linked from any
plan process.  The Debtors have also agreed to delete the
"Qualified Expression of Interest" determination in the Sale
Procedures and provide the Committee with all submissions of
financial information and confidentially agreements submitted by
potential Qualified Bidders, subject to appropriate
confidentiality restrictions.

Mr. Nashelsky clarifies that nothing in the Sales Procedures
impairs the PLS Trustees' rights to object to the separate
treatment of servicing and origination obligations.  The Debtors
have agreed to provide the PLS Trustees, Frost National Bank and
any other counterparty information to help them better understand
their alleged cure claims and demonstrate adequate assurance of
future performance.  The Debtors and U.S. Bank have also agreed
that upon either (i) the giving of notice of no direction; (ii)
the waiving of credit bidding rights by failing to give notice by
July 15, 2012 (or any extended date); or (iii) a final order of
the Court denying credit bidding rights, the Indenture Trustee
will be deemed to be a consultation party pursuant to the Sale
Procedures.

The Debtors believe that the disclosure of personally
identifiable information is in compliance with the GLBA and is
consistent with the privacy notices delivered by the Debtors to
mortgage borrowers, and no consumer privacy ombudsman is
necessary under section 363(b)(1) of the Bankruptcy Code.  In
response to the U.S. Trustee's other concerns, the Debtors have
agreed to add a proviso to the Sale Procedures Order and Sale
Approval Orders to make clear that the proposed sales do not
alter the provisions of section 363(o) of the Bankruptcy Code.

The Debtors won Court permission to exceed the page limit in
their reply by 15 additional pages.

A summary chart of objections to the Sale Procedures and the
Debtors' corresponding response is available for free at:

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

B.  Citibank

Citibank, N.A., a secured lender to the Debtors under the
Prepetition MSR Facility, reserves all rights to object to the
extent the Debtors amend those sale procedures, including in any
way that would result in the sale of the MSRs without payment in
full of the obligations under the facility or affects Citibank's
rights under its acknowledgment agreements with Fannie Mae and
Freddie Mac.

C. Nationstar

Counsel to Nationstar, John Hutchinson, Esq., at Sidley Austin
LLP, in New York, asserts that it is entirely inappropriate for
Berkshire to seek to displace Nationstar as the stalking horse
bidder and appropriate for itself the benefits of Nationstar's
labors.  "If potential bidders were permitted to sit idly by
while a stalking horse bidder performed the work necessary to
develop a viable agreement -- only to be displaced at the bidding
procedures hearing by a party that did not expend the same effort
-- suitable bidders would most certainly be deterred from
devoting the time and money required to be the stalking horse, if
exposed to a meaningful risk that the debtors' exercise of
reasonable business judgment will later be ignored," he
elaborates.

Mr. Hutchinson maintains that the Break-Up Fee is reasonable,
within market, will not chill bidding and was agreed to by the
Debtors as part of a substantial and exhaustive negotiation and
exercise of their reasonable business judgment.  Moreover, the
proposed timeline is reasonable in light of the comprehensive
dataroom that has been established and the parties' efforts in
executing an asset purchase agreement that potential bidders may
work from, he points out.  He adds that a handful of parties have
raised issues that are not appropriately considered at this time.

D. AFI

As a reluctant bidder, AFI was only willing to pay a higher price
for the HFS Loan Portfolio if the sale was accomplished in
connection with a Chapter 11 Plan, Ray C. Schrock, Esq., at
Kirkland & Ellis LLP, in New York, counsel to AFI, argues.  He
states that AFI welcomes the additional third-party interest in
these assets and is pleased to step aside so long as the Debtors
maintain their commitment to pursue this sale in accordance with
the timing and terms of their negotiated settlement agreement
with AFI.

Mr. Schrock however argues that it is not appropriate for the
Court to rule on Wachovia Bank's request to make a finding
regarding its alleged rights against a non-Debtor.  A motion for
approval of the sale of the HFS Loan Portfolio and, thus, the
substance of the AFI Sale Approval Order, is not currently before
the Court, he asserts.  Likewise, the other parties' objections
to proposed provisions in the sale order may be ruled by the
Court at a later date, he adds.

AFI filed a supplement to attach a copy of a decision In re
Extended Stay Inc., No. 09-13764, 2010 WL 282457 (Bankr. S.D.N.Y.
June 22, 2010), as referenced in its response.

               Transfer of PII to Nationstar

Peter Giamporcaro, Esq., counsel for ResCap, submitted a
declaration in connection with the transfer of personally
identifiable information as part of the proposed sale of certain
of the Debtors' assets to Nationstar and its affiliates.  The
transfer of PII pursuant to the transaction will allow the
purchasers to continue lending and servicing functions in
connection with the Nationstar Purchased Assets, he says.

ResCap's privacy policies permit the use of personally
identifiable information ". . . for everyday business purposes --
like to process your transactions, maintain your accounts,
respond to court orders and legal investigation, or report to
credit bureaus," says Mr. Giamporcaro   In the ordinary course of
its business, ResCap delivers privacy notices in form similar to
the attached privacy notices to mortgage borrowers under the
Mortgage Loans, and for the borrowers under the private label
servicing contracts, he discloses.  The GMACM Notices also
reflect privacy policies that were in effect on the Petition
Date, he adds.  The Private Label Notices are delivered by ResCap
on behalf and in the name of a private-label client, pursuant to
a private-label servicing contract.

Mr. Giamporcaro filed an amended declaration to append forms of
GMACM Notices and Private Label Notices, copies of which are
available for free at:

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

                           *     *     *

The Debtors, AFI and Berkshire filed with the Court lists of
exhibit for hearing on the proposed sale procedures.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: Examiner to Probe Ally Transactions
--------------------------------------------------------
Judge Martin Glenn said he will appoint an independent examiner to
investigate and report on the actions of Residential Capital, LLC
and its debtor affiliates, including the Debtors' prepetition
transactions with Ally Financial Inc., at the request of
Berkshire Hathaway Inc., Caroline Humer of Reuters reported.

"Given the facts and circumstances of this case, the court
concludes that appointment of an examiner is required and
appropriate," Judge Glenn said at the hearing held on June 18,
Reuters relayed.  An examiner will now be appointed so that it
can complete a report expeditiously, Judge Glenn said, according
to the report.

The bankruptcy judge delayed deciding on details like the budget
of the examiner and timeline as to when the public report will
become completed, a separate Bloomberg News report discloses.
Those issues, said the bankruptcy judge, will be decided after
the U.S. Trustee for Region 2 names an examiner, the report adds.

Tracy Hope Davis, the U.S. Trustee for Region 2, earlier said the
appointment of an examiner in these Chapter 11 cases is mandatory
because all of the conditions set in Section 1104(c)(2) of the
Bankruptcy Code have been met.

"Investigating potentially improper prepetition transactions
between a debtor and its affiliates, and evaluating potential
claims arising from those transactions, are quintessential duties
of a bankruptcy examiner," asserted Thomas B. Walper, Esq. --
thomas.walper@mto.com -- at Munger, Tolles & Olson LLP, in Los
Angeles, California, in court papers.

Berkshire alleged that the Debtors' first-day pleadings and
public securities filings reveal dozens of transactions with Ally
and its affiliates involving billions of dollars of asset
transfers and intercompany financing -- transactions whose net
effect was to transfer a substantial share of ResCap's operating
assets to its parent.

The Debtors seek to release Ally from any claims arising from
these transactions, even while they admit that the Debtors
possess valid claims against Ally, including for fraudulent
transfer, equitable subordination, and alter ego, he points out.
"An examiner should determine whether this proposed release is
fair to the Debtors and all their stakeholders," Mr. Walper said.

An examiner should also be tasked with reviewing the propriety of
the Debtors' request to release Ally from any third-party claims,
Mr. Walper asserted.  "Those non-debtor releases are especially
susceptible to abuse, as they effectively offer a non-debtor a
bankruptcy discharge without affording creditors the protections
that would attend a bankruptcy," he pointed out.

"What is evident -- abundantly so -- is that the Debtors' plan
fits neatly into Ally's publicly-stated goal of separating
itself, once and for all, from ResCap," Mr. Walper averred.
"Whether Ally's agenda also happens to be in the best interest of
ResCap and its creditors is another question, one that should be
a focus of a searching inquiry."

While Berkshire agrees with the Official Committee of Unsecured
Creditors that an investigation should be conducted, Berkshire
believes that an examiner is preferable to a Creditors' Committee
investigation for these reasons:

(1) Only an examiner will have the independence of being
   appointed by and reporting to the Court and all
   parties-in-interest.  This can not be said of the
   Creditors' Committee, whose members have disparate and
   potentially conflicting interests with respect to the matters
   that require investigation.

(2) An examiner will serve a single mandate to investigate and
   publicly report the results of the investigation, free from
   any distractions related to administering the cases or the
   Debtors' business operations.  In contrast, the Creditors'
   Committee must attend to those matters and has no obligation
   to publicly report the results of its investigation.

(3) The Court can empower the examiner to access the Debtors'
   communications with their counsel and other advisors.  An
   examiner thus can review critical documents and other
   information that are not available to the Creditors'
   Committee.

The Debtors indisputably have more than $5,000,000 of qualifying
debt, and Berkshire is a party-in-interest.  Accordingly, Section
1104(c)(2) mandates the appointment of an examiner to conduct an
appropriate investigation of the Debtors, Berkshire insists.

Berkshire holds directly or indirectly through investment
vehicles (I) in excess of $500 million of unsecured bonds issued
by ResCap, which represents in excess of 50% of the total
outstanding unsecured bonds of the company; and (II) in excess of
$900 million of junior secured bonds issued by ResCap,
representing in excess of 40% of the total outstanding junior
secured bonds of ResCap, according to R. Ted Weschler, investment
manager at Berkshire, in an accompanying declaration.  Berkshire
then sold its holdings of unsecured bonds issued by ResCap, per
Mr. Weschler's supplemental declaration.

As of June 7, 2012, Berkshire holds in excess of $900 million of
junior secured bonds issued by ResCap, representing in excess of
40% of the total outstanding junior secured bonds of ResCap.

The Union Central Life Insurance Company, Ameritas Life Insurance
Corp., and Acacia Life Insurance Company; and New Jersey
Carpenters Health Fund joined in Berkshire's Motion and seek that
it be permitted to be heard on the Examiner Motion.

New Jersey Carpenters is lead plaintiff in the consolidated
securities class action entitled New Jersey Carpenters Health
Fund, et al., on Behalf of Themselves and All Others Similarly
Situated v. Residential Capital et al., filed in the U.S.
District Court for the Southern District of New York, Case No.
08-cv-8781.

                           June 20 Order

Bankruptcy Judge Martin Glenn laid out in a June 20 Memorandum
Opinion and Order his reasons for granting Berkshire Hathaway's
request for the appointment of an examiner the Chapter 11 cases of
Residential Capital, LLC and its affiliated debtors.

Judge Glenn pointed out that no party really disputes that an
investigation and report should be done in the case; the only
issue is whether the Creditors Committee should perform the
investigation, or whether an examiner must be appointed to conduct
the investigation pursuant to section 1104(c) of the Bankruptcy
Code.

Berkshire argues that some members of the Creditors Committee are
conflicted because they agreed before the bankruptcy cases were
filed to one or more plan support agreements that include support
for third-party non-debtor releases in favor of Ally Financial
Inc. and others.

Judge Glenn, however, said the Court need not resolve whether any
members of the Creditors Committee are conflicted.

"The Examiner Motion is not being decided on that basis," Judge
Glenn held.

"Notwithstanding the ability of any other party to effectively and
expeditiously investigate the Debtors, section 1104(c)(2) of the
Bankruptcy Code requires that that an examiner should be appointed
if no trustee has been appointed, a plan has not been confirmed,
the debtors' fixed debts exceed $5 million and an investigation is
appropriate.  All of those circumstances are present here.
Therefore, the Court concludes that an examiner must be
appointed," he said.

Judge Glenn also said he expects that the Debtors, the Creditors
Committee, and all other parties in interest will cooperate with
the examiner and the examiner's professionals once they are in
place.  The Court will schedule an early case management
conference with the examiner and all other parties to consider the
scope, timing and budget for the investigation.

"Because the Debtors hope to exit these cases quickly, with third-
party non-debtor releases in favor of Ally and others, it is
important that the investigation be conducted expeditiously.
Until an independent evaluation has been completed of any
potential claims that would be released under a proposed plan, the
Court will be unable to conclude whether the Debtors will be
permitted to solicit votes in support of such a plan," the judge
added.

A copy of the Court's June 20, 2012 decision is available at
http://is.gd/VWWgZQfrom Leagle.com.

The joining parties are represented by:

        Michael S. Etkin, Esq.
        Ira M. Levee, Esq.
        Andrew Behlmann, Esq.
        LOWENSTEIN SANDLER PC
        1251 Avenue of the Americas, 18th Floor
        New York, New York 10020
        Tel: (212) 262-6700
        Fax: (212) 262-7402
        E-mail: metkin@lowenstein.com
                ilevee@lowenstein.com
                abehlmann@lowenstein.com

New Jersey Carpenters is represented by:

        Joel P. Laitman, Esq.
        Christopher Lometti, Esq.
        Michael B. Eisenkraft, Esq.
        Daniel B. Rehns, Esq.
        Kenneth M. Rehns, Esq.
        COHEN MILSTEIN SELLERS & TOLL, PLLC
        88 Pine Street - 14th Floor
        New York, New York 10005
        Tel: (212) 838-7797
        Fax: (212) 838-7745
        E-mail: jlaitman@cohenmilstein.com
                clometti@cohenmilstein.com
                meisenkraft@cohenmilstein.com
                drehns@cohenmilstein.com
                krehns@cohenmilstein.com

Union Central is represented by:

        Steven W. Pepich
        ROBBINS GELLER RUDMAN & DOWD LLP
        655 West Broadway, Suite 1900
        San Diego, California 92101
        Tel: (619) 231 -1058
        Fax: (619) 231 -7423
        E-mail: stevep@rgrdlaw.com

             - and -

        Christopher M. Wood
        ROBBINS GELLER RUDMAN & DOWD LLP
        Post Montgomery Center
        One Montgomery Street, Suite 1800
        San Francisco, California 94104
        Tel: (415) 288-4545
        Fax: (415) 288-4534
        E-mail: cwood@rgrdlaw.com

                   Debtors, et al. Object

The Debtors and their parent, the Creditors' Committee, and ad
hoc group of junior noteholders opposed Berkshire's request for
an appointment of an examiner in these Chapter 11 cases.

"Because the proposed scope of work for an examiner is already
being undertaken by the Creditors' Committee, there is no
appropriate investigation for an examiner: any work undertaken by
the examiner would be unnecessary and duplicative of the
Creditors' Committee's Rule 2004 Investigation," counsel to the
Debtors, Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York, asserted.  Berkshire raises no credible allegation
that the Creditors' Committee is incapable of carrying out its
fiduciary obligations to conduct its investigation in an
impartial manner, he contended.   To the extent the Court is
inclined to grant the Examiner Motion, the Debtors ask the Court
to limit any investigation to either the Creditors' Committee or
an examiner, but not both.  The Debtors filed with the Court a
supplement to their objection to attach copies of documents,
including transcripts and unreported decisions, that were
inadvertently omitted as exhibits to the objection.

Certain unsecured noteholders adopt the Debtors' arguments.  The
joining noteholders are Canyon Balanced Master Fund, Ltd.;
Canyon Distressed Opportunity Master Fund, L.P.; Canyon
Distressed Opportunity Investing Fund, L.P.; The Canyon Value
Realization Master Fund, L.P.; Canyon Value Realization Fund,
L.P.; CO Moore, LP; ES Moore, Ltd.; King Street Capital, L.P.;
King Street Capital Master Fund, Ltd.; Lonestar Partners, L.P.;
and Redwood Master Fund, LTD.  They are represented by:

        Thomas J. Moloney, Esq.
        Sean A. O'Neal, Esq.
        CLEARY GOTTLIEB STEEN & HAMILTON LLP
        One Liberty Plaza
        New York, NY 10006
        Tel: (212) 225-2000
        E-mail: tmoloney@cgsh.com
                soneal@cgsh.com

Ally Financial Inc., on behalf of itself and its non-debtor
subsidiaries, objects to both the Creditors' Committee and an
examiner conducting identical investigations.  Counsel to Ally,
Stephen Hessler, Esq., at Kirkland & Ellis LLP, in New York,
asserted that in its role as ResCap creditor, "Berkshire was well
aware of the Ally-ResCap transactions and the proposed Ally-
ResCap settlement before ResCap's Chapter 11 filing."   AFI filed
a supplement to attach a copy of the decision In re Enron Corp.
Sec., Derivative & "ERISA" Litig.), No. MDL-1446, 2005 WL
3504860, at 10-11 (S.D. Tex. Dec. 22, 2005), cited in its
objection.

The Creditors' Committee maintains that it is still the most
appropriate party to conduct the investigation.  "It is the
Committee, reflecting the diverse spectrum of creditors, that has
the greatest interest in conducting a thorough investigation and
maximizing the value in the estates for unsecured creditors,
Kenneth H. Eckstein, Esq., at Kramer Levin, Naftalis & Frankel
LLP, in New York, counsel to the Creditors' Committee, insisted.
He assured the Court that there is no risk of distraction because
the Creditors' Committee has hired leading professional firms
that will assist it in litigation and case administration
function.  The Debtors said they intend to provide the Creditors'
Committee with access to privileged materials, mooting
Berkshire's belief that an examiner may be given special access
to privileged documents.  A concern for a public report will be
met by the Creditors' Committee's commitment to make its findings
and analysis publicly known either through a detailed memorandum
in support of an overall settlement or one in opposition to the
Debtors' plan, he stated.

The Ad Hoc Group of Junior Secured Noteholders seek to be heard
on certain matters regarding the mechanics of the examiner's
appointment and the express delineation of his or her duties,
including on matters relating to the scope of investigation and
the timing of the issuance of any report related thereto.

The Ad Hoc Group is comprised of members that are holders of
those certain 9.625% junior secured guaranteed notes due 2015
issued under an indenture dated June 6, 2008, holding in the
aggregate in excess of $900 million of Junior Secured Notes.

                    Berkshire Talks Back

Berkshire's counsel insisted that an examiner's investigation
promises to be substantially more efficient and timely than one
led by the Creditors' Committee.  "If the Creditors' Committee
leads an investigation, it inevitably will have to grapple with
potential conflicts, which may undercut the credibility of the
investigation, and will certainly cause delay and inefficiency in
these Chapter 11 cases where time and impartiality are of the
essence," Mr. Walper emphasizes.

As the Court noted at the June 12, 2012 hearing, approval of the
Rule 2004 discovery does not preclude the appointment of an
examiner, Mr. Walper argues.  The key issue here is avoiding
duplication of effort in these Chapter 11 cases, he stresses.
As the Court observed at the June 12 hearing, the examiner can
adopt the Creditors' Committee's subpoenas rather than crafting
his or her own discovery requests from scratch, he says.
Likewise, the Debtors can share the same documents with the
examiner as are being provided to the Creditors' Committee.

"An examiner's investigation will provide not just the Creditors'
Committee, but importantly, all parties-in-interest, including
Berkshire, with the information needed to evaluate and respond to
the Ally-backed plan and related settlements.  There is simply no
reason why the Creditors' Committee needs to monopolize the
investigation of the Debtors," Mr. Walper maintains.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: Seeks Approval of $8.7-Bil. RMBS Trust Deal
----------------------------------------------------------------
Residential Capital LLC and its debtor affiliates ask Judge Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York to approve a compromise and settlement of an allowed
claim of up to $8.7 billion against Debtors Residential Funding
Company, LLC and GMAC Mortgage LLC, to be offered and allocated
among certain securitization trusts pursuant to settlement
agreements.

The RMBS Trust Settlement resolves, in exchange for the Allowed
Claim, alleged and potential representation and warranty claims
held by up to 392 securitization trusts in connection with
approximately 1.6 million mortgage loans and approximately $221
billion in original issue balance of associated residential
mortgage-backed securities, comprising all of such securities
issued by the Debtors' affiliates from 2004 to 2007.

While the exact amount is the subject of debate, in aggregate the
R&W Claims represents tens of billions of dollars in potential
contingent claims against the Debtors' estates, Gary S. Lee,
Esq., at Morrison & Foerster LLP, in New York, tells the Court.

The R&W Claims allegedly arise under Pooling and Servicing
Agreements, Assignment and Assumption Agreements, Indentures,
Mortgage Loan Purchase Agreements and other documents governing
the Trusts.  These Governing Agreements require mortgage sellers,
in certain circumstances, to repurchase securitized Mortgage
Loans that materially breach applicable representations and
warranties.  While the Debtors dispute the Trusts' claims, the
Debtors have repurchased approximately $1.16 billion in loans out
of $30.3 billion cumulative losses to date since 2005 to resolve
similar contractual representation and warranty claims.  The
Debtors dispute the R&W Claims and will vigorously defend future
contractual representation and warranty claims brought against
them.

Against this backdrop, the Debtors and two large groups of
investors extensively negotiated the terms of the proposed
compromise in the period leading up to the Debtors' May 14, 2012
bankruptcy filing.  The Steering Committee Group represents 25%
or more of the Holders of one or more classes of certificates in
at least 290 of the 392 Trusts, which Trusts account for
approximately 74% of the total OIB.  The Talcott Franklin Group
represents 25% or more of the Holders of 295 classes of
certificates in at least 189 Trusts, which accounts for an
additional $17 billion in OIB and adds 35 additional Trusts to
the Institutional Investors' holdings.

Cumulatively, the Institutional Investors have represented to the
Debtors that they hold at least 25% of the voting rights (as
required by the Governing Agreements) of a class of the RMBS in
not less than 328 of the Trusts, with original issue balance of
approximately $182.8 billion, and that they have the authority to
direct -- and indeed that they will direct -- the Trustees of
these Trusts to accept the settlement.  The Debtors and the
Institutional Investors have agreed upon a compromise that the
parties believe provides holders of RMBS more favorable economics
than litigating the R&W Claims with the Debtors and, thus,
anticipate a high acceptance rate among the Trusts.

Absent the RMBS Trust Settlement, the Debtors' estates face
substantial litigation costs and risks in connection with the R&W
Claims and potentially disabling disruption to confirmation of a
Chapter 11 plan, Mr. Lee asserts.  He avers that the R&W Claims
are the single largest set of disputed claims against the
Debtors' estates by a wide margin, and the RMBS Trust Settlement
would resolve them without the need for protracted, costly, and
all-consuming litigation.

More importantly, the RMBS Trust Settlement is an integral
component of the Debtors' efforts to restructure, including
obtaining certain releases for key stakeholders, according to Mr.
Lee.  He states that the Debtors negotiated Plan Support
Agreements with the Steering Committee and the Talcott Franklin
Group in conjunction with the RMBS Trust Settlement.

"The Institutional Investors' support will remove hurdles to the
resolution of substantial impediments to a successful
restructuring and permit the Debtors to promptly emerge from
Chapter 11," Mr. Lee insists.

               Mechanics of RMBS Trust Settlement

Per the RMBS Trust Settlement, the Debtors have agreed to offer
each Trust that accepts the settlement an allocated share of the
Allowed Claim.  The Trustees, on behalf of the Trusts, will have
45 days from the date of the filing of this motion to elect to
participate in the RMBS Trust Settlement to allow the Trusts to
receive their allocable portion of the Allowed Claim.  The final
amount of the Allowed Claim will be reduced from $8.7 billion by
the percentage, based on original issue balance, of Trusts that
do not accept the offer to participate in the Allowed Claim.

Each Trust's share of the Allowed Claim will be allocated under
the agreed-upon formulation attached to each RMBS Trust
Settlement Agreement.  To ensure the fairness of such allocation,
an independent expert will be hired to allocate the Allowed Claim
based on net expected lifetime losses among the accepting
Trusts, including expected lifetime claims to be paid by the
monoline insurers on the securitizations they insured.

In exchange for their allocable portion of the Allowed Claim, the
Institutional Investors agree to release all R&W Claims against
the Debtors, effective upon Court approval of the RMBS Trust
Settlement.  The Institutional Investors also agree to direct the
Trustees to accept the terms set forth in the RMBS Trust
Settlement, which includes a release and waiver by the accepting
Trusts and Trustees of all R&W Claims against the Debtors and not
to take any actions inconsistent with the acceptance of the RMBS
Trust Settlement by all Trusts, including those in which they do
not have voting power.

The Institutional Investors also agree to direct the Trustees to
comply with the Plan Support Agreements entered into by AFI,
ResCap and the Institutional Investors to, among other things,
support the Debtors' Plan, including third-party releases for
AFI.  To be clear, the RMBS Trust Settlement does not release the
Debtors' offices and directors.  However, the Institutional
Investors, and each Trust which opts in to the RMBS Trust
Settlement, have agreed to support any such release included in
the Plan.

The RMBS Trust Settlement also carves out particular claims which
will not be released by the Institutional Investors or the
Trusts, including: (1) such rights of any monoline insurers, if
any, that are not derivative or duplicative of the rights of the
Institutional Investors, Trustees, or the Trusts; (2) claims
based on the servicing of residential mortgages by the Debtors or
their assignees which arise after the effective date of the
settlement; and (3) any claims against Debtors based on allegedly
improper disclosures under federal or state securities laws.

If a Trust does not accept the settlement, that Trust remains
free to assert a claim in the bankruptcy cases that will then be
subject to the ordinary -- albeit lengthy -- claims allowance
process.

Full-text copies of the RMBS Trust Settlement Agreements with the
Institutional Investors are available for free at:

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

The Debtors filed with the Court a copy of an amendment to the
RMBS Trust Settlement Agreement with the Talcott Franklin Group,
accessible for free at:

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

Prior to filing the motion, the Debtors sought and obtained Court
permission to exceed the 25-page limit for the motion to approve
the RMBS Trust Settlement.

Judge Glenn will hold the hearing, originally scheduled for
July 10, 2012, to consider the RMBS Trust Settlement, on
July 24, 2012.  Objections are due no later than July 13.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: Proposes to Assume Plan Support Agreements
---------------------------------------------------------------
Residential Capital LLC and its affiliates seek the Bankruptcy
Court's permission to assume substantially similar plan support
agreements entered into with two groups of consenting claimants,
one lead by the Steering Committee Group, and the other lead by
Talcott Franklin, P.C.

The consenting claimants from both groups are investors in
residential mortgage-backed securities backed by mortgage loans
held by securitizations sponsored by the Debtors between 2004 and
2007.

The Plan Support Agreements, in conjunction with plan support
agreements with Ally Financial Inc., will enable the Debtors to
move expeditiously towards confirmation and consummation of the
Plan with the support of parties representing the Debtors' key
secured creditor constituencies and most of the general unsecured
claim pool in these bankruptcy cases, says Larren M. Nashelsky,
Esq., at Morrison & Foerster LLP, in New York.

"The RMBS Trust Settlement Agreements and Plan Support Agreements
are intended to prevent the extended litigation (relating to the
RMBS and the Debtors' key restructuring activities, including
Plan confirmation, distraction, costs and delays in the
administration of the Debtors' bankruptcy cases that would result
if the Debtors were not able to resolve the claims held by the
trustees for the Trustees related to certain alleged breaches of
representations and warranties by the Debtors associated with the
Debtor-sponsored securitizations," according to Mr. Nashelsky.

In general, the Plan Support Agreements require the Consenting
Claimants to direct the Trustees to vote in favor of and support
confirmation of a plan of reorganization consistent with (i) the
Plan Term Sheet and (ii) a separate settlement with AFI,
including the cash contribution of $750 million.

The Consenting Claimants also agree to (i) support, and direct
the Trustees to support, various motions and applications to be
filed by the Debtors, including the Debtors' motion to stay
litigation against AFI; and (ii) use commercially reasonable
efforts to get other RMBS holders to join the Plan Support
Agreements or RMBS Trust Settlement Agreements.

In exchange, the Debtors agree to, among other things, effectuate
and consummate restructuring contemplated by the Plan Term Sheet,
including the AFI Settlement Agreement, in accordance with
milestones contained in the Plan Support Agreements, including:

* Obtaining final approval of debtor-possession financing on or
   before 50 days following the Petition Date;

* Obtaining approval of the Plan Support Agreements by the
   earlier of (i) 60 days following the Petition Date and (ii)
   the date on which the Court enters an order approving the
   Disclosure Statement.

* Obtaining entry of an order of the Court approving the
   Compromises contemplated by the RMBS Trust Settlement
   Agreement on or before 60 days following the Petition Date;

* Obtaining approval the Disclosure Statement on or before 90
   days following the Petition Date;

* Obtaining approval of proposed bidding procedures for the
   sales of assets contemplated in the Executive Summaries on or
   before 90 days following the Petition Date;

* Obtaining confirmation of the Plan on or before
   October 31, 2012; and

* On or before December 15, 2012, the effective date of the Plan
   will have occurred.

The Plan Support Agreements, however, do not materially restrict
the Debtors' ability to consider alternative plan structures in a
manner consistent with their fiduciary duties.

Full-text copies of the Plan Support Agreements are available for
free at:

  http://bankrupt.com/misc/ResCap_SteeringCommPlanSupportAgr.pdf
  http://bankrupt.com/misc/ResCap_TalcottPlanSupportPact.pdf

The Debtors sought to ensure that the Consenting Claimants would
continue to maintain their voting power and ability to
effectively support the Debtors' Plan.  To that end, the Debtors
and the Consenting Claimants have agreed that, while the
Consenting Claimants may transfer certain of the RMBS that they
hold, each of the Steering Committee Consenting Claimants and the
Talcott Franklin Consenting Claimants must continue to hold at
least 25% of one or more classes of RMBS associated with
approximately 80% of the Trusts in which the group of Consenting
Claimants originally held 25% of a class or else the Plan Support
Agreements will automatically terminate unless waived by the
Debtors and AFI within five days.

Notwithstanding the ability of parties to accept the RMBS Trust
Settlement and participate in the Plan Support Agreements up to
45 days after the filing of the RMBS Trust Settlement Motion, the
Debtors' assumption of and performance under the Plan Support
Agreements does not constitute a "solicitation" under Section
1125 of the Bankruptcy Code, Mr. Nashelky clarifies.

Judge Glenn will hold the hearing, originally scheduled for
July 10, 2012, to consider the Plan Support Agreements, on
July 24, 2012.  Objections are due no later than July 13.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


ROSETTA GENOMICS: Secures Medicare Reimbursement for miRview
------------------------------------------------------------
Rosetta Genomics Ltd. announced that the designated Medicare
Administrative Contractor for the Company's miRview mets assay has
determined the assay to be reasonable and necessary for the
diagnosis of cancers of unknown origin in a specified setting and
has established a reimbursement rate for the assay.  The coverage
decision can be found at the following link: https://www.novitas-
solutions.com/bulletins/all/news-06152012.html.  The miRview mets2
assay accurately identifies the primary tumor of origin in primary
and metastatic cancer including Cancer of Unknown or Uncertain
Primary.

"This is another critical commercial milestone for Rosetta
Genomics as equitable reimbursement is one of the key drivers for
clinical and commercial adoption of the technology.  We are
pleased with the coverage and the reimbursement amount that the
designated MAC has established.  The reimbursement amount is
commensurate with the clinical value of miRview mets and is
consistent with assays of similarly high clinical value," noted
Kenneth A. Berlin, President and Chief Executive Officer of
Rosetta Genomics.  "New tumor specific and molecularly-targeted
oncology drugs are driving the need for accurate identification
and classification of tumor types in order to optimize treatment
and improve patient outcomes.  With approximately 180,000-220,000
CUP patients per year in the U.S., this represents a large market
opportunity for Rosetta Genomics."

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

In its auditors' report for the 2011 financial statements, Kost
Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed
substantial doubt about Rosetta Genomics' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses and generated negative
cash flows from operating activities in each of the three years in
the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States.


RT MIDWEST: Ruby Tuesday's Franchisee Files in Minneapolis
----------------------------------------------------------
RT Midwest Holdings, LLC and three affiliates sought Chapter 11
protection (Bankr. D. Minn. Case No. 12-43626 to 12-43629) in
Minneapolis on June 20, 2012.

RT Midwest disclosed in its schedules $835,600 in assets and
$28.8 million in liabilities, of which $2.434 million is secured.
Affiliate RT Chicago Franchise, LLC, disclosed $3.936 million in
assets and $23.72 million in liabilities, including $23.54 million
of secured debt to General Electric Capital Corp. and related
entities.  RT Midwest Real Estate LLC reported that it has debt in
excess of $60 million.  RT Northern Illinois Franchise LLC
disclosed less than $30 million in debt.

The Debtors own or lease 13 properties from which they operate
Ruby Tuesday's franchise restaurants.

According to RT Midwest statement of financial affairs, the
restaurants generated income of $38.61 million in 2010, $35.18
million in 2011 and $9.698 million for the period Jan. 1 to
May 31, 2012.

According to a court filing, the Debtors are seeking an expedited
hearing of, among other things, their motions to maintain their
bank accounts, pay prepetition wages and salaries, and use cash
collateral.

Copies of the Debtors' schedules attached to the petitions are
available at:

          http://bankrupt.com/misc/mnb12-43626.pdfand
          http://bankrupt.com/misc/mnb12-43627.pdf


RUSSEL METALS: S&P Affirms 'BB+' CCR; Then Withdraws Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'BB+' long-term corporate credit rating, on Russel Metals Inc.
The outlook is stable. Standard & Poor's then withdrew the ratings
at the company's request following the May redemption of Russel's
6.375% senior unsecured notes due 2014 outstanding.


SAAB CARS: Whicomb Motors Resigns from Creditors Committee
----------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, amended the
appointment of the Official Committee of Unsecured Creditors in
the Chapter 11 case of Saab Cars North America, Inc., to reflect
the resignation of Whicomb Motors, Inc. from the Committee.

The Creditors Committee now comprises:

      1. Peter Mueller Inc.
         Attn: Kurt A. Schirm
         540 S. Washington St.
         Falls Church, VA 22046
         Tel: (703) 919-5344
         Fax: (703) 237-4271

      2. IFS Vehicle Distributors
         Attn: Kreg Kitchen
         15565 Northland Dr., Ste. 409E
         Southfield, MI 48075
         Tel: (510) 569-9024
         Fax: (510) 569-7090

      3. Countryside Volkswagen
         Attn: Jonathan Schmelz
         1180 E. Hwy 36
         Maplewood MN 55109
         Tel: (651) 484-8441
         Fax: (651) 484-8446

      4. Saab of North Olmstead
         Attn: Robert S. Kistler
         28300 Lorain Rd.
         North Olmstead, OH 44070
         Tel: (330) 936-1683
         Fax: (440) 348-2025

      5. Saab of Bedford
         Attn: Chris Houdek
         11 Broadway Ave.
         Bedford, OH 44146
         Tel: (440) 439-2323
         Fax: (440) 439-8977

      6. Delaware Motor Sales, Inc.
         Attn: Michael Uffner
         1606 Pennsylvania Ave.
         Wilmington, DE 19806
         Tel: (302) 656-3100
         Fax: (302) 652-2494

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SAINT CATHERINE: Indiana Hospital Files for Chapter 11
------------------------------------------------------
Saint Catherine Hospital of Indiana LLC, an acute-care hospital in
Charlestown, Indiana, filed for Chapter 11 protection June 19 in
New Albany, Indiana (Bankr. S.D. Ind. Case No. 12-91316).

Saint Catherine Hospital of Indiana is a regional facility that
performs weight-loss surgery and other procedures.  The Debtor
estimated assets worth less than $10 million and debt exceeding
$10 million.

A buyer has been located to purchase the operation while in
Chapter 11, according to a report by Bill Rochelle, the bankruptcy
columnist for Bloomberg News.

Mr. Rochelle, citing a court filing, reports that the hospital ran
up a net operating loss of $1.28 million in the last year.  In
addition to losses from operations, bankruptcy was the result of a
lawsuit begun by the trustee for Saint Catherine Hospital of
Pennsylvania, which filed for bankruptcy reorganization in April
in Wilkes-Barre, Pennsylvania. The Chapter 11 trustee, appointed
at the Pennsylvania hospital's request, filed a lawsuit to recover
$300,000 allegedly transferred to the Indiana institution.

Saint Catherine Hospital of Pennsylvania, LLC, dba Saint Catherine
Medical Center of Fountain Springs filed a Chapter 11 petition
(Bankr. M.D. Pa. Case No. 12-02073) on April 9, 2012.  The Debtor
estimated under $50,000 in assets and liabilities.


SAINT CATHERINE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Saint Catherine Hosptial of Indiana LLC
        dba Medical Center of Southern Indiana
        dba Saint Catherine Regional Hospital
        2200 Market St
        Charlestown, IN 47111

Bankruptcy Case No.: 12-91316

Chapter 11 Petition Date: June 19, 2012

Court: United States Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

About the Debtor:  The Debtor runs an acute-care hospital in
                   Charlestown, Indiana.

Debtor's Counsel: David M. Cantor, Esq.
                  James Edwin McGhee, III, Esq.
                  SEILLER WATERMAN LLC
                  462 4th Street, Suite 2200
                  Louisville, KY 40202
                  Tel: (502) 584-7400
                  Fax: (402) 371-9204
                  E-mail: cantor@derbycitylaw.com
                          mcghee@derbycitylaw.com

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

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

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/insb12-91316.pdf

The petition was signed by Robert M. Lane, manager.


SAPPHIRE VP: Plan Confirmation Hearing Scheduled for July 2
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
convene a hearing on July 2, 2012, at 11 a.m., to consider the
final approval of the Disclosure Statement and confirmation of the
Plan of Liquidation proposed by Sapphire VP, LP, and Randall J.
Davis.

The Court conditionally approved the Disclosure Statement
explaining the proposed Plan dated May 31, 2012.  The Court also
ordered that parties have until June 28, to (i) cast ballots
accepting to rejecting the Plan, or (ii) file objections, if any,
to the confirmation of the Plan.

With no economic improvement foreseen in the near term, the Debtor
agreed to lift the automatic stay and allow International Bank of
Commerce and/or Premier Tierra Holdings Inc. to foreclose their
liens on the Sapphire project for a credit against the debt equal
to $28 million which has been stipulated as the current value of
the property.

Pursuant to the settlement, general unsecured creditors will be
paid up to $70,000 from the ZCA settlement proceeds, which the
Debtor estimates will be 100% of the allowed claims.  The Debtor
estimates that in a Chapter 7 liquidation scenario, unsecured
creditors at best would recover only 60% of the allowed claims.

IBC alleges that as of the Petition Date the outstanding amount
owed to IBC and Premier Tierra is $36.9 million plus attorneys
fees and costs and expenses.  Pursuant to the Plan, IBC and
Premier Tierra will have an allowed claim of $36.9 million.  IBC
and Premier Tierra will receive, among other things:

   (i) The Sapphire property and a credit of $28 million will be
       applied against the secured claim;

  (ii) 100% of the settlement proceeds from the pending partial
       settlement (net of attorney?s fees and costs) from the
       pending partial settlement of Sapphire Construction
       Litigation Claims against ZCA Residential, LLC; and

(iii) proceeds from litigation claims until the allowed claim
       is paid in full.

According to the Disclosure Statement, the Plan provides for these
terms:

   1) Allowed administrative claims will be paid in cash in full
      From the Cash Infusion unless otherwise agreed;

   2) Ad valorem property taxes will be paid by IBC when due;

   3) the Sapphire Property will be foreclosed on by IBC or
      Premier Tierra for a credit against the debt equal to $28
      million, plus payment of a portion of the proceeds from the
      "reserved litigation claims";

   4) Allowed non-insider general unsecured claims, including any
      claims related to condominium association dues, will be paid
      a pro rata share $70,000 from the ZCA Settlement Proceeds;

   5) Allowed insider claims will receive specified percentages of
      the proceeds from reserved litigation claims up to the full
      amount of the allowed claim;

   6) Equity interest holders will receive any funds remaining
      after full payment to IBC, Premier Tierra, and holders of
      allowed general unsecured claims and allowed insider claims.

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

                         About Sapphire VP

Houston, Texas-based Sapphire VP, LP, filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-10173) in Brownsville on April 2,
2012.  Sapphire, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101 (51B), disclosed $64 million in assets and $42.3
million in liabilities in its schedules.

The Debtor is the developer of the Sapphire Condominiums project
located at South Padre Island, Texas.  The Debtor in its schedules
said the property is worth $35 million and secures a $32.3 million
debt.

Judge Richard S. Schmidt oversees the case.  Melissa Anne
Haselden, Esq., at Hoover Slovacek LLP, in Houston, serves as
counsel to the Debtor.  The petition was signed by Randall J.
Davis, as manager of the Debtor's general partner.

The Debtor in April 2012 filed a motion for valuation of the
collateral.  The Debtor and IBC agreed to abate this matter
pursuant to a settlement.

A related entity, Houston, Texas-based Diamond Beach VP, LP, filed
a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-10175) in
Brownsville on April 2, 2012.  The Debtor owns the Diamond Beach
Condominiums located at Galveston, Texas.  IBC objected to Diamond
Beach's request for joint administration with the Sapphire case.
As part of a settlement, if Diamond's Chapter 11 plan is
confirmed, the Debtor will withdraw this motion from consideration
by the Court.  Sapphire and Diamond are seeking confirmation of
separate Chapter 11 plans.


SAPPHIRE VP: Johnston Tobey Approved to Handle Winstead Litigation
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Sapphire VP, LP, to employ Robert L. Tobey, Coyt
Randall Johnston and Johnston Tobey, P.C. as special litigation
counsel.

As reported in the Troubled Company Reporter on, May 24, 2012,
Johnston Tobey is expected to represent the Debtor in prosecuting
the case Sapphire VP, LP, v. Winstead PC and Edward A. Peterson,
Individually, Allan S. Katz and Lorin W. Combs, Individually
pending in the District Court of Dallas County, Texas.  The
Winstead Litigation involves a suit for legal malpractice.

Johnston Tobey is assisting, advising, investigating, filing and
prosecuting claims of the Debtor related to the Winstead
Litigation, including but not limited to any and all affirmative
claims and defenses for any and all damages.

Prepetition, Johnston Tobey represented the Debtor in the Winstead
Litigation on a contingency fee basis.

Postpetition, the Debtor agreed to pay the firm (a) an engagement
fee of $50,000 which will be earned upon receipt; and (b) a
contingent fee of 30% of the total recovery on the claims.

To the best of the Debtor's knowledge, Johnston Tobey does not
represent any interest adverse to the Debtor or its estate with
respect to the matter on which counsel will be employed as special
counsel.

                         About Sapphire VP

Houston, Texas-based Sapphire VP, LP, filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-10173) in Brownsville on April 2,
2012.  Sapphire, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101 (51B), disclosed $64 million in assets and $42.3
million in liabilities in its schedules.

The Debtor is the developer of the Sapphire Condominiums project
located at South Padre Island, Texas.  The Debtor in its schedules
said the property is worth $35 million and secures a $32.3 million
debt.

Judge Richard S. Schmidt oversees the case.  Melissa Anne
Haselden, Esq., at Hoover Slovacek LLP, in Houston, serves as
counsel to the Debtor.  The petition was signed by Randall J.
Davis, as manager of the Debtor's general partner.

The Debtor in April 2012 filed a motion for valuation of the
collateral.  The Debtor and IBC agreed to abate this matter
pursuant to a settlement.

A related entity, Houston, Texas-based Diamond Beach VP, LP, filed
a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-10175) in
Brownsville on April 2, 2012.  The Debtor owns the Diamond Beach
Condominiums located at Galveston, Texas.  IBC objected to Diamond
Beach's request for joint administration with the Sapphire case.
As part of a settlement, if Diamond's Chapter 11 plan is
confirmed, the Debtor will withdraw this motion from consideration
by the Court.  Sapphire and Diamond are seeking confirmation of
separate Chapter 11 plans.


SAPPHIRE VP: Richard Daly, et al., Approved for ZCA Litigation
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Sapphire VP, LP, to employ The Richard Daly Law Firm,
The Law Offices of Frank Costilla, LP and The Law Offices of
Jonathan Simon as special litigation attorneys.

As reported in the Troubled Company Reporter on May 24, 2012, the
firms will represent the Debtor in prosecuting the case Sapphire
VP, LP, v. Arthur J. Gallegher Risk Management Services, Inc. et.
al., in the District Court of Cameron County, Texas, 404th
Judicial District Court, and Sapphire VP, LP v. ZCA Residential,
LLC, et. al., in the District Court of Harris County, Texas.  The
ZCA Litigation involves many of the same parties and issues
related to damages incurred by Debtor from Hurricane Dolly, among
other things.

The firms will be assisting, advising, investigating, filing and
prosecuting claims of the Debtor related to the ZCA Litigation,
including but not limited to any and all affirmative claims and
defenses for any and all damages related to the Debtor's property.

Prepetition, the firms represented the Debtor in the ZCA
Litigation.

The Debtor agreed to pay the firms 35% of gross proceeds recovered
in litigation, 40% of gross proceeds in the event of an appeal, or
35% of the gross proceeds recovered outside of litigation or by
means other than litigation.

To the best of the Debtor's knowledge, the firms do not hold or
represent an interest adverse to the Debtor or to the estate.

                         About Sapphire VP

Houston, Texas-based Sapphire VP, LP, filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-10173) in Brownsville on April 2,
2012.  Sapphire, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101 (51B), disclosed $64 million in assets and $42.3
million in liabilities in its schedules.

The Debtor is the developer of the Sapphire Condominiums project
located at South Padre Island, Texas.  The Debtor in its schedules
said the property is worth $35 million and secures a $32.3 million
debt.

Judge Richard S. Schmidt oversees the case.  Melissa Anne
Haselden, Esq., at Hoover Slovacek LLP, in Houston, serves as
counsel to the Debtor.  The petition was signed by Randall J.
Davis, as manager of the Debtor's general partner.

The Debtor in April 2012 filed a motion for valuation of the
collateral.  The Debtor and IBC agreed to abate this matter
pursuant to a settlement.

A related entity, Houston, Texas-based Diamond Beach VP, LP, filed
a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-10175) in
Brownsville on April 2, 2012.  The Debtor owns the Diamond Beach
Condominiums located at Galveston, Texas.  IBC objected to Diamond
Beach's request for joint administration with the Sapphire case.
As part of a settlement, if Diamond's Chapter 11 plan is
confirmed, the Debtor will withdraw this motion from consideration
by the Court.  Sapphire and Diamond are seeking confirmation of
separate Chapter 11 plans.


SAPPHIRE VP: Hearing on Further Cash Use on July 2
--------------------------------------------------
Sapphire VP, LP, entered into a stipulation extending the agreed
interim order granting and conditioning the Debtor's use of cash
collateral until June 30, 2012.

Previously, a stipulation was entered among the Debtor,
International Bank of Commerce, as administrative agent, and
Premier Tierra Holdings, Inc., provided for the use of the cash
collateral until May 18.

Sapphire filed the motion to use cash collateral on April 9, 2012.
IBC objected to the motion.  An agreed interim order authorizing
use of cash collateral was entered on April 24, 2012 and a second
agreed interim order was entered on May 18, 2012.

A final hearing is scheduled on this motion for July 2, 2012.

As reported in the Troubled Company Reporter on May 24, 2012, the
Debtor own Sapphire Condominiums located at 310-320 Padre Blvd.,
South Padre Island, Texas.  The only revenue generated by
Sapphire is from the sale of condominium units.

On July 9, 2007, Sapphire entered into a loan agreement with Amegy
Bank National Association, International Bank of Commerce as co-
agents, which provided, among other things, that Amegy, IBC,
Capital One National Association, and Regions Bank loan the Debtor
up to $106,875,000,000 for the construction of the Sapphire
Property.  As of the Petition Date, the outstanding indebtedness
owed on the Sapphire Loan Agreement is $23.2 million.  Prior to
bankruptcy, IBC purchased the notes held by Amegy and Regions at a
significant discount.  Thus, IBC is the current holder of the Note
A, B, and D.  Capital One remains the holder of Note C.

Additionally, on July 9, 2006, IBC and Sapphire entered into a
Mezzanine Loan Agreement to loan Sapphire funds to finance certain
development costs.  As of the Petition Date, the outstanding
indebtedness owed to IBC with respect to the Mezzanine Loan is
approximately $8.3 million.

Sapphire held, as of the Petition Date, approximately $230,000
cash in its bank account.  IBC asserts that the money in the
account constitutes cash collateral and has not consented to the
use of the funds for maintenance of the Sapphire Property.

Sapphire asserts that IBC is adequately protected because the
value of the Sapphire Property exceeds the debt by several million
dollars.

Further Sapphire proposes to pay 90% of the net sale proceeds of
any condominium units sold during the bankruptcy case to IBC after
satisfaction of all closing costs, commissions and taxes.  The
remaining 10% will be deposited into the DIP bank account to cover
future costs.

                         About Sapphire VP

Houston, Texas-based Sapphire VP, LP, filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-10173) in Brownsville on April 2,
2012.  Sapphire, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101 (51B), disclosed $64 million in assets and $42.3
million in liabilities in its schedules.

The Debtor is the developer of the Sapphire Condominiums project
located at South Padre Island, Texas.  The Debtor in its schedules
said the property is worth $35 million and secures a $32.3 million
debt.

Judge Richard S. Schmidt oversees the case.  Melissa Anne
Haselden, Esq., at Hoover Slovacek LLP, in Houston, serves as
counsel to the Debtor.  The petition was signed by Randall J.
Davis, as manager of the Debtor's general partner.

The Debtor in April 2012 filed a motion for valuation of the
collateral.  The Debtor and IBC agreed to abate this matter
pursuant to a settlement.

A related entity, Houston, Texas-based Diamond Beach VP, LP, filed
a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-10175) in
Brownsville on April 2, 2012.  The Debtor owns the Diamond Beach
Condominiums located at Galveston, Texas.  IBC objected to Diamond
Beach's request for joint administration with the Sapphire case.
As part of a settlement, if Diamond's Chapter 11 plan is
confirmed, the Debtor will withdraw this motion from consideration
by the Court.  Sapphire and Diamond are seeking confirmation of
separate Chapter 11 plans.


SHERIDAN GROUP: Maturity of BOA Credit Facility Moved to 2013
-------------------------------------------------------------
The Sheridan Group, Inc., and Bank of America, N. A., entered into
a First Amendment to Third Amended and Restated Credit Agreement
on June 6, 2012.  The Amendment amends the Third Amended and
Restated Credit Agreement between the Company and Bank of America,
as lender and administrative agent, to extend the scheduled
maturity date of the credit agreement to Oct. 15, 2013.

A copy of the amendment is available for free at:

                        http://is.gd/8EICgJ

                     About The Sheridan Group

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.

The Company reported a net loss of $8.96 million in 2011, compared
with a net loss of $5.94 million in 2010.

The Company's balance sheet at March 31, 2012, showed $212.36
million in total assets, $183.36 million in total liabilities and
$29 million in total stockholders' equity.

                           *    *     *

As reported by the TCR on Sept. 16, 2011, Standard & Poor's
Ratings Services lowered its corporate credit rating on Hunt
Valley, Md.-based printing company The Sheridan Group Inc. to
'CCC+' from 'B-'.

"The 'CCC+' corporate credit rating reflects Sheridan's ongoing
thin margin of compliance with its minimum EBITDA covenant," said
Standard & Poor's credit analyst Tulip Lim.  "It also reflects our
expectation of continued difficult operating conditions across the
company's niche printing segments, its vulnerability to prevailing
economic pressures, its high debt leverage, and the secular shift
away from print media."


SINCLAIR BROADCAST: Eight Directors Elected at Annual Meeting
-------------------------------------------------------------
The annual meeting of shareholders of Sinclair Broadcast Group,
Inc., was held on June 14, 2012.  At the meeting, the shareholders
elected eight directors for a term expiring at the next annual
shareholders meeting in 2013 or until their respective successors
have been elected and qualified, namely:

   (1) David D. Smith;
   (2) Frederick G. Smith;
   (3) Duncan J. Smith;
   (4) Robert E. Smith;
   (5) Basil A. Thomas;
   (6) Lawrence E. McCanna;
   (7) Daniel C. Keith; and
   (8) Martin R. Leader.

The shareholders ratified the appointment of
PricewaterhouseCoopers LLP as the Company's independent auditors
for the fiscal year ending Dec. 31, 2012.

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the Form 10-Q for the quarter ended March 31,
2012, that any insolvency or bankruptcy proceeding relating to
Cunningham, one of its LMA partners, would cause a default and
potential acceleration under a Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of the Company's
seven LMAs with Cunningham, which would negatively affect the
Company's financial condition and results of operations.

The Company's balance sheet at March 31, 2012, showed
$1.77 billion in total assets, $1.85 billion in total liabilities,
and a $87.21 million total deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SKINNY NUTRITIONAL: Board Approves Bylaws Amendment
---------------------------------------------------
The board of directors of Skinny Nutritional Corp. approved an
amendment to the bylaws of the Company, effective as of June 13,
2012.  The amendment to the bylaws provides that the provisions of
Nevada Revised Statutes 78.378 to 78.3793 will not apply to the
Company.  The Company's board of directors approved the amendment
to its bylaws to provide the Company with greater flexibility in
enabling it to consider corporate transactions which may implicate
these statutes.

                     About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $7.66 million in 2011, compared
with a net loss of $6.91 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.15 million in total assets, $4.62 million in total liabilities,
all current, and a $2.47 million stockholders' deficit.

In its audit report for the 2011 financial statements, Marcum LLP,
in Bala Cynwyd, Pennsylvania, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had a working capital
deficiency of $3.17 million, an accumulated deficit of
$45,492,945, stockholders' deficit of $1.74 million and no cash on
hand.  The Company had net losses of $7.67 million and $6.91
million for the years ended Dec. 31, 2011, and 2010, respectively.
Additionally, the Company is currently in arrears under its
obligation for the purchase of trademarks.  Under the agreement,
the seller of the trademarks may choose to exercise their legal
rights against the Company's assets, which includes the
trademarks.


SP NEWSPRINT: DIP Financing Extended to Sept. 17
------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the amendment to the DIP Loan Agreement to extend the scheduled
termination date until Sept. 17, 2012.

The DIP Facility was set to expire on June 19, 2012.

On Jan. 25, 2012, the Court entered the final order (i)
authorizing the Debtors (a) to obtain postpetition secured
financing and (b) to utilize cash collateral; (ii) granting liens
and super-priority claims; and (iii) granting adequate protection
to prepetition secured parties basis and authorizing the Debtors
to incur up to (a) $20 million in postpetition financing, with
the ability to increase such amount to $25 million, without the
need for further Court approval, plus (b) other additional amounts
necessary to cover interest on prepetition loans and certain
lender professional fees.  The amount outstanding under the DIP
Facility, including $8 million related to the interest on
prepetition loans, is approximately $33 million.

                         About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


STEREOTAXIS INC: Files Form S-1; Registers 74.7MM Common Shares
---------------------------------------------------------------
Stereotaxis, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 relating to the offer and sale, from time to
time, by DAFNA LifeScience Ltd, Prescott Group Aggressive Small
Cap Master Fund, G.P., Iroquois Master Fund Ltd, et al., of up to
74,741,532 shares of the Company's common stock, which includes:

   (i) up to 40,700,324 shares of the Company's common stock
       issuable upon conversion of or otherwise underlying the
       Company's subordinated convertible debentures; and

  (ii) up to 34,041,208 shares of the Company's common stock
       issuable upon the exercise of warrants to purchase the
       Company's common stock.

This prospectus also covers any additional shares of common stock
that may become issuable upon anti-dilution adjustment pursuant to
the terms of these debentures warrants by reason of stock splits,
stock dividends, or similar events.  The debentures and warrants
to purchase common stock were acquired by the selling stockholders
in a private placement by us that closed on May 10, 2012.

The Company's common stock is listed on the Nasdaq Global Market
under the symbol 'STXS."  On June 8, 2012, the last reported sale
price for the Company's common stock on the Nasdaq Global Market
was $0.27 per share.

A copy of the prospectus is available for free at:

                         http://is.gd/pXQilW

                          About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at March 31, 2012, showed
$36.79 million in total assets, $60.16 million in total
liabilities, and a $23.36 million total stockholders' deficit.


STRAFFORD COUNTY: Moody's Affirms 'Ba2' G.O. Bond Rating
--------------------------------------------------------
Moody's Investors Service has affirmed Strafford County's (NH) Ba2
general obligation bond rating, affecting approximately $19.7
million in outstanding parity debt. Concurrently, Moody's has
revised the outlook to stable from negative.

Summary Ratings Rationale

The bonds are secured by a general obligation unlimited tax
pledge. The Ba2 rating reflects the county's continued weak
financial position, limited liquidity, and heavy reliance on cash
flow borrowing. Revision of the outlook to stable from negative
reflects Moody's belief that further credit deterioration is
unlikely at this time given the county's demonstrated ability to
maintain market access for cash flow borrowing, elimination of the
accumulated unreserved deficit in the General Fund related to a
large receivable due from the county nursing home through
accounting changes, and management's plan to incrementally
increase reserves and reduce dependence on cash flow borrowing
over the next several years.

Strengths

- Stable tax base with low unemployment

- Low long-term debt levels

- Stable property tax revenue collections

Challenges

- High reliance on cash flow borrowing to fund operations and
   debt service

- Loss of federal stimulus funds, which has helped augment fund
   balance

- Uncertainty of long-term nursing home expenditure pressures on
   General Fund operations

What Could Change The Rating - Up:

- Sustained record of structurally balanced operations and
   improved liquidity levels

- Rebuilding of General Fund reserves

- Decreased reliance on tax and revenue anticipation note
   borrowing

What Could Change The Rating - Down:

- Structurally imbalanced operations resulting in continued
   financial weakness

- Increased levels of cash-flow borrowing

- Failure to successfully execute reserve replenishment plan

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


STOCKTON, CA: Lays Out Cuts in Bankruptcy
-----------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Stockton, California, published a list of about
$23 million in cuts to be implemented through a Chapter 9
municipal bankruptcy filing if negotiations with creditors fail to
achieve savings sufficient to avoid court proceedings.  The cuts
include $12 million in debt payments and $11.2 million in employee
pay and benefits.

Bloomberg notes that the city council previously voted to
authorize the city manager to file for Chapter 9 municipal
bankruptcy absent concessions from creditors. The filing could
come as soon as June 26, because state law requires a period for
negotiating with creditors before a municipality can initiate
bankruptcy proceedings. The period for mediation was extended
until June 25.

                    About Stockton, California

Stockton, California, the seat of San Joaquin County, is the
fourth-largest city in the Central Valley of the U.S. state of
California. With a population of 291,707 at the 2010 census,
Stockton ranks as the state's 13th largest city.

Stockton was sued by the indenture trustee after failing to make a
payment of about $780,000 due Feb. 25 on $32.8 million in parking
garage revenue bonds.  The city council voted in February 2012 to
default on about $2 million in bond payments as a prelude under
state law for conducting workout negotiations with bondholders.

Stockton is taking advantage of a new California law that lets
municipalities in financial distress confidentially mediate with
creditors or "interested parties" with $5 million or more in
obligations or debt.

Ralph Mabey, a former U.S. bankruptcy judge, was selected as
mediator to conduct negotiations between the city and its
creditors.

Reuters notes Stockton's economy has been hit hard by the housing
market's steep downturn in inland California, slashing the city's
revenue.  Mayor Ann Johnston noted that only 150 new homes were
built in the city last year compared with 3,000 in 2007 and that
the city has cut $90 million in spending over the last three
years, the report says.


SWADENER INVESTMENT: Chapter 11 Bankruptcy Case Closed
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Oklahoma
has closed the Chapter 11 case of Swadener Investment Properties,
LLC, on May 31, 2012.  The Debtor had filed an application for
final decree, stating that the Joint Plan of Reorganization has
substantially been consummated.  The Court confirmed the Plan on
Dec. 6, 2011.

As a result of the Order, all creditors and security holders of
the Debtor are enjoined from instituting or continuing any action
or employing any process or engaging in any act to collect,
recover, or offset any debt or claim against the reorganized
company or any of its subsidiaries or against any person claiming
through the reorganized company or any of its subsidiaries.

As reported in the Troubled Company Reporter, on Dec. 6, 2011, the
Plan proposes to pay the Debtor's creditors from the rental income
and cash flow of the Debtor's operation of four commercial office
building and a commercial retail sales center.

General unsecured creditors holding claims in excess of $3,000
would receive a distribution of 100% of their allowed claims by
equal monthly payments over 120 months after the Effective Date.
Those holding claims in the amount of $3,000 or less would be paid
in full within 60 days of the Effective Date.

Secured creditors would receive distributions of interest and
principal beginning 30 days after the Effective Date.

Equity interest holds would retain their interest in the Debtor
after the Effective Date.

A coy of the Second Amended Plan is available for free at:

      http://bankrupt.com/misc/swadenerinvestment.doc135.pdf

                    About Swadener Investment

Tulsa, Oklahoma-based Swadener Investment Properties, LLC, owns
and operates four commercial office buildings and a retail
shopping Center.  The Company filed for Chapter 11 bankruptcy
protection (Bank. N.D. Okla. Case No. 11-10322) on Feb. 18, 2011.
Scott P. Kirtley, Esq., and Karen C. Walsh, Esq., at Riggs, Abney,
Neal, Turpen, Orbison, & Lewis, in Tulsa, Okla., serve as the
Debtor's bankruptcy counsel.  The Debtor disclosed $14,796,520 in
assets and $12,057,950 in liabilities as of the Chapter 11 filing.

Affiliate Pecan Properties, Inc. (Bankr. N.D. Okla. Case No.
11-10323) filed a separate Chapter 11 petition.


TOUSA INC: Has Continued Access to Cash Collateral Until Oct. 31
----------------------------------------------------------------
The Hon. John K. Olson of the U.S. Bankruptcy Court for the
Southern District of Florida, in an eleventh final order,
authorized TOUSA, Inc., et al.'s limited use of their prepetition
first and second lien lenders' cash collateral.

The Debtors would use the cash collateral to operate their
business operations until Oct. 31, 2012.  A full-text copy of the
approved budget is available for free at:

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

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

The Tousa committee filed a Chapter 11 plan in July 2010 based on
an assumption it would win the appeal.


U.S. RENAL: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Plano, Texas-based U.S. Renal Care Inc.

"We assigned our 'B+' credit rating, one notch above the corporate
credit rating, to its proposed $60 million revolving credit
facility and $305 million first-lien term loan," said Standard &
Poor's credit analyst Gail Hessol. "To this debt we assigned our
'2' recovery rating, indicating our expectation for substantial
(70% to 90%) recovery of principal in the event of payment
default," S&P said.

"We assigned our 'CCC+' credit rating, two notches below the
corporate credit rating, to USRC's proposed $120 million second-
lien term loan. To this debt we assigned our '6' recovery rating,
indicating our expectation for negligible (0 to 10%) recovery of
principal in the event of payment default," S&P said.

"When USRC's existing term loan is repaid with proceeds from the
new financing, we will withdraw our ratings on that debt," S&P
said.

"The rating on Plano, Texas-based U.S. Renal Care Inc. (USRC)
reflects its 'vulnerable' business risk profile and 'highly
leveraged' financial risk profile according to our criteria,
unchanged despite the ownership transaction. USRC's pro forma
adjusted debt is 6.1x adjusted EBITDA for the 12 months ended
March 31, 2012, compared with actual adjusted leverage of 4.7x as
of March 31, 2012. Adjustments include the capitalization of
operating leases and the deduction of net income attributable to
noncontrolling interests (NCIs) from EBITDA," S&P said.

"The proposed transactions will be USRC's third major refinancing
since the beginning of 2010. We believe USRC will continue to
pursue growth and shareholder-friendly actions. Therefore, we
expect financial leverage to remain high. Leonard Green &
Partners, LP plans to purchase 59% of USRC. Two of the financial
sponsors, SV Life Sciences and Cressey & Co., which currently have
a stake in USRC, are purchasing new equity. Two current sponsors,
Salix Ventures and Select Capital, are selling their stakes. USRC
recapitalized in 2010 to finance the acquisition of Dialysis
Corporation of America (DCA), and in June 2011 to finance a
distribution to its owners," S&P said.


US FIDELIS: Co-Owner Pleads Guilty Again in $70-Million Fraud
-------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that Cory
Atkinson, the former owner of U.S. Fidelis, pled guilty on Monday
in Missouri federal court to charges stemming from his theft of as
much as $71 million in customer refunds and using it for personal
expenses.

Bankruptcy Law360 relates that it was the second time in a week
Atkinson had faced the music for his role in the scheme, which
also involved his brother.

                         About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., advise the Debtor.  GCG, Inc., is the
consumer claims and noticing agent.

Allison E. Graves, Esq., Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.

The Company scheduled assets of $74.4 million and liabilities of
$25.8 million as of the petition date.


VADIUM TECHNOLOGY: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Vadium Technology, Inc. filed with the Bankruptcy Court for the
Western District Washington its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $4,691,831
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,685,262
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $2,025,923
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $11,609,642
                                 -----------       -----------
        TOTAL                     $4,691,831       $20,320,827

A full text copy of the company's assets and liabilities is
available free at:

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

Seattle, Washington-based Vadium Technology, Inc. filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-10808) on
Jan. 30, 2012.  Bankruptcy Judge Marc Barreca presides over the
case.  Dallas W. Jolley, Jr., Esq. represents the Debtor in its
restructuring effort.  The Debtor estimated assets and debts at
$10 million to $50 million.  The petition was signed by Rodney
Gene Nicholls, president & CEO.


VITRO SAB: Judge Refuses to Limit Ruling on Bankruptcy Plan
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a federal judge is
standing firm in his rejection of Mexican glass maker Vitro SAB's
debt-restructuring plan, refusing to scale back his denial of the
controversial proposal.

                          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.

On June 13, U.S. Bankruptcy Judge Harlin "Cooter" Hale in Dallas
June 13 entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  The judge ruled 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 Mexican plan reduced the debt of subsidiaries on $1.2
billion in defaulted bonds even though they weren't in bankruptcy
in any country.


VS FOX RIDGE: Files for Chapter 11 in Salt Lake City
----------------------------------------------------
VS Fox Ridge, LLC, filed a bare-bones Chapter 11 petition (Bankr.
D. Utah Case No. 12-28001) in Salt Lake City on June 20, 2012.

Alpine, Utah-based VS Fox Ridge estimated assets and debts of
$10 million to $50 million.

Equity owners Stephen and Victoria Christensen simultaneously
sought Chapter 11 protection (Case No. 12-28010).


W.R. GRACE: Garlock Sealing Seeks Judicial Notice
-------------------------------------------------
Garlock Sealing Technologies LLC asks the U.S. District Court for
the District of Delaware for judicial notice of certain subsequent
proposed legislation and to supplement the appellate record to the
extent necessary.  Garlock asserts that judicial notice is
mandatory if a party requests it and supplies the District Court
with the necessary information to ascertain whether the
information is readily verifiable.

W.R. Grace & Co. and its debtor affiliates, together with other
debtors involved in Garlock's consolidated appeal, filed a joint
response to the request.

The Debtors contend that Garlock has moved the District Court to
take judicial notice of, or to supplement the appellate record
with, four bills that are unenacted -- either proposed and pending
or, as to one of the bills, recently deceased in committee and no
longer even pending -- in several state legislative bodies and in
Congress.

The Debtors argue that Garlock's request should be denied because
the unenacted Proposed Legislation is irrelevant, and that the
request is nothing more than an attempt by Garlock to file another
brief in an effort to supplement and rehabilitate its arguments.
They add that Garlock's latest tactical maneuvering should not be
countenanced, and that by asking the District Court to focus on
immaterial and irrelevant draft legislation, Garlock seeks to turn
the Court's focus from the true issue currently pending before it
to an unnecessary and inappropriate discussion on evils Garlock
perceives in the asbestos bar and in the asbestos trust system.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


W.R. GRACE: Files Report for 1st Quarter Claim Settlements
----------------------------------------------------------
W.R. Grace & Co. and its affiliates report that they settled
claims with settled amounts that equal or exceed $50,000 but do
not exceed $1,000,000, for the period from January 1, 2012,
through March 31, 2012, pursuant to two settlement agreements:

  * a settlement to resolve claims asserted by the New York
    Department of Taxation and Finance; and

  * a notice of final judgment and settlement with respect to
    claims asserted by Robert H. Locke.

                        Corrected Report

The Debtors filed a corrected report with respect to claims they
settled in amounts that equal or exceed $50,000 but do not exceed
$1,000,000, for the period from July 1 through September 30, 2011.
The corrected report disclosed these settlements:

* a claim settlement notice for Claim Nos. 8378, 8379 and 8380
   for the settlement of breach of contract, fraud, unfair
   trade practices and indemnification claims of former Grace
   vermiculite customer for $190,000;

* settlement of a lawsuit captioned Delphi Corporation vs.
   Grace Davison, Adv. Proc. No. 07-0235 (Bankr. S. D. N.Y.),
   for $300,000; and

* settlement of a lawsuit captioned USA and State of
   Georgia v. Airgas Carbonic, Inc., et al., including Grace.

The Delphi Action seeks to avoid and recover $1,046,440 in
preferential transfers pursuant to Sections 547 and 550 of the
Bankruptcy Code.  The State of Georgia Action relates to an
alternate energy resources site located in Augusta, Georgia, and
the settlement allows a prepetition de minimis claim for $503 to
the U.S. Environmental Protection Agency and $15 to Georgia.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


W.R. GRACE: Thomas Vanderslice Resigns as Board Member
------------------------------------------------------
Thomas A. Vanderslice on May 3, 2012, notified the Board of
Directors of W. R. Grace & Co. that he would resign as a member of
the Board and its Lead Independent Director, according to Grace's
May 7, 2012 filing with the U.S. Securities and Exchange
Commission.  The resignation is effective following the Board's
next regularly scheduled meeting on June 28, 2012.

The independent members of the Board elected Christopher J.
Steffen, a current director, to succeed Mr. Vanderslice as Lead
Independent Director.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


WAVE2WAVE COMMS: Jeffrey C. Mason OK'd as Litigation Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Wave2Wave Communications Inc., et al., to employ
Jeffrey C. Mason, Esq. as special litigation counsel.

As reported in the Troubled Company Reporter on May 25, 2012,
Mr. Mason, a managing member of the firm of Jeffrey C. Mason, will
continue to represent the Debtors:

   1. in an action pending in the Superior Court of New Jersey,
      Law Division, Monmouth County, which the Debtors are
      defending claims by IncNetworks, Inc., third party
      plaintiff, for unliquidated damages arising from alleged
      fraud and misrepresentation; and

   2. in a litigation against Euro Wolf, LLC and JMP Asset
      Management LLC relating to subscription agreements, which
      Wolf and JMP have breached their obligations under the
      respective subscription agreements.

As compensation for Mr. Mason's services in connection with the
Euro Wolf and KMP matters, the Debtors propose to pay Mr. Mason
from the gross proceeds of recovery these fees:

   a) 33-1/3% of any recovery upon settlement or judgment; and

   b) an additional 7% of any recovery after notice of appeal is
      filed or post judgment relief action is required for
      recovery on the judgment.

Mr. Mason did not receive any monies for the Debtors for services
rendered prepetition.  In addition, as of the Filing Ddate, the
Debtors owed Mr. mason $10,990 for prepetition services performed
in connection with the IncNetworks litigation.

To the best of the Debtors' knowledge, Mr. Mason dows not hold or
represent an interest adverse to the Debtors or their estate.

                   About Wave2Wave Communications

Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012.  Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999.  Judge Donald H. Steckroth presides
over the case.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel.   Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., serves as their
special counsel.  Kurtzman Carson Consultants LLC serves claims,
noticing and balloting agent.  J.H. Cohn LLP serves as financial
advisor.  The petition was signed by Steven Asman, president and
chairman of the Debtors' board.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee is represented by Cooley
LLP.


WAVE2WAVE COMMS: Plan Disclosure Hearing Scheduled for July 12
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on July 12, 2012, at 10 a.m., to consider
adequacy of the Disclosure Statement explaining Wave2Wave
Communications Inc., et al.'s proposed Plan of Reorganization
dated April 19, 2012.

The U.S. Securities and Exchange Commission filed documents asking
the Court to deny approval of the Disclosure Statement because the
document describes "a scheme to evade the federal securities laws
and effectuate a back door initial public offering for Wave2Wave's
stock."  The SEC has already issued an order that has prevented
the Debtors from offering their securities through an S-1
registration statement and the SEC is conducting an investigation
into whether the Debtors' registration statement violated the
anti-fraud provisions of the federal securities laws.  Similarly,
the SEC explained that the Disclosure Statement describes a Plan
where the principal purpose is to avoid the registration
requirements of the federal securities law, in contravention of
Section 1129(d) of the Bankruptcy Code.

                         Terms of the Plan

According to the Disclosure Statement, the Plan was developed
after extensive investigation and analysis of the Debtors' current
cash flow, overhead, expenses, and projected cash flow.  The
Debtors believe that the Plan will result in the greatest possible
recovery to creditors.

The Debtors are entering into two viable alternative transactions
under the Plan.  Under the first transaction (the Reverse Merger
Transaction or RMT) the Debtors will consummate the Reverse Merger
if the Reverse Merger Conditions are satisfied by the Proposed
Merger Date.  If the Reverse Merger Conditions are not satisfied
by the Proposed Merger Date, the Debtors will enter into an
alternative transaction pursuant to which, among other items, the
DIP Loan will be converted into a term loan in exchange for 70% of
the outstanding equity of Reorganized Wave2Wave.

Both the Reverse Merger Transaction and DIP Loan Conversion
require the Debtors to raise additional capital/indebtedness to
consummate either of those transactions for which the Debtors
currently have no commitment to raise additional capital/
indebtedness.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/WAVE2WAVE_COMMUNICATIONS_ds.pdf

                   About Wave2Wave Communications

Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012.  Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999.  Judge Donald H. Steckroth presides
over the case.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel.   Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., serves as their
special counsel.  Kurtzman Carson Consultants LLC serves claims,
noticing and balloting agent.  J.H. Cohn LLP serves as financial
advisor.  The petition was signed by Steven Asman, president and
chairman of the Debtors' board.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee is represented by Cooley
LLP.




WESTERN POZZOLAN: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Western Pozzolan Corp. filed with the Bankruptcy Court for the
District of Nevada its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $9,000,000
  B. Personal Property            $1,825,304
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,163,317
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $419,420
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         $333,274
                                 -----------      -----------
        TOTAL                     $10,825,304     $2,916,012

A full text copy of the company's assets and liabilities is
available free at:

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

                    About Western Pozzolan Corp.

Western Pozzolan Corp. filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 12-11040) in Las Vegas, Nevada,
on Jan. 30, 2012.  Judge Mike K. Nakagawa is assigned to the case,
taking over from Judge Linda B. Riegle.  Matthew Q. Callister,
Esq., at Callister & Associates, serves as the Debtor's counsel.
The Debtor estimated assets of $10 million to $50 million and
debts of up to $10 million.  The petition was signed by James W.
Scott, vice president.

According to its Web site, Western Pozzolan operates the Long
Valley Pozzolan Plant in Lassen County, California.  Activities
include mining, processing, developing and marketing Pozzolan for
a variety of applications for which this inorganic, industrial
mineral is uniquely suited.

According to the Troubled Company Reporter's records, Western
Pozzolan first filed for bankruptcy protection (Bankr. D. Nev.
Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.

The U.S. Trustee appointed three creditors to the Official
Committee of Unsecured Creditors.


WILLARD RENTAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Willard Rental Properties, LLC, an Ohio LLC
        116 Penn Avenue
        Mansfield, OH 44903

Bankruptcy Case No.: 12-61724

Related entities that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
Willard Rental Properties, LLP        12-61725
Willard Home Improvement, Inc.        12-61726
Jerry and Janet Stackhouse            12-61728

Chapter 11 Petition Date: June 19, 2012

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

About the Debtors: Willard LLC owns 40 residential rental units
                   located primarily in Richland and Crawford
                   counties in Ohio.  Willard LLP rents over 900
                   residential and/or commercial units located in
                   Richland, Crawford, Huron, Erie and Seneca
                   counties.  Home Improvement manages and
                   maintains approximately 1,100 rental units
                   owned or controlled by Willard LLC, Willard LLP
                   or Jerry and Janet Stackhouse.  Home
                   Improvement also has a construction business
                   although the recession has hit the business.

Debtors' Counsel: Ann L. Zarick, Esq.
                  MCDONALD HOPKINS LLC
                  600 Superior Avenue, East, Suite 211
                  Cleveland, OH 44114
                  Tel: (216) 348-5400
                  Fax: (216) 348-5474
                  E-mail: azarick@mcdonaldhopkins.com

                         - and ?

                  Matthew A. Salerno, Esq.
                  MCDONALD HOPKINS LLC
                  600 Superior Avenue, East, Suite 2100
                  Cleveland, OH 44114
                  Tel: (216) 348-5400
                  Fax: (216) 348-5474
                  E-mail: msalerno@mcdonaldhopkins.com

                         - and ?

                  Michael J. Kaczka, Esq.
                  MCDONALD HOPKINS LLC
                  600 Superior Avenue, East, Suite 2100
                  Cleveland, OH 44114
                  Tel: (216) 348-5400
                  E-mail: mkaczka@mcdonaldhopkins.com

                         - and ?

                  Shawn M. Riley, Esq.
                  MCDONALD HOPKINS LLC
                  600 Superior Avenue, East, Suite 2100
                  Cleveland, OH 44114
                  Tel: (216) 348-5400
                  E-mail: sriley@mcdonaldhopkins.com

Debtors'
Financial
Advisors:         BBP PARTNERS, LLC

Willard LLC's
Estimated Assets: $1,000,001, to $10,000,000

Willard LLC's
Estimated Debts: $1,000,001, to $10,000,000

Willard LLP's
Estimated Assets: $10,000,001, to $50,000,000

Willard LLP's
Estimated Debts: $10,000,001, to $50,000,000

The petitions were signed by Janet S. Stackhouse, secretary.

Debtor's Consolidated List of Their 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Evalyn M. Fisher Living Trust      Unsecured Loan          $75,000
Evalyn M. Fisher as Trustee
939 Maplewood Street
Willard, OH 44890

Edward L. Fisher Living Trust      Unsecured Loan          $75,000
Edward L. Fisher as Trustee
939 Maplewood Street
Willard, OH 44890

Lowe's Companies, Inc.             Trade Debt              $10,463
1000 Lowe's Boulevard
Mooresville, NC 28115

Sherwin Williams Co.               Trade Debt               $8,479

HSBC Business Solutions (Menards)  Trade Debt               $6,452

Rumpke Consolidated Companies      Trade Debt               $5,877

Speedway                           Trade Debt               $5,034

Allied Supply                      Trade Debt               $3,972

Shaw Carpet                        Trade Debt               $3,249

Dillman Septic Tank Cleaning       Trade Debt               $2,715

City of Norwalk                    Utility                  $2,540

Robertson Heating Supply Co.       Trade Debt               $1,647

Village of Plymouth                Utility                  $1,524

Verizon Wireless                   Utility                  $1,340

Crystal Glass & Mirror             Trade Debt               $1,236

Carter Lumber                      Trade Debt               $1,181

Powell Supply, Inc.                Trade Debt               $1,139

Johnson & Dolesch                  Professional Services      $960

Ace Hardware ? Willard             Trade Debt                 $831

Southland Flooring Supplies        Trade Debt                 $764


WOOTEN GROUP: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Wooten Group, LLC
        303 South Robertson Boulevard
        Beverly Hills, CA 90211

Bankruptcy Case No.: 12-31323

Chapter 11 Petition Date: June 19, 2012

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

Judge: Thomas B. Donovan

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  LAW OFFICE OF M. JONATHAN HAYES
                  9700 Reseda Boulevard, Suite 201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  E-mail: jhayes@hayesbklaw.com

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

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

The petition was signed by Mark Slotkin, managing member.

Debtor's List of Its Four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
GAF Building Materials             Tenant ? Navone -       $18,303
3301 N. Navone Road                deposit
Stockton, CA 95215

Fruit Fillings, Inc.               Tenant ? Angus -        $10,800
2531 East Edgar                    Prop - deposit
Fresno, CA 93706

Fred Maidenberg, CPA               LLC Acctg Svces 2012     $7,500
526 N. Larchmont Boulevard, Suite 200
Los Angeles, CA 90004

IC Systems, Inc.                   AT&T Collections           $889


WYLDFIRE ENERGY: Files for Chapter 11 in Wichita Falls
------------------------------------------------------
Palo Pinto, Texas-based Wyldfire Energy, Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-70239) in
Wichita Falls on June 20, 2012.

The Debtor disclosed total assets of $15 million and total
liabilities of $5.547 million, all unsecured, as of June 20, 2012.

Tamara Ford, 100% stockholder, signed the Chapter 11 petition.

In the corporate resolution, Ford said that Wyldfire has suffered
business reversals, which resulted to the loss of some of its
major assets and going concern value.  The business is unable to
pay its debt as it accrues, according to the court filing.


ZOGENIX INC: Grants Mallinckrodt Right to Sell Sumavel DosePro
--------------------------------------------------------------
Zogenix, Inc., and Mallinckrodt LLC entered into a co-promotion
agreement on June 6, 2012.  Under the terms of the co-promotion
agreement, Mallinckrodt was granted a co-exclusive right to
promote Sumavel DosePro to a mutually agreed prescriber audience
in the United States.  Under the Agreement, Mallinckrodt's sales
team will begin selling Sumavel DosePro to its customer base of
prescribers no later than Aug. 20, 2012.  Mallinckrodt has
committed to a minimum number of sales representatives for the
initial term of the Agreement, which runs through June 30, 2014,
and can be extended by mutual agreement of the parties in
additional six month increments.  Zogenix remains responsible for
the manufacture, supply and distribution of commercial product for
sale in the United States.  In addition, Zogenix will supply
product samples to Mallinckrodt at an agreed upon transfer price
and Mallinckrodt will reimburse Zogenix for all other promotional
materials used.

In partial consideration of Mallinckrodt's sales efforts, Zogenix
will pay Mallinckrodt a service fee on a quarterly basis that
represents a specified fixed percentage of net sales of
prescriptions generated from Mallinckrodt's prescriber audience
over a baseline amount of net sales to the same prescriber
audience.  In addition, upon completion of the co-promotion term
in June 30, 2014, and only if the Agreement is not terminated as a
result of certain circumstances, Zogenix will be required to pay
Mallinckrodt an additional tail payment calculated as a fixed
percentage of the Mallinckrodt net sales over the Baseline Net
Sales during the first full 12 months following the last day of
the term.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

As reported in the TCR on March 8, 2011, Ernst & Young LLP, in San
Diego, Calif., expressed substantial doubt about Zogenix's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that of the Company's
recurring losses from operations and lack of sufficient working
capital.

The Company reported a net loss of $83.90 million in 2011,
compared with a net loss of $73.56 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$82.28 million in total assets, $82 million in total liabilities,
and $278,000 in total stockholders' equity.


* Sexual Harassment Nondischargeable Automatically
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chief U.S. Bankruptcy Judge Cecelia Morris in
Poughkeepsie, New York, ruled on June 18 that a claimant who won a
$200,000 jury verdict for sexual harassment by a bankrupt was
entitled to have the debt declared nondischargeable as a willful
and malicious injury under Section 523(a)(6) of the U.S.
Bankruptcy Code.

According to the report, although the jury verdict had been upheld
in the U.S. Court of Appeals, the bankrupt argued unsuccessfully
that the jury didn't make a required finding that the conduct was
intentional.  Judge Morris disagreed and granted summary judgment
declaring the judgment nondischargeable.  Judge Morris followed
three other bankruptcy courts concluding that sexual harassment is
"an inherently intentional tort" excepted from discharge. She said
that the charge to the jury complied with the Supreme Court's
requirements in Geiger requiring a deliberate or intentional
injury, not merely a deliberate or intentional act that leads to
injury.

The case is Basile v. Spagnola (In re Spagnola), 11-09055,
U.S. Bankruptcy Court, Southern District of New York
(Poughkeepsie).


* Cash Collateral Order Disappears on Dismissal of Case
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Matthew F. Kennelly in Chicago
ruled on May 29 that a bankruptcy court order restricting the use
of cash collateral is no longer binding when the bankruptcy is
dismissed.

According to the report, the case involved a company briefly in
Chapter 11. The bankruptcy judge signed an order governing the use
of cash collateral for the period May 1 to May 31.  The case was
dismissed on May 18.  Immediately after dismissal, the cash was
distributed to parties other than the secured lender.  The lender
later filed suit against the third parties, alleging that
disbursement of the cash collateral after dismissal violated the
bankruptcy court order.

Judge Kennelly, the report relates, dismissed the portion of the
lawsuit based on violating the bankruptcy court's cash collateral
order.  He said that limitations on use of cash are "inextricably
intertwined with the pendency of a bankruptcy case." A cash
collateral order, like a preliminary injunction, cannot survive
dismissal of a complaint, he said.

The case is Jefferson-Pilot Investments Inc. v. Capital First
Realty Inc., 10-7633, U.S. District Court, Northern District of
Illinois (Chicago).


* Moody's Says Durbin Amendment Pressures U.S. Banks
----------------------------------------------------
The Durbin Amendment's reform of the industry hits banks the
hardest, while merchant acquirers and retailers benefit from the
rule changes, says Moody's Investors Service in a new special
comment "New Debit Rules Hurt Banks and Reshape the Payment
Processor Market."

The Durbin Amendment - part of the Dodd-Frank Wall Street Reform
and Consumer Protection Act - addresses debit-card transaction
fees from payments processed via Visa (A1 stable) and Mastercard
(A3 stable). The legislation curtails debit fees paid by merchants
to banks and mandates that merchants have a choice between at
least two unaffiliated debit processor networks.

"While the Durbin Amendment creates greater competition in the PIN
debit market, Visa will preserve its leading market position in
the more profitable signature debit space," said Stephen Sohn, a
Moody's Vice President -- Senior Credit Officer.

Despite one of the original intents of the Durbin Amendment to
protect consumers, Moody's does not expect cost savings to
retailers to flow through to consumers, rather that retailers will
retain the savings as they attempt to offset rising operational
costs. Banks will be most affected as they struggle to adjust to
the new rule and replace lost revenues.

"Banks are clearly the losers from the Durbin Amendment, as debit
card fees have historically been a significant revenue source,"
said Curt Beaudouin, a Moody's Vice President -- Senior Analyst.
"Banks are attempting to recoup some of the lost revenue via other
fees and expense cuts, but this process will be halting and
difficult."

Banks collected $16.2 billion in debit card interchange fees in
2009, says Moody's. The three biggest debit card issuers - Bank of
America Corporation (Baa1 under review), Wells Fargo & Company (A2
negative) and JPMorgan Chase & Co. (Aa3 under review) - accounted
for 42% of total purchase share in 2011.

Small merchant acquirers will benefit more meaningfully from the
lower interchange fees than larger rivals, at least through 2013,
says Moody's. That's because they typically have a greater ratio
of bundled agreements with smaller retailers, compared to industry
leaders First Data (B3 stable) and Vantiv (Ba2 stable). The larger
processors have more transparent "interchange plus" deals and are
subject to greater pricing leverage exerted by their larger
retailer clients.


* Davidoff to Head Greenberg Glusker's Bankruptcy Practice
----------------------------------------------------------
Greenberg Glusker disclosed that bankruptcy attorney Brian L.
Davidoff and his practice group will join the Firm, effective
July 1, 2012.  Davidoff will head the Firm's Bankruptcy and
Financial Restructuring Group.  The attorneys moving with Davidoff
include C. John M. Melissinos and Claire E. Shin, who also will
join Greenberg Glusker's Bankruptcy and Financial Restructuring
Group, and Benjamin M. Alexander, who will join Greenberg
Glusker's Corporate Group.  All four have practiced at Davidoff
Gold LLP since February 2012, and prior thereto practiced at
Rutter Hobbs & Davidoff, where Davidoff was Managing Partner.

Thirteen other former Rutter, Hobbs & Davidoff attorneys joined
Greenberg Glusker at the beginning of 2012.  Davidoff, Alexander,
Melissinos and Shin had planned to join the firm at the same time,
but a pending matter raised conflicts of interest which prevented
them from moving with their Rutter Hobbs colleagues then.  The
matter that created the conflict has now been resolved, making the
long-hoped-for move now possible.

"Brian and his team were presented with many other opportunities
both at the time of our initial discussions and over the past five
months," said Stephen Smith, Greenberg Glusker's Managing Partner.
"We are honored that they continue to want to practice with us and
are grateful that they were willing to wait for the conflict to
resolve.  Their reputation in bankruptcy circles is unparalleled.
Their breadth of experience elevates our practice, creates new
resources for our clients, and cements the Firm as full service in
every respect."

"I am very pleased to be joining Greenberg Glusker where many of
my prior partners are now practicing," said Davidoff.  "The Firm's
broad range of specialties, and its focus on Southern California
businesses, provides an excellent complement to my practice."

Davidoff and his fellow bankruptcy attorneys represent debtors and
creditors, equity holders, creditors' committees, secured
creditors, and indenture trustees in chapter 11 restructurings,
chapter 7 liquidations, workouts, creditor committee
representation, distressed asset dispositions, and adversary
litigation. Notable engagements include advising the CEO of
Contessa Premium Foods Inc., a name brand seller of frozen foods,
in a bankruptcy-related sale; advising Cisco Brothers, Inc., a Los
Angeles based manufacturer of sustainable furniture, through its
chapter 11 reorganization; and acting as debtor's counsel for J.T.
Thorpe, Inc. in connection with the restructure of the first
asbestos litigation related reorganization in the Central District
of California.

Alexander will rejoin his Rutter Hobbs Corporate Department
colleagues, Andrew Apfelberg, Richard Hong, Richard Sweet, and
Joel Weinstein.

In addition to the seventeen former Rutter Hobbs & Davidoff
lawyers, Greenberg Glusker welcomed Kenneth Fields, formerly of
Silver Friedman LLP, earlier this year.


* Weil Gotshal's Larson to Lead Forshey Prostok's Dallas Office
---------------------------------------------------------------
Michelle V. Larson has been named a partner with Forshey Prostok
LLP, a Fort Worth-based law firm specializing in bankruptcy and
bankruptcy litigation.  With more than 15 years of experience in
all facets of bankruptcy, restructuring and commercial litigation,
Larson will head the firm's new Dallas office.

Located at 500 Crescent Court, Suite 240, the new office marks the
first time the Fort Worth-headquartered law firm has entered the
Dallas market.

"I'm pleased to join such an accomplished team of bankruptcy
attorneys," Larson said.  "Forshey Prostok is already one of the
top bankruptcy firms in Texas, and I'm excited to be able to
spearhead the opening of its Dallas office."

Prior to joining Forshey Prostok, Larson was with the Dallas
office of Weil, Gotshal & Manges LLP.  She has an AV Peer Review
Rating by Lexis Nexis Martindale-Hubbell, and is a member of the
Dallas Bar Association, the American Association of Attorney-
Certified Public Accountants, the International Women's Insolvency
and Restructuring Confederation, and Attorneys Serving the
Community.

Some of her more notable recent experience includes representing
the Texas Rangers in the successful sale of the franchise in
Chapter 11, and representing Crescent Resources, a multi-faceted
real estate company and its 120 affiliates in Chapter 11
proceedings that involved the restructuring of over $2 billion of
secured and unsecured debt.

"Michelle's experience and extensive knowledge of the bankruptcy
market and her exceptional reputation in the legal community make
her the ideal partner, not only for our firm, but also as the
person to lead the growth and expansion of our Dallas office,"
said Jeff Prostok, a founding partner of Forshey Prostok.

Larson received her B.S. in Accounting at Nicholls State
University, where she was named valedictorian of her graduating
class.  She earned her J.D. at Loyola University School of Law,
graduating magna cum laude, while serving on both Law Review and
Moot Court.  Larson is also a Certified Public Accountant in the
State of Louisiana.

Forshey Prostok has extensive experience in all areas of
bankruptcy law.  The firm's scope of recent and on-going
representation includes business reorganizations, enforcement of
creditor's rights, leading commercial and bankruptcy-related
litigation, overseeing creditor's committees, directing workouts
and closing bankruptcy acquisitions.


* BOOK REVIEW: Legal Aspects of Health Care Reimbursement
---------------------------------------------------------
Authors:  Robert J. Buchanan, Ph.D., and James D. Minor, J.D.
Publisher: Beard Books
Softcover: 300 pages
List Price: $34.95
Review by Henry Berry

With Legal Aspects of Health Care Reimbursement, Buchanan, a
professor in the School of Public Health at Texas A&M, and Minor,
an attorney, have come up with an invaluable resource for lawyers
and anyone else seeking an introduction to the legal and social
issues related to Medicare and Medicaid.  The administrative costs
of Medicare and Medicaid reimbursement have been a heated topic of
debate among public officials and administrators of provider
healthcare organizations, especially health maintenance
organizations.  Although inflation and the use of costly medical
technology are key factors in the rise in Medicare and Medicaid
costs, some control can be gained through appropriate compliance,
using more efficient procedures and better detection of fraud.
This work is a major guide on how to go about doing this.
Though mostly a legal treatise, Legal Aspects of Health Care
Reimbursement, first published in 1985, also offers commentary
through legislative and regulatory analyses, thereby explaining
how healthcare reimbursement policies affect the solvency and
effectiveness of the Medicare and Medicaid programs.
In discussing how legislation and regulations affect the solvency
and effectiveness of government-provided healthcare, the authors
offer insight into the much-publicized and much-discussed issue of
runaway healthcare costs.  Buchanan and Minor do not deny that
healthcare costs are out of control and are onerous for the
government and ruinous for many individuals.  But healthcare
reimbursement policies are not the cause of this, the authors
argue.  To make their case, they explain how the laws and
regulations in different areas of the Medicare and Medicaid
programs create processes that are largely invisible to the
public, but make the programs difficult to manage financially. The
processes are not well thought out nor subject to much quality
control, with the result that fraud is chronic and considerable.

The areas of Medicare covered in the book are inpatient hospital
reimbursement, long-term care, hospice care, and end-stage renal
disease.  The areas of Medicaid covered are inpatient hospital and
long-term care plus abortion and family planning services. For
each of these areas, the authors discuss the conditions for
receiving reimbursement, the legislation and regulations regarding
reimbursement, the procedures for being reimbursed, the major
areas of reimbursement (for example, capital-related costs,
dietetic services, rental expenses); and court cases, including
appeals.  Reimbursement practices of selected states are covered.
For each of the major areas of interest, the chapters are
organized in a manner that is similar to that found in reference
books and professional journals for attorneys and accountants.
Laws and regulations are summarized and occasionally quoted with
expert background and commentary supplied by the authors.  With
regard to court cases and rulings pertaining to Medicare and
Medicaid, passages from court papers are quoted, references to
legal records are supplied, and analysis is provided. Though the
text delves into legal issues, it is accessible to administrators
and other lay readers who have an interest in the subject matter.
Clear chapter and subchapter titles, a table of cases following
the text, and a detailed index enable readers to use this work as
a reference.

The value of this book is reflected in the authors' ability to
distill great amounts of data down to one readable text.  It
condenses libraries of government and legal documents into a
single work.  Answers to questions of fundamental importance to
healthcare providers -- those dealing with qualifications,
compliance, reimbursable costs, and appeals -- can be found in one
place. Timely reimbursement depends on proper application of the
rules, which is necessary for a provider's sound financial
standing. But the authors specify other reasons for writing this
book, to wit: "Providers should have a general knowledge of the
law and should not rely on manuals and regulations exclusively."
By summarizing, commenting on, and citing cases relating to
principal provisions of Medicare and Medicaid, the authors
accomplish this objective.

The authors also cover the topic of fraud with respect to both
Medicare and Medicaid, offering both a legal treatment and
commentary.  At the end of each chapter is a section titled
"Outlook," which contains a discussion of government studies,
changes in healthcare policy, or other developments that could
affect reimbursement.  Although this work was published over two
decades ago, much of this discussion is still relevant today.
Finally, the book is a call for change.  The authors remark in
their closing paragraph: "Given the increasing for-profit
orientation of the major segments of the health care industry,
proprietary providers should be particularly responsive to new
efficiency incentives" in reimbursement.  In relation to this,
"policymakers [should] develop reimbursement methods that will
encourage providers to become more efficient."

Robert J. Buchanan is currently a professor in the Department of
Health Policy and Management in the School of Rural Public Health
at the Texas A&M University System Health Sciences Center.  James
D. Minor, a former law professor at the University of Mississippi,
has his own law practice.



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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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