TCR_Public/120625.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 25, 2012, Vol. 16, No. 175

                            Headlines

10-16 MANHATTAN: Has Access to DG UWS's Cash Until October 2012
ACCENTIA BIOPHARMACEUTICALS: Sells $1.1-Mil. Units for $225,000
AES CORP: Bank Debt Trades at 0.50% Off in Secondary Market
AGY HOLDING: Expands UBS Credit Agreement by $7.3 Million
AMERICAN DEFENSE: Armor Defense Withdraws Tender Offer

APEX KATY: Court Approves $320,000 Loan from Pankaj K. Shah
APPIAN CORP: Case Summary & 2 Largest Unsecured Creditors
ARCTIC GLACIER: Gets Court's Nod of Sale to HIG; Stay Extended
ARCH COAL: Bank Debt Trades at 1.2% Off in Secondary Market
BALL GROUND: McKenna to Represent RRDA in Chapter 11 Case

BALL GROUND: Wants to Hire Ragsdale Beals as Attorney
BCBG MAX: S&P Cuts Corp. Credit Rating to 'CCC' on Covenant Breach
BICENT HOLDINGS: Court OKs Implementation of Trading Freeze Period
BONDS.COM GROUP: XOL Holding Hikes Ownership to 12%
BOOMERANG SYSTEMS: Accepts $5MM Subscriptions for Conv. Notes

BOTTLED WATER: Case Summary & 20 Largest Unsecured Creditors
BURGER KING: Bank Debt Trades at 0.7% Off in Secondary Market
CAESARS ENT: Bank Debt Trades at 12% Off in Secondary Market
CALPINE CORP: Bank Debt Trades at 1.4% Off in Secondary Market
CALUMET SPECIALTY: Moody's Affirms 'B2' CFR, Rates Sr. Notes 'B3'

CALUMET SPECIALTY: S&P Affirms 'B' CCR on Royal Purple Acquisition
CAPITOL BANCORP: Pursues Dual-Track Restructuring
CATALYST PAPER: Exit Lenders May Require Higher Ranked Liens
CCS INCOME: Bank Debt Trades at 3.7% Off in Secondary Market
CDW: Bank Debt Trades at Slight Discount in Secondary Market

CELL THERAPEUTICS: 2012 Annual Meeting Rescheduled for Aug. 28
CENTRAL FEDERAL: June 14 is New Record Date for Rights Offering
CIRCUS AND ELDORADO: Hearing Today on Further Access to Cash
CIRCUS & ELDORADO: Hearing on Plan Disclosure Set for July 23
CLAIRE'S STORES: Bank Debt Trades at 5.5% Off in Secondary Market

CLEAR CHANNEL: Bank Debt Trades at 21% Off in Secondary Market
COMPOSITE TECHNOLOGY: Taps Attorneys for Cases in England, Germany
COMPREHENSIVE CARE: D. Pitts Resigns; R. Landis Named CFO
COMSTOCK MINING: Five Directors Elected at Annual Meeting
COMMUNITY FIRST: Terminates Branch Purchase Pact with Capstar

CUBESMART LP: Moody's Assigns 'Ba1' Rating to Preferred Stock
DAIS ANALYTIC: Has Forbearance with Platinum Until July 15
DELTA PETROLEUM: U.S. Trustee Forms 3-Member Creditors Committee
DYNCORP INT'L: S&P Alters Outlook to Negative on Uncertain Demand
ELITE PHARMACEUTICALS: Withdraws Registration Statement with SEC

EPICEPT CORP: Sells License Rights to Caplene in European Union
ESSAR STEEL: S&P Lowers CCR to 'CCC' on Weak Liquidity Position
FNB UNITED: 10 Directors Elected at Annual Meeting
FOURTEEN-EIGHT LLC: Case Summary & 15 Largest Unsecured Creditors
FRIENDSHIP VILLAGE: Fitch Retains 'BB-' Rating on $15-Mil. Bonds

GENTA INC: Warrell & Itri Disclose 24.3% Equity Stake
GENTA INC: Gary Siegel Discloses 9.2% Equity Stake
GIBSON GUITAR: Moody's Raises CFR to 'B2'; Outlook Positive
GMX RESOURCES: Fails to Comply with NYSE's $1 Share Price Rule
GOLDEN TEMPLE: Gets Court's Nod to Hire Moss Adams as Accountant

GOLDEN TEMPLE: Taps Lane Powell for Multnomah County Litigation
GREEN FIELD: S&P Cuts CCR to 'CCC' on Lower Operating Cash Flow
GREEN MOUNTAIN: Moody's Cuts Rating Preferred Stock to 'Ba1'
HACKENSACK CHEVROLET: Case Summary & 20 Largest Unsec. Creditors
HACKENSACK CHEVROLET: May Be Purchased by Long Island Dealer

HACKENSACK CHEVROLET: Meeting to Form Creditors' Panel on June 28
HELLAS TELECOMMUNICATIONS: US Court Recognizes English Proceeding
HOUGHTON MIFFLIN: Confirms Prepack, Exits Chapter 11
ICOP DIGITAL: Court Enters Final Decree Closing Chapter 11 Case
IMPERIAL INDUSTRIES: QEP Signs Letter of Intent to Buy Business

INDIANAPOLIS DOWNS: Wins Approval of Amended Ch. 11 Plan
INFUSYSTEM HOLDINGS: Adopts 2012 Short-Term Incentive Plan
INTERNATIONAL ENVIRONMENTAL: Hires Goe & Forsythe as Counsel
IRVINE SENSORS: To Issue 29.3 Million Common Shares Under Plans
JEDD LLC: Case Summary & 16 Largest Unsecured Creditors

JESCO CONSTRUCTION: Case to be Dismissed Absent Plan by July 2
KEY BABY: Case Summary & 20 Largest Unsecured Creditors
KIEBLER RECREATION: Court Approves Case Conversion to Chapter 7
KINGTONE WIRELESSINFO: Gets Another 180-Day Extension by NASDAQ
LA JOLLA: Changes Domicile from Delaware to California

LEHMAN BROTHERS: OKs $40-Mil. MBS Class Suit Settlement Okayed
LENNAR CORP: Fitch Affirms 'BB+' Issuer Default Rating
LETKE & ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
LEXXA INC: Case Summary & 20 Largest Unsecured Creditors
LIGHTSQUARED INC: Ernst & Young Approved as Tax Service Provider

LOUISIANA TRANSPORT: Fitch Junks Rating on TIFIA Loan
LPATH INC: Five Directors Elected at Annual Meeting
MERIDIAN SHOPPING: Lone Assets Sold; Dismissal Sought
MONEY TREE: Chapter 11 Trustee Taps Renova Partners as Broker
MONEY TREE: Has Application for MorrisAnderson as CRO

MSR RESORT: DIP Loan Hiked to $65-Mil, Extended Until December
NAVISTAR INTERNATIONAL: NYSE Delists Stock Purchase Rights
NEW ENGLAND: Moody's Withdraws 'Ba1' Rating on Fixed Rate Bonds
NEW JERSEY HEALTH: Fitch Affirms 'B' Bond Rating; Outlook Stable
NEWPAGE CORP: MeadWestvaco Sues Firm Over Asbestos Trouble

NORIT HOLDING: S&P Puts 'B+' Corp. Credit Rating on Watch Positive
NORTEL NETWORKS: Resolves Deferred Compensation Plan Claims
NORTHSTAR AEROSPACE: Hiring Approvals Sought
NPC INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
OAKLAND-ALAMEDA: Moody's Upgrades LOC-Backed Ratings From 'Ba3'

PENSKE AUTOMOTIVE: S&P Raises CCR to 'BB-' on Increased Earnings
PEP BOYS-MANNY: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
PIONEER NATURAL: Fitch Rates $600-Mil. Unsecured Notes 'BB+'
PRINCE SPORTS: Cleared to Move Forward With Vote on Plan
PRODUCTION RESOURCE: S&P Cuts CCR to 'B-' on Revenue Decline

QUALITY DISTRIBUTION: Moody's Affirms 'B3' CFR; Outlook Positive
RAMPART MMW: Case Summary & 20 Largest Unsecured Creditors
RAPAT INC: Voluntary Chapter 11 Case Summary
RESIDENTIAL CAPITAL: Committee Subpoenas Ally, Officers
RESIDENTIAL CAPITAL: DIP Financing Terms Face Opposition

RESIDENTIAL CAPITAL: Gilberts Seek Dismissal of Ch. 11 Cases
REUNION INDUSTRIES: Incurs $981,000 Net Loss in 2011
RITE AID: Incurs $28.1 Million Net Loss in June 2 Quarter
RT MIDWEST: Case Summary & 20 Largest Unsecured Creditors
RG STEEL: Wins Court Nod to Auction Steel Mills

SANTA ROSA: Fitch Affirms 'D' Rating on $116.8-Mil. Revenue Bonds
SBARRO INC: Bankruptcy Case Ends After 1 Year
SHASTA LAKE: Asks Court to Close Chapter 11 Case
SILVERSUN TECHNOLOGIES: Completes Purchase of HighTower
SUN HEALTHCARE: Genesis Deal No Impact on Moody's 'B1' CFR/PDR

SUPERMEDIA INC: Schultze Asset Discloses 9.1% Equity Stake
TOLEDO-LUCAS: Fitch Lowers Rating on $9.43-Mil. Bonds to 'D'
TXU CORP: Bank Debts Trade Near 40% Off in Secondary Market
UNITED RETAIL: Versa Capital Unit Sponsors Plan Distributions
VICTORY ENERGY: Tidwell Replaces WilsonMorgan as Accountant

VERENIUM CORP: Messrs. Cavanaugh & Ruch Elected to Board
VS FOX: Case Summary & 8 Largest Unsecured Creditors
WALLA WALLA TOWN: Larry B. Feinstein Withdraws as Bankr. Counsel
WARNER SPRINGS: Meeting of Creditors Continued Until June 26
WASTEQUIP LLC: S&P Gives 'B' Corp. Credit Rating; Outlook Stable

WAVE SYSTEMS: Six Directors Re-Elected at Annual Meeting
WESTERN GAS: S&P Rates Proposed $520MM Senior Bullet Notes 'BB+'
WIDEOPENWEST FINANCE: S&P Rates $1.02BB Sr. Unsecured Notes 'CCC+'
WINDOW FACTORY: Ch.11 Trustee Can Hire Slater & Truwax as Counsel
WYLDFIRE ENERGY: Voluntary Chapter 11 Case Summary

* 9th Circ. Backs Pro-Creditor View of Ch. 7 Collateral
* Fitch Says U.S. High Yield Default Rate Up 2% in May
* Moody's Says Gov't Goals Credit Driver for National Oil Cos.
* Moody's Repositions Ratings of 15 Banks  & Securities Firms

* BOND PRICING -- For Week From June 18 to 22, 2012

                            *********

10-16 MANHATTAN: Has Access to DG UWS's Cash Until October 2012
---------------------------------------------------------------
The Hon Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York, in a final order, authorized 10-16
Manhattan Avenue LLC, et al., to:

     -- the use of cash securing obligations to DG UWS Sub LLC,
        the Debtors' prepetition lender; and

     -- incur $7,500,000 in new money loans committed by DG UWS
        Sub.

Jeffrey Pikus, as property manager, is authorized to use cash
collateral solely to pay the expenses until October 2012.  The
property manager may use cash collateral for the expenses by no
more than 5% per line item in any given month to allow for
presently unforeseen or underestimated expenses, so long as the
expenses are not prohibited.  The right to use the additional
amounts will not be cumulative, but rather only on a month by
month basis.

As reported in the Troubled Company Reporter on May 31, 2012, the
Debtors said the lender has consented to the use of cash
collateral subject to a cap of $980,000 per month based on six
months' budget prepared by Bluestar Properties, Inc., as managing
agent for each of the properties.

Pursuant to the DIP loan, $2,000,000 will be made available on an
interim basis.  The DIP loan will incur 6.24% interest per annum.
Default interest is 11.24% per annum.

According to the Debtors, during the course of their Chapter 11
cases, they will require funds for the operation of their
businesses, including funds for expenditures for repairs and
improvements to vacant apartments on their properties that will
enable the Debtors to rent them.

The Debtors will grant DG UWS Sub valid, perfected, and
enforceable liens, security interests, and superpriority claims
against all property of the Debtors' estates, subject to
prepetition liens and a carve-out for U.S. Trustee and Bankruptcy
Court clerk fees; and fees payable to professionals working on the
Chapter 11 cases.

As of April 20, 2012, DG UWS Sub asserts the principal amount of
$192,132,000 and accrued but unpaid interest of $37,672,388.

The Debtors originally obtained the loan in 2007 for $204 million
from Deutsche Bank Mortgage Capital, L.L.C., to renovate and
convert the Properties into condominium projects.  In May 2007,
Deutsche Bank assigned the debt to Wells Fargo Bank, N.A.  In July
2009, Wells Fargo assigned the debt to U.S. Bank National
Association, as Trustee for the Registered Holder of GE Commercial
Mortgage Corporation, Commercial Pass-Through Certificates, Series
2007C1.  On Nov. 2, 2011, U.S. Bank assigned the debt to DG UWS
Sub.

Pursuant to an appraisal commissioned by DG UWS Sub, the market
value of the Properties is estimated to be roughly $119,000,000.
The Debtors, based upon a valuation provided by a real estate
broker, estimate the market value of the Properties to be
$140,000,000.

                   About 10-16 Manhattan Avenue

10-16 Manhattan Avenue LLC and 32 other entities, which own
residential apartment buildings in Manhattan, filed Chapter 11
bankruptcy petitions in Manhattan (Bankr. S.D.N.Y. Case Nos.
12-12261, 12-12264 to 12-12295) on May 24, 2012.  The Debtors are
owned by Praedium Fund VI, L.P. and Pinnacle Management Co. LLC.

Each Debtor claims to be a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) and owns a residential apartment building
that largely consists of rent-controlled and rent-stabilized
apartments.  The sole and managing member for each Debtor is PMM
Associates D-FXD LLC.

The Properties primarily are located in the Manhattan Valley
section of Manhattan in the low 100's on Riverside Drive and near
Central Park West. The Debtors purchased the Properties in 2005.

Judge Allan L. Gropper presides over the case.  Sanford P. Rosen,
Esq., and Nancy Lynne Kourland, Esq., at Rosen & Associates, P.C.,
serve as the Debtors' counsel.

Each Debtor's chapter 11 petition and corresponding schedules and
statement of financial affairs reflects an estimated fair market
value of the properties of $119 million; however, the value of the
Properties may be as high as $140 million, according to a court
filing.  The Debtors owe lender DG UWS Sub LLC $192.1 million in
principal plus $37.7 million in unpaid interest.  The Debtor
disclosed $7,160,877 in assets and $229,871,250 in liabilities as
of the Chapter 11 filing.

The Debtor's Pre-Negotiated Plan, included terms of the Settlement
Agreement which provides that (a) the Debtors will transfer,
subject to the Mortgage and all of the Properties' residential
leases, all of their title to and interest in each of the
Properties to a "buyer" designated by DG and (b) release DG,
Bluestar, and each of DG's designated buyers from all claims that
the Debtors have or could have asserted against them.


ACCENTIA BIOPHARMACEUTICALS: Sells $1.1-Mil. Units for $225,000
---------------------------------------------------------------
Accentia Biopharmaceuticals, Inc., sold an aggregate of 1,071,432
units, with each Unit consisting of one share of the Company's
common stock, par value $0.001 per share, and warrants to purchase
one-half of one share of the Company's common stock, to certain
purchasers for an aggregate purchase price of $225,000 (or $0.21
per Unit).  This sale was made pursuant to subscription
agreements, dated June 15, 2012, between the Company and the
purchasers, and the warrants included in the Units are evidenced
by Common Stock Purchase Warrants.

Under the terms of the Subscription Agreements, the Company has
agreed to use its best efforts to file, within 45 calendar days
following the closing of the purchase, a resale registration
statement covering the shares of common stock underlying the Units
and the shares of common stock issuable upon exercise of the
Warrants.

The Warrants gives the purchasers the right to purchase an
aggregate of up to 535,716 shares of the Company's common stock at
an exercise price of $0.28 per share (subject to adjustment for
stock splits, stock dividends, certain other distributions, and
the like).  The Warrants are immediately exercisable and will
expire on June 15, 2017.

                 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.


AES CORP: Bank Debt Trades at 0.50% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which AES Corp. is a
borrower traded in the secondary market at 99.50 cents-on-the-
dollar during the week ended Friday, June 22, an increase of 0.65
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 325 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 28, 2018, and carries Moody's Ba1 rating and Standard & Poor's
BB+ rating.  The loan is one of the biggest gainers and losers
among 140 widely quoted syndicated loans with five or more bids in
secondary trading in the week ended Friday.


AGY HOLDING: Expands UBS Credit Agreement by $7.3 Million
---------------------------------------------------------
AGY Holding Corp., AGY Aiken LLC, AGY Huntingdon LLC, entered into
an amended and restated loan and security agreement with UBS AG,
Stamford Branch, as administrative agent and UBS Securities LLC,
as documentation agent.  The Loan Agreement amended and restated
the amended and restated loan and security agreement, dated as of
March 8, 2011.  As a result of the June 15, 2012, amendment, the
borrowing availability of AGY Holdings under the Loan Agreement
increased by approximately $7.3 million.

The Loan Agreement provides for an expanded line of credit of up
to $60 million under a revolving credit facility, of which
approximately $29.3 million was drawn on June 15, 2012, and $3.0
million letters of credit were outstanding.  The term of the
agreement ends on the earlier of (a) June 15, 2016, and (b) the
date that is 90 days prior to the maturity of the Second Lien
Notes.

A copy of the Amended Loan Agreement is available for free at:

                        http://is.gd/qO4Tti

                         About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

AGY Holding reported a net loss of $66.76 million in 2011, a net
loss of $14.57 million in 2010, and a net loss of $93.51 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $232.85
million in total assets, $280.34 million in total liabilities and
a $47.49 million total shareholders' deficit.

                           *     *     *

As reported by the TCR on Nov. 23, 2011, Moody's Investors Service
lowered AGY Holding Corporation's (AGY) Corporate Family Rating
(CFR) to Caa2 from B3, reflecting the decline in the company's
liquidity and weak operating performance.

In the Dec. 5, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aiken, S.C.-based
AGY Holding Corp. (AGY) to 'CCC-' from 'CCC+'.

"Our rating action reflects our view that AGY's credit quality has
deteriorated due to ongoing weakness in its operating performance,
a decline in liquidity, and the potential for insufficient
liquidity to meet interest payments in 2012.  As of Sept. 30,
2011, the company reported total liquidity of $17 million
including $16.2 million of availability under its unrated
revolving credit facility. AGY reported that it expected liquidity
to decline to levels of around $12.4 million in November following
the payment of nearly $10 million in semiannual interest on its
notes.  It also expects effective availability to be lower than
the reported figures, because the company is also subject to a
fixed-charge coverage ratio covenant if availability under its
revolving credit facility declines to below $6.25 million. We do
not expect to be in compliance if the covenant becomes applicable.
Current liquidity levels have declined from our expectations of a
minimum liquidity of $20 million at the previous rating. Key
credit risks, in our view, are liquidity insufficient to meet
requirements (including approximately $20 million in future
interest payments in 2012). An additional risk is potential
liquidity requirements possibly arising from the put option
available with the seller of AGY Hong Kong Ltd. for the remaining
30% of the company not yet purchased by AGY.  The put option can
be exercised through Dec. 31, 2013.  AGY reports a fair value of
about $0.23 million for the remaining 30% of the AGY Hong Kong
Ltd. as of Sept. 30, 2011 -- a decline from an initial estimated
value of about $12 million in 2009. AGY Hong Kong also has about
$10.5 million of debt, which the company reports it is trying to
extend, and approximately $11.5 million in annually renewable
working capital facilities due in 2012 (debt at AGY Hong Kong is
nonrecourse to AGY)," S&P said.


AMERICAN DEFENSE: Armor Defense Withdraws Tender Offer
------------------------------------------------------
Armor Defense Systems, Inc., withdrew its tender offer made on
June 14, 2012, to purchase for a tax-free share exchange up to
$1,542,441 in value of shares of common stock, $0.001 par value
per share of American Defense Systems, Inc.

No securities were sold in connection with this tender offer and
no tender of American Defense securities occurred.

                       About American Defense

Hicksville, N.Y.-based American Defense Systems, Inc., is a
defense and security products company engaged in three business
areas: customized transparent and opaque armor solutions for
construction equipment and tactical and non-tactical transport
vehicles used by the military; architectural hardening and
perimeter defense, such as bullet and blast resistant transparent
armor, walls and doors.  The Company also operates the American
Institute for Defense and Tactical Studies.  The Company is in the
process of negotiating a sale or disposal of the portion of its
business related to the operation of a live-fire interactive
tactical training range location in Hicksville, N.Y.  The portion
of the Company's business related to vehicle anti-ram barriers
such as bollards, steel gates and steel wedges that deploy out of
the ground was sold as of March 22, 2011.

After auditing the 2011 financial statements, Marcum LLP, in
Melville, New York, 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 $867,000, an accumulated deficit of $17.0 million,
shareholders' deficiency of $235,000 and cash on hand of $132,000.
The Company had operating losses of $3.30 million and
$3.69 million for the years ended Dec. 31, 2011 and 2010,
respectively.  The Company had income from continuing operations
for the year ended Dec. 31, 2011, of $6.83 million, including a
gain of $12.8 million on the redemption of mandatorily redeemable
preferred stock, and a loss from continuing operations for the
year ended Dec. 31, 2010, of $8.17 million.  The Company had net
income (losses) of $9.37 million and $(9.38 million) for the years
ended Dec. 31, 2011 and 2010, respectively.

The Company's balance sheet at March 31, 2012, showed $2.10
million in total assets, $2.70 million in total liabilities, all
current, and a $604,504 total shareholders' deficiency.


APEX KATY: Court Approves $320,000 Loan from Pankaj K. Shah
-----------------------------------------------------------
The U.S. Bankruptcy Court for Southern District of Texas
authorized, on a final basis, Apex Katy Physicians LLC, to incur
postpetition indebtedness of up to $320,000 from Pankaj K. Shah,
MD, pursuant to the DIP Promissory Note.

The Court ordered that the funds advanced under the DIP Promissory
Note will have priority of an expense of administration, and
subordinate to: (a) the fees and expenses of the Clerk of Court or
the Office of the U.S. Trustee; (b) the outstanding and unpaid
postpetition fees and expenses of the professionals retained by
the Debtor.

Additionally, the Debtor may spend up to $10,000 per month
security at the building and the balance of the $10,000 for other
miscellaneous matters that may arise from time to time.
Expenditures in excess of $10,000 will only be made for matters
that are authorized by written orders.

On May 10, 2012, the Hon. Marvin Isgur denied the Debtor's request
to incur $75,000 from its principal owner, secured by a junior
lien on the Debtor's assets.

According to Judge Isgur, he denied approval of the relief that
provides the Debtor's principal owner with the ability to
foreclose on the real estate in the event of a Chapter 7
conversion.

                   About Apex Katy Physicians

Apex Katy Physicians, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-31848) on March 6, 2012, estimating
$10 million to $50 million in assets and debts.  Judge Marvin
Isgur presides over the case.  Attorneys at Hoover Slovacek, LLP,
represent the Debtor.

Affiliate Apex Long Term Acute Care-Katy, LP, a long-term care
facility, filed a separate Chapter 11 petition (Case No. 09-37096)
on Sept. 25, 2009.  The Debtor disclosed $15,237,691 in assets and
$13,646,951 in liabilities.


APPIAN CORP: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Appian Corp.
        869 Worcester Street
        Wellesley Hills, MA 02482

Bankruptcy Case No.: 12-15298

Chapter 11 Petition Date: June 20, 2012

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

Judge: Henry J. Boroff

Debtor's Counsel: Michael J. Goldberg, Esq.
                  CASNER & EDWARDS, LLP
                  303 Congress Street
                  Boston, MA 02210
                  Tel: (617) 426-5900
                  Fax: (617) 426-8810
                  E-mail: goldberg@casneredwards.com

Scheduled Assets: $7,908,000

Scheduled Liabilities: $2,704,350

The Company's list of its 20 largest unsecured creditors contains
only two entries:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
People's United Bank                             $2,610,350
125 Daniel Webster
Highway
Nashua, NH 03060

Riverhead Building        Trade debt             $21,000
Supply Corp.
100 Precision Drive,
Suite 2
Shirley, NY 11967

The petition was signed by Dean Behrend, president.


ARCTIC GLACIER: Gets Court's Nod of Sale to HIG; Stay Extended
--------------------------------------------------------------
Arctic Glacier Income Fund has obtained an order of the Manitoba
Court of Queen's Bench pursuant to the Companies' Creditors
Arrangement Act (Canada) approving the sale of substantially all
Arctic Glacier's business and assets to an affiliate of H.I.G.
Capital.

The transaction will be effected pursuant to an asset purchase
agreement dated June 7, 2012 between Arctic Glacier, its
subsidiaries and the H.I.G. affiliate.  The Canadian Court
Approval and Vesting Order also extend the stay of proceedings as
against Arctic Glacier and its subsidiaries until Sept. 14, 2012.
It also provides for the vesting in the Purchaser of the rights,
title and interest in Arctic Glacier's assets, free and clear of
all liens upon closing of the Transaction in accordance with the
terms of the Agreement.

Completion of the transaction is expected to occur by July 31,
2012.  Closing remains subject to approval of the U.S. Bankruptcy
Court for the District of Delaware, pre-merger clearance in the
United States, and the satisfaction of certain closing conditions
customary in transactions of this nature, including the absence of
a material adverse change in respect of Arctic Glacier.

                       About Arctic Glacier

Winnipeg, Canada-based Arctic Glacier Inc., et al., manufacture
packaged ice for distribution in Canada and the United States.

On Feb. 22, 2012 Arctic Glacier Income Fund, together with its
subsidiaries, initiated proceedings in the Manitoba Court of
Queens Bench seeking a court supervised recapitalization under the
Companies' Creditors Arrangement Act.

Concurrently, Philip J. Reynolds of Alvarez & Marsal Canada Inc.,
as monitor and foreign representative, filed Chapter 15 petitions
for Arctic Glacier, et al. (Bankr. D. Del. Lead Case No. 12-10603)
on Feb. 22, 2012.  Bankruptcy Judge Kevin Gross presides over the
case. Mr. Reynolds is represented by Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP.

The Debtors is estimated to have assets and debts at $100 million
to $500 million.


ARCH COAL: Bank Debt Trades at 1.2% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which AES Corp. is a
borrower traded in the secondary market at 98.78 cents-on-the-
dollar during the week ended Friday, June 22, an increase of 1.33
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 17, 2018, and carries Moody's Ba2 rating and Standard & Poor's
BB rating.  The loan is one of the biggest gainers and losers
among 140 widely quoted syndicated loans with five or more bids in
secondary trading in the week ended Friday.


BALL GROUND: McKenna to Represent RRDA in Chapter 11 Case
---------------------------------------------------------
Cherokee Tribune reports that the Resource Recovery Development
Authority approved the hiring of Atlanta-based law firm McKenna,
Aldridge and Long to represent the authority in the Chapter 11
bankruptcy filing by Ball Ground Recycling owner Jimmy Bobo.

The report notes the Cherokee County Board of Commissioners also
approved the hiring of the law firm during its meeting last week.

The report also relates County Attorney Angie Davis informed the
authority the motion asking the Court for relief from the
bankruptcy stay will be heard at 2 p.m. June 29.  Ms. Davis said
attorneys plan to file a motion or joinder in which the county
expresses support in the RRDA's motion for relief from the
bankruptcy stay.

According to the report, Ms. Davis also said the attorneys plan to
file a reservation of rights letter, which details the rights of
the authority.  The authority met in executive session to discuss
real estate and litigation, but took no action upon returning.

The report notes the RRDA has a lease agreement with Jimmy Bobo to
allow him to operate his company on the property and use equipment
owned by the county.  Mr. Bobo was under a lease agreement with
the Development Authority to pay $100,000 a month in bond payments
on $18.1 million borrowed by the authority to purchase land and
equipment for the operation.

The report relates Mr. Bobo had made payments for about two years,
or about $2 million in payments on the debt.  The county was
notified last year by the Bank of New York that Mr. Bobo was no
longer making payments into the escrow account, and the county was
obligated to start making the payments.  The county had to make
$1.2 million in payments last year and still has to pay an
additional $608,171.28 this year, the report adds.

According to the report, a total of $1.2 million was originally
due on a yearly basis, with the county placing $101,000 into an
escrow account for the purpose of making semi-annual debt service
payments.

The report notes the commission in February moved $1.8 million out
of Special Purpose Local Option Sales Tax funds into the general
fund to cover the payments on the debt after Mr. Bobo failed to
make payments owed on the bonds the county had guaranteed.

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


BALL GROUND: Wants to Hire Ragsdale Beals as Attorney
-----------------------------------------------------
Ball Ground Recycling, LLC, seeks permission from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Ragsdale, Beals, Seigler, Patterson & Gray LLP as attorney.

Ragsdale Beals will, among other things:

   a) prepare pleadings and applications and conduct
      investigations incidental to the administration of the
      Debtor's estate;

   b) develop the relationships of Debtor to its secured
      creditors, unsecured creditors and other interested
      parties;

   c) negotiate terms of agreements with lenders willing
      to provide postpetition financing, and draft
      pleadings to secure authorization of the agreements;

   d) negotiate terms of sale of Debtor's assets should
      the sale appear to be in the interest of the estate,
      and draft pleadings to secure authorization of the
      sale; and

   e) assist the Debtor in the formulation or modification
      of a plan of reorganization, including the
      preparation of a plan and disclosure statement for
      submission to the Court and to the Debtor's
      creditors.

The Debtor paid $16,046 to Ragsdale Beals prior to the filing of
the Chapter 11 petition.  The filing fees of $1,046 and $3,000 for
prepetition legal services have been deducted from the $16,046
payment.  The balance of $12,000 will be held in the Ragsdale
Beals trust account until the Court orders disbursement.

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

                         About Ball Ground

Based in Canton, Georgia, Ball Ground Recycling LLC, a wood
recycling company, filed for Chapter 11 protection (Bankr. N.D.
Ga. Case No. 12-63101) on May 25, 2012.  Judge Margaret Murphy
presides over the case.  The Debtor estimated both assets and
debts of between $10 million and $50 million.


BCBG MAX: S&P Cuts Corp. Credit Rating to 'CCC' on Covenant Breach
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Vernon, Calif.-based BCBG Max Azria Group Inc. to 'CCC'
from 'CCC+'. The outlook is negative.

"At the same time, we lowered the ratings on the company's $230
million first-lien term loan to 'CCC' from 'CCC+'. The '3'
recovery rating remains unchanged," S&P said.

"The ratings on BCBG reflect Standard & Poor's view of the
company's 'weak' liquidity, as we believe the company breached
financial covenants for the fourth quarter of fiscal 2011 because
of weaker-than-previously-expected operating performance," said
Standard & Poor's credit analyst Helena Song. "However, we expect
its revenue base and operating performance to stabilize somewhat
in fiscal 2012, as the company has completed its exit from the
mass market and the retail environment gradually improves."

"As a result, we believe that it is more likely for the company to
receive a covenant amendment than to enter into bankruptcy in the
next six months," S&P said.

"The outlook is negative. We could lower the ratings if it appears
that the company is unlikely to receive a covenant amendment or if
the company fails to meet it financial obligations. On the other
hand, we could raise the ratings if liquidity improves and
operating performance and the revenue base continue to stabilize.
For example, an upgrade could occur if the company receives a
covenant amendment and the covenant headroom improves to over
10%," S&P said.


BICENT HOLDINGS: Court OKs Implementation of Trading Freeze Period
------------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Bicent Holdings LLC, et al., to enter into
an amendment to the First Lien Credit Agreement dated as of July
10, 2007, with Barclays Bank PLC, as first lien administrative and
collateral agent to those certain lenders from time to time party
thereto.

The amendment provides for the implementation of a claims trading
restriction with respect to claims under the First Lien Credit
Agreement, from the date of entry of an order approving the motion
until the Plan Effective Date.

For the avoidance of Doubt, Goldman Sachs Bank U.S.A. has
consented and agreed that it will not assign, trade or otherwise
transfer the Goldman Termination Payment during the Trading Freeze
Period.

A full-text copy of the amendment to the credit agreement is
available for free at:

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

                       About Bicent Power

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

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

Bicent Power LLC disclosed $7.022 million in assets and
$308 million in liabilities in its schedules.  The schedule was
filed before the June 22 deadline.

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


BONDS.COM GROUP: XOL Holding Hikes Ownership to 12%
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, XOL Holding S.A.L. disclosed that, as of
June 8, 2012, it beneficially owns 14,285,714 shares of common
stock of Bonds.com Group, Inc., representing 12% of the shares
outstanding.

XOL HOlding previously reported beneficial ownership of
8,571,428 common shares or a 7.6% equity stake as of Dec. 5, 2011.

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

                        http://is.gd/wuBK8d

                       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.


BOOMERANG SYSTEMS: Accepts $5MM Subscriptions for Conv. Notes
-------------------------------------------------------------
Boomerang Systems, Inc., accepted $5.0 million in subscriptions to
purchase 6% convertible promissory notes due on June 14, 2017, in
the aggregate principal amount of $5.0 million and warrants to
purchase common stock of the Company, par value $.001 per share in
a private placement for aggregate gross cash proceeds of $5.0
million.  For each $100,000 invested, a subscriber was issued a
$100,000 principal amount Note and Warrants to purchase 20,000
shares of the Company's Common Stock.  The Company issued the
Notes and Warrants pursuant to the subscription agreements entered
into with each of the subscribers.

In connection with the Offering, the following related parties of
the Company participated in the Offering:

Name                            Notes Issued    Warrants Issued
----                            ------------    ---------------
MRP Holdings LLC                  $150,000       $30,000
Sail Energy, LLC                  $510,000        $102,000
Heather Mulvihill                 $100,000         $20,000
IA 545 Madison Assoc.             $200,000         $40,000
David Kent and Christine W. Koch   $75,000         $15,000

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

                        http://is.gd/6WMBco

                      About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

                         Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31 2011, the Company said
its operations may not generate sufficient cash to enable it to
service its debt.  If the Company were to fail to make any
required payment under the notes and agreements governing its
indebtedness or fail to comply with the covenants contained in the
notes and agreements, the Company would be in default.  The
Company's debt holders would have the ability to require that the
Company immediately pay all outstanding indebtedness.  If the debt
holders were to require immediate payment, the Company might not
have sufficient assets to satisfy its obligations under the notes
or the Company's other indebtedness.  In such event, the Company
could be forced to seek protection under bankruptcy laws, which
could have a material adverse effect on its existing contracts and
its ability to procure new contracts as well as its ability to
recruit or retain employees.  Accordingly, a default could have a
significant adverse effect on the market value and marketability
of the Company's common stock.

The Company reported a net loss of $19.10 million for 2011 and a
net loss of $15.78 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $5.38
million in total assets, $14.57 million in total liabilities and a
$9.18 million total stockholders' deficit.


BOTTLED WATER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bottled Water Media, Inc.
        1160 Railroad Street
        Corona, CA 92882

Bankruptcy Case No.: 12-24815

Chapter 11 Petition Date: June 20, 2012

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Mark S. Wallace

Debtor's Counsel: William J. Wall, Esq.
                  THE WALL LAW OFFICE
                  9900 Research Dr
                  Irvine, CA 92618-4309
                  Tel: (949) 387-4300
                  Fax: (800) 722-8196
                  E-mail: wwall@wall-law.com

Scheduled Assets: $1,847,890

Scheduled Liabilities: $3,797,268

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-24815.pdf

The petition was signed by John P. Regas, chief executive officer.


BURGER KING: Bank Debt Trades at 0.7% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Burger King Corp.
is a borrower traded in the secondary market at 99.33 cents-on-
the-dollar during the week ended Friday, June 22, an increase of
0.61 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 325 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 19, 2016, and carries Moody's Ba3 rating and Standard &
Poor's BB- rating.  The loan is one of the biggest gainers and
losers among 140 widely quoted syndicated loans with five or more
bids in secondary trading in the week ended Friday.


CAESARS ENT: Bank Debt Trades at 12% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
88.13 cents-on-the-dollar during the week ended Friday, June 22,
an increase of 1.18 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 525 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 1, 2018, and carries Moody's B2 rating and
Standard & Poor's B rating.  The loan is one of the biggest
gainers and losers among 140 widely quoted syndicated loans with
five or more bids in secondary trading in the week ended Friday.


CALPINE CORP: Bank Debt Trades at 1.4% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Calpine Corp. is a
borrower traded in the secondary market at 98.65 cents-on-the-
dollar during the week ended Friday, June 22, an increase of 0.52
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 325 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 31, 2017, and carries Moody's B1 rating and Standard & Poor's
BB- rating.  The loan is one of the biggest gainers and losers
among 140 widely quoted syndicated loans with five or more bids in
secondary trading in the week ended Friday.


CALUMET SPECIALTY: Moody's Affirms 'B2' CFR, Rates Sr. Notes 'B3'
-----------------------------------------------------------------
Moody's Investors Service changed Calumet Specialty Product
Partners, L.P.'s outlook to positive from stable. At the same
time, Moody's assigned a B3 rating to Calumet's proposed $250
million senior unsecured notes due 2020. The notes are being co-
issued by Calumet Finance Corp. Calumet's B2 Corporate Family
Rating (CFR) was affirmed. The SGL-3 Speculative Grade Liquidity
Rating is unchanged.

The proposed notes, in conjunction with recent common equity
offering proceeds of approximately $150 million, will be used to
fund the recently announced $335 million acquisition of Royal
Purple, Inc.

"The positive outlook reflects the expected synergies and material
earnings growth benefits from Calumet's pending acquisition of the
Royal Purple high performance lubricants business, as well as its
recent acquisition of the TruSouth packaging business," said
Gretchen French, Moody's Vice President. "Both acquisitions are a
strong complement to Calumet's specialty products business and are
expected to draw upon Calumet's core technical and marketing
strength in the specialty lube business, providing a solid growth
platform for the company. Furthermore, the integration of the
Superior refinery appears to be moving forward successfully, and
the refinery is expected to continue to post strong margins in the
near term due to favorable mid-continent crude differentials."

Rating Assignments:

    $250 Million Senior Unsecured Notes due in 2020, Rated B3
    (LGD 5, 71%)

Rating Changes:

    Outlook changed to Positive from Stable

Moody's current ratings for Calumet Specialty Product Partners,
L.P. are:

    Corporate Family Rating of B2

    Probability of Default Rating of B2

    Senior Unsecured Notes, co-issued by Calumet Finance
    Corporation, rated B3 (LGD 5, 71%, changed from LGD 5, 74%)

Ratings Rationale

Calumet's B2 CFR reflects the company's niche position as a
leading independent producer of specialty lubricants, solvents and
waxes. The specialty business has proven to produce more durable
margins relative to the traditional transportation fuels business,
with price increases able to be pushed through with rising
feedstock costs, though with a lag. The rating also benefits from
Calumet's significant operational and geographic diversification
despite its overall small scale. In addition, Calumet's Superior
refinery, which has advantageous access to Canadian and Bakken
crude oils, has enabled the company to post strong margins since
the closing of its acquisition in September, 2011. Moody's expects
supportive mid-continent crude differentials to continue
throughout the remainder of 2012.

Calumet's B2 Corporate Family Rating is restrained by its
corporate structure as a master limited partnership (MLP), which
entails sizeable distributions to unit holders and event risk from
potential acquisitions, as well as the related integration and
financing risk. The rating is further constrained by Calumet's
significant working capital needs and considerable production
exposure to transportation fuels and asphalt, which are inherently
more volatile and cyclical product lines than its lubricants,
solvents and wax products.

The Royal Purple acquisition is a positive strategic move by
Calumet. Royal Purple is a leading independent formulator and
marketer of high-performance lubricants for industrial and
consumer automotive markets. The $335 million acquisition price
represents a high purchase multiple of just under 12x, based on
2011 EBITDA. However, the niche, high margin nature of the Royal
Purple business, based on strong in-house R&D and an innovative
marketing strategy, fits well with Calumet's traditional specialty
products business. While the company is projecting robust EBITDA
growth from the business, Moody's is more cautious on the growth
outlook, as a significant portion of this growth is dependent upon
increased sales to the cyclical oil and gas sector. Nevertheless,
the acquisition enhances Calumet's vertical integration, and
Moody's expects that Calumet, drawing upon its long and deep
experience in the niche lubricant business, will utilize the Royal
Purple platform as a spring board to expand its own brand
marketing and help drive modest secular sales growth.

The B3 rating on the proposed senior unsecured notes reflects both
the overall probability of default of Calumet, to which Moody's
assigns a Probability of Default Rating (PDR) of B3, and a loss
given default of LGD 5, 71%. The proposed notes will be guaranteed
by all subsidiaries and will rank pari passu with the company's
existing notes. Calumet has an $850 million secured revolving
credit facility, with a borrowing base of $641 million as of March
31, 2012. The revolver is secured by accounts receivable and
inventory. Furthermore, in 2011 Calumet entered a Collateral Trust
Agreement with all of its secured hedging counterparties, which
pledges all of Calumet's assets excluding the revolving credit
facility collateral to be shared as security for due payments.
Physical commodity forward contracts have been limited to $100
million. However, there is no limit on financially settled
commodity hedging instruments. The notes are unsecured and are
contractually subordinate to the senior secured credit facility's
and the Collateral Trust Agreement's priority claim to the
company's assets. The size of the potential senior secured and
other structurally superior claims relative to the unsecured notes
results in the notes being notched one rating beneath the B2
Corporate Family Rating under Moody's Loss Given Default
Methodology.

Calumet's SGL-3 liquidity rating reflects adequate liquidity with
internally generated cash flow expected to cover all of the
company's cash expenses including maintenance capex (approximately
$67 million per annum including turnaround expenditure) and MLP
common unit distributions estimated at $138 million. At closing of
the proposed $250 million notes offering the company is expected
to have minimal cash balances and more than $350 million of
availability under its borrowing base revolving credit facility,
which matures in 2016. There are no active financial maintenance
covenants associated with Calumet's revolving credit facility.
Alternate liquidity is limited given that substantially all of the
company's assets are pledged under the revolving credit facility
and the Collateral Trust Agreement.

The ratings could be upgraded if the company continues to grow in
scale while maintaining a sustainable leverage profile
(debt/EBITDA around 2.5x). The outlook could be changed to stable
if leverage fails to improve as expected and appears likely to
remain around 3.0x. The ratings could be downgraded if weak
refining margins, protracted refinery outages, or supply
disruptions negatively affect cash available to cover operating
expenses and debt service and leverage appears likely to be
sustained above 4.0x. Also, the ratings could be downgraded if
Calumet adopts a more aggressive distribution policy or primarily
debt funds acquisitions.

The principal methodology used in this rating was the Global
Refining and Marketing 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.

Calumet Specialty Products Partners, L.P. is a publicly traded
Master Limited Partnership (MLP) headquartered in Indianapolis,
Indiana.


CALUMET SPECIALTY: S&P Affirms 'B' CCR on Royal Purple Acquisition
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit and senior unsecured debt ratings on Calumet Specialty
Products Partners L.P., a master limited partnership (MLP) focused
on the energy sector, pursuant to the partnership's acquisition of
Royal Purple Inc. The rating outlook is stable.

"At the same time, we assigned our 'B' issue rating and our '4'
recovery rating to the $275 million senior unsecured notes due
2020. The 'B' rating on the notes and '4' recovery rating indicate
our expectation that lenders would receive average recovery (30%
to 50%) if a payment default occurs. The partnership intends to
use net proceeds from this offering to fund a portion of the Royal
Purple acquisition. It will use the remaining amounts for general
partnership purposes," S&P said.

"The ratings on Indianapolis-based Calumet reflect Standard &
Poor's view of its volatile operating margins inherent to the
refining industry, the company's elevated debt leverage, and still
limited scale of operations following the Superior refinery
acquisition. In addition, Calumet's discretionary cash flows are
limited due to its MLP structure. The emphasis to maintain or grow
distribution levels limits credit quality when operating margins
and cash flows are low, such as in 2009," S&P said.

"Ratings benefit from Calumet's significant production of
typically higher-margin specialty products, improved near-term
market conditions, and improved asset and market diversity
following the Superior acquisition," said Standard & Poor's credit
analyst Manish Consul.

"The outlook is stable. We expect Calumet to maintain adequate
liquidity and to continue to benefit from solid specialty product
margins, as well as the addition of the Royal Purple acquisition
and the Superior, Wis. refinery. We could lower ratings if
adjusted debt leverage exceeds 4.5x for a prolonged period. At
this time, we do not expect any positive rating actions on the
company, given its limited scale of operations, elevated debt
leverage, and continued doubts on the longer term sustainability
of beneficial market conditions," S&P said.


CAPITOL BANCORP: Pursues Dual-Track Restructuring
-------------------------------------------------
Capitol Bancorp Limited on June 22 disclosed that it has commenced
a voluntary restructuring plan.  The plan is designed to
facilitate Capitol's objective of converting existing debt to
equity.  The initiative includes the opportunity to preserve
Capitol's substantial deferred tax assets, which can benefit all
shareholders going forward.

Capitol officials stress that the banks affiliated with Capitol
will not be affected by this financial restructuring plan and this
strategic initiative would have no impact on the operations of the
banks and their deposits.  Capitol's affiliated banks are
regulated separately from the holding company and their deposits
are insured by the Federal Deposit Insurance Corporation.

Existing debt holders are being asked to exchange their debt
securities for both preferred and common stock of the company.
Capitol expects this solicitation effort to be concluded by the
end of July.

Capitol's Chairman and CEO, Joseph D. Reid stated, "We are
optimistic that the restructuring plan will provide benefits to
Capitol, its creditors and shareholders, through the resolution of
our trust preferred securities and Capitol's senior debt, which
will facilitate new equity investments in the corporation, as well
as help to restore Capitol's capital ratios and ensure our
affiliate banks are adequately-capitalized and continue to have
access to the capital resources supporting their local community
banking activities.  Additionally, the initiatives have been
structured carefully to include the opportunity to preserve
Capitol's substantial deferred federal tax asset (which Capitol
estimates at $142.6 million as of March 31, 2012), and state tax
deferred asset, which can provide a measurable benefit to all
shareholders going forward."

The Exchange Offer commenced today, June 22, 2012 and will be open
until July 27, 2012.  Simultaneously, Capitol is soliciting votes
from all debt and equity holders for a Standby Plan that will be
commenced in the event that the Exchange Offer is not successful
or Capitol believes the transactions contemplated by the Standby
Plan are in the best interests of all stakeholders.  The Standby
Plan contemplates the conversion of all current trust preferred
security holders, unsecured senior note holders, current preferred
equity shareholders and current common equity shareholders into
new classes of common stock which will retain approximately 53% of
the voting control and value of the restructured company.  Capitol
will also seek to identify external capital sources sufficient to
restore all affiliate institutions to well-capitalized status in
exchange for approximately 47% of the restructured company.

Succinctly, the financial restructuring plan is being pursued on
two simultaneous tracks:

An out-of-court restructuring and capital raise consisting of an
exchange of its outstanding trust preferred securities, unsecured
capital notes and Series A preferred stock (referred to in
applicable documents as the "Exchange Offers"), with the
simultaneous infusion of new equity from outside investors.
Alternatively, an in-court financial restructuring and
simultaneous capital raise from outside investors, referred to in
applicable documents as the "Standby Plan."

All stakeholders in the Exchange Offers will receive an Offering
Memorandum and Disclosure Statement, which was being mailed on
June 22, 2002, coupled with instructions for a Letter of
Transmittal concerning the proposed exchanges.  In addition,
concurrent with the mailing of this information, all Exchange
Offer stakeholders and Capitol's common shareholders will also
receive details and voting instructions concerning the Standby
Plan.

Stakeholders are urged to read the documents for the relevant
Exchange Offer carefully.  The firm of Kurtzman Carson Consultants
LLC ("KCC") has been retained by Capitol as Information Agent
specifically for this financial restructuring plan.  Stakeholders
may obtain the relevant documents by contacting KCC at Telephone:
877-833-4150 or E-mail: CapitolBancorpInfo@kccllc.com or Capitol
at 517-487-6555.  The Exchange Offers will expire at 11:59 p.m.,
Lansing, Michigan time on July 27, 2012, unless extended or
terminated early.  Capitol Bancorp Limited is represented by
Honigman Miller Schwartz and Cohn LLP, as legal advisor, and River
Branch Capital, LLC, as financial advisor, with respect to the
restructuring.

                   About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) --
http://www.capitolbancorp.com/-- is a national community banking
company, with a network of bank operations in 16 states.  Founded
in 1988, Capitol Bancorp Limited has executive offices in Lansing,
Michigan and Phoenix, Arizona.

The Company reported a net loss of $51.92 million in 2011, a net
loss of $254.36 million in 2010, and a net loss of $264.54 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$2.05 billion in total assets, $2.17 billion in total liabilities,
and a $121.25 million total deficit.

The Company disclosed that as of March 31, 2012, there are several
significant adverse aspects of Capitol's consolidated financial
position and results of operations which include, but are not
limited to:

   * An equity deficit approximating $121.3 million;

   * Regulatory capital classification on a consolidated basis as
     less than "adequately-capitalized" and related negative
     amounts and ratios;

   * Numerous banking subsidiaries with regulatory capital
     classification as "undercapitalized" or "significantly-
     undercapitalized";

   * Certain banking subsidiaries which are generally subject to
     formal regulatory agreements have received "prompt corrective
     action" notifications or directives from the FDIC, which
     require timely action by bank management and the respective
     boards of directors to resolve regulatory capital ratios
     which result in classification as less than "adequately-
     capitalized" (the basis of a PCAN) or to submit an acceptable
     capital restoration plan to the FDIC (the basis of a PCAD),
     and it is likely additional PCANs or PCADs may be issued
     in the future or the banking subsidiaries may be unable to
     satisfactorily resolve those notices or directives;

   * Capitol has sold several of its banking subsidiaries during
     the past few years and has other divestiture transactions p
     pending.  The proceeds from those divestitures have been
     redeployed at certain remaining banking subsidiaries which
     have experienced a significant erosion of capital due to
     operating losses.  While those proceeds have been a
     significant source of funds for redeployment, the
     Corporation will need to raise significant other sources of
     new capital in the future;

   * The Corporation and substantially all of its banking
     subsidiaries are operating under various regulatory
     agreements which place a number of restrictions on them and
     impose other requirements limiting activities and requiring
     preservation of capital, improvement in regulatory capital
     measures, reduction of nonperforming assets and other
     matters for which the entities have not achieved full
     compliance.

   * Elevated levels of nonperforming loans and other
     nonperforming assets as a percentage of consolidated loans
     and total assets, respectively; and

   * Significant losses from continuing operations, resulting
     primarily from elevated provisions for loan losses and costs
     associated with foreclosed properties and other real estate
     owned.

Capitol said these considerations raise some level of doubt
(potentially substantial doubt) as to its ability to continue as a
going concern.


CATALYST PAPER: Exit Lenders May Require Higher Ranked Liens
------------------------------------------------------------
Catalyst Paper provided updates to discussions regarding a new
asset backed loan facility and an exit financing facility.  While
it has not yet agreed to terms with any lender, Catalyst believes
that the exit facility lender or lenders may require that the exit
facility be secured by a charge on the assets of Catalyst and its
subsidiaries that ranks equally with or in priority to the
security to be granted to holders of the New First Lien Notes, as
previously described in Catalyst's information circular dated
March 23, 2012 and as provided for in the Further Amended Plan of
Arrangement scheduled to be voted on at meetings of the unsecured
and secured creditors of Catalyst on June 25, 2012.  As a result,
the trust indenture to be entered into in connection with the New
First Lien Notes will include a provision permitting the granting
of such security and addressing any related subordination
arrangements in connection with an exit financing facility in a
principal amount of up to $100 million and the terms of the New
First Lien Notes as described in the Circular are amended
accordingly.  Catalyst will provide further information as
discussions continue in connection with the ABL and exit financing
facilities.

                     About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As of Dec. 31, 2011, the Company had C$737.6 million in total
assets and C$1.35 million in total liabilities.


CCS INCOME: Bank Debt Trades at 3.7% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which CCS Income Trust
is a borrower traded in the secondary market at 96.30 cents-on-
the-dollar during the week ended Friday, June 22, an increase of
0.55 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Nov. 5, 2014, and carries Moody's B2 rating and Standard & Poor's
B rating.  The loan is one of the biggest gainers and losers among
140 widely quoted syndicated loans with five or more bids in
secondary trading in the week ended Friday.


CDW: Bank Debt Trades at Slight Discount in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which CDW is a borrower
traded in the secondary market at 96.38 cents-on-the-dollar during
the week ended Friday, June 22, an increase of 1.02 percentage
points from the previous week according to data compiled by
LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street
Journal.  The Company pays 325 basis points above LIBOR to borrow
under the facility.  The bank loan matures on July 15, 2017, and
carries Moody's B1 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 140 widely
quoted syndicated loans with five or more bids in secondary
trading in the week ended Friday.

Meanwhile, participations in another syndicated loan under which
CDW is a borrower traded in the secondary market at 98.08 cents-
on-the-dollar during the week ended Friday, June 22, an increase
of 0.65 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 12, 2014, and carries Standard & Poor's B rating.  The loan
is not rated by Moody's.  The loan is one of the biggest gainers
and losers among 140 widely quoted syndicated loans with five or
more bids in secondary trading in the week ended Friday.


CELL THERAPEUTICS: 2012 Annual Meeting Rescheduled for Aug. 28
--------------------------------------------------------------
The 2012 annual meeting of shareholders of Cell Therapeutics,
Inc., has been scheduled for Aug. 28, 2012.  The record date for
the Annual Meeting has been set as the close of business on
July 20, 2012.  Because the date of the Annual Meeting has been
changed by more than 30 days from the anniversary of the Company's
2011 annual meeting of shareholders, the deadline for the
submission of shareholder proposals for inclusion in the Company's
proxy materials relating to the Annual Meeting in accordance with
Rule 14a-8 under the Securities Exchange Act of 1934, as amended
will be the close of business on July 6, 2012.  To be eligible for
inclusion in the Company's proxy materials, shareholder proposals
must comply with the requirements of Rule 14a-8 and with the
Company's second amended and restated bylaws.

The deadline of July 6, 2012, applies only to shareholder
proposals that are eligible for inclusion in the Annual Meeting in
accordance with Rule 14a-8.

                      About Cell Therapeutics

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

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

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

                     Going Concern Doubt Raised

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

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

                         Bankruptcy Warning

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


CENTRAL FEDERAL: June 14 is New Record Date for Rights Offering
---------------------------------------------------------------
Central Federal Corporation announced its restructured rights
offering of common stock.  All record holders of the Company's
common stock as of 5:00 p.m. Eastern Daylight Time on June 14,
2012, 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 price of
$1.50 per share.

The Company, through the restructured rights offering of common
stock, seeks to raise up to $22.5 million, consisting of an $18.0
million offering to existing stockholders and a $4.5 million
offering to a group of standby purchasers.  The U.S. Department of
the Treasury has agreed that if the Company obtains gross proceeds
at the maximum of the offering range, $22.5 million, it will allow
the Company to redeem the Preferred Stock and warrant held by the
Treasury 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, although the offering
will close if at least $19.5 million is raised.  Redemption of the
TARP Securities will also require regulatory approval.

The rights offering will commence as soon as practicable and will
expire on July 16, 2012.  To the extent any shares remain unsold
at the expiration of the rights offering, the Company may elect to
extend the rights offering, or conduct a public offering, to end
no later than Aug. 14, 2012.

                       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.


CIRCUS AND ELDORADO: Hearing Today on Further Access to Cash
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved a
stipulation regarding Circus and Eldorado Joint Venture and Silver
Legacy Capital Corp.'s authorization to use the cash collateral on
a final basis.

As reported in the Troubled Company Reporter on June 20, 2012, the
Debtors entered into a stipulation with the Official Committee of
Unsecured Creditors, and The Bank of New York Mellon Trust
Company, N.A., in its capacity as trustee with respect to that
certain Indenture dated March 5, 2002, regarding their
authorization to use cash collateral and related deadlines with
respect to Creditors Committee.

On May 18, 2012, the Court entered its order granting the cash
collateral motion and approving the interim cash collateral
stipulation on an interim basis, and the Court scheduled a June 12
hearing to consider the approval of the Debtors' use of cash
collateral on a final basis.

The parties believe that it is in the best interests of all
parties-in-interest and the estates that the Court approve the
stipulation, including the continuance of the final cash
collateral hearing in order to provide the Committee with a
reasonable opportunity to gather and consider relevant information
and engage in further discussions with the Debtors and the
Prepetition Indenture Trustee regarding the cash collateral motion
and the concerns raised by the Committee with respect thereto.

The stipulation provides for, among other things:

   -- The final hearing on the cash collateral motion and the
Debtors' use of cash collateral on a final basis will be continued
to the omnibus hearing date calendared for June 25, for the
sole purpose of resolving any then-outstanding issues raised by
the Committee in any Committee objection that may be filed.

   -- The deadline for the Committee to file and serve any
objection or response to the cash collateral motion and entry of
the final order will be June 15, 2012, at 12 noon prevailing
Pacific Time.

   -- the Committee objection deadline will only apply, and only
be available, to the Committee.

   -- the objection deadline with respect to all other parties in
interest in these Chapter 11 cases expired on June 1.

   -- the deadline for the Debtors or the Prepetition Indenture
Trustee to file and serve any reply or otherwise respond to any
Committee objection will be June 21 at 5 p.m.

   -- the deadline of the interim cash collateral stipulation for
the Debtors to obtain entry of the final order will be extended
until June 29.  The terms and conditions of the interim cash
collateral stipulation will otherwise remain unchanged and in full
force and effect pending the outcome of the June 25 hearing.

                     About Circus and Eldorado

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

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

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

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

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

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

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

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

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

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

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases.


CIRCUS & ELDORADO: Hearing on Plan Disclosure Set for July 23
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on July 23, 2012, at 2 p.m., to consider adequacy of the
Disclosure Statement explaining the Plan of Reorganization
proposed by the owners of the Silver Legacy Resort Casino in Reno,
Nevada.  Objections, if any, are due July 9.

As reported in the Troubled Company Reporter on June 6, 2012, the
Plan dated June 1, 2012, pays much of its debt in cash and the
balance with new secured liens.

                     About Circus and Eldorado

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

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

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

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

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

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

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

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

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

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

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases.


CLAIRE'S STORES: Bank Debt Trades at 5.5% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores is
a borrower traded in the secondary market at 94.57 cents-on-the-
dollar during the week ended Friday, June 22, an increase of 0.67
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 29, 2014, and carries Moody's B3 rating and Standard & Poor's
B rating.  The loan is one of the biggest gainers and losers among
140 widely quoted syndicated loans with five or more bids in
secondary trading in the week ended Friday.


CLEAR CHANNEL: Bank Debt Trades at 21% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
79.08 cents-on-the-dollar during the week ended Friday, June 22,
an increase of 0.63 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 30, 2016, and carries Moody's Caa1 rating and
Standard & Poor's CCC+ rating.  The loan is one of the biggest
gainers and losers among 140 widely quoted syndicated loans with
five or more bids in secondary trading in the week ended Friday.


COMPOSITE TECHNOLOGY: Taps Attorneys for Cases in England, Germany
------------------------------------------------------------------
Composite Technology Corporation and its affiliated debtors, ask
the U.S. Bankruptcy Court for the Central District of California
for permission to employ Olswang, LLP, and Luther
Rechtsanwaltsgesellschaft MBH, as special counsel in England and
Germany, respectively.

Olswang will, among other things:

   -- advise the Debtors as to the English Law aspects of the
      pending proceedings in England and Germany;

   -- advise the Debtor as to the possible restructuring,
      liquidation or ultimate dissolution of certain of the
      Debtor's subsidiaries including Stribog, Ltd., Stribog
      Holdings Ltd. and Stribog Turbines Ltd., and

   -- perform other legal services as the Debtor may require of
      the firm in connection with the Chapter 11 case.

Luther will, among other things:

   -- prosecute the action filed by Stribog, Ltd., against FKI
      Engineering Limited or FKI Limited to determine the rights,
      if any, held by FKI relative to the Debtors' affiliates; and

   -- perform other litigation services as the Debtor may require
      of the firm in connection with the case.

Dr. Florian Schultz, a partner at Luther, tells the Court that
Luther seeks payment of EUR25,000 postpetition retainer and
EUR9,689 for services rendered to Stribog, Ltd. for the period
June 1, 2012, to Oct. 31, 2012.  The hourly rates of the firm's
personnel are:

         Mr. Schulz                     EUR440
         Guido Wenzel                   EUR330
         Fabienne Scharfe               EUR330
         Dr. Benjamin Hub               EUR330
         Bernhard Warti                 EUR220

Olswang seeks of a $5,000 retainer.  The hourly rates of the
firm's personnel are:

         Seamas Gray                    EUR495
         Emma Bardetti                  EUR380
         Ned Beale                      EUR395
         Kate Naylor                    EUR290
         Mark Singer                    EUR250

To the best of the Debtors' knowledge, the firms do not have an
interest adverse to the Debtor or its estate in any matters which
the firms may handle.

                    About Composite Technology

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

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

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

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

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


COMPREHENSIVE CARE: D. Pitts Resigns; R. Landis Named CFO
---------------------------------------------------------
The Board of Directors of Comprehensive Care Corporation approved
the appointment of Robert J. Landis, age 53, to serve as the Chief
Financial Officer of the Company effective June 18, 2012, a
position previously held by Mr. Landis from July 1998 to February
2009.  Mr. Landis has served as the Company's Chief Accounting
Officer since February 2009 and has been serving as Acting Chief
Financial Officer since January 2011.  Mr. Landis did not enter
into any agreements or arrangements upon his appointment.

Comprehensive Care was notified by David Pitts of his resignation
from the Board of Directors, effective June 18, 2012.

                     About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

Following the 2011 results, Mayer Hoffman McCann P.C., in
Clearwater, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has not generated sufficient cash flows from
operations to fund its working capital requirements.

Comprehensive Care reported a net loss of $14.08 million in 2011,
compared with a net loss of $10.47 million in 2010.

The Company's balance sheet at March 31, 2012, showed $15.02
million in total assets, $31.27 million in total liabilities and a
$16.25 million total stockholders' deficiency.


COMSTOCK MINING: Five Directors Elected at Annual Meeting
---------------------------------------------------------
Comstock Mining Inc. held its annual meeting on June 19, 2012.
During this meeting, stockholders of the Company voted to elect
five directors, namely:

     (1) Corrado De Gasperis;
     (2) Daniel W. Kappes;
     (3) William J. Nance;
     (4) Robert A. Reseigh; and
     (5) John V. Winfield.

The appointment of Deloitte & Touche LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2012, was ratified by the stockholders.

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $11.61 million in 2011,
compared with a net loss of $60.32 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$40.97 million in total assets, $14.64 million in total
liabilities, and $26.33 million in total stockholders' equity.


COMMUNITY FIRST: Terminates Branch Purchase Pact with Capstar
-------------------------------------------------------------
Claire W. Tucker, president and chief executive officer of CapStar
Bank and Louis Holloway, president of Community First Bank &
Trust, jointly announced that CapStar and Community First have
mutually agreed to terminate the purchase and assumption agreement
the banks had entered into in connection with CapStar's proposed
purchase of certain assets and assumption of certain liabilities
of Community First's Cool Springs branch.  The execution of the
purchase agreement was originally announced on Feb. 15, 2012.

Although the parties were not able to reach agreement regarding
proposed modifications to certain key economic terms of the
purchase agreement relating to certain asset and liability values,
there are no current disputes or disagreements between CapStar or
Community First, and neither party believes any payments or
penalties will be due or payable on account of the termination.

Founded in July, 2008, with a record $88 million in start-up
capital, CapStar provides a wide range of loan, deposit and
treasury management products, as well as a powerful technology
platform for small and mid-size businesses and consumers.  One of
the fastest growing banks in Tennessee in 2011, CapStar has an
asset base of $770 million and operates branches in Davidson and
Williamson Counties.  For more information on CapStar Bank, please
visit the Web site at capstarbank.com.

                        About Community First

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

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

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

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


CUBESMART LP: Moody's Assigns 'Ba1' Rating to Preferred Stock
-------------------------------------------------------------
Moody's Investors Service has assigned a Baa3 rating to CubeSmart,
L.P.'s $250 million of 4.80% senior unsecured notes due 2022. All
other of the self- storage REIT's existing ratings, including its
Baa3 issuer rating and Ba1 preferred stock rating, were affirmed.
The rating outlook remains stable.

Ratings Rationale

Moody's notes that CubeSmart's key credit metrics are solid and
this debut bond issuance has strengthened these metrics further as
the REIT has reduced secured debt. CubeSmart repaid $164 million
of mortgage debt in 2Q12 by drawing on a $100 million term loan as
well as its credit facility, and bond proceeds were used to repay
the line. Pro forma for these transactions, the REIT has increased
its unencumbered asset pool and addressed near-term refinancing
needs as negligible debt maturities remain in 2012 and only $32
million matures in 2013. CubeSmart now has full availability on
its $300 million unsecured revolver that matures in December 2015,
providing capacity for continued growth.

CubeSmart's ratings continue to reflect the REIT's modest
leverage, solid fixed charge coverage, and commitment to a largely
unsecured capital structure. Additional credit strengths include
the REIT's progress in improving the growth profile and quality of
its portfolio and its deep operating expertise in the highly
fragmented self-storage business.

CubeSmart's key credit challenges remain its smaller size, modest,
albeit improving, operating margins and occupancy, and the highly
competitive nature of the self-storage business. The REIT also has
some modest geographic concentrations in Florida, California, and
Texas.

The stable outlook reflects Moody's expectation that CubeSmart
will maintain, if not improve, its credit metrics as it continues
to grow and take advantage of favorable fundamentals in the self-
storage space.

Upward ratings movement would likely reflect growth in size, with
gross assets closer to $3.0 billion, while maintaining fixed
charge coverage above 2.5x (including loan procurement
amortization expense), and secured debt levels below 10% of gross
assets. Continuous improvement in the overall quality of the
portfolio and solid operational performance as measured by strong
occupancy levels and margins would also be required for an
upgrade.

Negative rating pressure would likely reflect a material
deterioration in operating performance, with fixed charge falling
below 2.2x on a consistent basis. Secured debt approaching 25% of
gross assets and unencumbered assets less than 55% of gross book
assets would also result in downward ratings movement.

The following rating was assigned with a stable outlook:

CubeSmart, L.P. -- senior unsecured bonds at Baa3

The following ratings were affirmed with a stable outlook:

CubeSmart, L.P. -- issuer rating at Baa3, senior unsecured debt
shelf at (P)Baa3

CubeSmart -- preferred stock at Ba1; preferred stock shelf at
(P)Ba1

Moody's last rating action with respect to CubeSmart was on June
19, 2012, when the rating agency assigned a (P)Baa3 rating to
CubeSmart, L.P.'s proposed senior note issuance with a stable
outlook.

CubeSmart is a real estate investment trust headquartered in
Wayne, Pennsylvania. CUBE is an owner, operator, acquirer, third
party manager, and developer of self-storage facilities in the
United States.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


DAIS ANALYTIC: Has Forbearance with Platinum Until July 15
----------------------------------------------------------
Dais Analytic Corporation entered into a forbearance agreement,
dated June 15, 2012, with Platinum-Montaur Life Sciences, LLC.
Under the Forbearance Agreement, Platinum-Montaur, agreed to
forebear from disposing of or selling any collateral secured by
the Patent Security Agreement.  The term of forbearance commenced
upon execution of the Forbearance Agreement and terminates upon
the earliest of:

   (i) July 15, 2012;

  (ii) two business days after the Company's receipt of a written
       notice after any subsequent event of default;

(iii) two business days after the Company's receipt of a written
       notice that any representations, warranties or information
       the Company provided to Platinum-Montaur in any document or
       instrument in connection with the Forbearance Agreement is
       materially false, incomplete or misleading;

  (iv) two business days after the Company's receipt of a written
       notice that a proceeding or other action has been commenced
       by any creditor against the Company, other than Platinum-
       Montaur;

   (v) the date on which a court enters an order for relief or
       take any similar action in respect of the Company in an
       involuntary case under any applicable bankruptcy law; or

  (vi) the date on which a petition for relief under any
       applicable bankruptcy, is filed by or against the Company,
       each as further described in the Forbearance Agreement.

Furthermore, the Company acknowledges to Platinum-Montaur that
upon termination of the Forbearance Period and at any time
thereafter, Platinum- Montaur will be entitled, at its discretion,
to (i) dispose of the Collateral in the manner set forth in the
disposition notification, and (ii) exercise any and all rights and
remedies available to Platinum-Montaur in respect of existing
defaults as a secured creditor, including without limitation,
those rights and remedies under the Company's outstanding
promissory note and secured promissory note and the Patent
Security Agreement.  The Company also acknowledged to Platinum-
Montaur that the Company has received notice of the disposition of
the Collateral within a reasonable time prior to any potential
disposition for purposes of Section 9-612 of the UCC, and that the
Company does not have any defenses, affirmative or otherwise,
rights of setoff, rights of recoupment, claims, counterclaims, or
causes of action of any kind or nature whatsoever against
Platinum-Montaur, its officers, directors, employees, attorneys,
members, managers, legal representatives or affiliates.

Under the terms of the Forbearance Agreement, the Company has
agreed to pay Platinum-Montaur the sum of $15,000 for legal fees
incurred, which will be added to the principal amount of the
Company's outstanding Secured Note, and the interest on the Notes
accruing on and after June 14, 2012, will accrue at the rate of
20% per annum.

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

                     http://is.gd/oSIHOP

                      About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Cross, Fernandez & Riley LLP, in
Orlando, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses since
inception and has a working capital deficit and stockholders'
deficit of $3.22 million and $4.90 million at Dec. 31, 2011.

The Company reported a net loss of $2.33 million in 2011,
compared with a net loss of $1.43 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.56
million in total assets, $6.44 million in total liabilities and a
$4.87 million total stockholders' deficit.


DELTA PETROLEUM: U.S. Trustee Forms 3-Member Creditors Committee
----------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Delta Petroleum Corp.

The Committee comprises of:

      1. Paul M. Joeckel
         c/o Delta Petroleum Corporation
         370-17th Street, Suite 4300
         Denver, CO 80202
         Tel: (303) 820-4046
         Fax: (303) 820-4047

      2. R.W. Jones Trucking Co.
         Attn: Ryan W. Jones
         P.O. Box 1785, 1388 East 1000 South
         Vernal, UT 84078
         Tel: (435) 789-1231
         Fax: (435) 789-1955

      3. U.S. Bank National Association, as indenture trustee,
         Attn: Cindy Woodward
         60 Livingston Avenue
         St. Paul, MN 55107
         Tel: (651) 495-3907
         Fax: (651) 495-8100

As reported in the Troubled Company Reporter on Feb. 1, 2012, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that Delta Petroleum Corp. won't be distracted by objections from
an official creditors' committee because none was formed.  The
U.S. Trustee told the bankruptcy judge that there was insufficient
interest from creditors to form a committee.

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Laramie Energy II LLC has been approved by the Court to serve as
the sponsor for Delta's reorganization plan.


DYNCORP INT'L: S&P Alters Outlook to Negative on Uncertain Demand
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on U.S.-based DynCorp
International Inc. and revised the outlook to negative from
stable.

"Credit protection metrics have not improved as much as we
expected over the past year because of weak profitability, despite
significant debt reduction in 2011," said Standard & Poor's credit
analyst Chris Mooney.

"The ratings on DynCorp International reflect its 'aggressive'
financial profile due to high debt following a 2010 leveraged
buyout by Cerberus Capital Management L.P. Standard & Poor's
assesses DynCorp's business risk profile as 'weak' because of
increased price competition, limited contract diversity, the risky
nature of some of its operations, and possible changes to U.S.
foreign policy. The ratings benefit somewhat from the firm's
leading market positions," S&P said.

"While we expect higher earnings over the next year, we believe
budget pressures at the U.S. Defense and State departments or a
change in U.S. foreign policy could hurt demand," Mr. Mooney said.

"DynCorp derives almost all of its revenue from the U.S. Defense
and State departments. In particular, because of the huge federal
budget deficit and current political landscape, the fiscal 2013
budget may not be signed into law on time by the start of the
fiscal year on Oct. 1, 2012. This could delay orders for DynCorp's
products," S&P said.

"In addition, DynCorp has significant exposure to the Middle East;
roughly 75% of the company's sales are related to operations in
Iraq and Afghanistan. With the Iraq war over and the war in
Afghanistan winding down, long-term demand for DynCorp's services
could decline," S&P said.


ELITE PHARMACEUTICALS: Withdraws Registration Statement with SEC
----------------------------------------------------------------
Elite Pharmaceuticals, Inc., on June 20, 2012, filed a letter with
the Securities and Exchange Commission requesting withdrawal of
the Registration Statement on Form S-1 that it had filed with the
Commission on March 1, 2012.  The Company had filed the
Registration Statement in accordance with the terms of a
Securities Purchase Agreement entered into by the Company on
Dec. 30, 2011.  The withdrawal request will be deemed granted as
of June 20, 2012, unless, within fifteen days after that date, the
Company receives a notice from the Commission that this request
will not be granted.

The Company is withdrawing the Registration Statement because,
after discussions with the Commission's staff, it determined that
the transactions as structured in the Securities Purchase
Agreement could not be implemented.  Accordingly, the Company will
not be proceeding with the financing under the Securities Purchase
Agreement.

                    About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

The Company reported a net loss of $8.05 million for the nine
months ended Dec. 31, 2011, compared with net income attributable
to common shareholders of $3.02 million for the same period a year
ago.

The Company previously reported a net loss of $13.6 million for
fiscal year ended March 31, 2011, following a net loss of
$8.1 million in fiscal year 2010.

The Company's balance sheet at Dec. 31, 2011, showed $10.34
million in total assets, $24.65 million in total liabilities and a
$14.31 million total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about Elite Pharmaceuticals' ability to continue
as a going concern following the financial results for the year
ended March 31, 2011.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.


EPICEPT CORP: Sells License Rights to Caplene in European Union
---------------------------------------------------------------
EpiCept Corporation has sold all of its rights to Ceplene in the
territories previously licensed to Meda AB, and a portion of its
remaining Ceplene inventory, to Meda for approximately $2.6
million in cash and the assumption of EpiCept's ongoing
responsibilities related to the manufacture and maintenance of the
marketing authorization of Ceplene in the European Union.  The
cash received from this transaction together with the savings from
future expenses, after making a partial prepayment on EpiCept's
existing term loan with MidCap Financial LLC of approximately $0.8
million, will enable EpiCept to operate into the fourth quarter
2012 without further financing.

Under the terms of the transaction, Meda has as of the closing
date assumed responsibility for the manufacturing of Ceplene in
the territories previously licensed to Meda and will absorb all of
the remaining expenses relating to the post-approval clinical
study of Ceplene that is required by the European Medicines Agency
(EMA).  EpiCept has also agreed to relinquish all future milestone
payments and royalty on future sales of Ceplene by Meda.  In
conjunction with the closing of this transaction EpiCept will
close its EpiCept GmbH facility in Munich, Germany.

Jack Talley, President and CEO of EpiCept, commented, "This
transaction is important to EpiCept because it strengthens our
liquidity position, saves capital by eliminating our ongoing
financial commitment to Ceplene in Europe, and allows us to focus
resources on our other products in development, notably AmiKet.
We are pleased that we have been able to complete this transaction
and look forward to working closely with Meda in the transitioning
efforts."

EpiCept maintains full ownership of Ceplene in those countries not
previously licensed to Meda, including all of North and South
America.  The Company's agreement with Megapharm Ltd. for the
sales of Ceplene in Israel is not a part of the transaction.

SunTrust Robinson Humphrey, Inc., acted as financial adviser to
EpiCept in this transaction.  EpiCept engaged SunTrust Robinson
Humphrey, Inc., in January 2012 to assist in exploring strategic
alternatives to maximize the commercial opportunity of AmiKet for
the treatment of CIPN following taxane-based therapy.  The sale of
licensed Ceplene rights to Meda provides additional liquidity to
the Company's operations and may enhance EpiCept's ability to
finalize a transaction with potential acquirers or with investors
or licensors of AmiKet.

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

Epicept reported a net loss of $15.65 million in 2011, a net loss
of $15.53 million in 2010, and a net loss of $38.81 million in
2009.

In the auditors' report
accompanying the financial statements for year ended Dec. 31,
2011, Deloitte & Touche LLP, in Parsippany, New Jersey, noted that
the Company's recurring losses from operations and stockholders'
deficit raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at March 31, 2012, showed $6.16
million in total assets, $23.30 million in total liabilities and a
$17.14 million total stockholders' deficit.


ESSAR STEEL: S&P Lowers CCR to 'CCC' on Weak Liquidity Position
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Sault Ste. Marie, Ont.-based Essar Steel Algoma
Inc. (ESA) to 'CCC' from 'CCC+'. Standard & Poor's also lowered
its issue-level rating on the company's senior secured notes to
'B-' from 'B'. The '1' recovery rating on the debt is unchanged.
"In addition, Standard & Poor's lowered its issue-level rating on
the company's senior unsecured notes to 'CCC-' from 'CCC'. The '5'
recovery rating on this debt is unchanged," S&P said.

"We are maintaining the CreditWatch with developing implications
on all our ratings on ESA. CreditWatch with developing
implications means we could raise, lower, or affirm the ratings,"
S&P said.

"The downgrade and CreditWatch reflect what we view as the
mounting challenges ESA faces as it refinances its US$300 million
revolving credit facility," said Standard & Poor's credit analyst
Donald Marleau. "The credit facility is now due, at the latest, on
Sept. 20, 2012, which could cause liquidity pressures to escalate
rapidly in the next several months."

"The 90-day extension on ESA's revolving credit agreement
alleviates some of the immediate refinancing risk that the company
was facing over the past month. However, the inclusion of an
Indalex Limited liquidity trigger -- an unrelated, bankrupt
manufacturer of aluminum extrusions whose priority claims order is
currently being argued before the Supreme Court of Canada -- in
ESA's amended revolving credit agreement intensifies liquidity
instability, as an adverse ruling in the Indalex case would cause
ESA's asset-backed lending facility to mature 10 days thereafter,"
S&P said.

"If ESA does not refinance its revolver in a timely manner, we
believe that the company's thin cash position and volatile
operating cash flows would be insufficient to maintain liquidity
above US$100 million, which we estimate is necessary to cover its
major uses of cash this year, specifically raw material purchases,
mandated pension cash requirements, maintenance capex spending,
and cash interest payments. These cash uses would be in addition
to the company repaying drawings outstanding on the credit
facility that's now scheduled to expire in September. Finally, we
do not incorporate into our assumptions any parental support from
Essar Steel Holdings Ltd. (not rated)," S&P said.

"We believe that ESA's operating performance is improving, with
modestly stronger earnings likely in fiscal 2013, as current steel
prices support steady shipment volumes along with stable input
costs. That said, we believe the credit facility is critical in
supporting the company's day-to-day operations, the absence of
which could strain its ability to purchase raw materials. We
assume that ESA will generate debt to EBITDA of about 6x in fiscal
2013, which we believe will translate into positive free operating
cash flow and EBITDA interest coverage above 2x," S&P said.

"We will resolve the CreditWatch once we have reviewed the
company's progress in refinancing its revolver," S&P said.

"We could lower the ratings further if ESA does not address its
weak liquidity position within the 90-day horizon of this
CreditWatch," S&P said.


FNB UNITED: 10 Directors Elected at Annual Meeting
--------------------------------------------------
At the annual meeting of shareholders of FNB United Corp., held on
June 21, 2012:

   * Scott B. Kauffman, J. Chandler Martin and Brian E. Simpson
     were elected to Class I of the Board of Directors of FNB,
     each for a term of two years expiring at the 2014 annual
     meeting of shareholders;

   * Austin A. Adams, R. Reynolds Neely, Jr., Louis A. "Jerry"
     Schmitt and Boyd C. Wilson, Jr., were elected to Class II of
     the Board, each for a term of three years expiring at the
     2015 Annual Meeting of Shareholders;

   * John J. Bresnan, Robert L. Reid and Jerry R. Licari were
     elected to Class III of the Board, each for a term of one
     year expiring at the 2013 Annual Meeting of Shareholders;

   * The appointment of Dixon Hughes Goodman LLP as FNB's
     independent registered public accounting firm for the 2012
     fiscal year was ratified;

   * A resolution approving the compensation of FNB's named
     executive officers was adopted on an advisory basis; and

   * The FNB United Corp. 2012 Incentive Plan was approved.

On June 18, 2012, FNB filed with the Securities and Exchange
Commission a prospectus supplement with respect to its
distribution, at no charge, of non-transferable Warrants to
purchase up to 30,000 shares in the aggregate of common stock, no
par value per share, at a price of $16.00 per share, to holders of
shares of its Common Stock as of 5:00 p.m., Eastern Time, on
Oct. 20, 2011, the record date.

The Offering is being conducted under the terms of the investment
and subscription agreements entered into with various investors in
connection with the October 2011 private placement of $310 million
completed by FNB as part of its recapitalization and acquisition
of Bank of Granite Corporation.  In addition, as a result of the
Offering FNB is obligated to offer to those who participated in
the private placement certain preemptive rights.

The Warrants will be issued pursuant to FNB's shelf registration
statement on Form S-3 filed with the SEC on April 5, 2012, and
declared effective on May 18, 2012.

                          About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

FNB United reported a net loss of $137.31 million in 2011, a net
loss of $131.82 million in 2010, and a net loss of $101.69 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $2.38
billion in total assets, $2.26 billion in total liabilities and
$117.97 million in total shareholders' equity.


FOURTEEN-EIGHT LLC: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fourteen-Eight, LLC
        dba Belden Center
        238 SW Palm Cove Drive
        Palm City, FL 34990

Bankruptcy Case No.: 12-24958

Chapter 11 Petition Date: June 20, 2012

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

Judge: Erik P. Kimball

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

Scheduled Assets: $7,016,113

Scheduled Liabilities: $8,643,893

A copy of the Company's list of its 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb12-24958.pdf

The petition was signed by Joseph A. Ford, Sr., managing member.


FRIENDSHIP VILLAGE: Fitch Retains 'BB-' Rating on $15-Mil. Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the $15.6 million
of series 1998 Franklin County, Ohio health care facilities
revenue refunding and improvement bonds issued on behalf
Friendship Village of Columbus (FVC).

The Rating Outlook is Stable.

Rating Rationale:

  -- CONTINUED WEAK BUT STABLE PROFILE: The affirmation of the BB-
     rating reflects FVC's continued weak but stable financial
     profile with light liquidity and minimal coverage due to
     sustained low occupancy.

  -- STABILIZED OCCUPANCY: Independent living unit (ILU) occupancy
     improved to 74% as of March 31, 2012, but remains low.  The
     improvement is due to reduced entrance fees and strengthened
     marketing efforts.  The improved occupancy generated strong
     net entrance fees of $1.7 million through May 30, 2012
     compared to net entrance fees of $421K in fiscal 2011.

  -- COMPRESSED INTERIM PROFITABILITY: Interim profitability
     declined during the 10 month period ending April 30, 2012
     with operating ratio increasing from 100.9% in fiscal 2011 to
     107.9% due to increased staffing related to efforts to
     improve skilled nursing facility (SNF) occupancy.
     Profitability is expected to rebound in fiscal 2013 due to
     cost management initiatives.

  -- LIGHT COVERAGE: Maximum annual debt service coverage was only
     1 times (x) through the 10 months ended April 30, 2012 and
     0.9x in fiscal 2011 per Fitch's calculation.  This did not
     result in a rate covenant violation since FVC's covenant
     calculation was 1.36x for fiscal 2011.  In addition, as a
     Type A continuing care retirement community (CCRC), FVC
     remains highly dependent upon entrance fee receipts to cover
     debt service.

  -- LOW LIQUIDITY: Unrestricted liquidity is light with 26.3%
     cash to debt and 2.9x cushion ratio at April 30, 2012 and has
     remained stable since fiscal year-end 2011.

SECURITY:

The bonds are secured by a revenue pledge, first mortgage, and
debt service reserve fund.

CREDIT SUMMARY:

The affirmation of the 'BB-' rating and Stable Outlook reflects
FVC's low but improved ILU occupancy, light liquidity and debt
service coverage.  While operating profitability was compressed in
the interim period due to investments in increasing the SNF
census, Fitch expects fiscal 2013 profitability to continue to
improve.

Occupancy has improved across the board from the levels in fiscal
2011 but remains low.  ILU occupancy increased from 71% in the
second quarter of 2011 to 74% as of March 31, 2012 while assisted
living unit (ALU) and SNF occupancy increased from 84% to 96% and
70% to 85%, respectively.  The increased occupancy reflects the
impact of the 25% reduction in ILU entrance fees effective Jan. 1,
2012 as well as increased marketing efforts across all areas, but
particularly within skilled nursing.

While the Columbus, Ohio area faired fairly well through the
recent recession, the three primary zip codes that FVC draws from
were hit particularly hard.  The 25% reduction in ILU entrance
fees was necessary to bring entrance fees in line with local real
estate prices.  The strategy has been successful in increasing ILU
sales, with ILU sales increasing from 21 in fiscal 2011 to 27 in
the 11 month interim period ending May 30, 2012 while net entrance
fees increased from $421 thousand to $1.7 million.

Operating profitability has been erratic since fiscal 2009
reflecting the difficult operating environment. Operating ratio
varied from 98.5% to 103.8% between fiscal years 2009 and 2011.
Operating profitability declined markedly in the 10 month interim
period ending April 30, 2012, with operating ratio increasing to
108%, primarily due to the increased staffing related to the
efforts to improve the SNF census.  With the improved SNF
occupancy, management believes that it can achieve operating
efficiencies while maintaining the current occupancy levels in
fiscal 2013.

Total outstanding debt is $15 million and is 100% fixed rate.
FVC's debt service coverage is light with 1x coverage through the
10 months ended April 30, 2012 and 0.9x in fiscal 2011 per Fitch's
calculation.  Additionally, FVC remains dependent upon entrance
fee receipts to cover debt service, which is typical of type A
CCRCs.  FVC has a rate covenant of 1.15x and coverage below 1.15x
would require a consultant call in.  Based on FVC's covenant
calculation, debt service coverage equaled 1.36x in fiscal 2011
and is projected to be 1.4x in fiscal 2012 and 1.47x in fiscal
2013.

Unrestricted liquidity has been consistent, but relatively light.
At March 31, 2012, FVC had $4 million of unrestricted cash and
investments equating to 96.6 days cash on hand, 26.3% cash to debt
and 2.9x cushion ratio.  These metrics are well below the
corresponding 'BBB' category medians of 361.4, 51% and 5.9x,
respectively.

Future capital plans include regular maintenance and refurbishment
of units, however no major capital projects are planned in the
near to medium term.

The Stable Outlook reflects Fitch's expectation that operating
performance will continue to improve due to the recent success in
sales activity, which is expected to be sustained.

FVC operates a type-A CCRC located in Columbus, OH, which consists
of 226 independent living units, 63 assisted living units, and 80
skilled nursing beds.  Total operating revenue equaled
approximately $15.4 million in fiscal 2011.  FVC covenants to
provide annual disclosure within 150 days of the end of each
fiscal year and quarterly disclosure within 50 days of the end of
each quarter.  Disclosure is provided through the Municipal
Securities Rulemaking Board's EMMA system.


GENTA INC: Warrell & Itri Disclose 24.3% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Raymond P. Warrell, Jr., M.D., and Loretta M.
Itri, M.D., disclosed that, as of June 13, 2012, they beneficially
own 1,450,000,000 shares of common stock Genta Incorporated
representing 24.3% of the shares outstanding.
As husband and wife sharing the same household, the Reporting
Persons may be deemed to have shared voting power, either directly
or indirectly, over all of the 1,450,000,000 shares.  A copy of
the filing is available for free at http://is.gd/wtiUAh

                     About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

In its report on the financial statements for 2011, EisnerAmper
LLP, in Edison, New Jersey, noted that the Company's recurring
losses from operations and negative cash flows from operations and
current maturities of convertible notes payable raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $69.42 million in 2011,
compared with a net loss of $167.30 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $4.56
million in total assets, $34.74 million in total liabilities and a
$30.17 million total stockholders' deficit.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company in September 2011, issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


GENTA INC: Gary Siegel Discloses 9.2% Equity Stake
--------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Gary Siegel disclosed that, as of June 13, 2012, he
beneficially owns 550,000,000 shares of common stock of Genta
Incorporated representing 9.2% based on 5,959,717,543 outstanding
shares of common stock issued and outstanding as of June 19, 2012.
A copy of the filing is available at http://is.gd/uXp0B2

                     About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

In its report on the financial statements for 2011, EisnerAmper
LLP, in Edison, New Jersey, noted that the Company's recurring
losses from operations and negative cash flows from operations and
current maturities of convertible notes payable raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $69.42 million in 2011,
compared with a net loss of $167.30 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $4.56
million in total assets, $34.74 million in total liabilities and a
$30.17 million total stockholders' deficit.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company in September 2011, issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


GIBSON GUITAR: Moody's Raises CFR to 'B2'; Outlook Positive
-----------------------------------------------------------
Moody's Investors Service upgraded Gibson Guitar's ratings due to
its improved operating performance and enhanced credit metrics.
Among other ratings, the Corporate Family Rating was upgraded to
B2 from B3 and the Probability of Deafault rating to B2 from Caa1.
The outlook is positive.

"The upgrade in the Corporate Family Rating reflects the
substantial improvement in earnings and credit metrics over the
past few years," said Kevin Cassidy, Senior Credit Officer at
Moody's Investors Service.

The two notch upgrade in the Probability-of-Default Rating to B2
from Caa1 reflects Moody's decision to revert to a standard 50%
family recovery rate under its Loss Given Default methodology
rather than the higher 65% previously used. This is due to the
increased prominence of unsecured obligations in the capital
structure.

The following ratings were upgraded:

Corporate Family Rating to B2 from B3;

Probability-of-Default Rating to B2 from Caa1;

$80 million senior secured revolving credit facility expiring
March 2016 to B2 (LGD 3, 44%) from B3 (LGD 3, 32%);

$80 million term loan due March 2016 to B2 (LGD 3, 44%) from B3
(LGD 3, 32%)

Rating Rationale

Gibson's B2 Corporate Family Rating reflects its relatively small
scale with proforma revenue under $550 million, and the volatility
in earnings and cash flow given the highly discretionary nature of
the company's product line. Gibson's significant customer
concentration with Guitar Center, and relatively high management
turnover, also constrain the rating. Gibson's prominent market
share in guitars, moderate projected leverage, and strong brand
recognition and diversification within guitars and related music
areas supports the rating. Moody's believes that credit metrics
stronger than typically required for a given rating category are
necessary to balance Gibson's small scale, earnings volatility,
acquisition event risk, and high management turnover. Being
geographically diversified helps the rating, but having material
exposure to Europe is a risk. The company's good liquidity profile
also benefits the rating.

The positive outlook reflects Moody's view that Gibson's recent
operating performance and credit metric improvements will
continue, absent a large debt financed acquisition or a negative
macroeconomic shock, and that its management structure further
stabilizes. The outlook also incorporates Moody's expectation that
the company will integrate both its recent acquisitions (Stanton
Group and Onkyo Corporation) without any significant difficulties
and that it will maintain a good liquidity profile. Moody's
expectation of debt reduction with free cash flow is reflected in
the outlook.

A material and unexpected degradation in operating performance
could trigger a downgrade. Failing to successfully integrate its
two recent acquisitions could also spur a downgrade as could
another material debt funded acquisition or a deterioration in
liquidity. Key credit metrics that could prompt a downgrade would
be adjusted debt/EBITDA sustained above 5.5 times (currently 4.6
times and 4.3 times proforma) or EBITA margins consistently in the
mid single digits (current and proforma around 8%). In order for
debt/EBITDA to rise above 5.5 times, EBITDA needs to decrease by
about $10 million from March 2012 proforma LTM levels or debt
needs to increase by approximately $35 million from March 2012
levels.

A continued improvement in credit metrics is necessary for an
upgrade to be considered. Other factors would be increasing its
scale either organically or through acquisition, and improving its
product diversification. Key credit metrics necessary for an
upgrade would be adjusted debt/EBITDA sustained below 4 times and
EBITA margins approaching 10%. In order for debt/EBITDA to fall
below 4 times, EBITDA needs to increase by about $5 million from
March 2012 proforma LTM levels or debt needs to decrease by
approximately $25 million from March 2012 levels.

Subscribers can find further details in the Gibson Credit Opinion
published on Moodys.com.

The principal methodologies used in this rating were Global
Consumer Durables published in October 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Headquartered in Nashville, Tennessee, Gibson Guitar Corp.
("Gibson") primarily manufactures and markets acoustic and
electric guitars under the Gibson and Epiphone brand names and
pianos under the Baldwin brand name. The company also sells other
stringed instruments and instrument-related accessories such as
amplifiers, speakers, and picks/straps. Reported revenue for the
twelve months ended March 27, 2012 approximated $360 million, but
proforma revenue was around $525 million.


GMX RESOURCES: Fails to Comply with NYSE's $1 Share Price Rule
--------------------------------------------------------------
The New York Stock Exchange provided notice that the decline in
GMX Resources Inc.'s share price has caused it to be out of
compliance with the NYSE's continued listing standards.  Under the
NYSE's rules, in order to get back in compliance with the listing
standard, both the Company's ending share price and the average
share price (over a consecutive 30-trading day period) must exceed
$1.00 within six months following receipt of the non-compliance
notice.  Notwithstanding the foregoing, if the Company determines
to remedy the non-compliance by taking action that will require
shareholder approval, such as a reverse stock split, the NYSE will
continue to list the Company's common stock pending shareholder
approval by no later than its next annual meeting, and the
implementation of such action promptly thereafter.  The Company
will be back in compliance with its listing standard if the share
price promptly exceeds $1.00 per share, and the price remains
above the level for at least the following 30 trading days.  The
Company's common stock will continue to be listed and will trade
on the NYSE subject to the Company's continued compliance with the
NYSE's other applicable listing requirements.

Ken L. Kenworthy Jr. Chief Executive Officer said, "We do not
believe that the current stock price properly reflects the
potential value of our oil and gas assets, and we are confident in
our ability to implement steps to increase our share price to
comply with the NYSE continued listing standards."

The NYSE requires the average closing price of a listed company's
common stock to be at least $1.00 per share over a consecutive 30
trading-day period to comply with its continued listing standards.
As required by the NYSE rules, the Company will notify the NYSE,
within 10 business days of receipt of the non-compliance notice,
of its intent to return to compliance with the NYSE continued
listing standard.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balance sheet at March 31, 2012, showed $502.38
million in total assets, $468.47 million in total liabilities and
$33.91 million in total equity.

                           *     *     *

In November 2011, Moody's downgraded the rating of GMX Resources'
corporate family rating (CFR) to 'Caa3' from 'Caa1', the
Probability of Default (PDR) rating to 'Ca' from 'Caa1', and the
Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3.  The
outlook is negative.

The downgrade of GMX's PDR and note ratings reflect the company's
announcement that greater than 50% of the holders of the notes due
2019 have accepted a proposed exchange offer, which Moody's views
as a distressed exchange.  The lowering of the CFR and SGL ratings
reflects Moody's expectation of potential liquidity issues through
the first quarter of 2013, as well as elevated leverage following
the issuance of at least $100 million of proposed secured notes
under the exchange offer and a proposed $55 million volumetric
production payment (VPP), both of which the company expects to be
executed before the end of 2011.  Moody's treats VPPs as debt in
Moody's leverage calculations.  The negative outlook reflects the
potential for the CFR and note ratings to be lowered if liquidity
deteriorates further.

As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on GMX Resources Inc.
to 'SD' (selective default) from 'CC'.  "We also lowered the
company's issue-level ratings to 'D' from 'CC', reflecting its
completion of an exchange offer for a portion of its $200 million
11.375% senior notes due 2019," S&P said.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 11.375% senior notes due
2019," said Standard & Poor's credit analyst Paul B. Harvey.  "The
exchange offer included $53 million principle of 11.375% senior
notes that accepted an exchange of $1,000 principle for $750
principle of new 11% senior secured notes due 2017.  We consider
the completion of such an exchange, at a material discount to par,
to be a distressed exchange and, as such, tantamount to a default
under our criteria."


GOLDEN TEMPLE: Gets Court's Nod to Hire Moss Adams as Accountant
----------------------------------------------------------------
EWTC Management, LLC, fka Golden Temple Management, LLC, sought
and obtained authorization from the U.S. Bankruptcy Court for the
District of Oregon to employ Moss Adams, LLP, as accountant, nunc
pro tunc to the date of application.

Moss Adams will prepare annual tax returns and provide other
services as may be required for the general operation and
management of the business.

Moss Adams will be paid at these hourly rates:

           James Workman                                 $320
           Mark McGinley, Tax Partner - International    $320
           Blake Martin, Senior                          $156
           Staff Members                               $138-$150
           Seniors                                     $156-$168
           Managers                                    $183-$205
           Senior Managers                             $215-$280
           Partners (and Specialists)                  $315-$500

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

                   About Golden Temple Management

EWTC Management, LLC, fka Golden Temple Management LLC, the
management company of Golden Temple of Oregon LLC, the makers of
Yogi Tea, filed for Chapter 11 protection (Bankr. D. Ore. Case No.
12-60536) on Feb. 18, 2012.  Winston & Cashatt, Lawyers, P.S.,
serves as its lead Chapter 11 counsel.  Albert & Tweet, LLP,
serves as its local counsel.

The Debtor's primary asset is its 90% ownership of Golden Temple
of Oregon LLC, which has its principal assets in Springfield,
Oregon.  The Debtor and GTO are parties to a number of suits
involving monetary and equitable relief sought against them as
well as litigation related to the intellectual property of the
companies, notably the Golden Temple and Yogi Tea brands.

The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group filed for Chapter 11 in
anticipation of large claims being filed against them after they
lost a lawsuit in December 2011.  Multnomah County Circuit Judge
Leslie Roberts ruled that Mr. Khalsa breached his fiduciary duties
to the Sikh religious community founded by the late Yogi Bhajan
and that he and other Golden Temple Management members were
unjustly enriched, when they gained ownership of 90% of the
company in 2007.

GTO itself is not a party to the bankruptcy.

The Debtor disclosed assets of $49,077,498 and liabilities of
$10,434,000.  GTO is valued at $40 million.  The Debtor has 100%
control of GTO and share in annual profits, valued at $4 million.
Contingent and unliquidated claims of the Debtor include a
holdback on the sale of a business division to Hearthside Food
Solutions, LLC, valued at $5 million, and potential malpractice
claims against Schwabe Williamson & Wyatt and other professionals.
Golden Temple sold its cereal division in May 2010 for $71 million
to Hearthside.

Bankruptcy Judge Thomas M. Renn, who presides over the Chapter 11
case, appointed U.S. District Judge Michael Hogan as mediator
between the Debtor and parties involved in litigation claims.
Judge Hogan had been conducting mediation and a mediation session
was scheduled for Feb. 22-24, 2012, in Eugene, Oregon.  The
Debtor's counsel said a single global mediation under the
authority of the Bankruptcy Court would have the advantage of
getting all parties and all claimants under one umbrella and serve
to protect the very assets to which multiple parties lay claim.
The Debtor said the mediation sessions would allow it to craft a
reorganization plan that will satisfy disparate groups of
creditors and provide a dividend to unsecured creditors.

Kartar Singh Khalsa filed a separate Chapter 11 petition (Bankr.
D. Ore. Case No. 12-60538) on Feb. 18, 2012.  He disclosed assets
of $30.95 million and liabilities of $1.27 million.


GOLDEN TEMPLE: Taps Lane Powell for Multnomah County Litigation
---------------------------------------------------------------
EWTC Management, LLC, fka Golden Temple Management, LLC, sought
and obtained permission from the U.S. Bankruptcy Court for the
District of Oregon to employ Lane Powell PC as special counsel.

The Debtor proposes to engage Lane Powell for these purposes:
(i) pursuit of an appeal of interlocutory and final judgments
issued by Judge Leslie Roberts of the Multnomah County Litigation
and related litigation as appropriate on behalf of the Debtor and
the other defendants; (ii) representing the Debtor and EWTC in
any proceeding or mediation related to the litigation before
Judge Hogan or other assigned mediators and on the appeal; and
(iii) representing the Debtor in connection with claims, if any,
against it asserted by third parties that are similar to claims
previously handled by Lane Powell for EWTC to the extent
specifically requested by counsel for the Debtor.

Lane Powell will be paid at these hourly rates:

           Mary Jo Heston, Shareholder            $463.50
           Tom Sondag, Shareholder                $450.00
           Kenneth Davis, Shareholder             $450.00
           Peter Hawkes Shareholder               $364.50
           Darin Sands Associate                  $328.50
           Skyler Tanner Associate                $243.00
           Darcy Deibele Paralegal                $207.00
           Diana Barker Paralegal                 $189.00

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

                   About Golden Temple Management

EWTC Management, LLC, fka Golden Temple Management LLC, the
management company of Golden Temple of Oregon LLC, the makers of
Yogi Tea, filed for Chapter 11 protection (Bankr. D. Ore. Case No.
12-60536) on Feb. 18, 2012.  Winston & Cashatt, Lawyers, P.S.,
serves as its lead Chapter 11 counsel.  Albert & Tweet, LLP,
serves as its local counsel.

The Debtor's primary asset is its 90% ownership of Golden Temple
of Oregon LLC, which has its principal assets in Springfield,
Oregon.  The Debtor and GTO are parties to a number of suits
involving monetary and equitable relief sought against them as
well as litigation related to the intellectual property of the
companies, notably the Golden Temple and Yogi Tea brands.

The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group filed for Chapter 11 in
anticipation of large claims being filed against them after they
lost a lawsuit in December 2011.  Multnomah County Circuit Judge
Leslie Roberts ruled that Mr. Khalsa breached his fiduciary duties
to the Sikh religious community founded by the late Yogi Bhajan
and that he and other Golden Temple Management members were
unjustly enriched, when they gained ownership of 90% of the
company in 2007.

GTO itself is not a party to the bankruptcy.

The Debtor disclosed assets of $49,077,498 and liabilities of
$10,434,000.  GTO is valued at $40 million.  The Debtor has 100%
control of GTO and share in annual profits, valued at $4 million.
Contingent and unliquidated claims of the Debtor include a
holdback on the sale of a business division to Hearthside Food
Solutions, LLC, valued at $5 million, and potential malpractice
claims against Schwabe Williamson & Wyatt and other professionals.
Golden Temple sold its cereal division in May 2010 for $71 million
to Hearthside.

Bankruptcy Judge Thomas M. Renn, who presides over the Chapter 11
case, appointed U.S. District Judge Michael Hogan as mediator
between the Debtor and parties involved in litigation claims.
Judge Hogan had been conducting mediation and a mediation session
was scheduled for Feb. 22-24, 2012, in Eugene, Oregon.  The
Debtor's counsel said a single global mediation under the
authority of the Bankruptcy Court would have the advantage of
getting all parties and all claimants under one umbrella and serve
to protect the very assets to which multiple parties lay claim.
The Debtor said the mediation sessions would allow it to craft a
reorganization plan that will satisfy disparate groups of
creditors and provide a dividend to unsecured creditors.

Kartar Singh Khalsa filed a separate Chapter 11 petition (Bankr.
D. Ore. Case No. 12-60538) on Feb. 18, 2012.  He disclosed assets
of $30.95 million and liabilities of $1.27 million.


GREEN FIELD: S&P Cuts CCR to 'CCC' on Lower Operating Cash Flow
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured ratings on Lafayette, La.-based oilfield
services company Green Field Energy Services Inc. (GFES) to 'CCC'
from 'CCC+'. "At the same time, we revised the recovery rating on
the company's $250 million senior notes to '4', indicating our
expectation of average (30% to 50%) recovery for lenders in the
event of a default, from '3'. The outlook is developing," S&P
said.

"The downgrade on Green Field Energy Services Inc. reflects its
limited liquidity relative to projected capital spending and debt
amortization over the next 60 to 90 days," said Standard & Poor's
credit analyst Paul B. Harvey. "Based on projected cash needs, we
estimate liquidity would be insufficient to cover third-quarter
expenses and November interest payment without a cut in capital
spending or outside financing. The lower recovery reflects the
weaker market for hydraulic fracturing equipment and the resulting
impact on asset values in the near-term."

"GFES' weak liquidity resulted from a delay in the start of its
contract with Shell Western Exploration and Production Inc.,
combined with the rapid deterioration of market conditions for
fracturing services during the first quarter. As a result, cash
flow from operations was much lower than projected in the face of
high spending requirements to finish construction and testing
of equipment for scheduled contracts in 2012. Liquidity was
reduced further by the first interest payment on GFES' $250
million 13% notes in May (about $16.3 million). As a result, GFES
exhausted its Dec. 31 cash balance of $87 million," S&P said.

"To aid liquidity, GFES obtained $30 million of secured financing
in May. However, $19.4 million amortizes through 2012, limiting
its benefit beyond the very near term. Although the total
potential financing is $100 million, it is scheduled over four
tranches, with a second $30 million tranche only available in
March 2013, after the first tranche is repaid," S&P said.

"Although GFES has the ability to reduce capital spending levels,
we view this as a last resort with limited impact beyond the very
near term. This would further delay new equipment deliveries and
reduce projected operating cash flows in the face of required debt
and interest payments. Finally, we project liquidity would be
insufficient to fund the company's $16.3 million interest payment
in November without additional sources of financing," S&P said.


GREEN MOUNTAIN: Moody's Cuts Rating Preferred Stock to 'Ba1'
------------------------------------------------------------
Moody's Investors Service downgraded the issuer rating of Green
Mountain Power (GMP) to Baa2 from Baa1 and its first mortgage
bonds to A3 from A2. The outlook for GMP is stable.

Additionally, Moody's upgraded the issuer rating of Central
Vermont Public Service (CV) to Baa2 from Baa3, its first mortgage
bonds to A3 from Baa1, and preferred stock to Ba1 from Ba2. The
outlook for CV is stable.

Ratings Rationale

The rating action follows the June 15th Vermont Public Service
Board (VPSB) approval of the Gaz Metro (not rated, parent of GMP)
acquisition of CV, subject to conditions. Moody's anticipates that
the acquisition will be completed shortly, and that the merger of
GMP and CV will be fully consummated on October 1, 2012.

"The rating changes reflect our expectation for the combined
utility to produce financial metrics, including the ratio of cash
flow from operations to debt, in the mid to high teens range over
the intermediate-term." said Ryan Wobbrock, Analyst. "Combined
with other expected financial metrics, such as CFO pre-WC interest
coverage above 3.5x and CFO pre-WC to debt in the mid teens range,
a supportive regulatory environment and adequate liquidity, the
pro forma Green Mountain Power will be well positioned within the
Baa2 rating category" Wobbrock added.

Per the VPSB approval order, Moody's anticipates that GMP and CV
will operate effectively as sister companies, beneath an
intermediate holding company, Northern New England Energy
Corporation (NNEEC, not rated), until the finalization of quarter-
end activities and regulatory procedures on September 30th. CV
will then be merged into GMP on the following day, which coincides
with Gaz Metro's fiscal year end. During the interim, Moody's
expects that CV bonds will be exchanged for GMP bonds under a
single indenture and that the rating agency will maintain ratings
only on GMP going forward.

The pro forma GMP will benefit from its increased size, scale and
scope, which includes a more diversified service area and customer
mix within Vermont. In particular, GMP will have reduced
industrial load exposure and will have greater market access and
negotiating leverage with counterparties which provide a
significant portion of Vermont's power. GMP will continue to have
the advantage of a strong parent company, in Gaz Metro, which has
consistently contributed equity to the company since acquiring it
in 2007. Also unchanged, is VPSB regulatory oversight, which
offers revenue certainty through Alternative Regulation Plans
(ARPs). GMP's current ARP expires in September 2013, but is
expected to be extended through September 2014.

CV and Gaz Metro entered into an acquisition agreement on July 11,
2011, that included Gaz Metro agreeing to pay $35.25 per share, or
$702 million, including the assumption of $230 million of CV debt.
Gaz Metro plans to finance the total acquisition price (which also
includes executive severance, a prior merger agreement termination
payment and transaction fees) with an equal mix of debt (i.e.,
$260 million in 3.86 percent senior secured notes due in 2022 and
5.06% senior secured notes due in 2042) and equity contributions
two upstream entities: Noverco Inc (not rated) and Valener Inc. (a
separate vehicle for public investment in Gaz Metro, not rated).

The merger approval contains other conditions, including: $144
million of guaranteed customer savings over the next ten years;
$21 million in required investment toward projects (including
efficiency programs, renewable and clean energy programs, other
demand resources, and/or new and innovative technologies)that will
result in at least 1.2 times the investment amount in customer
benefits; contribute 38 percent of its ownership in the Vermont
Electric Power Company (VELCO, manager of the Vermont electric
transmission system) to a public trust, ensuring that ownership
and control of VELCO remains with Vermont entities; and
performance and reliability requirements.

What Could Change the Rating -- Up

The credit profile of GMP is strongly positioned in the Baa2
rating category and could be considered for an upgrade if it were
able to exhibit metrics of CFO pre-WC interest coverage and CFO
pre-WC to debt approaching 4.0x and high teen's range,
respectively, on a sustainable basis.

What Could Change the Rating - Down

GMP could experience negative ratings pressure if support from the
VPSB or its parent company were to decline, or the regulatory
environment became more contentious, if the company is
unsuccessful in realizing synergies which back its $144 million
savings guarantee to customers, or if its financial profile were
to decline below 3.0x CFO pre-WC interest coverage or below 14%
CFO pre-WC to debt for an extended period.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


HACKENSACK CHEVROLET: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Hackensack Chevrolet LLC
         aka Hackensack Chevrolet
        55 Hackensack Avenue
        Hackensack, NJ 07601

Bankruptcy Case No.: 12-25459

Chapter 11 Petition Date: June 15, 2012

Court: United States Bankruptcy Court
       District of New Jersey

Judge: Morris Stern

Debtor's Counsel: Hillary Jury, Esq.
                  WILK AUSLANDER, LLP
                  1515 Broadway
                  New York, NY 10036
                  Tel: (212) 981-2300
                  Fax: (212) 752-6380
                  E-mail: hjury@wilkauslander.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/njb12-25459.pdf

The petition was signed by Vincent Sirabella, managing member.


HACKENSACK CHEVROLET: May Be Purchased by Long Island Dealer
------------------------------------------------------------
Hackensack Chevrolet LLC filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 12-25459) on June 15, 2012, amid a dispute with
lender Ally Financial Inc.

The Debtor filed with the bankruptcy court motions to use cash
collateral and pay prepetition wages.  Ally Financial objected to
the Debtor's motions.  While the bankruptcy judge has authorized
the Debtor to pay wages and benefits, no order authorizing access
to cash collateral has been entered as of June 22.

Ally has filed a motion for relief from stay.  A hearing on the
lift stay motion is set for July 23 at 10:00 a.m.

At a hearing on July 26, 2012 at 10:00 a.m., Judge Morris Stern
will consider a request to appoint a Chapter 11 trustee filed by
Star Consulting & Gemini Services, LLC.

The Debtor is represented by Hillary Jury, Esq., and Eric Snyder,
Esq., at Siller Wilk, LLP, in New York.  Ally is represented by
Todd Mark Galante, Esq., and Michael E. Hastings, Esq., at
LeClairRyan.

Hackensack Chevrolet may be purchased by a dealer from Long
Island, its lawyer said on Friday, according to a June 23 report
by The Record.  Eric Snyder said that Josh Aaronson of the Baron
Auto Group has offered to buy the dealership for $1.1 million,
subject to court approval.  The dealership intends to stay open
until a sale is completed.  "The goal is to get a deal through and
raise enough money to pay creditors," Mr. Snyder said.

According to The Record, the bankruptcy filing came on the heels
of a civil suit filed June 1 in federal court in Newark by Ally
Financial, which seeks to recover a principal sum of $5.3 million.
Ally called the loans due earlier this year when the dealership
allegedly failed to make payments after it was selling vehicles in
violation of financing agreements and after discovering that a
number of cars on which Ally holds liens were missing.

Ally also alleged in court documents the dealer wrongfully sold a
2008 Lamborghini Gallardo, a 2012 Corvette and a 2010 Audi R8 to
employees, without repaying the lender.  Balances due to Ally on
the Audi and Lamborghini are $123,525 and $94,866, respectively,
according to the lawsuit.

Hackensack Chevrolet on Wednesday filed an adversary complaint in
bankruptcy court in Newark against two of its employees to recover
those cars, arguing in court papers that they took the vehicles
without providing adequate consideration.

According to http://www.hackensackchevy.com/, Hackensack
Chevrolet is a Chevrolet dealer in New Jersey.

The dealership holds 218 vehicles pledged to Ally as collateral,
according to a court document.


HACKENSACK CHEVROLET: Meeting to Form Creditors' Panel on June 28
-----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on June 28, 2012, at 10:00 a.m. in
the bankruptcy case of Hackensack Chevrolet, LLC a/k/a Hackensack
Chevrolet.  The meeting will be held at:

   United States Trustee's Office
   One Newark Center
   1085 Raymond Blvd.
   21st Floor, Room 2106
   Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Hackensack Chevrolet LLC filed a Chapter 11 pettiion (Bankr.
D.N.J. Case No. 12-25459) on June 15, 2012, listing under
$10 million in both assets and debts.  Judge Morris Stern oversees
the case.  The Debtor is represented by Hillary Jury, Esq., at
Siller Wilk, LLP, in New York.


HELLAS TELECOMMUNICATIONS: US Court Recognizes English Proceeding
-----------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York recognized Hellas Telecommunications
(Luxembourg) II SCA's compulsory liquidation supervised by the
High Court of Justice of England and Wales as foreign main
proceeding pursuant to Section 1517(a) of the Bankruptcy Code.

The Court also ordered that all relief afforded to a foreign main
proceeding is granted to the English Proceeding, the Company and
the Petitioners respectively, including, without limitation, the
protections afforded by Section 362 of the Bankruptcy Code.

Andrew Lawrence Hosking and Carl Jackson, serves as Joint
Compulsory Liquidators of the Debtor and as duly authorized
foreign representatives as defined by section 101(24) of title 11
of the United States Code.

"Chapter 15 recognition of the English proceeding would stay the
pending litigation (as against the company) and prevent the
petitioners from needlessly expending time and money defending
actions in which they may be the proper plaintiffs," Andrew
Lawrence Hosking and Carl Jackson, the joint liquidators said in
court filings.

Cortlandt Street Recovery Corp. and Wilmington Trust, as holders
of pay-in-kind notes and SUB notes, have filed suits against the
Company, TPG and Apax in the state of New York to allege that
distributions to TPG and Apax in 2006 deepened the Company's
insolvency.

                 About Hellas Telecommunications

In February 2007, Hellas Telecommunications was purchased from
TPG Capital LP and Apax Partners by the Italian
telecommunications giant Weather Group.  The Company later
suffered liquidity problems and commenced administration
proceedings in the U.K. in November 2009.  The administrators sold
100% of the shares of Wind Hellas to the existing owners, the
Weather Group.  An order placing the Company into liquidation was
entered on Dec. 1, 2011.

Andrew Lawrence Hosking and Carl Jackson, as Joint Liquidators
petitioned for the Chapter 15 protection for the Company (Bankr.
S.D. N.Y. Case No. 12-10631) on Feb. 16, 2012.  Bankruptcy Judge
Martin Glenn presides over the case.

The Debtor estimated assets and debts of more than $100,000,000 .
The Debtor did not file a list of creditors together with its
petition.

The petitioners are represented by Howard Seife, Esq. , at
Chadbourne & Parke LLP .


HOUGHTON MIFFLIN: Confirms Prepack, Exits Chapter 11
----------------------------------------------------
Global education leader Houghton Mifflin Harcourt has completed
its financial restructuring and emerged from its chapter 11
reorganization, 32 days after its initial "pre-packaged" filing on
May 21, 2012.

Bankruptcy Law360 relates that Judge Robert Gerber confirmed the
plan after the debtor, which filed for bankruptcy protection May
21, announced that it had resolved five objections, including
addressing an objection by U.S. Trustee Tracy Hope Davis.

"We have achieved our financial restructuring objectives and moved
through this process quickly and successfully.  Now we have
emerged with significantly less debt, a much improved balance
sheet and capital structure and the financial strength to invest
in new products and innovative digital education solutions to grow
our business for the benefit of our customers.  Our emergence
reflects the dedication of our team and the strong support of our
investors and lenders to position HMH for long-term success," said
Linda K. Zecher, President and Chief Executive Officer of HMH.

Ms. Zecher added, "We take seriously our role as a global
education leader and with our new financial flexibility and a
strong leadership team in place, we are well-positioned to
accelerate our growth initiatives and continue combining the best
media and technology with HMH's publishing heritage to encourage
passionate, curious learners around the world."

HMH emerged from chapter 11 after meeting all closing conditions
to the Company's Plan of Reorganization, which was confirmed by
the U.S. Bankruptcy Court for the Southern District of New York,
on June 22, 2012.

                      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.


ICOP DIGITAL: Court Enters Final Decree Closing Chapter 11 Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas entered a
Final Decree on June 19, 2012, closing the bankruptcy case of
Digital Systems, Inc., formerly known as ICOP Digital, Inc.

Founded in 2002, ICOP Digital Inc. sells surveillance equipment
for law enforcement agencies.  Lenexa, Kansas-based ICOP Digital
filed for Chapter 11 protection in Kansas City (Bankr. D. Kan.
Case No. 11-20140) on Jan. 21, 2011.

On Feb. 14, 2012, the Company filed with the Court a disclosure
statement accompanying its plan of liquidation.

On April 26, 2012, the Court confirmed the Plan and approved the
Disclosure Statement in a Confirmation Order.

By order of the Court in the Confirmation Order, and pursuant to
the Plan, all stock of the Company will be cancelled on July 24,
2012.  The Company intends to file a Form 15 to suspend its filing
obligations to the SEC on the Effective Date.


IMPERIAL INDUSTRIES: QEP Signs Letter of Intent to Buy Business
---------------------------------------------------------------
Imperial Industries, Inc., had entered into a loan agreement with
QEP Co., Inc., a worldwide manufacturer, marketer and distributor
of hardwood flooring, flooring installation tools, adhesives and
flooring related products, to provide the Company with a line of
credit up to $500,000.  The line of credit is secured by a lien on
substantially all the assets of the Company and is subject to
certain financial covenants and other customary restrictions.  The
line of credit, which would mature no later than on Dec. 14, 2012,
is intended to provide the Company funds for its current working
capital needs and any transaction costs that may be incurred as a
result of a subsequent merger between the Company and QEP Co.,
Inc.

In connection with the Line of Credit, the Company and QEP entered
into a non-binding Letter of Intent with regard to a proposed
acquisition of the Company by QEP.  QEP has the right to terminate
the LOI at any time for any reason.  The LOI would automatically
terminate on July 12, 2012, if a definitive binding merger
agreement has not been executed by that date unless extended by
mutual consent of the parties.  The LOI provides, among other
things, that QEP would agree to purchase 100% of the Common Stock
of the Company for a price of no more than $.30 per share.  The
proposed merger transaction would be subject to a number of
customary closing conditions, including obtaining approval from
the holders of a majority of the Company's outstanding shares of
common stock at a Company shareholder meeting to be held.  There
can be no assurance that the Company will eventually enter into a
definitive merger agreement, or that QEP will ultimately pay $.30
per share.

S. Daniel Ponce, Imperial's Chairman of the Board, stated "This
Loan Agreement provides the Company with the necessary funds to
address the immediate liquidity needs of its operations during
this difficult period in the construction industry.  We are
excited about the potential acquisition of our Company by QEP.
Should our Company join forces with QEP, I believe it would
strengthen our operations and greatly enhance our Company's
ability to improve our market position."

                      About Imperial Industries

Pompano Beach, Fla.-based Imperial Industries, Inc. (OTC BB: IPII)
-- http://www.imperialindustries.com/-- manufactures and
distributes stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.  The Company sells its
products primarily in the State of Florida and to a certain extent
the rest of the Southeastern United States.

In its report on the 2011 financial statements, Grant Thornton
LLP, in Fort Lauderdale, Florida, noted that the industry in which
the Company is operating has been impacted by a number of factors
and accordingly, the Company has experienced a significant
reduction in its sales volume.  In addition, for the year ended
Dec. 31, 2011, the Company has a loss from continuing operations
of approximately $1,310,000.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company's balance sheet at March 31, 2012, showed $4.18
million in total assets, $2.86 million in total liabilities and
$1.32 million in total stockholders' equity.

INDIANAPOLIS DOWNS: Wins Approval of Amended Ch. 11 Plan
--------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Brendan L. Shannon on Thursday approved the amended
disclosure statement of Indianapolis Downs LLC, allowing the
bankrupt racetrack and casino operator to proceed with a dual-
track Chapter 11 plan comprising an auction backed up by a
recapitalization.

Bankruptcy Law360 relates that Judge Shannon signed off on the
recently revised statement after overruling objections that there
had not been time since its submission on Monday to digest the
many additional details it included.

                     About Indianapolis Downs

Indianapolis Downs LLC operates Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375 million on secured notes and $72.6 million on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INFUSYSTEM HOLDINGS: Adopts 2012 Short-Term Incentive Plan
----------------------------------------------------------
The Compensation Committee of the Board of Directors of InfuSystem
Holdings, Inc., adopted the 2012 Short Term Incentive Plan to
provide incentive compensation to executive officers and other key
employees of management of the Company and its subsidiaries,
including executive officers Janet Skonieczny, the Company's Vice
President of Operations, Corporate Secretary, Compliance Officer
and Privacy Officer; David Haar, the Company's Senior Vice
President of Sales and Marketing; and Thomas Creal, Executive Vice
President of First Biomedical, Inc., but excluding the Company's
Chief Executive Officer, Dilip Singh; and Chief Financial Officer,
Jonathan Foster.

Payments under the 2012 Plan will be based 20% on the achievement
of Company performance targets and 80% on the achievement of
individual business unit performance targets.  For each of the
Company and the individual business units, the Committee has
established two financial targets, Revenue (20%) and Operating
Income (80%), as the performance targets for the 2012 Plan, and
each will be as defined by U.S. GAAP and based on audited
financial results.  Operating Income will not include option
grants to the Board of Directors, Chief Executive Officer or Chief
Financial Officer; incentive bonus awards to the Chief Executive
Officer or Chief Financial Officer; charges associated with a
refinancing of the Company's credit facility; penalties for not
refinancing the Company's credit facility prior to July 31, 2012;
charges associated with the acceleration of vesting of existing or
future stock or option awards according to their terms; other
bonus, retention or incentive compensation not yet announced; and
charges related to other one-time events.  Based on the
determination of the objectives under the Company and the
individual business units, the maximum payout percentage earned by
the participants ranges from 85% (at 85% achievement of
performance targets) to 175% (at 150% achievement of performance
targets).  No 2012 Plan bonus will be paid if the Operating Income
falls below 85% of the Board-approved annual operating target of
an individual business unit.  Further, payments under the 2012
Plan for achieving less than 100% of a Board-approved target will
only be paid if the achieved Revenue or Operating Income of the
Company or business unit, as applicable, is better than that
achieved by the Company or business unit in the prior year.  If
the Company's consolidated Operating Income is less than 85% of
the target, the Committee has discretion to make awards under the
2012 Plan, subject to Board approval.  The Board reserves the
right to award bonuses under the 2012 Plan in shares of restricted
stock in lieu of cash payments.

The target bonus that an eligible employee may receive under the
2012 Plan is based upon the employee's level of responsibility and
market factors.  The target bonuses that executive officers Ms.
Skonieczny, Mr. Haar and Mr. Creal may receive under the 2012 Plan
are $150,000, $112,500 and $62,500, respectively.

The plan year for the 2012 Plan runs from Jan. 1 to Dec. 31, 2012,
and only those participants who are active employees of the
Company and in good standing as of the end of the plan year are
eligible to receive a payment in whole or in part under the 2012
Plan.  Employees subject to the 2012 Plan who are hired during the
plan year prior to Oct. 1, 2012, will receive a pro-rated
incentive target based on the number of months of service to the
Company during the plan year and any employee hired after Oct. 1,
2012, will not be eligible to participate in the 2012 Plan.

Employees who are promoted or who change positions during the plan
year are eligible to receive a pro-rated incentive bonus payment
under the 2012 Plan based on the months of service to the Company
in each such position.  While individual performance does not
dictate an eligible employee's payment under the 2012 Plan, the
supervisor of each eligible employee must complete that employee's
performance appraisal prior to payments under the 2012 Plan to
that employee.  The payment of all bonuses under the 2012 Plan are
subject to the final determination of the Committee prior to
payment and will be paid, if payable, on or before March 15, 2013.

On June 15, 2012, the Committee also adopted a formal written
severance plan for executive officers (other than Mr. Singh, Mr.
Foster and Ryan Morris, Executive Chairman of the Board) and
certain other key employees of the Company.  If the employment of
any such individual is involuntarily terminated by the Company for
reasons other than cause, as of the termination date, all of such
individual's existing equity grants that would have otherwise
vested according to their terms in the year in which the
termination date occurs, will vest immediately on a pro-rata basis
up through the date of termination.  Furthermore, for a period of
six months following the date of termination, the individual will
receive the continuation of his/her base salary; continued
coverage under the Company's group health plans, as in effect from
time to time, under the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended and the terms of the applicable plan;
outplacement services; and the ability to exercise any vested
equity grants.

                    About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$75.63 million in total assets, $36.09 million in total
liabilities and $39.53 million in total stockholders' equity.


INTERNATIONAL ENVIRONMENTAL: Hires Goe & Forsythe as Counsel
------------------------------------------------------------
International Environmental Solutions Corporation, dba IES
Corporation, asks permission from the U.S. Bankruptcy Court to
employ Goe & Forsythe, LLP, as its general bankruptcy counsel.

The Firm has received no funds from the Debtor but only from Board
members.  The Firm had requested a security retainer of $35,000
but, as of the date the Debtor's application was filed, received a
total of $21,500 from John V. Hardy, Jr., William Reilly, Douglas
C. and Diana Dimitruk, and Wayne E. Herling.

Robert P. Goe, Esq., attests the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

    Partners                 Hourly Rate
    --------                 -----------
    Robert P. Goe                $350
    Marc C. Forsythe             $350
    Associates
      Elizabeth A. LaRocque      $275
      Jonathon Alvanos           $195
    Legal Assistants
      Kerry A. Murphy            $140
      Sheila Blackerby           $140

                About International Environmental

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle,
and Linda Babb filed an involuntary Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-16268) against International Environmental
Solutions Corporation, dba IES Corporation, 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.


IRVINE SENSORS: To Issue 29.3 Million Common Shares Under Plans
---------------------------------------------------------------
ISC8, Inc., formerly known as Irvine Sensors Corporation, filed
with the U.S. Securities and Exchange Commission a Form S-8
to register 20,000,000 shares of its common stock issuable under
the ISC8 Inc. 401(k) and Stock Bonus Plan and 9,392,830 shares of
its common stock previously issued to Stock Bonus Plan
participants and which may be reoffered or resold by those plan
participants, or by the Stock Bonus Plan if those shares are
forfeited by plan participants upon termination of their
employment.  Of the 9,392,830 previously issued shares being
registered under this Registration Statement, the Stock Bonus Plan
currently has 71,743 shares in its forfeiture account which have
been forfeited by former employees.  A copy of the filing is
available for free at http://is.gd/TcPbm9

                        About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company reported a net loss of $15.76 million on
$14.09 million of total revenues for the fiscal year ended Oct. 2,
2011, compared with a net loss of $11.15 million on $11.71 million
of total revenues for the fiscal year ended Oct. 3, 2010.

The Company's balance sheet at April 1, 2012, showed
$12.76 million in total assets, $48.60 million in total
liabilities, and a $35.83 million total stockholders' deficit.


JEDD LLC: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: JEDD, LLC
        1001 Pickett Park Highway
        Jamestown, TN 38556
        Tel: (813) 716-5525

Bankruptcy Case No.: 12-05701

Chapter 11 Petition Date: June 20, 2012

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Cookeville)

Judge: Keith M. Lundin

About the Debtor: 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.

Debtor's Counsel: Deaver Hiatt Collins, Esq.
                  GULLETT SANFORD ROBINSON & MARTIN, PLLC
                  150 Third Avenue South, Suite 1700
                  Nashville, TN 37201
                  Tel: (615) 244-4994
                  Fax: (615) 256-6339
                  E-mail: hcollins@gsrm.com

                         - and ?

                  Thomas H. Forrester, Esq.
                  GULLETT SANFORD ROBINSON & MARTIN, PLLC
                  150 Third Avenue South, Suite 1700
                  Nashville, TN 37201
                  Tel: (615) 244-4994
                  Fax: (615) 256-6339
                  E-mail: TForrester@GSRM.COM

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

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

The petition was signed by Paul D. Gates, vice president of
operations, F-7 Ventures, LLC, managing member.

Debtor's List of Its 16 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Glenn Clark Enterprises            --                      $41,600
1821 Clarkrange-Monterey Highway
Monterey, TN 38574

Tallent Lumber                     Vendor                  $29,295
2099 Pickett Park Highway
Jamestown, TN 38556-2915

Total Bank of America - VISA       Credit Card             $24,317
P.O. Box 15019
Wilmington, DE 19850-5019

Foy Survey                         --                      $18,650

Bass, Berry & Sims, PLC            Legal                   $16,312

Fentress County Utility District   Utilities               $15,910

Susan Neff                         --                      $13,500

East Side Farms of TN, LLC         Vendor                   $8,100

Coburn & Coburn PA                 --                       $7,750

W&B, Inc.                          --                       $6,375

North American Land Trust          Vendor                   $4,495

Total American Forest Mgmt         Fees                     $2,500

Brad Neff                          --                       $2,020

Graphic Station, The               Vendor                   $2,000

Joel Ross CPA                      Accounting               $1,375

Modular Space Corporation          Vendor                     $380


JESCO CONSTRUCTION: Case to be Dismissed Absent Plan by July 2
--------------------------------------------------------------
The U.S. Bankruptcy Court Southern District of Mississippi signed
an agreed order between Jesco Construction Corp. and the U.S.
Trustee for Region 5, relating to the Debtor's motion to extend
period of exclusivity for filing of Disclosure Statement and Plan
of Reorganization.

As reported in the Troubled Company Reporter on June 4, 2012,
Henry G. Hobbs, Jr., Acting United States Trustee, asked that the
Court deny the Debtor's request for additional exclusivity.

Pursuant to the stipulation:

   -- the Debtor's exclusivity period is expired;

   -- the Debtor will file a disclosure statement and a
      confirmable plan of reorganization on or before July 2,
      2012; and

   -- if the Debtor fails to comply with any of the terms of
      the order, the case will be dismissed without further notice
      or hearing.

                     About Jesco Construction

Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a
Delaware Corporation, specializes in disaster response and was
part of the Hurricane Katrina cleanup.  It filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012.
Judge Katharine M. Samson presides over the case.  Attorneys at
the Law Offices of Craig M. Geno, PLLC, serve as counsel for the
Debtor.  The Debtor tapped Kelly Baker, CPA, PA, as accountant.

In its schedules, the Debtor disclosed $100 million in assets and
$14.7 million in liabilities.

Henry G. Hobbs, the Acting U.S. Trustee for Region 5, appointed
three unsecured creditors to serve on the Committee of Unsecured
Creditors of Jesco Construction Corp.


KEY BABY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Key Baby, LLC
        17844 North US Hwy 41
        Lutz, FL 33549

Bankruptcy Case No.: 12-09501

Chapter 11 Petition Date: June 20, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Richard J. McIntyre, Esq.
                  MCINTYRE, PANZARELLA,THANASIDES & ELEFF
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  E-mail: rich@mcintyrefirm.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/flmb12-09501.pdf

The petition was signed by Steven R. Schmidt, managing member.


KIEBLER RECREATION: Court Approves Case Conversion to Chapter 7
---------------------------------------------------------------
The Hon. Pat E. Morgenstern-Clarren of the U.S. Bankruptcy Court
for the Northern District of Ohio converted the Chapter 11 case of
Kiebler Recreation LLC, to one under Chapter 7 of the Bankruptcy
Code.

As reported in the Troubled Company Reporter on May 1, 2012, David
O. Simon, the Chapter 11 trustee for Peek'n Peak Resort, asked the
Court to convert the case to Chapter 7.  The trustee said given
the current state of the Debtor -- substantially all of the assets
have been sold and all of the leases under which the Debtor did
business have been assumed by and assigned to the purchasers --
there currently is no business around which to reorganize the
Debtor.

                     About Kiebler Recreation

Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational
and leisure facility in Findley Lake, New York.  Kiebler
Recreation, LLC, dba Peek'n Peak Resort, filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ohio Case No. 10-15099) on
May 26, 2010.  Robert C. Folland, Esq., at Thompson Hine LLP, has
withdrawn as counsel to the Debtor.  The Company estimated assets
and debts at $10 million to $50 million as of the Petition Date.

David O. Simon was appointed by the U.S. Trustee as acting
bankruptcy trustee to the Debtor on June 8, 2011.  Kohrman,
Jackson & Krantz P.L.L. serves as counsel to the Trustee.  The
bankruptcy trustee tapped Jones Lang LaSalle Americas, Inc., as
investment banker/business broker to market the Debtor's assets.

The Debtor's case was transferred from Judge Randolph Baxter to
Judge Pat E. Morgenstern-Clarren effective Aug. 16, 2011.

In September 2011, the Bankruptcy Court authorized the Chapter 11
Trustee for Kiebler Recreation, to sell substantially all of the
Debtor's assets, except for the Fairways Condominiums.  Scott
Enterprises, an Erie, Pa.-based hospitality development company,
emerged as the top bidder for the Peek'n Peak Resort.  Scott
submitted the top bid of $11.3 million.

The Chapter 11 trustee separately struck a deal with lender PNC
Bank to sell certain real property and personal property known as
the Fairways Condominiums contiguous to and part of the Peek 'N
Peak Resort, located in French Creek, New York.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate
petition (Bankr. N.D. Ohio Case No. 09-19087) on Sept. 25, 2009.
The Committee of Unsecured Creditors of Kiebler Slippery Rock
obtained confirmation of a liquidating plan on Jan. 31, 2011, and
the case was closed pursuant to a final decree effective March 29,
2011.

Chardon, Ohio-based Kiebler Slippery Rock was represented by
Andrew L. Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert
C. Folland, Esq., at Thompson Hine LLP.  The Debtor estimated
assets and debts at $10 million to $50 million.


KINGTONE WIRELESSINFO: Gets Another 180-Day Extension by NASDAQ
---------------------------------------------------------------
Kingtone Wirelessinfo Solution Holding Ltd disclosed that NASDAQ,
by a letter dated June 20, 2012, granted the Company an additional
180 days, or until Dec.  17, 2012, to remain listed on the NASDAQ
Capital Market and to regain compliance with NASDAQ's minimum
$1.00 bid price per share rule.

As mentioned in the Company's press release dated Dec. 22, 2011,
NASDAQ previously indicated to the Company that it had until
June 18, 2012 to regain compliance with the bid price requirement
but with a possibility to be granted a second compliance period if
the Company meets the continued listing requirement for market
value of publicly held shares and all other applicable
requirements for initial listing on NASDAQ's Capital Market with
the exception of the bid price requirement, and provides written
notice of its intention to cure the deficiency during the second
compliance period.  As a result of NASDAQ's assessment at the end
of the first compliance period, Nasdaq issued the letter granting
the Company an additional 180 calendar days, to Dec. 17, 2012, to
regain compliance.

If at any time before Dec. 17, 2012, the closing bid price of the
Company's security is at least $1 per share for a minimum of 10
consecutive business days, the Company will regain compliance with
the bid price rule.  If the Company does not regain compliance by
the end of this second grace period, its shares are subject to
delisting with the option to appeal the delisting determination.

The Company intends to continue to actively monitor the closing
bid price of its ADSs and will evaluate available options to
resolve the deficiency and regain compliance with the minimum bid
price rule.

                  About Kingtone Wirelessinfo

Kingtone Wirelessinfo Solution Holding Ltd --
http://www.kingtoneinfo.com/-- is a China-based developer and
provider of mobile enterprise solutions.  The Company's products,
known as mobile enterprise solutions, extend a company's or
enterprise's information technology systems to include mobile
participants.  The Company develops and implements mobile
enterprise solutions for customers in a broad variety of sectors
and industries, to improve efficiencies by enabling information
management in wireless environments.  At the core of its many
diverse packaged solutions is proprietary middleware that enables
wireless interactivity across many protocols, devices and
platforms.


LA JOLLA: Changes Domicile from Delaware to California
------------------------------------------------------
At the annual meeting of stockholders of La Jolla Pharmaceutical
Company, on May 22, 2012, LJPC Delaware's stockholders, upon the
recommendation of its Board of Directors, approved a proposal to
merge LJPC Delaware with and into its wholly-owned subsidiary,
LJPC Merger Sub, Inc., a California corporation, for the purpose
of changing the domicile of LJPC Delaware from Delaware to
California.  Following stockholder approval, the Merger was
effected on June 7, 2012.  As a result, LJPC Delaware is now a
California corporation.  Pursuant to an Agreement and Plan of
Merger between LJPC Delaware and LJPC California to effect the
Merger, LJPC Merger Sub, Inc., changed its name to La Jolla
Pharmaceutical Company.  LJPC California is deemed to be the
successor issuer of LJPC Delaware under Rule 12g-3 of the
Securities Exchange Act of 1934.

The Board of Directors recommended the Merger primarily because it
will result in significant cost savings with respect to the
payment of annual franchise tax fees that are currently paid to
the State of Delaware.  For the fiscal year ended Dec. 31, 2011,
LJPC Delaware paid $122,850 in Delaware franchise taxes and, for
the fiscal year ending Dec. 31, 2012, LJPC Delaware paid a pro-
rated amount of $90,095 in Delaware franchise taxes.  LJPC
Delaware anticipated that if it were to remain incorporated in
Delaware, it could continue to pay up to $180,000 in Delaware
franchise taxes each year for the foreseeable future.  During the
current fiscal year, some of the savings anticipated by the
reincorporation from Delaware to California will initially be
offset by expenses associated with the reincorporation, such as
filing, legal, printing and similar expenses.

In connection with the Merger, the Articles of Incorporation of
LJPC California and the Bylaws of LJPC California have become the
governing documents for LJPC Delaware's stockholders.

                  About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed raise 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, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.

La Jolla reported a net loss of $11.54 million in 2011, compared
with a net loss of $3.76 million in 2010.

The Company's balance sheet at March 31, 2012, showed $4.43
million in total assets, $9.67 million in total liabilities, all
current, $5.33 million in redeemable convertible preferred stock,
and a $10.57 million total stockholders' deficit.


LEHMAN BROTHERS: OKs $40-Mil. MBS Class Suit Settlement Okayed
--------------------------------------------------------------
A federal judge approved a $40 million settlement in a mortgage-
backed securities class action lawsuit against individuals
previously affiliated with Lehman Brothers Holding, Inc., which in
September 2008 filed the largest bankruptcy in US history.  Led by
Locals 302 and 612 of the International Union of Operating
Engineers -- Employers Construction Trust Fund, New Jersey
Carpenters Health Fund, and Boilermakers-Blacksmith National
Pension Trust, the plaintiffs are represented by Cohen Milstein
Sellers & Toll PLLC.

The final approval by Judge Lewis A. Kaplan of the U.S. District
Court, Southern District of New York, ends four years of
litigation against individuals previously affiliated with Lehman
Brothers, who were charged with filing misleading Offering
Documents regarding the credit quality of billions of dollars
worth of mortgage pass-through certificates issued in 2006 and
2007.

"While this settlement by no means compensates investors for the
full amount of their damages, we believe it is an excellent result
given the bankruptcy and limited insurance funds available," said
plaintiffs' lead counsel Steven J. Toll, of Cohen Milstein Sellers
& Toll PLLC.

Under the terms of the settlement, the Lehman Brothers Estate will
pay $8.3 million and insurers for the firm's officers and
directors will pay the remaining $31.7 million.

Class members have until Aug. 20, 2012, to file their settlement
claims.  In addition to the lead and named plaintiffs, the Iowa
Public Employees' Retirement System and Public Employees'
Retirement System of Mississippi intervened in the action on
behalf of additional investors.  The case is In re Lehman Brothers
Mortgage-based Securities Litigation, No. 08-CV-6762.

                   About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LENNAR CORP: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed its ratings for Lennar Corporation
(NYSE: LEN), including the company's Issuer Default Rating (IDR)
at 'BB+'.  The Rating Outlook is Stable.

The ratings and Outlook for Lennar reflect the company's strong
liquidity position and improving prospects for the housing sector
this year.  The ratings also reflect Lennar's successful execution
of its business model, geographic and product line diversity, much
lessened joint venture exposure, and the still challenging U.S.
housing environment.

Builder and investor enthusiasm have for the most part surged so
far in 2012, but housing metrics have not kept pace.  The year-
over-year comparisons have been consistently solidly positive, but
month-to-month the statistics (single-family starts, new home and
existing home sales) have been erratic and, at times, below
expectations.  However, these macro numbers in April were positive
across the board: single-family starts (+4.0%), new home sales
(+3.3%) and existing home sales (+3.4%).

In addition, single-family starts were up 3.2% in May as compared
to April.  Home prices have also been more encouraging of late,
turning positive for some series: FHFA +1.8% March, CoreLogic
+2.2% April (excluding distressed +2.6% April), Lender Processing
Services (LPS) +0.9% March, but Case-Shiller's 20-city price index
was flat in March.  Also, in any case, for the large public
homebuilders spring has so far been a resounding success.  As
Fitch noted in the past, the housing recovery will likely occur in
fits and starts.

Fitch's housing forecasts for 2012 have been raised since the
beginning of the year, but still assume a relatively modest rise
off a very low bottom.  Single-family housing starts are forecast
to increase about 12%, while single-family new home sales expand
approximately 10%.

Lennar has solid liquidity with unrestricted homebuilding cash of
$792.2 million as of Feb. 29, 2012.  The company also has a
recently established, unsecured revolving credit facility of $410
million that expires May 2015.  The company's debt maturities are
well-laddered, with less than 16% of its total homebuilding debt
maturing through 2014.  Although the company has sufficient cash
on hand to meet upcoming debt maturities, Fitch expects Lennar may
access the capital markets to refinance these maturities.  Lennar
has demonstrated that it can access the capital markets, even
during periods of distress.

Fitch expects Lennar will largely reverse its deferred tax asset
allowance (DTA) of $561.3 million this fiscal year.

The company was the third largest homebuilder in 2011 and
primarily focuses on entry-level and first-time move-up
homebuyers.  The company builds in 14 states with particular focus
on markets in Florida, Texas and California.  Lennar's significant
ranking (within the top five or top 10) in many of its markets,
its largely presale operating strategy, and a return on capital
focus provide the framework to soften the impact on margins from
declining market conditions.  Fitch notes that in the past,
acquisitions (in particular, strategic acquisitions) have played a
significant role in Lennar's operating strategy.

During the past two years the company has reignited its
'Everything's Included' marketing platform to ensure that its
homes offer the best value proposition in the marketplace.  This
platform targets the options and upgrades that are most desirable
to homebuyers (as determined by market research) and includes them
as standards in the price of the homes.  This program eliminates
major structural upgrades (i.e. homebuyers do not have the ability
to move walls or plumbing, but can still request other non-
structural options such as cabinetry), allowing the company to
minimize its construction cycle time.  Fitch notes that limiting
options could also turn away potential customers who would like to
customize their homes (beyond what Lennar may offer).  At the peak
of the cycle, approximately half of the company closings were
under the 'Everything's Included' platform, while the other half
was delivered under its Design Studio program, which allowed
homebuyers to customize through upgrades and options.  Management
indicated that a vast majority of its deliveries going forward
will be under the 'Everything's Included' platform.

Compared to its peers Lennar had above-average exposure to joint
ventures (JVs) during this past housing cycle.  Longer-dated land
positions are controlled off balance sheet.  The company's equity
interests in its partnerships ranged from 10% to 50%. These JVs
have a substantial business purpose and are governed by Lennar's
conservative operating principles.  They allow Lennar to
strategically acquire land while mitigating land risks and reduce
the supply of land owned by the company.  They help Lennar to
match financing to asset life.  JVs facilitate just-in-time
inventory management. Notwithstanding, Lennar has been
substantially reducing its number of JVs over the last few years
(from 270 at the peak in 2006 to 36 as of Feb. 29, 2012).  As a
consequence, the company has very sharply lowered its JV recourse
debt exposure from $1.76 billion to $80.2 million ($55.6 million
net of joint and several reimbursement agreements with its
partners) as of Feb. 29, 2012.  In the future, management will
still be involved with partnerships and JVs, but there will be
fewer of them and they will be larger, on average, than in the
past.

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow.  In 2010, the company started to rebuild its
lot position and increased land and development spending.  Lennar
spent about $600 million on new land purchases during 2011 and
expended $225 million on land development spending during the
year.  This compares to $464 million of combined land and
development spending during 2009 and $704 million in 2010.  During
the first quarter of 2012, Lennar purchased $212 million of new
land and spent roughly $61 million on development expenditures.
Fitch expects land and development spending for 2012 to be
approximately 15% higher than in 2011.  As a result, Fitch expects
Lennar to be modestly cash flow negative this year.  Fitch is
comfortable with this strategy given the company's cash position,
debt maturity schedule and proven access to the capital markets.

During 2010 the company ramped up its investments in its newest
segment, Rialto Investments.  More recently it has been harvesting
the by-products of its efforts.  This segment provides advisory
services, due-diligence, workout strategies, ongoing asset
management services, and acquires and monetizes distressed loans
and securities portfolios.  In February 2010, the company acquired
indirectly 40% managing member equity interests in two limited
liability companies in partnership with the FDIC, for
approximately $243 million (net of transaction costs and a $22
million working capital reserve).  Lennar has also invested $64
million in a fund formed under the Federal government's Public-
Private Investment Program (PPIP), which is focused on acquiring
securities backed by real estate loans.  On Sept. 30, 2010, Rialto
completed the acquisitions of approximately $740 million of
distressed real estate assets, in separate transactions, from
three financial institutions. The company paid $310 million for
these assets, of which $125 million was funded by a five-year
senior unsecured note provided by one of the selling financial
institutions. Rialto Investments had $595.5 million of debt, of
which $111 million is recourse to Lennar.  Rialto provides Lennar
with ancillary income as well as a source of land purchases
(either directly or leveraging Rialto's relationship with owners
of distressed assets).  Fitch views this operation as
strategically material to the company's operation, particularly as
housing activity remains at low levels.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.  Negative rating actions could occur if
the early stages of recovery in housing is not sustained and the
company prematurely steps up its land and development spending,
leading to consistent and significant negative quarterly cash flow
from operations and meaningfully diminished liquidity position.
Positive rating actions may be considered if the recovery in
housing is maintained and is much better than Fitch's current
outlook, Lennar shows continuous improvement in credit metrics,
and the company maintains a healthy liquidity position.

Fitch has affirmed the following ratings for Lennar with a Stable
Outlook:

  -- IDR at 'BB+';
  -- Senior unsecured debt at 'BB+'.


LETKE & ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Letke & Associates, Inc.
        50 Nugent Street
        Glenwood, IL 60425

Bankruptcy Case No.: 12-24856

Chapter 11 Petition Date: June 20, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Angie S. Lee, Esq.
                  ATTORNEY ANGIE LEE PC
                  4747 W. Lincoln Mall Drive, Suite 410
                  Matteson, Il 60443
                  Tel: (708) 845-7958
                  Fax: (708) 221-6174
                  E-mail: aleelawecf@yahoo.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-24856.pdf

The petition was signed by Joseph T. Letke, Jr., president.


LEXXA INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Lexxa, Inc.
        100 Springdale Road
        Cherry Hill, NJ 08003

Bankruptcy Case No.: 12-25747

Chapter 11 Petition Date: June 20, 2012

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

Judge: Judith H. Wizmur

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Jennifer E. Cranston, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: aciardi@ciardilaw.com
                          jcranston@ciardilaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/njb12-25747.pdf

The petition was signed by Anthony Rossano, Jr.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
B2 Salon, LLC                          12-21589   05/02/12


LIGHTSQUARED INC: Ernst & Young Approved as Tax Service Provider
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Lightsquared Inc., et al., to employ Ernst & Young LLP
as their tax service provider.

As reported in the Troubled Company Reporter on June 4, 2012, the
Debtors or predecessor entities have engaged EY LLP for audit and
tax services since 2002.

E&Y LLP will provide services pursuant to a certain master
services agreement, and incorporated statements of work for tax
compliance services for LightSquared Inc. and subsidiaries, tax
compliance services for LightSquared LP and certain affiliates,
restructuring advisory services, routine on-call tax services.

The hourly rates, or ranges of rates, of the EY LLP's personnel
are:

   a) LightSquared Inc. Tax Compliance Services:

         Title                        Rate Per Hour
         -----                        -------------
      Partner/Principal               $725 - $850
      Executive Director              $600 - $750
      Manager/Senior Manager          $495 - $675
      Senior                          $295 - $460
      Staff                           $145 - $250

   b) LightSquared LP Tax Compliance Services:

         Title                        Rate Per Hour
         -----                        -------------
      Partner/Principal               $725 - $850
      Executive Director              $600 - $750
      Manager/Senior Manager          $495 - $675
      Senior                          $295 - $460
      Staff                           $145 - $250

   c) Advisory Services:

         Title                        Rate Per Hour
         -----                        -------------
      Partner/Principal               $750 - $895
      Executive Director              $630 - $795
      Manager/Senior Manager          $515 - $735
      Senior                          $300 - $485
      Staff                           $175 - $270

   d) Routine On-Call Services:
         Title                        Rate Per Hour
         -----                        -------------
      Partner/Principal               $750 - $895
      Executive Director              $630 - $795
      Manager/Senior Manager          $515 - $735
      Senior                          $300 - $485
      Staff                           $175 - $270

   e) Agreed Upon Procedures Services:
         Title                        Rate Per Hour
         -----                        -------------
      Partner                         $725 - $850
      Senior Manager                  $610 - $675
      Manager                         $495 - $610
      Senior                          $295 - $460
      Staff                           $145 - $250

As of the Petition Date, EY LLP held a remaining advance payment
from the Debtors in the amount of $180,000.  EY LLP may apply the
Deposit against any fees and expenses payable by the Debtors under
the Engagement Letter.  Any remainder will be returned to the
Debtors soon as practicable after the expiration or termination of
the Engagement Letter.

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

                        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.

The U.S. trustee 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.


LOUISIANA TRANSPORT: Fitch Junks Rating on TIFIA Loan
-----------------------------------------------------
Fitch Ratings has affirmed the Louisiana Transportation
Authority's (LTA) outstanding $78.5 million series 2005A bonds and
$51.45 million series 2005B bonds at 'BBB'.  Fitch has downgraded
the $66 million Federal Transportation Infrastructure Finance and
Innovation Act (TIFIA) loan to 'CCC' from 'B-'.  The Rating
Outlook for the series 2005A and B (1st Tier) bonds remains
Stable.

Fitch believes the overall commitment by the State of Louisiana
(general obligation rating 'AA' by Fitch) to the project and
specifically its commitment to replenish draws on the 1st Tier
Debt Service Reserve (DSR) through a Cooperative Endeavor
Agreement (CEA) with the State Department of Economic Development
(DED) provide significant credit support to the senior lien series
2005A and B bonds, improving the otherwise weak project
fundamentals.  The 1st Tier bonds would be rated below investment
grade without the state's commitment.  Fitch notes that $14
million of the aggregate $18 million 1st Tier DSR is a surety bond
from Ambac (unrated by Fitch).

The downgrade of the TIFIA loan to 'CCC' reflects the weak
performance of the project to date relative to initial projections
and continued uncertainty regarding future traffic levels.  The
rating also reflects the strong likelihood of a default on the
TIFIA loan without a restructuring.  The poor traffic performance
is attributed to a series of event risks including hurricanes, the
BP oil spill, the economic recession, and the failure to fully
complete the installation of electronic tolling equipment and
software which is resulting in revenue leakage of between 20% -
30%. There is continued uncertainty regarding future traffic and
revenue performance on the road given the enhanced regulatory
environment for drilling activities in the Gulf of Mexico.  Unlike
the senior lien bonds, the TIFIA loan does not benefit from a CEA
with the DED to replenish the second tier DSR and is therefore
completely dependent on toll revenue for repayment.  Barring a
failure of the Louisiana Department of Transportation and
Development (DOTD) to pay its debts when they come due or it being
deemed insolvent, the TIFIA loan cannot spring to parity,
regardless of project performance.

KEY RATING DRIVERS

High User Concentration: Traffic is heavily tied to the oil and
gas industry in the Gulf of Mexico which continues to be under
pressure from heightened regulatory requirements for drilling and
lower natural gas prices.  In addition, the project is dependent
upon tourist traffic in and out of Grand Isle which is
traditionally considered highly susceptible to macro-level
economic trends.

Ability to Raise Rates: LTA has the ability and has indicated a
willingness to raise toll rates to meet debt service requirements.
However, it is unclear what adjustments to the existing toll
schedule will be made as part of a potential debt restructuring.
The elasticity of traffic to a toll increase is unproven as tolls
have not been increased on the project since opening in 2009.
However, commercial traffic should be fairly inelastic given the
monopolistic position the project occupies for movements in and
out of Port Fourchon.

Conservative but Pressured Debt Structure: The project's debt is
100% fixed rate with a steadily escalating amortization profile
through maturity on the 1st Tier bonds.  The debt structure
provides a turbo-redemption feature to the extent there are any
excess cash flows.  The TIFIA loan will need to be refinanced in
the near term to avoid a payment default, while the 1st Tier debt
is at risk of drawing on the DSRF without a restructuring.

Weak Financial Performance: The project was slightly above the
coverage requirement in 2011 at 1.33x following a covenant
violation in 2010.  Without reimbursement from the state for lost
toll revenue, the project would not have been able to meet its
debt service requirements.  Project leverage as measured by net
debt to cash flow available for debt service (CFADS) is extremely
high at 56x.

Ineffective Tolling System: The tolling technology remains a work
in progress with a capture rate of approximately 70% three years
into the operating period, which is well below industry standards.
The DOTD is committed to covering the costs of improving the
tolling system.

WHAT COULD TRIGGER A RATING ACTION

  -- Failure to implement a debt restructuring in the near term
     would likely lead to a more imminent default on the TIFIA
     loan and result in further downgrades.

  -- Inability to provide a timely 2011 audit as well as an
     updated traffic and revenue report, verifying transaction
     data and outlining toll options, could lead Fitch to withdraw
     its rating on the project.

  -- De-leveraging the project through a restructuring.

  -- Significantly improved traffic performance and revenue
     collection coupled with favorable elasticity to the planned
     toll increase consistent with initial projections could lead
     to positive movement.

SECURITY

The trust estate consists of gross toll revenues, interest
earnings, the DSR and other funds on deposit, insurance earnings,
and liquidated damages.

CREDIT UPDATE

After failing to meet its rate covenant in 2010 the LTA was able
to meet the requirement in 2011 due in part to transfers from the
DOTD as reimbursement for lost revenues from deficiencies in the
toll system.  Revenue collection remains significantly below
original projections, with actual aggregate project revenues 61%
of projections since opening.  The LTA is currently unable to
provide transaction level data for 2011 and year-to-date 2012
leaving Fitch unable to determine exactly how transactions have
performed relative to original projections, however, it is clear
transactions are in fact considerably lower than original
estimates.  The LTA has provided Fitch with axle data for 2011 and
year-to-date 2012 through April.  The poor traffic and revenue
performance is primarily the result of event risks impacting the
region including: hurricanes; the economic recession; fuel price
volatility; and revised regulatory requirements for drilling.

DOTD has requested that URS, the traffic engineer, update its 2011
traffic and revenue forecast and report on the project.  The
report is expected to be completed in the summer of 2012.  The
DOTD and LTA expect to use the updated URS report in developing
adjustments to the toll schedule, beyond previously scheduled
increases.  The LTA adopted a resolution directing the DOTD to
provide recommendations for adjustments to the toll schedule no
later than November 30, 2012 that will produce the required debt
service coverage.  Management anticipates engaging in
restructuring negotiations with TIFIA once the URS report is
completed.  URS was engaged in 2011 to update its original 2005
forecast following the 2010 covenant violation.

Including the currently scheduled toll rate increases, Fitch's
projections indicate senior lien coverage will hover below the
rate covenant in the near term and drop below 1.0x as debt service
(D/S) ramps up.  Fitch's projections also indicate a payment
default is likely on the subordinate TIFIA loan upon the currently
scheduled commencement of principal and interest (P&I) payments in
2013.  Fitch notes the LTA does have some flexibility to
restructure the TIFIA loan to avoid a payment default.

The lower traffic levels were compounded by problems with the
tolling technology which resulted in collection rates of 71% and
75% in 2010 and 2011, respectively.  The collection rate for year-
to-date 2012 (through April) is 70%.  The DOTD and Electronic
Transactions Consultant Corporation (ETCC) settled their
litigation regarding the toll collection technology.  As part of
the settlement ETCC continues to correct any deficiencies in the
toll collection system, which DOTD is committed to funding.  The
DOTD has reimbursed LTA for lost revenues due to the low
collection rates of approximately $1,413,890 in May 2011 for
calendar year 2010 and $830,236 in January 2012 for calendar year
2011.  The project would not have been able to meet its debt
service requirements without such reimbursements.  An additional
transfer in January 2013 for calendar year 2012 lost revenue is
contemplated, but subject to DOTD approval.  The calculation for
the reimbursements represents lost revenues assuming a 95%
collection rate.

The LTA represented to Fitch that the fiscal 2011 audit as well as
a URS traffic and revenue report (with transaction level data)
will be available in the near future. An inability to provide this
information in a timely manner could result in Fitch withdrawing
its rating of the project given the difficulty in tracking
transactions and toll collections.

The Louisiana Transportation Authority issued bonds in May 2005 to
finance construction of a toll bridge and elevated roadway to
replace aging infrastructure in the vicinity of Port Fourchon,
located in Lafourche Parish, Louisiana.  Along with the bonds, the
authority issued short term notes that were later replaced by the
rated federal loan.  All project debt is to be repaid from the
toll revenues collected at the bridge. DOTD operates the bridge
and pays all expenses.


LPATH INC: Five Directors Elected at Annual Meeting
---------------------------------------------------
The annual meeting of the stockholders of Lpath, Inc., was held on
June 21, 2012.  The stockholders elected five members to the
Company's Board of Directors, namely:

   (1) Jeffrey A. Ferrell;
   (2) Charles A. Mathews;
   (3) Scott R. Pancoast;
   (4) Daniel H. Petree; and
   (5) Donald R. Swortwood.

The stockholders also ratified the appointment of Moss Adams, LLP,
as the Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2012.

                          About Lpath, Inc.

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

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

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


MERIDIAN SHOPPING: Lone Assets Sold; Dismissal Sought
-----------------------------------------------------
Meridian Shopping Center, LLC, asks the U.S. Bankruptcy Court for
the Northern District of California to dismiss its Chapter 11
bankruptcy case.

The Debtor's case is a single asset real estate case.  The sole
asset, the real property commonly known as Meridian Shopping
Center in San Jose, California, was sold through a foreclosure
sale on May 18, 2012.  Given that restructuring is no longer an
option for Debtor, Debtor wishes to dismiss this matter as it is
in the best interests of the estate and its creditors.

The Court has will hold a hearing on the Debtor's request on
June 27, 2012, at 2:00 p.m.

Meridian Shopping Center LLC owns and operates the shopping center
Meridian Park Plaza in Milpitas, California.  Meridian Shopping
Center filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case
No. 12-50380) on Jan. 18, 2012.  Judge Stephen L. Johnson presides
over the case.  The Debtor scheduled $14,000,000 in assets and
$10,912,623 in liabilities.  The petition was signed by John Wynn,
manager.


MONEY TREE: Chapter 11 Trustee Taps Renova Partners as Broker
-------------------------------------------------------------
S. Gregory Hays, Chapter 11 Trustee in the Small Loans Inc., et
al. bankruptcy case, seeks permission from the U.S. Bankruptcy
Court for the Middle District of Alabama to retain Renova
Partners, LLC, as broker, as of May 7, 2012.

On Feb. 27, 2012, over two months into the cases, the Consolidated
Official Committee of Unsecured Creditors of The Money Tree Inc.
and The Money Tree of Georgia Inc. filed a motion to appoint
Chapter 11 trustee.  After reviewing the Trustee Motion and
participating in the discovery process in preparation for the
Trustee hearing, the Debtors concluded that it was apparent that
the Committee and its counsel did not have faith that the Debtors'
current management can lead the Debtors through their Chapter 11
cases and maximize the return to creditors and that the Committee
was unwilling to work with the Debtors' current management to do
so.  The Debtors determined that it is in the best interests of
the Estates to retain MorrisAnderson & Associates, Ltd., as chief
restructuring officer for the Debtors.

On April 30, 2012, the Court ordered the appointment of the
Trustee.

The Trustee seeks to retain Renova Partners as broker with regard
to the prosecution of the Debtors' Chapter 11 cases and all
related matters, including the orderly liquidation of the Debtors'
assets in order to maximize the return to creditors.

Renova Partners will:

    a. assist the Trustee in consideration of various assets sales
       alternatives, including an assessment of potential
       purchasers of the assets;

    b. identify and contact potential purchasers who may be
       interested in making a bid for the assets;

    c. assist in the introduction to potential purchasers and
       facilitate due diligence of the operations in connection
       with their evaluation of the offered assets;

    d. circulate appropriate bids to qualified parties who may be
       interested in expressing additional bids through a
       bankruptcy auction process and procedures concerning the
       sale transactions; and

    e. manage the auction process and assist the Trustee in
       closing any and all auction transactions.

The Trustee proposes to enter into an agreement with Renova
Partners whereby the firm will be paid a success fee equal to 1.5%
of the gross price paid for all assets sold on behalf of the
Trustee.  At the same time, Renova Partners will charge monthly
work fees to the Trustee in the amount of $16,667 per month up to
an aggregate amount of at least $100,000.  The Success Fee will
only be paid after first crediting the amount of the Minimum Fee
paid to the firm.  Renova Partners won't be paid both the Minimum
Fee and the Success Fee, but will instead receive either the
$100,000 Minimum Fee or the Success Fee, whichever is larger.

To the best of the Trustee's knowledge, Renova Partners is a
"disinterested person" as that term is defined 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.

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: Has Application for MorrisAnderson as CRO
-----------------------------------------------------
Small Loans Inc., The Money Tree Inc. and their debtor affiliates
seek permission from the U.S. Bankruptcy Court for the Middle
District of Alabama to employ MorrisAnderson & Associates, Ltd.,
as chief restructuring officer.

On Feb. 27, 2012, over two months into the cases, the Consolidated
Official Committee of Unsecured Creditors of The Money Tree Inc.
and The Money Tree of Georgia Inc. filed a motion to appoint
Chapter 11 trustee.  After reviewing the Trustee Motion and
participating in the discovery process in preparation for the
Trustee hearing, the Debtors concluded that it was apparent that
the Committee and its counsel did not have faith that the Debtors'
current management can lead the Debtors through their Chapter 11
cases and maximize the return to creditors and that the Committee
was unwilling to work with the Debtors' current management to do
so.  The Debtors determined that it is in the best interests of
the Estates to retain MorrisAnderson & Associates, Ltd., as chief
restructuring officer for the Debtors.

The Debtors hired MorrisAnderson to, among other things, manage
the Debtors' businesses as debtors-in-possession, including making
decisions related to the Debtors' authority, duties and
responsibilities as debtors-in-possession.  To the best of
Debtors' knowledge, MorrisAnderson is a "disinterested person" as
that term is defined Section 101(14) of the Bankruptcy Code.

The standard hourly billing rate of Mark Iammartino, a Director
with the turnaround and workout firm MorrisAnderson, is currently
$325 per hour; however, he has agreed to a discounted rate of $300
per hour for this engagement.  These professionals at
MorrisAnderson are presently expected to assist Mr. Iammartino in
providing services to the Debtors at these hourly rates:

           David Bagley, Principal           $375 (discount off of
                                             standard rate of
                                             $400)

           Other Directors/Associate
           Directors as necessary            $275

                         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.

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.


MSR RESORT: DIP Loan Hiked to $65-Mil, Extended Until December
--------------------------------------------------------------
MSR Resort Golf Course LLC, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to authorize them to, among
other things, expand and extend the maturity of their existing
debtor-in-possession facility on the same terms as the DIP
facility that the Court approved in January 2012.

The Debtors require an additional $20 million of DIP financing at
this time.  The Debtors' needs for DIP financing will exceed the
existing facility's $45 million commitment and extend beyond its
June 30, 2012, maturity date.

Thus, expanding the existing DIP facility by $20 million (i.e.,
from $45 million to $65 million) and extending its maturity from
June 30, to Dec. 31, will allow the Debtors to continue to satisfy
certain obligations, undertake capital expenditures, and satisfy
the costs of administering these chapter 11 cases and certain
other portfolio-level expenses that arise over the next few
months.

Subject to the Default Rate, the Alternate Rate of Interest, and
the Maximum Lawful Rate of Interest, the Loans will accrue
interest at a rate per annum equal to the LIBO Rate plus 3%.

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

A hearing on June 27 at 10 a.m. (prevailing Eastern Time) has been
set.

                         About MSR Resort

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

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

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

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

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

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

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

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


NAVISTAR INTERNATIONAL: NYSE Delists Stock Purchase Rights
----------------------------------------------------------
The New York Stock Exchange LLC filed with the U.S. Securities and
Exchange Commission a Form 25 notifying the removal from listing
or registration of Preferred Stock Purchase Rights of Navistar
International Corp.

                  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.


NEW ENGLAND: Moody's Withdraws 'Ba1' Rating on Fixed Rate Bonds
---------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba1 rating assigned to
New England Center for Children's (NECC) Series 1998 fixed rate
bonds. The rating is withdrawn due to a full redemption. The bonds
have been redeemed with proceeds from the issuance of a private
placement bank loan. As a result, NECC no longer has rated bonds
outstanding.


NEW JERSEY HEALTH: Fitch Affirms 'B' Bond Rating; Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed the 'B' rating on the outstanding $20.1
million New Jersey Health Care Facilities Authority's revenue
bonds, Deborah Heart and Lung Center (DHLC), series 1993.
The Rating Outlook is Stable.

SECURITY

The bonds are secured by a revenue pledge and a mortgage lien on
DHLC's facility and additionally benefit from a Subsidy Agreement
with the Deborah Hospital Foundation (foundation), which is
obligated to fund DHLC's cash flow requirements, including
operating costs, capital needs and debt service payments.

KEY RATING DRIVERS

FOUNDATION KEY CREDIT STRENGTH: The foundation exists for the
support of DHLC and the rating incorporates the foundation's
commitment to meet DHLC's obligations.

BENEFIT OF JOINT SATELLITE ED: DHLC continues to benefit from the
Lourdes Medical Center satellite emergency department (SED) which
has been generating approximately 100 additional admissions to
DHLC per month.

NEGATIVE IMPACT OF RAC AUDITS: DHLC had an operating loss of $7.1
million (negative 5% operating margin) in fiscal 2011, driven by
the impact of Medicare Recovery Contractor Audits (RAC).  The
negative impact continues in the four month interim period ended
April 31, 2012, but has moderated, as DHLC employs the services of
a consultant.

WEAK LIQUIDITY: Liquidity remains a significant credit concern,
with combined DHLC and the foundation's unrestricted cash and
investments totaling $20.2 million at March 31, 2012, which is
equal to 51.8 days cash on hand (DCOH), 4.8 times (x) cushion
ratio and 97% cash to debt.

CREDIT PROFILE
The affirmation of the rating reflects the benefits of the
additional volumes generated by the SED located on DHLC's campus
and owned and operated by Our Lady of Lourdes Health System
(Lourdes), part of Catholic Health East (rated 'A+' by Fitch), as
well as the continued support of the Foundation.  A further
decline in operating results and/or a material decrease in the
foundation's fundraising ability or assets would pressure the
rating.

During 2011, open heart surgery declined by 19.6% due to the
prevalence of alternative treatment modalities, and inpatient
admissions decreased as more short stays were shifted to
observations days and outpatient procedures.  The impact of an
11.7% decline in discharges in fiscal 2011, however, was partially
offset by a significant increase in balloon angioplasty volume.
Balloon angioplasty increased by a robust 36.3% last year and is
10.9% ahead for the interim period ended April 30, 2012.  The
clear benefit of the satellite SED is evident in the 13.7%
increase in admits to DHLC from the SED in 2011 and admits
generated by the SED are 23% ahead of last year through the
interim period.

Management has recruited a third vascular surgeon who joined the
staff in November 2011, which should further support DHLC volumes.
Additionally, DHLC was named one of the top 50 cardiac hospitals
in the country by Thompson Reuters and management anticipates a
rise in physician referrals from this achievement.

Beginning with the second quarter of fiscal 2011, operations were
negatively impacted by Medicare RAC audits.  For fiscal 2011 DHLC
recorded an operating loss of $7.1 million.  A consulting firm
with experience in assisting providers with medical documentation
- Executive Health Resources (EHR), was engaged in October 2011,
but their assistance only impacted the last quarter of 2011.
Operating loss for the 2012 interim period of $1.4 million is
lower than the $2.3 million loss for the same period last year and
management expects fiscal 2012 to end with a $4 million loss,
before the foundation contribution.

An additional drag on the performance last year was the delay in
facility licensing approval that would allow DHLC to operate its
new Joslin Diabetes Clinic (clinic), which opened in October 2011,
under its hospital ID number.  The approval from the state of New
Jersey has now been secured and the clinic is generating referrals
to DHLC from patients who have vascular and cardiac complications
from diabetes.  DHLC has recruited a physician to head the program
and reports that there has been strong interest in the program
from patients.  Management is considering opening a second
diabetes clinic in the next couple of years.

The foundation transferred $4.1 million to DHLC in 2011 as per the
foundation's obligation.  In addition to the $4.1 million
foundation support, the foundation also provided $1 million to
equip a new hybrid catheterization lab for DHLC.  The foundation
raised $6.7 million last year.  A recently created new position of
chief development officer was filled and the foundation's goal for
2012 is to raise $9.2 million.

DHLC's poor liquidity is viewed by Fitch as a major credit
concern.  Combined DHLC and foundation unrestricted cash at 2011
year end was $25.5 million, equating to 65.7 DCOH.  This figure is
not adjusted for an ongoing draw on a line of credit of $1
million.  Cash declined as of the end of the interim period to
$20.2 million, equal to 51.8 DCOH. New Jersey charity funding for
DHLC was maintained at $6.8 million in 2011, despite the state's
financial difficulties, and is anticipated to be approved at the
same for the next state's fiscal year (starts July 1).  DHLC had
EBITDA coverage of maximum annual debt service (MADS) of 1.7x in
2011, including the foundation transfers, and MADS equal to 2.9%
of revenues.

The Stable Outlook is based on Fitch's expectation that DLHC will
be able reduce its operating losses with the help of the
consulting assistance as well as the additional volumes from the
SED.  A lower operating loss should moderate the need for
foundation transfers, which should help stabilize the combined
organization's liquidity position.

DHLC has received a notice of violation of the arbitrage rules
from the IRS regarding a total return swap, no longer extant,
relating to the series 1993 bonds issue.  DHLC is not in agreement
with certain findings made by IRS, but no determination as to the
final outcome can be made at this time.  Fitch will continue to
monitor the situation and take rating action as necessary.

Deborah Heart and Lung Center is an 89-bed tertiary care cardiac,
pulmonary, and vascular care facility, which is located in Browns
Mills, NJ (approximately 20 miles from Trenton).  DHLC had total
revenues of approximately $142 million in fiscal 2011.  DHLC
covenants to disclose only annual audited financial information
(within 120 days) to the Municipal Securities Rulemaking Board's
EMMA system, which Fitch views negatively.  However, Fitch does
note that DHLC's bond covenants date back to documents produced in
1993 when the expectations for disclosure were not as thorough.
Currently, DHLC does provide unaudited interim quarterly and
annual audited information to the trustee and the New Jersey
Health Care Facilities Authority as well as to bondholders upon
request.


NEWPAGE CORP: MeadWestvaco Sues Firm Over Asbestos Trouble
----------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
MeadWestvaco Corp. said it is years too late for bankrupt NewPage
Corp. to try to hand back asbestos liabilities it allegedly
accepted when it bought a coated-paper business from MeadWestvaco
for more than $2 billion.

                        About NewPage Corp

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

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

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

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

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

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

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

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


NORIT HOLDING: S&P Puts 'B+' Corp. Credit Rating on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating on Netherlands incorporated and
Marshal, Texas-based Norit Holding B.V. on CreditWatch with
positive implications. The rating action follows the announcement
that Cabot Corp. has entered into a definitive agreement to
acquire Norit N.V. the parent company of Norit Holding B.V. for
approximately $1.1 billion in cash.

"In conjunction with this action, we placed our ratings on Boston,
Mass.-based Cabot Corp., including the 'BBB+' corporate credit
rating, on CreditWatch with negative implications," S&P said.

"The CreditWatch placement on Norit reflects the increased
likelihood that we will raise our ratings on the company following
its acquisition by higher rated Cabot. Norit is the largest global
producer of activated carbon--in a market valued at about $1.5
billion globally--with approximately half of its revenues
generated in the U.S. Private equity firm Doughty Hanson & Co. and
Euroland Investments B.V. currently own Norit and its parent
holding company, Norit N.V.," S&P said.

"Norit's activated carbon products are generally critical inputs
into its customers' products and processes, with demand resulting
from the high value proposition, existing and pending legislation,
and a growing awareness of environmental issues. The company's
global market leadership position and well-diversified geographic
markets contribute to a favorable competitive position. Norit's
operations benefit from long-term contracts for key raw materials
and the capability to manufacture a wide range of activated carbon
grades for diverse applications including the removal of
pollutants and impurities from water, air, and other liquids and
gases. Customers, including power-generating plants, food and
beverage producers, and automobile producers, use Norit's products
to meet pollution regulations and improve product quality. These
factors contribute to the company's high profitability, with
EBITDA margins above 25%, stability in earnings, and predictable
end-market demand," S&P said.

"The CreditWatch placement on Cabot Corp. reflects the increased
likelihood that we will lower our ratings on Cabot Corp. and its
debt issues following its acquisition of Norit because of an
expected increase in the company's debt leverage as a result of
the transaction. We believe that Cabot's financial profile is
likely to be stretched beyond our expectations, including the
ratio of funds from operations to total debt at 40%, at the
current ratings given the large size of the proposed acquisition
relative to Cabot's operations. Though Cabot has announced that
the $1.1 billion transaction will be funded with $200 million in
cash, this will be insufficient to avoid stretching the financial
profile beyond expectations at the current ratings. As of March
31, 2012 the ratio was at our expectations," S&P said.

"Cabot's is a global leader in the carbon black segment with
considerable geographic diversity; about 80% of sales come from
outside the U.S. and it is well-positioned to benefit from a
global increase in carbon black consumption. To benefit from
rapidly growing emerging markets, Cabot announced in 2011 that it
will invest to expand capacity in China, Indonesia, Brazil, and
Argentina through 2013. The company also invests in research to
boost new product development as a means of increasing the
proportion of higher-value-added applications in its products. The
acquisition could accelerate its strategic objectives and provides
a measure of diversity in revenue and earnings streams. The
company's EBITDA margins have been in the 13% to 16% range in the
recent past, except during the economic downturn in 2008 and 2009,
and the company is likely to benefit from higher margins at Norit,
which is currently privately owned," S&P said.

"We will monitor developments relating to this transaction and
will resolve the CreditWatch listings on both companies once
further details related to the transaction become available. If
the transaction closes, we expect to raise Norit's corporate
credit rating to match our corporate credit rating on Cabot. We
will withdraw our debt ratings on Norit if the debt is repaid,"
S&P said.


NORTEL NETWORKS: Resolves Deferred Compensation Plan Claims
-----------------------------------------------------------
BankruptcyData.com reports that Nortel Networks filed with the
U.S. Bankruptcy Court a motion for approval of settlement
procedures to resolve claims of beneficiaries of the Nortel
Networks U.S. deferred compensation plan.

Under the settlement, the Debtors will grant each settling
beneficiary, or its transferee, an allowed unsecured claim against
the Debtors and the allowed claim shall be granted in full
settlement and satisfaction of any and all claims held by the
settling beneficiary arising from or relating to the Plan. In
exchange for being granted the allowed claim, the settling
beneficiary will release and forever discharge the Debtors from
any and all claims.

                      About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel has collected almost $9 billion for distribution to
creditors. Of the total, US$4.5 billion came from the sale of
Nortel's patent portfolio to Rockstar Bidco, a consortium
consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM
Ericsson, Microsoft Corp., Research In Motion Limited, and Sony
Corporation.  The consortium defeated a $900 million stalking
horse bid by Google Inc. at an auction.  The deal closed in July
2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTHSTAR AEROSPACE: Hiring Approvals Sought
--------------------------------------------
BankruptcyData.com reports that Northstar Aerospace filed with the
U.S. Bankruptcy Court motions to retain:

   -- Logan & Company (Contact: Kathleen Logan) as
      administrative advisor;

   -- SNR Denton US (Contact: Robert E. Richards) as
      attorney for hourly rates ranging from $205 to
      $745;

   -- Bayard (Contact: Charlene D. Davis ) as attorney
      at these hourly rates: director at $500 to $890,
      associate and counsel at $310 to $485 and legal
      assistant at $195 to $285;

   -- Harris Williams (Contact: Jon Nemo) as investment
      banker for a monthly fee of $25,000 and a transaction
      fee equal to 1.5% of the purchase price up to $280
      million plus 3.0% of that portion of the purchase
      price between $280 and $310 million and 5.0% of that
      portion of the purchase price in excess of $310 million.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.
Approximately 60% of the assets and business are with the U.S.
debtors.


NPC INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Overland, Kan.-based NPC International Inc. to stable from
negative. "At the same time, we affirmed all of our ratings on the
company, including our 'B' corporate credit rating," S&P said.

"The outlook revision reflects the latest two quarters of
performance, which were ahead of our expectations," said Standard
& Poor's credit analyst Diya Iyer, "and our view that operations
are likely to remain slightly ahead of our projections over the
near term as continued promotions boost traffic. It also
incorporates our view that credit metrics, which strengthened over
the past six months due to EBITDA expansion, will continue to
improve modestly over the coming year," S&P said.

"The speculative-grade rating on NPC reflects its 'highly
leveraged' financial risk profile as a result of the Olympus LBO.
It also incorporates our 'vulnerable' assessment of the company's
business risk profile, reflecting its participation in the highly
competitive and volatile pizza segment," S&P said.

"The stable outlook reflects our view that credit protection
metrics will improve over the next year as top-line enhancement
propels improved profitability. We believe that the company's
promotions will continue to resonate with consumers, helping to
drive traffic into restaurants. This, in conjunction with positive
operating leverage, should result in stronger EBITDA margins.
However, we believe that NPC will remain highly leveraged over the
near term," S&P said.

"We could raise the rating if sales increase 20% and gross margin
increases 200 bps above our expectations in the coming year. This
would result in leverage in the low-4x area and interest coverage
of over 4x. We could lower the rating if sales decline 18% and
commodity prices increase again, pushing gross margins 350 bps
below our expectations. At that time, leverage would be above 7x
and coverage would be about 2x," S&P said.


OAKLAND-ALAMEDA: Moody's Upgrades LOC-Backed Ratings From 'Ba3'
---------------------------------------------------------------
Moody's Investors Service has upgraded to Aa1 the long term letter
of credit backed ratings of the Oakland-Alameda County Coliseum
Authority Lease Revenue Bonds (Oakland Coliseum Arena Project,
1996 Series A-1 & A-2 ("Series A-1" and "Series A-2" respectively,
the "Bonds" collectively) in conjunction with the substitution of
the existing letters of credit ("LOC"). The existing LOCs provided
by (i) California State Teachers' Retirement System (CalSTRS) and
the Bank of New York Mellon ("the Bank") on a several not joint
basis for the Series A-1 bonds, and (ii) Allied Irish Bank and the
Bank on a several not joint basis for the Series A-2 bonds, with a
new LOCs provided by the Bank. Upon the substitution, scheduled to
take place June 21, 2012, the long term LOC-backed rating assigned
to the Series A-1 Bonds is upgraded to Aa1 from Aa3 and the short
term VMIG 1 rating is affirmed. The long-term and short-term LOC-
backed ratings assigned to the Series A-2 Bonds are also upgraded
to Aa1 and VMIG 1, respectively, from Ba3 and S.G.

Summary Rating Rationale

Each rating is based upon (i) a direct-pay LOC provided by the
Bank, (ii) the structure and legal protections of the transaction,
which ensure timely payment of debt service and purchase price to
bondholders; and (iii) Moody's evaluation of the credit quality of
the Bank as issuer of the letters of credit.

Moody's currently rates the Bank's long-term other senior
obligations (OSOs) Aa1 and its short term OSOs P-1.

WHAT COULD CHANGE THE RATING - UP

Long-Term: The long-term ratings on the Bonds would be raised if
Moody's were to upgrade the Bank's long-term OSOs.

Short-Term: not applicable

WHAT COULD CHANGE THE RATING - DOWN

Long-Term: The long-term ratings on the Bonds would be lowered if
Moody's were to downgrade the Bank's long-term OSOs.

Short-Term: The short-term ratings on the Bonds could be lowered
if Moody's were to downgrade the Bank's short-term OSOs.

Key Contacts:

Trustee: Bank of New York Mellon Trust Company

Series A-1 Remarketing Agent: BNY Mellon Capital Markets, LLC

Series A-2 Remarketing Agent: Barclays Capital Inc.

The principal methodology used in rating this issue was Moody's
Rating Methodology for Rating U.S. Public Finance Transactions
Based on the Credit Substitution Approach published in August
2009.


PENSKE AUTOMOTIVE: S&P Raises CCR to 'BB-' on Increased Earnings
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its corporate credit
rating on Bloomfield Hills, Mich.-based Penske Automotive Group
Inc. to 'BB-' from 'B+'. The outlook is stable.

"In addition, we raised our issue ratings on the company's 7.75%
senior subordinated notes and 3.5% subordinated convertible notes
to 'B' (two notches lower than the corporate credit rating) from
'B-'. The '6' recovery rating on the notes remains unchanged and
indicates our expectation that lenders would receive negligible
(0-10%) recovery in the event of a payment default," S&P said.

"We believe Penske can sustain, and possibly improve, its
financial credit measures in the currently favorable climate for
the retailers," said Standard & Poor's credit analyst Nancy
Messer.

"Standard & Poor's continues to assess Penske Automotive Group's
business risk profile as 'fair' and its financial risk profile as
'aggressive.' The fair business risk profile assessment mitigates
the company's high leverage and aggressive financial risk profile.
Penske has a resilient business model, with a diverse revenue
stream (including its foreign operations) and flexible cost basis.
Also supporting the business profile assessment is Penske's
relatively low volatility of revenues and EBITDA over the past
several years, including during the 2008-2009 economic recession,"
S&P said.

"Tight new and used vehicle supply is likely to keep vehicle
pricing strong for now and automaker incentives at or below
historical levels in the year ahead," Ms. Messer said. "In
addition, consumers have shown renewed willingness to spend on new
or nearly new vehicles despite continuing high unemployment, and
credit availability for auto purchases appears to be
unconstrained."

Penske is the second largest of several large consolidators in the
highly competitive U.S. auto retailing industry. With 166
franchises in the U.S. and 154 abroad, primarily in the U.K., as
of Dec. 31, 2011, Penske is more geographically diverse than its
peers.

"We believe that light vehicle sales will be lower in Europe in
2012, and while luxury may hold up better than the overall market,
a significant downturn in Penske's foreign operations would
pressure improvements in credit quality," Ms. Messer said. "We
expect only modest changes to this geographic diversity and brand
mix in the next few years."


PEP BOYS-MANNY: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Philadelphia-based Pep Boys - Manny, Moe & Jack.
"At the same time, following our review of the planned LBO
termination, we removed the company from CreditWatch with negative
implications, where it had been placed on Jan. 30, 2012. The
outlook is negative," S&P said.

"We also affirmed our 'BB-' issue-level rating on the company's
senior secured term loan due 2013. The '1' recovery rating on the
debt remains unchanged and indicates our expectation for very high
(90%-100%) recovery for creditors in the event of a payment
default. We also affirmed our 'B' issue-level rating on the
company's $200 million senior subordinated notes due 2014. The '3'
recovery rating remains unchanged and indicates our expectation
for meaningful (50% to 70%) recovery for noteholders in the event
of a payment default," S&P said.

"The ratings on Pep Boys reflect Standard & Poor's analysis that
the company's business risk profile remains 'vulnerable' and its
financial risk profile remains 'aggressive,'" S&P said.

"Our business risk assessment reflects the company's weak
competitive position, principally because of its competitively
disadvantaged store base," explained Standard & Poor's credit
analyst Brian Milligan. "The company may be able to improve its
competitive position through its service and tire center (STC)
expansion plan, which would reduce average store size and would
increase service- and maintenance-related revenue. However, weaker
industry conditions over a prolonged period of time could
meaningfully disrupt the STC expansion plan."

"Our financial risk assessment incorporates our expectation for
financial policies to remain aggressive and our forecast for key
financial ratios to remain indicative of an aggressive financial
risk profile through fiscal year-end 2013," said Mr. Milligan.
"Specifically, we forecast operating lease-adjusted debt to EBITDA
of about 4.7x, funds from operations (FFO) to total debt of about
18%, and EBITDA coverage of interest of about 2.8x through fiscal
year-end 2013. We note these ratios would worsen to levels
indicative of a 'highly leveraged' financial risk profile if
results only slightly miss our current forecast, and this is the
principal reason for the negative outlook," S&P said.

"The outlook is negative, which reflects our analysis that
financial ratios may weaken to levels indicative of a highly
leveraged financial risk profile, either through continued weak
financial results into late 2012 or through more aggressive
financial policies," S&P said.

"We would likely lower the ratings if performance does not improve
in the second-half of fiscal 2012, which would likely result in
financial ratios worsening to levels clearly indicative of a
highly leveraged financial risk profile, including adjusted
leverage above 5.5x. Based on first-quarter fiscal 2012 results,
an EBITDA decline of nearly 10% would be necessary for adjusted
leverage to exceed 5.5x," S&P said.

"We could revise the outlook to stable if it becomes apparent that
financial ratios can remain clearly within levels indicative of an
aggressive financial risk profile, including adjusted leverage
below 4.5x. Based on first-quarter fiscal 2012 results, EBITDA
growth of about 15% is necessary for adjusted leverage to decline
below 4.5x," S&P said.


PIONEER NATURAL: Fitch Rates $600-Mil. Unsecured Notes 'BB+'
------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Pioneer Natural
Resources Company's (Pioneer; NYSE:PXD) issuance of $600 million
in unsecured notes due July 15, 2022.

The net proceeds are intended to repay a portion of the amount
currently outstanding under the company's senior unsecured
revolving credit facility.  At June 15, 2012, borrowings under the
$1.25 billion credit facility were $821 million, up from $67
million at March 31, and cash on balance sheet was $261, down from
$317 million at March 31.  Increases are explained by capital
spending, the funding of the $297 million sand plant acquisition,
and the general trend that the mid-month balance typically
declines by month end because proceeds from commodity sales are
received during the second half of each month. Pioneer's Rating
Outlook remains Positive.

Current maturities are minimal; however, the company may be
required to purchase (or may choose to call) the $479.9 million of
2.875% convertible senior notes on January 15, 2013.
Alternatively note holders may convert the notes during any
calendar quarter if the closing price of the Common Stock for at
least 20 of the last 30 trading days during the immediately
previous quarter is more than 130% of the Base Conversion Price
($72.60 per share, which is equivalent to an initial base
conversion rate of 13.7741 common shares per $1,000 principal
amount of convertible notes).  In general, upon conversion of a
note, the holder of such note will receive cash equal to the
principal amount of the note and the Company's common stock for
the note's conversion value in excess of such principal amount.

Reestablishing availability under the revolving credit facility
will improve liquidity to meet the potential call on cash from the
converts.  The next note maturity following other than the
converts is $455.3 million of senior notes due 2016.  The
revolving credit facility also matures in 2016.  All of Pioneer's
borrowings have covenants, with the most restrictive covenants
being associated with the company's senior unsecured credit
facility, which contains a total debt-to-book capitalization
maximum of 60%.

Pioneer's ratings are supported by the company's long-lived
onshore reserve base, strong recent operating performance, and the
expiration of volumetric production payments (VPPs).  Concerns
include an increasing capital spending program (current guidance
of $2.8 billion in 2012 versus $2.4 billion in 2011) and the
potential for Pioneer's balance sheet to come under pressure if
capex were increased or in a sustained lower oil price scenario.

The Positive Outlook reflects the positive production outlook,
continued cash flow and liquidity support stemming from the
company's very sizable hedging program, and the company's
demonstrated willingness to protect its balance sheet by issuing
equity.

Looking forward, Fitch expects Pioneer to benefit from existing
hedges, increasing production levels and VPP amortizations.
Capital expenditures are increasing rapidly based on recent
drilling success and acceleration in the Horizontal Wolfcamp
Shale.  Also, the capital expenditure carry provided by Reliance
in the Eagle Ford Shale joint venture is expected to run out at
the end of 2012.  Accordingly, Fitch expects Pioneer to be
significantly free cash flow negative in 2012 (including the
recent $297 million acquisition of Carmeuse Industrial Sands).
This is partially a result of working to reinvest the proceeds
from the company's fourth quarter $500 million equity issuance.

Volumes hedged as of April 30, 2012 are approximately 90% of oil
(65% of total liquids) and 90% of natural gas for the remainder of
2012, 85% of oil and 65% of natural gas in 2013, and 40% of oil
and 55% of natural gas in 2014.  While production growth and
hedges should support cash flows to fund capex in a lower oil
price scenario, it is important to note that most of the company's
oil hedges are three way collars that will not provide support
until WTI prices fall below approximately $85 per barrel in 2012
($90 per barrel in 2013 and beyond).  Fitch would expect beyond
2012 that Pioneer would be at least FCF neutral, or if negative
that funding deficits would be covered by asset sales or equity
issuances.

Fitch currently rates Pioneer as follows:

  -- Long-term IDR 'BB+';
  -- Senior unsecured bank facility 'BB+';
  -- Senior unsecured notes 'BB+'.

The Rating Outlook is Positive.


PRINCE SPORTS: Cleared to Move Forward With Vote on Plan
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy-court judge
signed off on Prince Sports Inc.'s disclosure to creditors and
lenders, allowing its Chapter 11 plan to move forward to a vote.

                        About Prince Sports

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

Founded in 1970, Prince Sports has a 42-year track record of
developing premium quality products for the racquet sports
industry.  The Company pioneered many innovative designs,
including the "oversized" racquet, the "longbody" racquet, and
technology for racquet applications such as Triple Threat, 03 and
EX03.  Prince sells its products through brands like "Ektelon,"
which sells racquetball racquets, footwear and gloves and "Viking
Athletics," through which it sells platform tennis paddles, balls
and gloves.  Prince is distributed in over 100 countries.

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

The Debtor has a Chapter 11 plan where (ABG)-Prince LLC, which
acquired the secured debt from GE Capital and Madison Capital,
will be acquiring 100% of the new equity in exchange of the
discharge of the debt.

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


PRODUCTION RESOURCE: S&P Cuts CCR to 'B-' on Revenue Decline
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Production Resource Group Inc. (PRG) to 'B-' from 'B'.
The outlook is stable.

"We also lowered our issue-level rating on Production Resource
Group's senior unsecured notes to 'CCC+' from 'B-' (one notch
below the 'B-' corporate credit rating on the company). The
recovery rating on this debt remains unchanged at '5', indicating
our expectation of modest (10% to 30%) recovery for lenders in
the event of a payment default," S&P said.

"The downgrade reflects the company's brisk pace of organic
revenue declines in the first quarter, a result of ongoing
weakness in Europe," said Standard & Poor's credit analyst Tulip
Lim. "Furthermore, the company's discretionary cash flow was
negative, which we don't expect to reverse over the near term
and which will consume the company's liquidity."

"The corporate credit rating on New York-based entertainment
equipment and services provider PRG reflects our expectation that
leverage will remain high, its financial policy will remain very
aggressive, and that it will require high capital expenditures for
growth, with substantial variability in cash flow--all factors
that underpin our assessment of the financial risk profile as
'highly leveraged.' Further rating considerations include our
expectation that organic revenue will decline over the near term,
primarily as a result of softness in Europe. We assess PRG's
business risk profile as 'vulnerable' because the company operates
in fragmented and competitive niche markets and because the
company's EBITDA margin has been decreasing over the years. We
expect the company's liquidity to be adequate for its near-term
needs, despite our expectation of negative discretionary cash
flow," S&P said.

"The outlook is stable and reflects our expectation that liquidity
will remain adequate over the next year. We could lower the rating
if we conclude that the company's availability under its asset-
backed loan will approach $75 million and that its cushion of
compliance with financial covenants could decline below 10%. This
could occur if the company's revenue declines at a high-single-
digit percent rate and its EBITDA margin declines by 75 basis
points or more. Although a remote possibility over the next couple
of years, we could raise the ratings if the EBITDA margin improves
and we become convinced that the company will generate sustainable
positive discretionary cash flow," S&P said.


QUALITY DISTRIBUTION: Moody's Affirms 'B3' CFR; Outlook Positive
----------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and second lien note rating of Quality Distribution, LLC and
revised the rating outlook to positive from stable. The SGL-3
speculative grade liquidity rating was also affirmed.

The revision of the outlook to positive reflects Moody's
expectation that credit metrics will continue to be strong for the
B3 rating category stemming from anticipated EBITDA growth,
positive cash flow generation and increased participation in the
high growth energy logistics sector. However, the outlook also
reflects uncertainty related to the timing, scale and funding of
future acquisitions, particularly in the energy logistics sector,
and the attendant integration risks.

The following ratings were affirmed:

Corporate family rating, at B3

Probability of default rating, at B3

$225 million second lien notes due 2018, at B3 (LGD-4, 58%)

Speculative Grade Liquidity rating of SGL-3

Ratings Rationale

The change in outlook to positive acknowledges the improvement in
Quality's credit metrics with Moody's adjusted debt/EBITDA
improving to 4.6x at March 31, 2012 versus the roughly 5.5x range
in early 2011. However, the financing used to fund recent and
anticipated acquisitions as well as incurrence of acquisition
related costs could result in a slight weakening in credit metrics
in the near-term. The positive outlook recognizes that the
acquisitions the company has been making, particularly in oil-
related fracking is a high growth sector with higher margins than
the company's core chemical logistics business. As the energy
logistics business grows and the company continues to benefit from
its well-established position in its core chemical logistics
sector, metrics in the longer-term could be reflective of a higher
rating.

The B3 corporate family rating reflects Quality's still high
financial leverage, susceptibility to domestic economic cycles and
driver turnover in the chemical logistics business as well as
exposure to oil and natural gas prices in the company's growing
energy logistics business. These factors are balanced by the
company's adequate liquidity profile, strong position within its
market niche, blue chip customer base and diverse end markets
served.

The SGL-3 rating denotes the expectation of an adequate liquidity
profile over the next twelve to eighteen months. The company's
liquidity profile is characterized by reliance on the company's
$250 million ABL facility, no meaningful near-term debt
maturities, expected continued positive free cash flow and
maintenance of minimal cash balances.

Factors that could lead to a higher rating include demonstrating
an ability to expand the top line excluding fuel surcharges, while
sustaining current margins and free cash flow levels, lowering
debt/EBITDA towards 4.3 times and demonstrating EBIT/interest
coverage at or above 1.9 times on a sustained basis.

Developments that could lower the rating include meaningfully
increased debt levels or a deterioration in operating performance
that increases debt/EBITDA towards 6.0 times or lowers
EBIT/interest to the 1.0 times level. A deterioration in the
company's liquidity profile could also result in downward ratings
pressure.

Quality Distribution, LLC's ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
Quality Distribution, LLC's core industry and believes Quality
Distribution, LLC's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA, published June 2009.

Quality Distribution, LLC and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida. The
company is a transporter of bulk liquid and dry bulk chemicals.
The company is also a provider of intermodal tank container and
depot services through its wholly owned subsidiary, Boasso America
Corporation. In 2011, Quality entered the energy logistics
business by providing logistics and transportation services to the
oil and gas fracking industry. Revenue for the twelve months ended
March 31, 2012 totaled $760 million. Proforma for recently closed
acquisitions, revenues approximated $880 million.


RAMPART MMW: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rampart MMW, Inc.
        9112 Camp Bowie W, Suite 405
        Fort Worth, TX 76116-6099

Bankruptcy Case No.: 12-08724

Chapter 11 Petition Date: June 20, 2012

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

Debtor's Counsel: Monica Montgomery, Esq.
                  LAW OFFICE OF MONICA L. MONTGOMERY
                  2667 Camino Del Rio South Suite 301-12
                  San Diego, CA 92108
                  Tel: (619) 255-1204
                  Fax: (619) 269-5810
                  E-mail: mlmontgomerylaw@gmail.com

Scheduled Assets: $4,971,914

Scheduled Liabilities: $14,488,671

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/casb12-08724.pdf

The petition was signed by Lawrence M. Day, managing member.


RAPAT INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Rapat,Inc.
        fdba Sleep Inn & Suites
        dba Econolodge Inn & Suites
        253 Quail Ln.
        Roseburg, OR 97471

Bankruptcy Case No.: 12-62780

Chapter 11 Petition Date: June 20, 2012

Court: United States Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley III

Debtor's Counsel: Stephen L. Behrends, Esq.
                  BEHRENDS, SWINGDOFF & HAINES, P.C.
                  P.O. Box 10552
                  Eugene, OR 97440
                  Tel: (541) 344-7472
                  E-mail: sbehrends@oregon-attorneys.com

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

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

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

The petition was signed by Ralph Buono, president.


RESIDENTIAL CAPITAL: Committee Subpoenas Ally, Officers
-------------------------------------------------------
The Official Committee of Unsecured Creditors in Residential
Capital LLC's Chapter 11 cases sought and obtained Court
permission to issue subpoenas compelling the production of
documents and the provision of testimony by the Debtors and
certain other entities and persons pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure.

"The Rule 2004 Motion is the necessary first step in a
comprehensive independent investigation that the Creditors'
Committee, as an independent estate fiduciary, must promptly
conduct in light of the Debtors' stated goal of a highly
expedited, consensual reorganization," said Kenneth H. Eckstein,
Esq. -- keckstein@kramerlevin.com -- at Kramer Levin Naftalis &
Frankel LLP, in New York.

Residential Capital, LLC, which is the parent company of each of
the other debtors, is a subsidiary of Ally Financial Inc.,
formerly known as GMAC LLC.  Since late 2008 and the Troubled
Asset Relief Program, Ally has been owned by the U.S. Department
of the Treasury; affiliates of Cerberus Capital Management, L.P.;
affiliates of General Motors Company; and other investors.  Prior
to that time, Ally was owned 51 % by a consortium of investors
led by Cerberus and 49% by General Motors Corporation.

According to the Committee, the Debtors are proposing an ambitious
and expedited reorganization of more than 50 entities, with more
than $15 billion of assets, before the end of the year.  The
proposed reorganization includes several significant transactions,
including transactions between the Debtors and their corporate
parent Ally that are valued in excess of $2.75 billion.  The
transactions include (i) Ally's stalking horse bid of up to $1.6
billion for a portfolio of mortgage loans and securities owned by
the Debtors; (ii) Ally's $150 million DIP loan to the Debtors
under an amendment to a prepetition secured loan agreement; and
(iii) Ally's agreement to contribute $750 million in cash and
other consideration to the Debtors' estates that the Debtors
allege should be valued in excess of $1 billion, and to support
the Debtors' proposed plan of reorganization, in exchange for
releases by the estates of all legal claims against Ally, and non-
consensual releases by third party holders of myriad legal claims
against Ally -- including potentially billions of dollars in legal
claims related to residential mortgage loans and mortgage-backed
securities.

In 2011, ResCap appointed two new members to its board, Jonathan
Ilany and John E. Mack, who purportedly investigated legal claims
against Ally and, based on the purported investigation,
negotiated the Ally Settlement Agreement, including the valuable
releases.  The Debtors' proposed reorganization includes
additional settlement agreements, the Junior Secured Noteholders'
Plan Support Agreement, the 'RMBS Trust Settlement Agreement, and
the 'RMBS Plan Support Agreement, which would reorder lien
priorities and allow significant claims, thereby shifting
tremendous value to specified creditor constituencies.

In addition to these proposed postpetition transactions -- which
apparently were structured to benefit Ally and the Debtors'
secured creditors-from 2004 through the Petition Date, the
Debtors and Ally, or Ally's corporate parent Cerberus, consummated
a series of significant related party transactions involving the
transfer of billions of dollars of assets and the provision of
billions of dollars in financing, says Mr. Eckstein.  Among other
things, in 2006 and 2008, ResCap effectively transferred its
subsidiary federal savings bank, along with $1.2 billion in
mortgage-related assets owned by that bank, to Ally and/or Ally
Bank (formerly known as GMAC Bank); in 2007, Ally reportedly
purchased ResCap's healthcare financing business for $900 million;
in 2008, Ally reportedly purchased for an apparently undisclosed
amount ResCap's resort financing business valued at $1.5 billion;
and in 2008, Cerberus reportedly purchased ResCap's model home
business, valued at $479 million, for $230 million and a junior
preferred equity interest in Cerberus' newly formed acquisition
vehicle.  As of the Petition Date, Ally had extended $1.1 billion
of secured indebtedness to certain of the Debtors.

"This complex constellation of pre- and post-petition
transactions, involving billions of dollars of transfers and
financings among interested parties, lies at the heart of these
Chapter 11 cases," Mr. Eckstein asserted.  He contended that an
independent investigation by the Creditors' Committee of these
highly material transactions and matters is critical if the
Debtors' goal is to confirm a consensual plan, especially on the
Debtors' current expedited timeline.

The Creditors' Committee also intends to retain financial
advisors, Moelis Company and AlixPartners, to assist with the
investigation.  The Debtors have advised the Creditors' Committee
that they are ready to immediately produce significant
information and material responsive to the panel's discovery
requests.

The Creditors' Committee is thus authorized to serve subpoenas
seeking the production of documents and the provision of
testimony on the Debtors, Ally, Cerberus, Ally Bank, IB Finance
Holding Company, LLC, and certain of each of these entities'
current or former directors, officers, employees, and advisors.

To that end, the Creditors' Committee has served notices of
deposition upon oral examination of James Whitlinger, Marc Puntus
and Samuel Greene with respect to the AFI DIP Motion, Barclays
DIP Motion, Cash Collateral Motion and the Sale Procedures
Motion, scheduled for June 6 to 8 2012.

Wendy Alison Nora joined in the Committee's Rule 2004 Motion.  The
pro se creditor also urged the Committee to insist on the prompt
filing of the Debtors' schedules and statements as a prerequisite
to those examinations.

                           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: DIP Financing Terms Face Opposition
--------------------------------------------------------
The U.S. Government, the creditors committee, and several parties-
in-interest oppose the request of Residential Capital LLC to
obtain debtor-in-possession financing from both Barclays Bank PLC
and Ally Financial Inc. and to access cash collateral of Citibank,
N.A.

A. U.S. Government

With respect to the AFI DIP, the U.S. Government seeks to insert
language into the final order (i) clarifying certain provisions
of the order addressing the Comprehensive Environmental Response,
Compensation and Liability Act, (ii) confirming that the Debtors
must continue to manage and operate its property in compliance
with applicable non-bankruptcy law, including environmental law,
and (iii) confirming that the order does not extinguish the
Government's equitable rights of set-off or recoupment.  The U.S.
Government maintains that the mere existence of priming liens and
superpriority claims does not extinguish the Government's valid
setoff and recoupment rights existing under non-bankruptcy law.

As to the Barclays DIP, the U.S. Government objects to the
language "in the Junior Loan Collateral."  The U.S. Government
says it merely seeks preservation of its valid rights of setoff
or recoupment.  Accordingly, the Government proposes to add this
language in the final order: "As to the United States, its
agencies, departments or agents, nothing in this Final Order or
the DIP Documents shall discharge, release or otherwise preclude
any valid right of setoff or recoupment that any such entity may
have that nothing therein shall discharge, release, or otherwise
preclude its valid rights of setoff or recoupment."

B. Creditors' Committee

While it generally supports the relief sought in the DIP and Cash
Collateral Motions, the Official Committee of Unsecured Creditors
objects to aspects of the motions that obstruct the Debtors'
ability to run a full and open sale process.  Counsel to the
Creditors' Committee, Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York, argues that the Barclays DIP
Agreement and the Ally Amendment unnecessarily require that the
facilities be paid down in full in cash upon the sale of either
the Origination and Servicing Business or the HFS Assets.  Since
the sale of the HFS Assets will not be sufficient to pay off the
Barclays DIP Facility and it is unclear whether the sale of the
Origination and Servicing Business alone will generate sufficient
proceeds to pay off the Barclays DIP Facility, these provisions
will unnecessarily force the Debtors to close on both sales
simultaneously, he points out.

The Creditors' Committee proposes that the credit agreements
supporting the DIP Facilities be amended to provide that the
Debtors may consummate the Asset Sales separately, and pay down a
portion of the DIP Facilities upon the first Asset Sale while any
remaining portion of the DIP Facilities remains outstanding
pending subsequent sales.  Moreover, Ally should not be able to
use the Ally DIP Order as a means to bootstrap the terms of the
Ally PSA on the Debtors, he asserts.

The Creditors' Committee complains that the DIP Facilities unduly
restrict its ability to conduct its investigation.  The Creditors'
Committee says it needs at least 120 days, instead of the
prescribed 75 days, to complete a review of the validity of the
liens and claims of the prepetition lenders, and if appropriate,
commence actions with respect to those prepetition lenders' claims
and liens.  The Creditors' Committee also believes that its
investigation budgets should be increased to $250,000 per
facility, instead of $100,000 under the Barclays DIP Order and an
additional $100,000 under the Ally DIP Order.

Mr. Eckstein further contends that superpriority claims under the
proposed orders should only be payable out of unencumbered
property and the proceeds of avoidance actions after the lenders
exhaust recoveries from their collateral.  The Creditors'
Committee further objects to the $52 million in fees under the
Barclays DIP Facility because: (i) almost one-half of the
Barclays DIP Facility was used to roll up the prepetition
facility in which Barclays was the sole lender (GSAP Facility);
(ii) Barclays already received significant fees in March 2012 in
connection with the funding of the GSAP Facility; and (iii) when
taking into account the automatic payoff of the Barclays DIP
Facility under the asset sales, the term of the Barclays DIP
Facility will not last longer than 11 months, rather than the 18
months advertised.

C. PLS Trustees

PLS Trustees -- The 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, N.A. -- assert that the DIP Motions should be denied because
they seek to extinguish their rights of setoff and recoupment,
without their consent or any legal authority to do so.  The PLS
Trustees maintain that the Debtors must provide adequate
protection against the diminution in value of their rights of
setoff and can not extinguish such rights as the Debtors seek to
do in the DIP Motions.

D. Green Planet

Green Planet objects to the DIP and Cash Collateral Motions to
the extent that the Debtors seek to use its servicing funds or
pledge such funds as collateral under the DIP Facilities.

                      Debtors Talk Back

The Debtors assert that the terms of the Barclays DIP Facility,
including its structure, collateral required to be pledged,
principal amount, pricing and fees, are more favorable to them
than what could have been achieved with any of the other potential
lenders.  The Debtors also do not believe that it is practical or
necessary to amend the DIP Facilities at this time.

Counsel to the Debtors, Larren M. Nashelsky, Esq., at Morrison &
Foerster LLP, in New York, contends that the stalking horse bids
and the proposed timing of the asset sales were critical
components of the structure of the Barclays DIP Facility and it
is unclear whether the Debtors would even be able to obtain the
requisite consents to amend the Barclays DIP Facility.  "Due to
the volatility of the Debtors' financial assets, no Potential
Lender, including Barclays, was willing to commit to anything
other than a DIP Facility that was and is a bridge to a
comprehensive sale or sales of the Debtors' assets and
operations," he points out.  The actual tenor of the Barclays DIP
Facility is 18 months, he states.

The Debtors further believe that their obligations under the Ally
Plan Support Agreement are limited and pose little risk to the
Debtors continued use of cash collateral and the AFI DIP.
Nonetheless, the Debtors understand that AFI and the Creditors'
Committee have come to an agreement on this issue.  Should an
agreement not be reached, the Debtors will address this issue at
the hearing scheduled for June 18, 2012.  The Debtors also
believe that the Creditors' Committee and applicable lenders have
discussed increasing the time and funds available for it to
complete its investigation as part of an overall settlement.  To
the extent those issues are not resolved, the Debtors believe
that the orders as currently drafted provide the Creditors'
Committee with adequate time and resources to complete its
investigation.

The Debtors understand that Barclays and AFI have agreed to the
CERCLA-related language proposed by the U.S. Government.  With
respect to the Barclays DIP Facility, the Interim Order contains
language generally consistent with the Government's proposed
setoff language, but limited to only the Junior Lien Collateral.
The Debtors proposed to address the PLS Trustees' concerns by
adding a language to the Barclays DIP Order, clarifying that
nothing herein affects the rights of setoff or recoupment, if
any, that any Objecting Trustee may have had under applicable law
with respect to receivables generated prepetition.  The Green
Planet Servicing Funds are not collateral for any of the DIP
Facilities or any prepetition facility, and the Debtors intend to
use such funds only in accordance with the Green Planet Servicing
Agreement, Mr. Nashelsky clarifies.

The Debtors ask the Court enter the proposed final orders
granting the DIP and Cash Collateral Motions, as amended.

The Court authorized the Debtors to exceed page limit for their
omnibus reply to objections to the DIP and Cash Collateral
Motions, by 10 additional pages.

In an accompanying declaration, Marc D. Puntus, partner and
co-head of the restructuring group at Centerview Partners LLC,
believes that the Barclays DIP Facility, together with the AFI
DIP Facility addresses the Debtors' working capital and liqudity
needs on the best terms available, will enable the Debtors to
preserve their value as a going concern and should be approved.

AFI and Citibank separately respond to the objections to the AFI
DIP Facility and Citibank Cash Collateral Motion.

A. AFI

AFI believes that the provisions identified by the Creditors'
Committee are appropriate, but has engaged in discussions with
the Creditors' Committee in order to reach a consensual
resolution of the Objection.  AFI continues to engage in
discussions with the Creditors' Committee as to the remaining
issues concerning, among other things, the covenant in the final
order requiring the Debtors to perform under the Ally-ResCap
Settlement Agreement, the length of the Creditors' Committee's
challenge period with respect to the secured debt claims, and the
budget with respect to investigating such claims.

However, AFI is not willing to permit the Debtors to use its Cash
Collateral to fund servicer advances if the PLS Trustees are able
to assert senior rights of setoff or recoupment relating to
allegedly billions of dollars of liability against such
postpetition servicer advances, counsel to AFI, Ray C. Schrock,
Esq., at Kirkland & Ellis LLP, in New York, asserts.  He contends
that the PLS Trustees do not hold a "lien" on the collateral that
is being primed.  Thus, the PLS Trustees' request for adequate
protection is not warranted, he asserts.  AFI has also engaged in
discussions to try to resolve the Government's Objection and has
agreed to two of the three changes, with slight modifications to
the Government's proposed language.  AFI is unable to agree to
the ambiguous language proposed by the Government with respect to
setoff and recoupment rights, he adds.

AFI filed a supplement to the response to attach copies of
documents referenced in its response.

B. Citibank

Citibank asserts that the panel's concerns as to the Cash
Collateral Motion are misplaced.  Nevertheless, to resolve the
Creditors' Committee's concerns, Citibank is willing to expand
the challenge period to 120 days from the entry of the final
order.  Likewise, Citibank has offered to clarify in the final
order that the portion of cash that otherwise is being made
available to fund the Debtors' general administrative costs could
be used by the Creditors' Committee for an investigation on
Citibank's claims or liens.  Citibank is also willing to look
first to MSR Cash Collateral in the event that it was seeking
payment of its superpriority claim.

                           *     *     *

The Debtors also filed with the Court:

* a substantially final version of the amended and restated
  version of the Credit Agreement with Barclays Bank PLC, as of
  June 15, 2012.  Clean and blacklined versions of the agreement
  are available for free at:

  http://bankrupt.com/misc/ResCap_0615BarclaysAgr.pdf
  http://bankrupt.com/misc/ResCap_0615BarclaysAgr_blacklined.pdf

* amendment to Barclays financing fee letter, a copy of which is
  available for free at:

  http://bankrupt.com/misc/ResCap_0615_AmBarclaysFeeLetter.pdf

Judge Lane was set to consider the DIP and Cash Collateral Motions
at a hearing scheduled for June 18, 2012.  In connection with the
hearing, the Debtors and AFI filed with the Court lists of
exhibits with respect to the DIP and Cash Collateral Motions.

                           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: Gilberts Seek Dismissal of Ch. 11 Cases
------------------------------------------------------------
Rex T. Gilbert, Jr., and Daniela L. Gilbert ask the Bankruptcy
Court for the Southern District of New York to dismiss the Chapter
11 cases of Residential Capital LLC, citing bad faith and
misconduct of Residential Funding, LLC and GMAC Mortgage LLC.

The Gilberts also ask the Court to lift the automatic stay to
permit their pending action in the U.S. Court of Appeals for the
Fourth Circuit, entitled Gilbert, et al. v. Deutsche Bank Trust
Company Americas, as trustees for Residential Accredit Loans,
Inc. Series 2006-QA6, et als. (Appeal 10-2295) to proceed in the
federal courts.  The Gilberts insist that their mortgage is not
an asset of the bankruptcy estate.

The Gilberts also seek actual damages and attorneys' fees for
willful violations of the automatic stay by Residential Funding
and GMAC Mortgage.  They reason that after filing for bankruptcy,
Residential Funding and GMAC Mortgage filed a petition for
rehearing or hearing en banc with the Fourth Circuit Court of
Appeals and failed to take steps to vacate this filing.  This
unreasonably and unfairly placed the burden upon them plaintiffs
to seek relief from the automatic stay, the Gilberts complain.

The Bankruptcy Court will consider the Gilberts' request on
July 10, 2012.  Objections are due no later than July 3.

The Gilberts are represented by:

        Katherine S. Parker-Lowe, Esq.
        35 Miss Elecia Lane, Suite 101
        Post Office Box 730
        Ocracoke, NC 27960
        Tel: 252-928-1000
        E-mail: katherine@ocracokelaw.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).


REUNION INDUSTRIES: Incurs $981,000 Net Loss in 2011
----------------------------------------------------
On May 20, 2010, the United States Bankruptcy Court for the
District of Connecticut, Bridgeport Division, entered a Final
Decree terminating Reunion Industries, Inc.'s Chapter 11 case.

While the Company was operating as "debtor-in-possession in its
Chapter 11 bankruptcy, the Company filed under Form 8-K the
Monthly Operation Report that it filed with the Bankruptcy Court
and the United States Trustee pursuant to Rule 2015 of the Federal
Rules of Bankruptcy Procedure.  Now that the Company has received
its Final Decree terminating its Chapter 11 Case, it is
no longer required to file those Monthly Operating Reports.

The Company was unable to comply with Securities and Exchange
Commission requirements for audited financial statements and thus
was unable to file (i) any annual financial reports on Form 10-K
for prior years or (ii) any quarterly financial statements on Form
10-Q for the current year.  However, on June 20, 2012, the Company
filed a Form 8-K to distribute financial information to its
stockholders.

The Company reported a net and comprehensive loss of $981,000 on
$24.98 million of sales for the year ended Dec. 31, 2011, compared
with a net and comprehensive loss of $707,000 on $14.90 million of
sales for the seven months ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$13.90 million in total assets, $8.75 million in total
liabilities, $918,000 in minority interests, and $4.22 million in
stockholders' equity.

A copy of the report is available for free at:

                        http://is.gd/dFghKK

                      About Reunion Industries

Reunion Industries, Inc. filed for Chapter 11 protection on
November 26, 2007 (Bankr. D. Conn. Case No. 07-50727).  Two
Reunion Industries stockholders, Charles E. Bradley, Sr. Family
Limited Partnership, and John Grier Poole Family Limited
Partnership filed separate Chapter 11 petitions on the same day
(Bankr. D. Conn. Case Nos. 07-50725 and 07-50726).

As reported in the Troubled Company Reporter on June 15, 2010,
On May 20, 2010, the Bankruptcy Court entered a Final Decree
terminating the Company's Chapter 11 case.  However, the
Bankruptcy Court retained jurisdiction to adjudicate two remaining
disputed and unresolved claims that were filed against the Company
in the Chapter 11 Case.


RITE AID: Incurs $28.1 Million Net Loss in June 2 Quarter
---------------------------------------------------------
Rite Aid Corporation reported a net loss of $28.08 million on
$6.46 billion of revenue for the 13 weeks ended June 2, 2012,
compared with a net loss of $63.08 million on $6.39 billion of
revenue for the 13 weeks ended May 28, 2011.

The Company's balance sheet at June 2, 2012, showed $7.07 billion
in total assets, $9.68 billion in total liabilities and a $2.61
billion total stockholders' deficit.

"Our turnaround efforts continue to be successful as demonstrated
by our sixth consecutive quarter of increased same store sales and
Adjusted EBITDA," said Rite Aid Chairman, President and CEO John
Standley.

"During the quarter, we saw strong growth in same-store
prescription counts while key initiatives like our popular
wellness+ customer loyalty program, enhanced Rite Aid brand
offerings and ground-breaking Wellness store format continued to
gain traction.  We're proud of the hard work and dedication that
our entire Rite Aid team has displayed in driving these positive
results and look forward to delivering an even better shopping
experience to our customers as we move ahead."

A copy of the press release is available for free at:

                        http://is.gd/bAsDH3

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid reported a net loss of $368.57 million for the fiscal
year ended March 3, 2012, a net loss of $555.42 million for the
year ended Feb. 26, 2011, and a net loss of $506.67 million for
the year ended Feb. 27, 2010.

                           *     *     *

In February 2012, S&P affirmed Rite Aid's 'B-' corporate credit
rating.  During that time, Moody's Investors Service also affirmed
its Caa2 Corporate Family Rating, Caa2 Probability of Default
Rating, and SGL-3 Speculative Grade Liquidity rating.

"The ratings reflect our expectation that Camp Hill, Pa.-based
retail drugstore chain Rite Aid Corp.'s financial risk profile
will remain 'highly leveraged', despite improving sales trends,
due to its significant debt," said Standard & Poor's credit
analyst Ana Lai.

Moody's said in February that Rite Aid's Caa2 Corporate Family
Rating reflects its weak credit metrics and unsustainable capital
structure with debt to EBITDA of 8.8 times and EBITA to interest
expense of 0.8 times.  Although Moody's believes that Rite Aid
earnings will benefit from Walgreen's dispute with Express Scripts
as well as from the strong generic pipeline, Moody's anticipates
that lower reimbursement rates will offset some of this positive
earnings pressure.  Thus, Moody's forecasts that Rite Aid's credit
metrics will remain weak.  In addition, Rite Aid faces a tradeoff
between the need to address its sizable 2014 and 2015 debt
maturities against the likelihood that any refinancing will be at
a higher interest rate.  Should Rite Aid successfully refinance
its 2014 and 2015 debt maturities, its borrowing costs will likely
increase further weakening Rite Aid's interest coverage.
Consequently, Moody's is concerned that Rite Aid may choose to
voluntarily restructure its debt over the medium term.


RT MIDWEST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: RT Midwest Holdings, LLC
        660 Weston Ridge Parkway
        Chaska, MN 55318

Bankruptcy Case No.: 12-43626

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
RT Chicago Franchise, LLC             12-43627
RT Midwest Real Estate, LLC           12-43628
RT Northern Illinois Franchise, LLC   12-43629

Chapter 11 Petition Date: June 20, 2012

Court: U.S. Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Gregory F. Kishel

About the Debtors: The Debtors own or lease 13 properties from
                   which they operate Ruby Tuesday's franchise
                   restaurants.

Debtors' Counsel: Michael F. McGrath, Esq.
                  RAVICH MEYER KIRKMAN & MCGRATH NAUMAN
                  4545 IDS Center
                  80 South Eighth Street
                  Minneapolis, MN 55402
                  Tel: (612) 332-8511
                  E-mail: mfmcgrath@ravichmeyer.com

RT Midwest Holdings'
Scheduled Assets: $835,562

RT Midwest Holdings'
Scheduled Liabilities: $28,800,848

RT Chicago's
Scheduled Assets: $3,935,745

RT Chicago's
Scheduled Liabilities: $23,716,216

The petitions were signed by Guerrino A. Ruta, Jr., president.

RT Midwest Holding's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
General Electric Capital           Guaranty ? Loan     $11,133,364
Corporation                        No. 2
6464 185th Avenue NE
Redmond, WA 98052

General Electric Capital           Guaranty ? Loan      $8,342,167
Corporation                        No. 1
6464 185th Avenue NE
Redmond, WA 98052

Ruby Tuesday Inc.                  Goods and Services   $2,288,868
150 W. Church Ave
Maryville, TN 37801

Gecpac Investment II Inc.          Guaranty ? Loan      $1,864,434
6464 185th Avenue NE               No. 3
Redmond, WA 98052

Citizens Equity First Credit       Inventory            $1,602,291
Union
2401 N MAIN STE 100
EAST PEORIA, IL 61611

Gecpac Investment II Inc.          Guaranty ? Loan        $773,623
6464 185th Avenue NE               No. 5
Redmond, WA 98052

Gecpac Investment II Inc.          Guaranty ? Loan        $652,525
6464 185th Avenue NE               No. 4
Redmond, WA 98052

Associated Bank                    Equipment              $632,623
16 N. Spring Street
Elgin, IL 60120

Internal Revenue Service           Form 941               $293,657
Cincinatti, OH 45999-0030

Associated Bank                    Equipment              $199,585

Heartland Bank and Trust Co.       Promissory Note        $186,554

JPMorgan Chase Bank NA             Guaranty               $116,667

JPMorgan Chase Bank NA             Guaranty               $113,815

JPMorgan Chase Bank NA             Guaranty               $113,750

Citizens Equity First Credit       Guaranty on LOC         $65,248

Repair Masters, Inc.               Judgment                $50,994

Mailsouth Inc.                     Goods and Services      $36,880

Internal Revenue Service           Form 5500               $10,775

Valassis                           Goods and Services       $8,889

Valpak of East Tennessee           Goods and Services       $8,505


RT Chicago's List of Its Nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
General Electric Capital           Loan No. 2          $11,133,364
Corporation
6464 185th Avenue NE
Redmond, WA 98052

General Electric Capital           Loan No. 1           $8,342,167
Corporation
6464 185th Avenue NE
Redmond, WA 98052

GECPAC Investment II Inc.          Loan No. 3           $1,864,434
6464 185th Avenue NE
Redmond, WA 98052

GECPAC Investment II Inc.          Loan No. 5             $773,623
6464 185th Avenue NE
Redmond, WA 98052

CEF Funding II L.L.C.              Loan No. 6             $773,524
6464 185th Avenue NE
Redmond, WA 98052

GECPAC Investment II Inc.          Loan No. 4             $652,525
6464 185th Avenue NE
Redmond, WA 98052

JPMorgan Chase Bank NA             Promissory Note        $116,667

NMC Stratford, LLC et al           Judgment                $54,321

Ford, Penelope                     Complaint                $5,591


RG STEEL: Wins Court Nod to Auction Steel Mills
-----------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that RG Steel LLC won
court approval on Thursday to auction off its three steel mills
after unsecured creditors successfully lobbied for a few extra
weeks for the bankrupt steelmaker to seek out a buyer.

At a hearing in Wilmington, Del., U.S. Bankruptcy Judge Kevin J.
Carey gave his blessing to the debtors' bid procedures and $50
million debtor-in-possession financing package, which together
dictate the sale time line and process, according to Bankruptcy
Law360.

                           About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.


SANTA ROSA: Fitch Affirms 'D' Rating on $116.8-Mil. Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed its 'D' rating on Santa Rosa Bay Bridge
Authority's, FL (the authority) approximately $116.8 million in
outstanding revenue bonds, series 1996. Fitch downgraded the bonds
to 'D' on July 1, 2011 as a result of a debt service payment
default.

KEY RATING DRIVERS:

Ongoing Events of Default: Due to the authority's extremely
constrained financial profile, stemming from continued poor
traffic and revenue performance, cash flow from operations has
been insufficient to make debt service payments requiring the
authority to repeatedly draw on the debt service reserve fund.
Gross revenues in conjunction with internal liquidity were
insufficient to make the full scheduled debt service payments on
July 1, 2011 and Jan. 1, 2012.  The authority's debt service
reserve fund was fully depleted in March 2012 when the trustee
made a partial interest payment of $2.2 million towards the
interest payment of $4 million that was due on July 1, 2011.  The
balances due on those dates remain unpaid.

WHAT COULD TRIGGER A RATING ACTION:

The trustee has reported that various potential alternatives are
being explored.  Although the authority has recently formed a new
board, Fitch has not been made aware of any current plans to
restructure the bonds.  Absent a possible restructuring, the
authority's gross revenues are expected to remain insufficient to
make the scheduled debt service payments and the default situation
would remain uncured as the debt service requirements increase.

SECURITY:

The bonds are secured by the pledge of gross revenues of the
authority. Moneys paid by Florida Department of Transportation
(FDOT) under the lease purchase agreement are not included in the
gross revenues.

CREDIT UPDATE:

The authority's revenue generating asset is the Garcon Point
Bridge, which traverses the Pensacola Bay from Garcon Point on the
mainland to the Gulf Breeze Peninsula to the south.  The toll
facility extends from US 98 to the south to I-10 to the north,
covering approximately 12 miles.

Overall traffic has been considerably lower than the original plan
of finance, with the authority's initial 1996 forecast projecting
3.6 million transactions in fiscal 2011 (ended June 30) versus
actual performance of 1.25 million, approximately 35% of
originally forecasted levels.  As part of its plan of finance, the
authority implemented a $0.25 toll increase in January 2011 to
partially mitigate revenue shortfalls.  The two-axle rate
increased to $3.75 and represented the authority's fourth
scheduled toll increase since the first increase in July 2001.
Traffic declined 1.3% in fiscal 2011 due to elasticity associated
with the toll increase, but growth was also tempered due to
continued local economic weakness.  Although revenues increased by
1.7% in fiscal 2011, cash flow from operations were insufficient
to cover all debt service costs and the authority had its first
debt service payment default on July 1, 2011 when the required $5
million principal and interest payment was not made.

Traffic grew approximately 3% during the first 10 months of fiscal
2012 (through April), while revenues were up by approximately 9%
over this time period in fiscal 2011.  The improved performance
can be attributed to a full year affect of afore mentioned toll
rate increase and traffic recovery post the Gulf Oil Spill.
Despite the revenue increases of about 12.7% during the period
between July and January, as compared to the same time in fiscal
2011, the authority's gross revenues were insufficient to make the
interest payment of over $2 million due on Jan. 1, 2011.
Additional toll increases are currently contemplated for 2014 and
2017; however, the escalating debt profile and current level of
traffic make materially improved performance beyond this point
unlikely.  The existence of two free alternative routes (Pensacola
Bay Bridge/US 98 to West, and State Route 87 to the East,
currently being expanded from two lanes to four) will increasingly
limit any remaining ratemaking flexibility.

FDOT continues to operate and maintain the bridge. Under the lease
purchase agreement with the authority, FDOT pays operating and
maintenance (O&M) expenses for the bridge and remits all tolls
collected to the authority as lease payments, which are remitted
to the Bank of New York Mellon.  The term of the lease runs
through the life of the bonds and terminates in 2028, at which
point FDOT will own the bridge (assuming the bonds are fully
paid).  Though the current agreement states that FDOT is to be
reimbursed annually from toll revenues for payment of O&M, these
reimbursements are deeply subordinated to debt service and roll
over the to the following year should sufficient revenues be
unavailable.  FDOT has paid O&M expenses since the project's
inception and is expected to do so for the foreseeable future.
The authority's total liability to FDOT as of fiscal 2011 year-end
includes O&M advances of $16.8 million accrued as long-term debt
and $7.9 million from non-interest-bearing Toll Facility Revolving
Trust Fund loans made to the authority to cover initial bridge
design costs.


SBARRO INC: Bankruptcy Case Ends After 1 Year
---------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that bringing an end to a
year-long stint in New York bankruptcy court, a judge on Thursday
closed Sbarro Inc.'s Chapter 11 case following her November
confirmation of the pizza chain's restructuring plan, which handed
the company to senior lenders owed about $176 million.

Bankruptcy Law360 relates that U.S. Bankruptcy Judge Shelley C.
Chapman granted the former debtor's application for a final decree
closing its Chapter 11 case following a short hearing Thursday.

                         About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.

In November 2011, Sbarro, Inc., along with its domestic
subsidiaries, disclosed that its Plan of Reorganization has become
effective and the Company has successfully emerged from Chapter 11
with significantly reduced debt and a new $35 million capital
infusion.


SHASTA LAKE: Asks Court to Close Chapter 11 Case
------------------------------------------------
The U.S. Bankruptcy Court entered an order confirming Shasta Lake
Resorts LP's second amended plan of reorganization on Feb. 21,
2012.  No appeal or other review of the Confirmation Order was
sought and the Confirmation Order has become final.  The Plan
became effective March 7.  The estate has fully administered and,
accordingly, the Debtor has asked the Court close the bankruptcy
case.

Shasta Lake Resorts submitted to the Court a First Amended Plan of
Reorganization dated Jan. 30, 2012.  According to the Plan, the
Debtor would pay creditors from future revenue and to the extent
necessary, from the sale of certain assets of the Debtor.  The
Plan provides for two classes of secured claims, 5 classes of
unsecured claim; and 1 class of equity security holders.
Unsecured creditors holding allowed claims will receive
distributions, valued at 100% of allowed claims.  The Plan also
provides for the payment of administrative and priority claims.

A full-text copy of the Amended Plan is available for free at
http://bankrupt.com/misc/SHASTA_LAKE_plan_1stamended.pdf

                       About Shasta Lake

Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of approximately 65
houseboats primarily out of its Jones Valley Resort on Shasta Lake
and its New Melones Lake Marina.  SLR offers a full service dock
at both Jones Valley Resort and New Melones Lake Marina, with
overnight and year round moorage and small boat and accessory
rentals.  SLR also operates floating stores, which sell everything
its customers may want to complete their houseboating experience,
including grocery items, bait and tackle, water sports and marine
items, unique gifts and apparel.  SLR offers slip rentals at
Sugarloaf Resort on Shasta Lake.

Shasta Lake disclosed $11,711,440 in assets and $6,796,283 in
liabilities as of the Chapter 11 filing.

SLR filed a voluntary Chapter 11 petition (Bankr. E.D. Calif. Case
No. 11-37221) on July 13, 2011.  Judge Christopher M. Klein
presided over the case.  Jamie P. Dreher, Esq., at Downey Brand
LLP, in Sacramento, California, represented the Debtor as counsel.


SILVERSUN TECHNOLOGIES: Completes Purchase of HighTower
-------------------------------------------------------
SilverSun Technologies, Inc., has completed the asset purchase of
HighTower, Inc., a leading Chicago-based reseller of Sage software
applications and a publisher of proprietary business management
software enhancements.  With the closing of this transaction,
Hightower's customers and business products and services will be
integrated into the infrastructure of SWK Technologies,
SilverSun's principal operating subsidiary.  Since late March and
in anticipation of this asset purchase, SWK has provided technical
support and a variety of consulting services to all Hightower
clients and to the many Sage business partners who support their
ERP enhancements.

"We are very pleased to have completed the purchase of Hightower,"
said Mark Meller, CEO of SilverSun Technologies.  "Among other
strategic benefits, this brings SilverSun and SWK approximately $3
million in additional annual revenues (based upon 2011 results),
approximately 870 additional Sage ERP customers, an impressive
suite of proprietary enhancement software solutions (with
approximately 700 users) and a much deeper market penetration in
the Midwest.  Moreover, we look forward to leveraging Hightower's
established network of independent resellers to further expand
distribution of SWK's proprietary software solutions, and vice
versa.  This acquisition marks an important milestone for
SilverSun, and one that should have notable impact on our revenue
and earnings growth in 2012 and well beyond."

Since 1987, Hightower has been a software industry leader that has
supplied integrated technology systems and mid-market solutions
for businesses across the country.  In addition, it has been
engaged in developing proprietary software, bringing to market a
robust suite of enhancement products which effectively integrate
with and complement Sage 100 ERP solutions.  For the past seven
years, Hightower has been ranked as a "Top 100 Value Added
Reseller" by Accounting Today magazine; and for the last eight
consecutive years, the publication has awarded the Company its
Technology Pacesetter Award.

The cash-only acquisition of select Hightower assets was funded by
SilverSun's existing financing facilities on a non-dilutive basis
to existing shareholders.

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

                       http://is.gd/xZkWGl

                         About SilverSun

Livingston, N.J.-based SilverSun Technologies, Inc., formerly
known as Trey Resources, Inc., focuses on the business software
and information technology consulting market, and is looking to
acquire other companies in this industry.  SWK Technologies, Inc.,
the Company's subsidiary and the surviving company from the
acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting and financial software published
by Sage Software.  SWK  Technologies also publishes its own
proprietary supply-chain software, the Electronic Data Interchange
(EDI) solution "MAPADOC."  SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United
States, along with network services provided by the Company.

As reported in the TCR on April 2, 2011, Friedman LLP, in East
Hanover, NJ, expressed substantial doubt about Trey Resources,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial accumulated deficits and
operating losses, and at Dec. 31, 2010, has a working capital
deficiency of approximately $5.1 million.

The Company's balance sheet at March 31 2012, showed $1.64 million
in total assets, $2.48 million in total liabilities, all current,
and a $839,623 total stockholders' deficit.

SUN HEALTHCARE: Genesis Deal No Impact on Moody's 'B1' CFR/PDR
--------------------------------------------------------------
Moody's Investors Service commented that the announcement that Sun
Healthcare Group, Inc. has signed a definitive agreement to be
acquired by Genesis HealthCare has no immediate implications on
the credit ratings of Sun. Sun's ratings, including its B1
Corporate Family and Probability of Default Rating remain
unchanged. Moody's expects that Sun's credit facilities (Ba1,
LGD 2, 17%), which contain change of control provisions, will be
repaid upon the close of the proposed transaction. Therefore,
Moody's anticipates that all of Sun's ratings will be withdrawn at
the close of the transaction. Genesis is not rated by Moody's.

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

Sun Healthcare Group, Inc., through its subsidiaries, provides
nursing, rehabilitative and related specialty care services
primarily to the senior population. At March 31, 2012, Sun
Healthcare's inpatient services division, SunBridge, operated 158
skilled nursing centers, 13 combined skilled nursing, assisted and
independent living centers, 10 assisted living centers, two
independent living centers and seven mental health centers in 23
states. Sun Healthcare also provides rehabilitation services
through its SunDance Rehabilitation Corporation subsidiary and
healthcare staffing services through its CareerStaff Unlimited
subsidiary. Sun recognized in excess of $1.9 billion of revenue
for the twelve months ended March 31, 2012.


SUPERMEDIA INC: Schultze Asset Discloses 9.1% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Schultze Asset Management, LLC, and its
affiliates disclosed that, as of June 21, 2012, they beneficially
own 1,403,918 shares of common stock of Supermedia Inc.
representing 9.1% of the shares outstanding.

Schultze Asset previously disclosed beneficial ownership of
1,429,093 common shares or a 9.2% equity stake as of Dec. 31,
2011.

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

                        http://is.gd/jru5Rv

                       About SuperMedia Inc.

DFW Airport, Texas-based SuperMedia Inc. and its subsidiaries
sells advertising solutions to its clients and places their
advertising into its various advertising media.  The Company's
advertising media include Superpages yellow page directories,
Superpages.com, its online local search resource, the
Superpages.com network, an online advertising network, Superpages
direct mailers, and Superpages mobile, its local search
application for wireless subscribers.

The Company is the official publisher of Verizon Communications
Inc. print directories in the markets in which Verizon is
currently the incumbent local telephone exchange carrier.  The
Company also has agreements with FairPoint Communications, Inc.,
and Frontier Communications Corporation in various Northeast and
Midwest markets in which FairPoint and Frontier are the local
exchange carriers.

On March 31, 2009, SuperMedia Inc., formerly known as Idearc Inc.,
and all of its domestic subsidiaries filed voluntary petitions for
Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31828).

On Sept. 8, 2009, the Company filed its First Amended Joint Plan
of Reorganization with the Bankruptcy Court, which was later
modified on Nov. 19, 2009, and on Dec. 22, 2009, the Bankruptcy
Court entered an order approving and confirming the Amended Plan.
On Dec. 31, 2009 (the "Effective Date"), the Debtors consummated
the reorganization and emerged from the Chapter 11 bankruptcy
proceedings.  On Dec. 29, 2011, the Bankruptcy Court entered final
decrees closing the bankruptcy cases for the Debtors.

The Company reported a net loss of $771 million in 2011 and a net
loss of $196 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.61
billion in total assets, $2.33 billion in total liabilities and a
$725 million total stockholders' deficit.

                           *     *     *

As reported in the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Dallas-based
SuperMedia Inc. to 'CCC+' from 'SD' (selective default).  The
rating outlook is negative.

In the April 2, 2012, edition of the TCR, Moody's Investors
Service has changed the corporate family rating (CFR) for
SuperMedia Inc. to Caa3 from Caa1 based on Moody's view
that a debt restructuring is likely.  Moody's expects ultimate
recoveries will be about 50%.

SuperMedia is attempting to reinvent its business by reducing its
reliance on print advertising through the development of online
and mobile directory service applications but Moody's has doubts
that the company will be able to transition its business away from
a reliance on print directories quickly enough to stabilize its
revenues and earnings and prevent a debt restructuring.


TOLEDO-LUCAS: Fitch Lowers Rating on $9.43-Mil. Bonds to 'D'
------------------------------------------------------------
Fitch Ratings has downgraded to 'D' from 'BB' the rating on the
$9.43 million special assessment revenue bonds, Series 2007 (Town
Square at Levis Commons special assessment project) of the Toledo-
Lucas County Port Authority.

Security

The bonds are special limited obligations payable by the issuer
from special assessments levied on the assessment property by the
city of Perrysburg (the city), in Wood County, Ohio (the county).
A $1.3 million cash funded debt service reserve fund also supports
the bonds.

The 'D' rating indicates failure to make payment of principal
and/or interest under the contractual terms of the rated
obligation.

Fitch takes this action in response to the failure to pay the
scheduled mandatory redemption of principal amount due on the
bonds on Nov. 1, 2011 and May 1, 2012.  While a $1.3 million cash-
funded reserve is on deposit, the trustee declined to allow a draw
on the reserve to allow the mandatory redemption payments to be
made as scheduled.  According to the trustee, all scheduled
interest payments have been made to date from available special
assessment funds.

Additional information regarding the bonds is provided in Fitch's
rating action commentary on Toledo-Lucas County Port Authority, OH
(Town Square at Levis Common Proj) dated July 25, 2011.


TXU CORP: Bank Debts Trade Near 40% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 59.66 cents-on-the-
dollar during the week ended Friday, June 22, an increase of 0.70
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 10, 2017, and carries Moody's B2 rating and Standard & Poor's
CCC rating.  The loan is one of the biggest gainers and losers
among 140 widely quoted syndicated loans with five or more bids in
secondary trading in the week ended Friday.

Meanwhile, participations in a separate syndicated loan under
which TXU Corp. is also a borrower traded in the secondary market
at 62.45 cents-on-the-dollar during the week ended Friday, June
22, an increase of 0.74 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 350 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Oct. 10, 2014, and carries Standard & Poor's CCC
rating.  Moody's has withdrawn its rating on the facility.  The
loan is also one of the biggest gainers and losers among 140
widely quoted syndicated loans with five or more bids in secondary
trading in the week ended Friday.


UNITED RETAIL: Versa Capital Unit Sponsors Plan Distributions
-------------------------------------------------------------
The United Retail Group, Inc., et al., submitted to the U.S.
Bankruptcy Court for the Southern District of New York a
Disclosure Statement explaining the proposed Plan of Liquidation
dated June 14, 2012.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan provides for the
distribution of the consideration provided under the Asset
Purchase Agreement and otherwise being contributed by Redcats USA,
Inc., to the holders of Allowed Claims.

Holders of Allowed Administrative Claims, Professional Fee Claims,
Priority Tax Claims and Other Priority Claims will be paid in full
in Cash (unless holders of such Claims agree to a different
recovery).

Holders of Allowed Secured Claims will, at the option of the
Debtors or the Plan Administrator, as applicable, be paid in full
in Cash or receive the collateral securing any such Allowed
Secured Claim or receive other treatment rendering such Claim
Unimpaired in accordance with section 1124 of the Bankruptcy Code
(unless holders of such Claims agree to a different recovery).

Holders of Allowed General Unsecured Claims will receive their pro
rata share of Net Available Funds, which includes the
$2.75 million in Unsecured Claims Funds plus any additional Cash
Assets that are made available to the Debtors' estates, less any
Cash needed to fund Reserves for higher priority claims.
Interests in United Retail Group, Inc., Intercompany Claims and
Intercompany Interests will be canceled and will receive no
distribution under the Plan.

On April 13, 2012, the Debtors closed the sale of substantially
all of their assets to Avenue Stores, LLC an affiliate of Versa
Capital Management, LLC.  Pursuant to the APA, the Buyer is the
primary source of the Cash consideration for distributions under
the Plan.  The Buyer has agreed to pay in Cash:

   -- up to $27 million in the aggregate for (1) amounts
      outstanding under the DIP Facility as of the Closing and (2)
      Administrative Claims (not including 503(b)(9) Claims, which
      are accounted for separately under the APA) and Priority
      Claims as of the Closing that ultimately are Allowed;

   -- up to $4.7 million for Allowed 503(b)(9) Claims;

   -- $1.5 million for the benefit of holders of Allowed General
      Unsecured Claims on account of the Claims; and

   -- up to $2 million for costs associated with winding down the
      Debtors' estates.

       Summary of Classification and Treatment of Classified
                       Claims and Interests

   Class         Claims/Interest         Expected Recoveries
   -----         ---------------         -------------------
     1       Other Priority Claims               100%
     2       Secured Claims                      100%
     3       General Unsecured                 9.2 - 11%
     4       Interests in United Retail            0%
               Group, Inc.

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

                     About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.


VICTORY ENERGY: Tidwell Replaces WilsonMorgan as Accountant
-----------------------------------------------------------
Victory Energy Corporation, through the Audit Committee of its
Board of Directors and with the ratification of its Board of
Directors, dismissed WilsonMorgan L.L.P. as the Company's
independent registered public accounting firm and engaged Weaver
and Tidwell, L.L.P., as the Company's independent registered
accounting firm.

The reports of WilsonMorgan regarding the Company's financial
statements for fiscal years ended Dec. 31, 2011, and 2010 did not
contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, scope or accounting
principles.  The reports of WilsonMorgan did, however, include a
qualification with regard to uncertainty as to the Company's
ability to continue as a going concern.  During the years ended
2011 and 2010, and for the period of Jan. 1, 2012, through
June 18, 2012, there were no disagreements with WilsonMorgan on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which would
have caused it to make reference to those disagreements in the
reports.

Prior to engaging Weaver, the Company did not consult with Weaver
regarding the application of accounting principles to a material,
specific completed or contemplated transaction or regarding the
type of audit opinion that might be rendered by Weaver on the
Company's financial statements, and Weaver did not provide any
written or oral advice that was an important factor considered by
the Company in reaching a decision as to any accounting, auditing
or financial reporting issue.

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, WilsonMorgan LLP, in Irvine, California,
expressed substantial doubt about Victory Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced recurring losses since inception and
has an accumulated deficit.

The Company reported a net loss of $3.95 million on $305,180 of
revenues for 2011, compared with a net loss of $432,713 on
$385,889 of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed
$2.53 million in total assets, $453,316 in total liabilities and
$2.08 million in total stockholders' equity.


VERENIUM CORP: Messrs. Cavanaugh & Ruch Elected to Board
--------------------------------------------------------
Verenium Corporation held its annual meeting of stockholders on
June 20, 2012.  The stockholders elected Dr. James H. Cavanaugh
and Mr. Joshua Ruch to serve on the board of directors until the
2015 annual meeting of stockholders.  The stockholders also
ratified the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for its fiscal year
ending Dec. 31, 2012.

                    About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing.

The Company reported net income of $5.12 million in 2011 compared
with a net loss of $5.35 million in 2010.

The Company's balance sheet at March 31, 2012, showed $94.12
million in total assets, $53.80 million in total liabilities and
$40.31 million in total stockholders' equity.

                           Going Concern

The Company had a loss from operations of $6.5 million for year
ended Dec. 31, 2011, and had an accumulated deficit of $600.8
million as of Dec. 31, 2011.  The holders of the 2007 Notes have
the right to require the Company to purchase the 2007 Notes for a
total cash amount equal to $34.9 million on April 2, 2012, plus
accrued and unpaid interest to that date.  The Company expects the
holders of the 2007 Notes to exercise this right and, based on the
Company's current cash resources and 2012 operating plan, the
Company's existing cash resources will not be sufficient to meet
the cash requirements to fund the Company's required repurchase of
the 2007 Notes, planned operating expenses, capital expenditures
and working capital requirements without additional sources of
cash.

If the Company is unable to fund the repurchase of the 2007 Notes
when required or otherwise raise additional capital, the Company
will need to defer, reduce or eliminate significant planned
expenditures, restructure or significantly curtail the Company?s
operations, sell some or all its assets, file for bankruptcy or
cease operations.

To the extent the Company restructures rather than repurchases all
or any portion of the 2007 Notes, the Company may issue common
shares or other convertible debt for the 2007 Notes that are
restructured, which would result in substantial dilution to the
Company's equityholders.  There can be no assurance that the
Company will be able to obtain any sources of financing on
acceptable terms, or at all.

These factors raise substantial doubt about the Company's ability
to continue as a going concern.


VS FOX: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------
Debtor: VS Fox Ridge, LLC
        975 E. Alpine Boulevard
        Alpine, UT 84004

Bankruptcy Case No.: 12-28001

Chapter 11 Petition Date: June 20, 2012

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Matthew M. Boley, Esq.
                  PARSONS KINGHORN HARRIS, PC
                  111 E. Broadway, 11th Floor
                  Salt Lake City, UT 84111
                  Tel: (801) 363-4300
                  Fax: (801) 363-4378
                  E-mail: mmb@pkhlawyers.com

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

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

The petition was signed by Stephen Christensen, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Stephen and Victoria Christensen      --                  06/20/12

Debtor's List of Its Eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Forge Investments UT, LLC          --                  $22,500,000
2222 South Main Street, Suite 2200
Salt Lake City, UT 84101

Forge Investments UT, LLC          --                   $2,500,000
2222 South Main Street, Suite 2200
Salt Lake City, UT 84101

McKay Christensen                  --                   $1,500,000
2720 Shady Hollow Lane
Lehi, UT 84043

RR Penga, LLC                      --                     $925,000

Rick Stapp                         --                     $225,000

Mitchel Barlow                     --                     $100,000

Steven & Victoria                  --                      $31,000

Scott Rasmusen                     --                       $5,000


WALLA WALLA TOWN: Larry B. Feinstein Withdraws as Bankr. Counsel
----------------------------------------------------------------
Larry B. Feinstein of Vortman & Feinstein, notifies the U.S.
Bankruptcy Court for the Western District of Washington that it
has withdrawn from representing Walla Walla Town Center LLC in the
Chapter 11 proceeding.

According to Mr. Feinstein, the firm filed the Debtor's case as an
emergency because of a pending foreclosure.  However, the firm
informed the Debtor that it would not represent the Debtor in the
Chapter 11 itself.

Mr. Feinstein adds that the firm was not paid a retainer by the
Debtor or from funds of the estate and the firm is holding no
funds.  The principal of the Debtor is suppose to reimburse
the firm for the court filing fee, since that was paid
electronically ECF.

                   About Walla Walla Town Center

Walla Walla Town Center LLC owns the defunct Blue Mountain Mall
property.  Walla Walla Town Center LLC a bare-bones Chapter 11
petition (Bankr. W.D. Wash. Case No. 12-15229) on May 17, 2012, in
Seattle, Washington.  Walla Walla Town Center sought chapter 11
bankruptcy to stay foreclosure auction initiated by Key Bank.  The
Debtor said it owns real property worth $16.5 million and secures
a $17.18 million debt.

Judge Marc Barreca presides over the case.  Larry B. Feinstein,
Esq., at Vortman & Feinstein, serves as the Debtor's counsel.

According to the Troubled Company Reporter's database, Walla Walla
Town Center LLC filed a bankruptcy petition (Bankr. W.D. Wash.
Case No. 10-17683) on July 1, 2010.  Judge Samuel J. Steiner
presided over the 2010 case. Michael E. Gossler, Esq., at
Montgomery Purdue Blankinship & Austin, represented the 2010
Debtor.  The 2010 petition estimated $1 million to $10 million in
assets and debts, and was signed by Jason Bontrager, manager.


WARNER SPRINGS: Meeting of Creditors Continued Until June 26
------------------------------------------------------------
Tiffany Carroll, Acting U.S. Trustee for Region 15, continued the
meeting of creditors in the Chapter 11 cases of Warner Springs
Ranchowners Association on June 26, 2012, at 1: p.m.  The hearing
will held at 402 W. Broadway, Emerald Plaza Building, Suite 660
(B), Hearing Room B, San Diego, California.

Based in Warner Springs, California, Warner Springs Ranchowners
Association dba Warner Springs Ranch filed for Chapter 11
protection (Bankr. S.D. Calif. Case No. 12-03031) on March 1,
2012.  Judge Louise DeCarl Adler presides over the case.  Daniel
Silva, Esq., and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP,
represent the Debtor.  The Debtor scheduled assets of $13.06
million and debts of $454,000 as of the Chapter 11 filing.


WASTEQUIP LLC: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Charlotte, N.C.-based Wastequip LLC. The outlook
is stable.

Wastequip has completed its recapitalization. Standard & Poor's
assigned 'BB-' issue ratings and '1' recovery ratings to
Wastequip's proposed $40 million senior secured revolver and its
$150 million senior secured term loan.

"The rating reflects the company's reduced debt and improving
operating prospects," said Standard & Poor's credit analyst
Gregoire Buet. "We expect that slow economic growth in the U.S.
and gradually improving construction activity will lead to higher
waste volumes and capital spending by the company's major
customers, including wastehaulers and municipalities."

"Standard & Poor's expects that this should enable it maintain
financial leverage in the 4x-5x range (excluding preferred stock)
and adequate liquidity, taking into account the cyclicality of its
markets. We consider Wastequip's business risk profile as weak and
its financial risk profile as highly leveraged," Mr. Buet said.

"With manufacturing facilities across North America, Wastequip is
the largest producer of nonmobile waste-handling equipment,
including residential plastic carts, steel waste containers, and
specialty products such as hoists, compactors, and balers. Demand
for the company's products correlates somewhat with GDP and
construction spending trends, as well as with municipal budgets,
industrial activity, and waste volumes," S&P said.


WAVE SYSTEMS: Six Directors Re-Elected at Annual Meeting
--------------------------------------------------------
Wave Systems Corp. held its annual meeting of stockholders on
June 19, 2012.  At the Annual Meeting, the stockholders re-elected
John E. Bagalay, Jr., Nolan Bushnell, Robert Frankenberg, George
Gilder, John E. McConnaughy, Jr., and Steven Sprague to Board of
Directors.  The compensation of the named executive officers was
approved.  The stockholders also ratified the appointment of KPMG
LLP as the Company's independent registered public accounting firm
for 2012.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $10.79 million in 2011, a
net loss of $4.12 million in 2010, and a net loss of $3.34 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $25.57
million in total assets, $18.45 million in total liabilities and
$7.12 million in total stockholders' equity.

                           Going Concern

The Company said in its annual report for the year ended Dec. 31,
2011, that it will be required to sell additional shares of common
stock, preferred stock, obtain debt financing or engage in a
combination of these financing alternatives, to raise additional
capital to continue to fund its operations for the twelve months
ending Dec. 31, 2012.  If Wave is not successful in executing its
business plan, it will be required to sell additional shares of
common stock, preferred stock, obtain debt financing or engage in
a combination of these financing alternatives or it could be
forced to reduce expenses which may significantly impede its
ability to meet its sales, marketing and development objectives,
cease operations or merge with another company.  No assurance can
be provided that any of these initiatives will be successful.  Due
to its current cash position, capital needs over the next year and
beyond, and the uncertainty as to whether it will achieve its
sales forecast for its products and services, substantial doubt
exists with respect to Wave's ability to continue as a going
concern.


WESTERN GAS: S&P Rates Proposed $520MM Senior Bullet Notes 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured debt rating to Western Gas Partners L.P.'s proposed $520
million senior unsecured 10-year bullet notes. "The recovery
rating on the notes is '3', indicating our expectation for
meaningful recovery (50% to 70%) if a payment default occurs.
Western Gas has also completed a concurrent equity offering of 5
million common units, earlier this week," S&P said.

"The partnership will use proceeds from the unsecured note and
common unit offerings to pay down roughly $334 million of the
revolving credit facility borrowing and a $175 million issue of
2.82% notes due 2013 payable to parent Anadarko Petroleum Corp. It
will use any additional net proceeds for general partnership
purposes, the company stated. Adjusted debt leverage should range
between 3.5x to 3.0x in 2012, and liquidity should remain strong
pro forma for the issuance," S&P said.

Ratings List

Western Gas Partners L.P.
Corporate credit rating            BB+/Positive

New Rating
$520 mil senior unsecured notes    BB+
Recovery rating                   3


WIDEOPENWEST FINANCE: S&P Rates $1.02BB Sr. Unsecured Notes 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating and '6' recovery rating to the $1.02 billion of senior
unsecured notes due 2020 to be co-issued by Englewood, Colo.-based
cable service provider WideOpenWest Finance LLC (WOW) and
WideOpenWest Capital Corp. The '6' recovery rating indicates
expectations for negligible (0%-10%) recovery in the event of
payment default. The company intends to use proceeds from the
notes, along with $1.92 billion from a senior secured term loan
and $200 million of sponsor equity, to fund the acquisition of
Knology Inc. and repay existing debt.

"The 'B' corporate credit rating and stable outlook on WOW remain
unchanged and reflect a 'highly leveraged' financial risk profile,
including an aggressive shareholder-oriented financial policy. Pro
forma debt to EBITDA is elevated, at around 6.8x, and our rating
assumes that leverage will remain at 7.0x or lower over the next
two years," S&P said.

"The ratings also reflect a 'fair' business risk profile
characterized by the company's demonstrated ability to grow
revenue and EBITDA through effective bundling of its products and
its reputation for good customer service. Moreover, its
profitability measures are comparable with larger incumbent
cable operators. These factors somewhat overshadow significant
competitive pressures from financially stronger incumbent cable
operators and telephone companies, including AT&T Inc. and Verizon
Communications Inc., as well direct-to-home (DTH) satellite
providers in the video market. Our business risk profile
assessment is also based on WOW's cost disadvantages compared
with larger cable operators, particularly in negotiating
programming contracts," S&P said.

Ratings List

WideOpenWest Finance LLC
Corporate Credit Rating             B/Stable/--

New Ratings

WideOpenWest Finance LLC
Senior Unsecured
  $1.02 bil nts due 2020*            CCC+
   Recovery Rating                   6
*Co-issued by WideOpenWest Capital Corp.


WINDOW FACTORY: Ch.11 Trustee Can Hire Slater & Truwax as Counsel
-----------------------------------------------------------------
Richard M. Kipperman, the chapter 11 Trustee for The Window
Factory, Inc., sought and obtained approval from the U.S.
Bankruptcy Court to employ Slater & Truxaw LLP as general counsel.

The firm, will among other things, provide these services:

   a. advise and consult with the Chapter 11 Trustee concerning
      questions arising during the course of the proceedings and
      concerning the rights and remedies of Trustee with respect
      to the Debtor's assets and with regard to any secured,
      priority, or unsecured creditor(s);

   b. commence, appear in, prosecute and/or defend suits,
      proceedings, objections to claims before the Bankruptcy
      Court and take all necessary and proper steps incident
      thereto, and also represent the Trustee in all other
      motions, matters and things involved or connected with the
      affairs of the estate of Debtor; and

   c. represent the Chapter 11 Trustee before the Bankruptcy Court
      and any other Court with jurisdiction over the Debtor's
      estate, and assist and render advice with respect to the
      preparation of contracts, reports, accounts, applications
      and orders.

The Chapter 11 trustee attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                     About The Window Factory

American Integrity Corp., Ajit Ahooja, and Herde Computer Services
signed involuntary Chapter 11 petitions for The Window Factory,
Inc., (Bankr. S.D. Calif. Case No. 11-19842) on Dec. 8, 2011.
Judge Laura S. Taylor presides over the case.  Jeffrey D.
Schreiber, Esq., at The Schreiber Law Firm, serves as counsel to
the petitioning creditors, which allege $407,000 in total claims.

As reported in the Troubled Company Reporter on Jan. 27, 2012, the
Court entered an order for relief under Chapter 11.  Richard
Kipperman was appointed as Chapter 11 trustee.


WYLDFIRE ENERGY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Wyldfire Energy, Inc.
        1736 Leo Lane
        Palo Pinto, TX 76484

Bankruptcy Case No.: 12-70239

Chapter 11 Petition Date: June 20, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Wichita Falls)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Ronald L. Yandell, Esq.
                  LAW OFFICES OF RON L. YANDELL
                  705 Eighth Street, Suite 720
                  Wichita Falls, TX 76301
                  Tel: (940) 761-3131
                  Fax: (940) 761-3133
                  E-mail: ronyandelllaw@aol.com

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

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

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

The petition was signed by Tamara L. Ford, president.


* 9th Circ. Backs Pro-Creditor View of Ch. 7 Collateral
-------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that a Chapter 7
creditor may seize personal property that's pledged to it as
collateral and not shielded by the debtor, even if the property
isn't listed in a schedule of pledged assets filed with the
bankruptcy court, the Ninth Circuit said Thursday in a
precedential decision.

The appeals court ruling backed a May 2011 finding by the Ninth
Circuit's Bankruptcy Appellate Panel that clarified the meaning of
Section 521(a)(2) of the Bankruptcy Code, according to Bankruptcy
Law360.


* Fitch Says U.S. High Yield Default Rate Up 2% in May
------------------------------------------------------
The trailing 12-month U.S. high yield default rate rose to 2.2% in
May, topping 2% for the first time since October 2010 according to
a new report by Fitch Ratings.  May defaults, including mortgage
lender Residential Capital, affected a combined $3.9 billion in
bonds, bringing the year-to-date default tally to $9.6 billion.

The funding environment for the weakest companies in the high
yield universe began to sour in the summer of 2011, following a
further escalation in the European debt crisis, disappointing data
on the critical U.S. housing and labor markets, and disruptions
caused by the U.S. debt ceiling debate. Defaults have since been
heavily concentrated at the 'CCC' level.

The share of 'CCC' or lower rated bonds trading at the distressed
level of 80% of par or lower remains significant at $55 billion.
This is down from $65 billion at the beginning of the year but due
almost entirely to defaults leaving the universe of performing
issues.

The weighted average recovery rate on defaults through May was a
robust 56.9% of par.  However, the recovery rate on senior
unsecured bonds was relatively modest at 29.2% of par.
Exceptional recovery rates on secured bonds continue to boost the
all-in rate.  Secured bonds recovered 78% of par through May -- a
level often associated with senior secured loans.

Fitch's recent survey of the aggregate financial performance of a
large and diverse group of 303 high yield companies rated 'BB' or
'B' confirms that despite fears of a macro shock, U.S. corporate
fundamentals remain solid.  At least two-thirds of the companies
in the sample continued to report year-over-year increases in
revenue and EBITDA through the first quarter, providing a critical
support for the below-average default environment.


* Moody's Says Gov't Goals Credit Driver for National Oil Cos.
--------------------------------------------------------------
State-owned national oil companies (NOCs) vary widely from a
credit perspective, depending on the intentions of the sponsoring
government's goals, Moody's Investors Service says in a new
special comment that surveys the NOC segment of the broader global
energy industry.

The new report, "Government Goals Are a Key Credit Driver for
National Oil Companies," explains that the NOCs that Moody's rates
fit into four categories, according to the goals of the NOC's
government owner.

NOCs tend to be negatively impacted from a credit perspective when
their sponsoring governments focus on maximizing state revenue and
employment. But NOCs under governments that aim primarily to
maximize return on investment more closely resemble independent
integrated oil companies. The credit implications for these
companies tend to be positive, says Moody's.

"The ratings of most NOCs incorporate a degree of explicit or
implied government support," said Steven Wood, a Moody's Managing
Director and an author of the report. "The more closely the
government controls the NOC and its policies, the more the
company's rating ties to that of its government sponsor. Most, but
not all, NOCs have investment-grade ratings."

NOCs under governments seeking to maximize revenue and employment
include Mexico's Pemex (Baa1 stable), Indonesia's Pertamina (Baa3
stable) and Venezuela's PDVSA (B1 stable), says Moody's. But NOCs
such as Italy's Eni (A2 negative) and Norway's Statoil (Aa2
stable) operate under government owners that aim to maximize their
return on investment and value, much as an integrated oil company
would.

Most NOCs that Moody's rates fall somewhere between the two ends
of the spectrum, however. These companies include Brazil's
Petrobras (A3 stable), Malaysia's Petronas (A1 stable), China's
CNOOC (Aa3 stable) and Sinopec (unrated), and India's IOC (Baa3
stable) and ONGC (Baa1 stable).

In certain financial and operational characteristics, some NOCs
rival and even surpass their independently owned peers, such as
ExxonMobil (Aaa stable), Royal Dutch Shell (Aa1 stable) and
Chevron (Aa1 stable). Still, NOCs have different characteristics
depending on their market sector with integrated oil companies
having more in common with each other than the broader group of
NOCs, says Moody's.

Integrated companies also typically benefit from their global
refining footprints and resultant downstream performance, as NOCs
focus refining efforts within their domestic economies, says
Moody's.


* Moody's Repositions Ratings of 15 Banks  & Securities Firms
-------------------------------------------------------------
Moody's Investors Service repositioned the ratings of 15 banks and
securities firms with global capital markets operations. The long-
term senior debt ratings of 4 of these firms were downgraded by 1
notch, the ratings of 10 firms were downgraded by 2 notches and 1
firm was downgraded by 3 notches. In addition, for four firms, the
short-term ratings of their operating companies were downgraded to
Prime-2. All four of those firms also now have holding company
short-term ratings at Prime-2. The holding company short-term
ratings of another two firms were downgraded to Prime-2 as well.

"All of the banks affected by the actions have significant
exposure to the volatility and risk of outsized losses inherent to
capital markets activities", says Moody's Global Banking Managing
Director Greg Bauer. "However, they also engage in other, often
market leading business activities that are central to Moody's
assessment of their credit profiles. These activities can provide
important 'shock absorbers' that mitigate the potential volatility
of capital markets operations, but they also present unique risks
and challenges." The specific credit drivers for each affected
firm are summarized below.

The rating actions conclude the review initiated on 15 February
2012 when Moody's announced a ratings review prompted by its
reassessment of the volatility and risks that creditors of firms
with global capital markets operations face. In the past, these
risks have led many institutions to fail or to require outside
support, including several firms affected by the rating actions.
The actions, however, reflect not only the credit implications of
capital markets operations. They also reflect (i) the size and
stability of earnings from non-capital markets activities of each
firm, (ii) capitalization, (iii) liquidity buffers, and (iv) other
considerations, including, as applicable, exposure to the
operating environment in Europe, any record of risk management
problems, and risks from exposure to US residential mortgages,
commercial real estate or legacy portfolios.

Overview of the Ratings Actions

Moody's has taken action on the following holding company ratings:

Bank of America Corporation

  Long-term senior unsecured debt to Baa2 from Baa1, outlook
  negative; Short-term P-2 affirmed

Barclays plc

  Long-term issuer rating to A3 from A1, outlook negative; Short-
  term to P-2 from P-1

Citigroup Inc.

  Long-term senior debt to Baa2 from A3, outlook negative; short-
  term P-2 affirmed

Credit Suisse Group AG

  Provisional senior debt to (P)A2 from (P)Aa2, outlook stable;
  Provisional Short-term (P)P-1 affirmed

The Goldman Sachs Group, Inc.

  Long-term senior unsecured debt to A3 from A1, outlook
  negative; Short-term to P-2 from P-1

HSBC Holdings plc

  Long-term senior debt to Aa3 from Aa2, outlook negative;
  Provisional Short-term (P)P-1 affirmed

JPMorgan Chase & Co.

  Long-term senior debt to A2 from Aa3, outlook negative; Short-
  term P-1 affirmed

Morgan Stanley

  Long-term senior unsecured debt to Baa1 from A2; outlook
  negative; Short-term to P-2 from P-1

Royal Bank of Scotland Group plc

  Long-term senior debt to Baa1 from A3, outlook negative; Short-
  term P-2 affirmed

Moody's has taken action on the following operating company
ratings:

  Bank of America, N.A.

   Long-term deposit rating to A3 from A2, outlook stable; Short-
   term to P-2 from P-1

Barclays Bank plc

  Long-term issuer rating to A2 from Aa3, outlook negative;
  Short-term P-1 affirmed

BNP Paribas

  Long-term debt and deposit rating to A2 from Aa3; outlook
  stable; Short-term P-1 affirmed

Citibank, N.A.

  Long-term deposit rating to A3 from A1, outlook stable; Short-
  term to P-2 from P-1

Credit Agricole S.A.

  Long-term debt and deposit rating to A2 from Aa3, outlook
  negative; Short-term P-1 affirmed

Credit Suisse AG

  Long-term deposit and senior debt rating to A1 from Aa1,
  outlook stable; Short-term P-1 affirmed

Deutsche Bank AG

  Long-term deposit rating to A2 from Aa3, outlook stable; Short-
  term P-1 affirmed

Goldman Sachs Bank USA

  Long-term deposit rating to A2 from Aa3, outlook stable; Short-
  term P-1 affirmed

HSBC Bank plc

  Long-term deposit rating to Aa3 from Aa2, outlook negative;
  Short-term P-1 affirmed

JPMorgan Chase Bank, N.A.

  Long-term deposit rating to Aa3 from Aa1, outlook stable;
  Short-term P-1 affirmed

Morgan Stanley Bank, N.A.

  Long-term deposit rating to A3 from A1, outlook stable; Short-
  term to P-2 from P-1

Royal Bank of Canada

  Long-term deposit rating to Aa3 from Aa1, outlook stable;
  Short-term P-1 affirmed

Royal Bank of Scotland plc

  Long-term deposit rating to A3 from A2; outlook negative;
  Short-term to P-2 from P-1

Societe Generale

  Long-term debt and deposit to A2 from A1; outlook stable;
  Short-term P-1 affirmed

UBS AG

  Long-term debt and deposit to A2 from Aa3, outlook stable;
  Short-term P-1 confirmed.

Please click on the following link to access the full list of
affected credit ratings. This list is an integral part of this
press release and identifies each affected issuer:
http://www.moodys.com/viewresearchdoc.aspx?docid=PBC_143274

RATINGS RATIONALE -- Standalone Credit Drivers

Moody's assessment of each firm's standalone credit profile led to
the following relative positioning of the firms:

-- FIRST GROUP

The first group of firms includes HSBC, Royal Bank of Canada and
JPMorgan. Capital markets operations (and the associated risks)
are significant for these firms. However, these institutions have
stronger buffers, or 'shock absorbers,' than many of their peers
in the form of earnings from other, generally more stable
businesses. This, combined with their risk management through the
financial crisis, has resulted in lower earnings volatility.
Capital and structural liquidity are sound for this group, and
their direct exposure to stressed European sovereigns and
financial institutions is contained.

Firms in this group now have standalone credit assessments of a3
or better (on a scale from aaa, highest, to c, lowest). Their main
operating companies now have deposit ratings of Aa3, and their
holding companies, where they exist, have senior debt ratings
between Aa3 and A2. Their short-term ratings are Prime-1 at both
the operating and holding company level.

-- SECOND GROUP

The second group of firms includes Barclays, BNP Paribas, Credit
Agricole SA (CASA), Credit Suisse, Deutsche Bank, Goldman Sachs,
Societe Generale and UBS. Many of these firms rely on capital
markets revenues to meet shareholder expectations. Their relative
position reflects a combination of differentiating and sometimes
adverse factors. Capital markets operations constitute a large
part of the overall franchises for Credit Suisse, Goldman Sachs,
Barclays, and Deutsche Bank, but less so for UBS, Societe
Generale, BNP Paribas and CASA's cooperative group, Groupe Credit
Agricole.

Other factors contribute to the relative positioning. For example,
Barclays, BNP Paribas and Groupe Credit Agricole have, to varying
degrees, relatively robust shock absorbers. Exposure to capital
markets businesses is very high for Goldman Sachs, but this is
balanced by a record of effective risk management. Barclays, BNP
Paribas, Groupe Credit Agricole, and Deutsche Bank also have
sizeable but varying degrees of exposure to weaker European
economies. Some firms are relatively weak with regard to
structural liquidity or reliance on wholesale funding.

Firms in this group now have standalone credit assessments of baa1
or baa2. Their deposit ratings range between A1 and A2, and their
short-term ratings are Prime-1 at the operating company level.
Their holding companies, where they exist, have senior debt
ratings between A2 and A3 and short-term ratings between Prime-1
and Prime-2.

-- THIRD GROUP

The third group of firms includes Bank of America, Citigroup,
Morgan Stanley, and Royal Bank of Scotland. The capital markets
franchises of many of these firms have been affected by problems
in risk management or have a history of high volatility, while
their shock absorbers are in some cases thinner or less reliable
than those of higher-rated peers. Most of the firms in this group
have undertaken considerable changes to their risk management or
business models, as required to limit the risks from their capital
markets activities. Some are implementing business strategy
changes intended to increase earnings from more stable activities.
These transformations are ongoing and their success has yet to be
tested. In addition, these firms may face remaining risks from
run-off legacy or acquired portfolios, or from noteworthy exposure
to the euro area debt crisis.

Firms in this group now have standalone credit assessments of
baa3. Their deposit ratings are A3 at the operating company level.
Their holding companies, where they exist, have senior debt
ratings between Baa1 and Baa2. Their short-term ratings are Prime-
2 at both the operating and holding company level.

Moody's has published a special comment titled "Key Drivers of
Rating Actions on Firms with Global Capital Markets Operations"
(http://www.moodys.com/viewresearchdoc.aspx?docid=PBC_143246),
which provides more detail, including the rating rationale for
each firm affected by the actions.

RATINGS RATIONALE - Senior Debt and Deposits

Moody's systemic support assumptions for firms with global capital
markets operations remain high, given their systemic importance,
and have not been a key driver of the rating actions. While
Moody's recognizes the clear intent of governments around the
world to reduce support for creditors, the policy framework in
many countries remains supportive for now, not least because of
the economic stress currently stemming from the euro area and the
potential systemic repercussions of large, disorderly bank
failures and the difficulty of resolving large, complex and
interconnected institutions.

However, reflecting the view that government support is likely to
become less certain and predictable over time, Moody's has
assigned negative outlooks on certain supported ratings of
entities affected by the actions, particularly at the holding
company level, as discussed in detail in the firm-specific
summaries below. Moody's view on support considers efforts by
policymakers globally to create resolution and bail-in regimes
that allow for more flexible and limited support in a stress
scenario.

RATINGS RATIONALE -- Subordinated Debt And Hybrids

In addition, Moody's has downgraded the subordinated debt and
hybrid ratings of the firms whose senior debt ratings have been
repositioned. The downgrades reflect the revised senior debt
ratings and, in some cases, also the removal of systemic support
assumptions from subordinated debt classes. In Moody's view,
systemic support in many countries is no longer sufficiently
predictable and reliable going forward to warrant incorporating
systemic-support driven uplift into these debt ratings.

Rating Implications For Some Subsidiaries Will Be Assessed
Separately

Moody's has also taken rating actions on a number of subsidiaries
and legal entities of firms with global capital markets
activities, as summarized below. However, for some other
subsidiaries of firms included in the announcement, Moody's will
separately assess the impact of their parents' reduced credit
strength.

Rating Reviews of MacQuarie and Nomura Were Concluded Earlier

Of the 17 banks and securities firms with global capital market
operations that were placed on review for downgrade in February,
the reviews of two firms were concluded separately.

ISSUER SPECIFIC CONSIDERATIONS (ALPHABETICAL ORDER)

BANK OF AMERICA

Bank of America Corporation's (BAC) senior unsecured debt ratings
were downgraded to Baa2 from Baa1 and the deposit ratings of Bank
of America, N.A. (BANA) were downgraded to A3/Prime-2 from
A2/Prime-1. Bank of America Corporation's Prime-2 short-term
rating was affirmed. Moody's also downgraded the bank's standalone
credit assessment to D+/baa3 from C-/baa2. The outlook on the
standalone credit assessment and the ratings of BAC's operating
subsidiaries is stable, while that on the senior debt and
subordinated debt ratings of (or guaranteed by) the parent holding
company is negative.

BAC's ratings benefit from three notches of uplift from the
standalone credit assessment at the subsidiary bank level, and two
notches of uplift at the holding company level, reflecting Moody's
assumptions about the very high likelihood of support from the US
government for bondholders or other creditors in the event that
such support is required to prevent a default.

The lowering of the standalone credit assessment to baa3 positions
Bank of America in the third group of firms with significant
global capital markets activities. This position reflects (i) the
large absolute size and funding requirements of the bank's capital
markets activities; (ii) the bank's relatively high historical
earnings volatility and the problems in risk management and
controls it experienced during the crisis, and (iii) constraints
on the ability of Bank of America's other businesses to provide
strong earnings buffers to protect against capital markets risks,
given the potential for additional losses on the bank's large
residential mortgage-related exposures (including its mortgage-
related litigation exposures). Partly mitigating these risks are
(i) the bank's sound structural liquidity profile and large global
excess liquidity pool; (ii) its improving capital levels and
leverage that is below that of many of its peers; and (iii)
enhancements to corporate governance and the risk management
function.

The stable outlook on Bank of America's standalone credit
assessment and its bank-level ratings reflects the view that these
risk factors have now been fully incorporated into the bank's
ratings. A significant reduction in the bank's mortgage-related
exposures could lead to upward pressure on the rating, while any
indications of control failures, a marked increase in risk
appetite or deterioration in capital levels would lead to downward
pressure on the ratings.

The negative outlook on the parent holding company's supported
ratings reflects Moody's view that government support for US bank
holding company creditors is becoming less certain and less
predictable, given the evolving attitude of US authorities to the
resolution of large financial institutions, whereas support for
creditors of operating entities remains sufficiently likely and
predictable to warrant stable outlooks.

BARCLAYS

Barclays Bank (Barclays) plc's long-term deposit and debt ratings
were downgraded to A2 from Aa3 and the bank's Prime-1 short-term
ratings were affirmed. The bank's standalone credit assessment was
lowered to C-/baa2 from C/a3. The senior debt and deposit ratings
benefit from three notches of uplift from the standalone rating,
reflecting Moody's expectation of a very high probability of
government support for the bank in the event of stress. The
ratings of the holding company, Barclays plc, were downgraded to
A3/ P-2 from A1/P-1. The outlook on the C- standalone rating is
stable, whereas that on the A2 long-term deposit rating is
negative, reflecting the view that government support for large UK
banks will reduce over the medium term.

The lowering of the standalone credit assessment to baa2 places
Barclays in the second group of firms with significant global
capital market activities, that is, those with baseline credit
assessments of baa1 or baa2. This position reflects (i) a
relatively high proportion of revenues and earnings from global
investment banking (GBP10.3 billion, representing 40% of revenues
adjusted for fair value of own debt over 2009 - 2011); (ii)
concentration risks inherent in investment banking (particularly
to other financial institutions); and (iii) sensitivity to the
weak operating environment in Europe, given the bank's operations
in Spain and Italy, as well as to the challenging environment in
the UK. These factors are somewhat mitigated by (i) strong
franchises in non-investment banking activities (albeit not all
producing the returns targeted by management); (ii) track record
of low historical earnings volatility compared with the peer
group; (iii) good liquidity management, including a high-quality
liquidity buffer, and an adequate funding profile; and (iv)
capital levels that remain resilient under stress tests.

The stable outlook on Barclays' standalone credit assessment
reflects the view that capital markets-related risk factors have
now been fully incorporated into the bank's ratings.

If the more immediate risks in the operating environment in the UK
and Europe were to recede or Barclays were to significantly
strengthen the profitability of its non-investment banking
businesses, the bank's ratings could come under upward pressure.
On the other hand, any indications of control failures, a marked
increase in risk appetite or a deterioration in capital levels
could lead to downward pressure on the ratings.

BNP PARIBAS

BNP Paribas's (BNPP) long-term debt and deposit ratings were
downgraded by two notches, to A2 from Aa3. The bank's Prime-1
short-term rating was affirmed. The standalone credit assessment
was lowered by two notches, to C-/baa2 from C/a3. The outlook on
both the standalone credit assessment and the long-term debt and
deposit ratings is stable.

Senior debt and deposit ratings are rated A2 and incorporate three
notches of uplift from government support assumptions.

BNPP's dated subordinated and junior subordinated debt ratings
were downgraded to Baa3 and (P)Ba1, respectively (one and two
notches below its baa2 standalone credit assessment). The
downgrades reflect the removal of government support assumptions
from the dated subordinated debt instruments. In Moody's view,
government support in many European countries, including France,
is no longer sufficiently predictable and reliable to warrant
incorporating government support-driven uplift into these debt
ratings. Ratings on preference shares were downgraded by two
notches, to Ba2(hyb), and continue to be positioned three notches
below the standalone credit assessment.

The lowering of the standalone credit assessment to baa2 places
BNPP in the second group of firms with significant global capital
market activities. This position reflects (i) the significant
proportion of BNPP's revenues generated by its capital markets
business, which contributed 18% of group revenues on average
between 2009 and 2011, and is a very significant business in its
own right; (ii) the view that BNPP is more dependent on short-term
wholesale funding and its liquidity position weaker compared to
many of its global peers; and (iii) BNPP's large exposures to
economies under pressure from the broader euro area crisis, in
particular Italy through its subsidiary BNL, which has a loan book
of EUR71 billion, in addition to BNPP's portfolio of sovereign
bonds, of which EUR11 billion are Italian.

These factors are somewhat mitigated by BNPP's (i) broad spread of
generally strong businesses, predominantly in retail and
commercial banking, which provide a more dependable stream of
earnings and resultant advantages in terms of risk diversification
and loss absorption capacity; (ii) strengthened capital position
in anticipation of Basel III standards; (iii) materially reduced
dependence on short-term US dollar funding, which proved
unreliable; and (iv) relatively good track record in terms of risk
management, including in its capital markets business.

BNPP's ratings could come under upward pressure from a combination
of (i) a material structural improvement in the bank's liquidity
and funding position; (ii) a reduction in the weight of the
capital markets business within the group; and (iii) improving
conditions in European markets. On the other hand, any indications
of control failures, an increase in risk appetite or a willingness
to increase leverage could lead to downward pressure on the bank's
ratings.

BANCA NAZIONALE DEL LAVORO

Banca Nazionale del Lavoro's (BNL) long- and short-term deposit
ratings were downgraded by three notches, to Baa2 (negative
outlook)/Prime-2 from A2/Prime-1. This was prompted by the
downgrade of its BFSR to D+ with a negative outlook (mapping to a
ba1 standalone credit assessment), from C-/baa1.

The downgrade of BNL's standalone credit assessment reflects the
combined pressures on the bank's asset quality, profitability and
funding from the difficult operating environment. It also reflects
BNL's reliance on parental funding.

BNL's long-term global local-currency (GLC) deposit rating is
Baa2, based on Moody's assessment of a very high probability of
support from parent BNPP and a high probability of government
support, if needed, which results in two notches of rating uplift
from the ba1 standalone credit assessment. The negative outlook
reflects the challenging operating environment in Italy.

With a reported problem loan ratio of 12.3% in 2011 (compared with
11.2% for the system), up from 10.6% in 2010, the bank's focus on
midsize corporate loans in central and southern Italy has weakened
its asset quality. Profitability was low in 2011 and is unlikely
to improve significantly in 2012. These factors create some
vulnerability in BNL's capital under Moody's central scenario.

With loans equivalent to a high 212% of retail funding, BNL's
reliance on the ECB is above that of its Italian peers; it also
relies heavily on BNPP. Moody's believes that over time BNL may be
required to reduce its use of parental funding, which may in turn
create pressure to reduce its own balance sheet.

FORTIS BANK

Fortis Bank SA/NV's (Fortis Bank) long-term debt and deposit
ratings were downgraded by one notch, to A2 from A1, and are now
in line with those of BNPP. The bank's Prime-1 short-term rating
was affirmed. The C-/baa1 standalone credit assessment is
unaffected by the rating actions. The rating action reflects the
downgrade of BNPP and the resultant impact on the parental support
assumptions Moody's incorporates into its long-term ratings.
Further, the bank's dated subordinated and junior subordinated
debt ratings were downgraded to Baa2 and Baa3(hyb), respectively
(one and two notches below its baa1 standalone credit assessment),
following the removal of government support assumptions. The
outlook on all the ratings is stable.

BGL BNP PARIBAS

BGL BNP Paribas's long-term debt and deposit ratings were
downgraded by one notch, to A2 from A1, and are in line with those
of BNPP. The Prime-1 short-term rating was affirmed. The C/a3
standalone credit assessment is unaffected by the rating actions.
The rating action reflects the downgrade of BNPP and the resultant
impact on the parental support assumptions Moody's incorporates
into its long-term ratings. Further, the bank's dated subordinated
and junior subordinated debt ratings were downgraded to Baa1 and
(P)Baa2, respectively (one and two notches below its a3 standalone
credit assessment), following the removal of government support
assumptions. The outlook on all the ratings is stable.

CITIGROUP

Citigroup Inc.'s (Citi) long-term senior rating was lowered to
Baa2 from A3. Citigroup Inc.'s Prime-2 short-term rating was
affirmed. In addition, the long-term and short-term deposit
ratings of Citibank N.A. were lowered to A3 and Prime-2 from A1
and Prime-1, respectively. Moody's also downgraded the bank's
standalone credit assessment to D+/baa3 from C-/baa1. The outlook
on the standalone credit assessment and the ratings of Citi's
operating subsidiaries are stable, while that on the senior debt
and subordinated debt ratings of (or guaranteed by) the parent
holding company is negative.

Citi's ratings benefit from three notches of uplift from the
standalone credit assessment at the subsidiary bank level, and
from two notches of uplift at the holding company level,
reflecting Moody's assumption of a very high likelihood of
government support for bondholders or other creditors in the event
such support was required to prevent a default.

Citi is in the third group of firms with significant global
capital markets activities. This position reflects i) the bank's
very high commitment to the capital markets; ii) the bank's
historically high earnings volatility and the problems Citi
experienced during the crisis in terms of risk management and
controls; and iii) the challenges of instilling a risk culture
that results in low volatility, considering Citi's commitment to
the capital markets business and the pressure to return capital to
shareholders. Partly mitigating these factors are (i) Citi's
sizable "shock absorbers" in the form of earnings from other, more
stable businesses, although this benefit is somewhat less than it
is for banks with a dominant domestic franchise. Other mitigating
factors are the bank's (ii) strong liquidity; (iii) sound capital;
and (iv) the visible progress Citi has made in rebuilding its
corporate governance and risk management structure.

The stable outlook (on Citi's standalone credit assessment and its
bank-level ratings) reflects the view that these risk factors have
now been fully incorporated into the bank's ratings. Upward rating
pressure would emerge if Moody's felt that Citi's improved risk
management structure had traction throughout the bank's large and
complex global network. Signals of traction would include a
superior comparative performance in adverse market conditions.
Other indicators would be conservative capital management and
maintenance of a prudent liquidity profile. Upward rating pressure
would also emerge if Citi were successful in gaining market share,
in a controlled manner, in its global branch banking business. Any
indications of control failures, a marked increase in risk
appetite or deterioration in capital levels would lead to downward
rating pressure.

The negative outlook on the holding company ratings reflects
Moody's view that government support for US bank holding company
creditors is becoming less certain and less predictable, given the
evolving attitude of US authorities to the resolution of large
financial institutions, whereas support for creditors of operating
entities remains sufficiently likely and predictable to warrant
stable outlooks.

CREDIT AGRICOLE SA

Credit Agricole SA's (CASA) long-term debt and deposit ratings
were downgraded by two notches, to A2 from Aa3. The bank's Prime-1
short-term rating was affirmed. The standalone credit assessment
was lowered by three notches, to D/ba2 from C-/baa2, and the
adjusted baseline credit assessment -- incorporating cooperative
support from Groupe Credit Agricole (GCA) -- to baa2 from a3. The
outlook on both the standalone credit assessments and the long-
term debt and deposit ratings is negative.

The bank's senior debt and deposit ratings are rated A2 and
incorporate three notches of uplift from government support
assumptions.

CASA's dated subordinated and junior subordinated debt ratings
were downgraded to Baa3 and Ba1(hyb), respectively (one and two
notches below its baa2 adjusted BCA). The downgrade reflects the
removal of government support assumptions from the dated
subordinated debt instruments. In Moody's view, government support
in many European countries, including France, is no longer
sufficiently predictable or reliable to warrant incorporating
government support-driven uplift into these debt ratings. The
ratings on preference shares were downgraded by two notches, to
Ba2(hyb), and continue to be positioned three notches below the
baseline credit assessment.

The lowering of the adjusted baseline credit assessment to baa2
places CASA in the second group of firms with significant global
capital market activities. This position reflects (i) the risks to
CASA from its significant exposure to the Greek economy,
particularly in view of the EUR4.6 billion of financing currently
extended to its local subsidiary, Emporiki (Caa2, E/caa3
negative); and (ii) the bank's greater dependence compared to many
peers on short-term wholesale funding and a higher reliance on
central bank eligible loans for its liquidity reserves, which
Moody's thus considers to be of lower intrinsic quality. Moody's
considers that capital markets activities, which have contributed
about 8% of group revenue over the past three years, are a more
marginal risk factor for CASA than for most other banks, even if
their earnings remain volatile.

Moody's also recognizes some mitigating factors: (i) GCA is
primarily a retail and commercial bancassurance group whose
activities generate stable revenue streams, which allows the group
to withstand substantial shocks within its smaller, more volatile
business lines; (ii) the group has taken strategic decisions to
reduce its riskier activities and has invested in improving its
risk management; and (iii) group capital resources have been
increased, and display a good level of resistance under Moody's
stress tests.?

The negative outlook on the standalone credit assessment and long-
term ratings recognizes that the balance of risks lies to the
downside, given the increased probability Moody's attaches to a
potential exit of Greece from the euro area. Although such an
event would likely be financially manageable for the group, it
would nonetheless be very significant. An increase in the
likelihood of a Greek exit could result in further downward rating
pressure. ?

Given the negative outlook on long-term ratings and the BFSR, the
probability of an upgrade is low for either rating. The outlook
could revert to stable if the risks associated with a Greek exit
from the euro area subside significantly, such that CASA's
standalone credit strength stabilizes.

Downward pressure on the ratings could result from (i) an increase
in the risk of a Greek exit from the euro area; (ii) further
deterioration in funding conditions; (iii) an aggressive
recommitment to the capital markets business, as evidenced through
greater balance sheet usage or market risk appetite; (iv) a
weakening in the availability of cooperative support mechanisms;
and/or (v) a marked weakening in the capacity or willingness of
the French government to provide support for the benefit of
creditors.

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (CACIB)

CACIB's long-term debt and deposit ratings were downgraded by two
notches, to A2 from Aa3, in line with those of CASA. The Prime-1
short-term rating was affirmed. The standalone credit assessment
was lowered by one notch, to D-/ba3 from D/ba2, and the adjusted
baseline credit assessment -- incorporating cooperative support
from GCA -- to baa2 from a3. The lowering of CACIB's standalone
credit assessment reflects principally the wholesale bias of
CACIB, and hence its exposure to both capital markets and funding
constraints, as evidenced by its current deleveraging program. The
outlook on the standalone credit assessment is stable and that on
the long-term debt and deposit ratings is negative. The downgrade
in the long-term rating principally reflects the decline in the
creditworthiness of GCA, which Moody's expects to support CACIB in
the event of need.

LE CREDIT LYONNAIS SA (LCL)

LCL's long-term debt and deposit ratings were downgraded by two
notches, to A2 from Aa3, in line with those of CASA. The Prime-1
short-term rating was affirmed. The standalone credit assessment
was lowered by one notch, to C/a3 from C+/a2. The outlook on the
standalone credit assessment is stable and that on the long-term
debt and deposit is negative. The lowering of LCL's standalone
credit assessment reflects the more difficult operating
environment in which LCL operates, and which is expected to
modestly impact profitability and asset quality going forward. The
downgrade of the long-term debt and deposit ratings for the most
part reflects the decline in the creditworthiness of GCA, which
Moody's expects to support LCL in the event of need.

CREDIT SUISSE

Credit Suisse AG's deposit and senior debt ratings were downgraded
to A1 from Aa1 and the bank's Prime-1 short-term rating was
affirmed. The bank's standalone credit assessment was downgraded
to C-/baa1 from B/aa3. The provisional senior debt ratings of the
bank's parent holding company, Credit Suisse Group AG, were
downgraded to (P)A2 from (P)Aa2 and its provisional short-term
rating was affirmed at (P)Prime-1. The outlook on all the ratings
is stable.

Credit Suisse's deposit and senior debt ratings benefit from three
notches of uplift from the bank's standalone credit assessment,
reflecting Moody's assumptions about a very high likelihood of
support from the Swiss government for senior bondholders and other
senior creditors in the event that such support was required to
prevent a default.

On the other hand, Credit Suisse's subordinated debt ratings (at
Baa2 for Credit Suisse AG) are now notched off the bank's
standalone credit assessment, following the removal of the
assumption of government support for this class of debt at Swiss
banks. Moody's views government support for the subordinated debt
of Swiss banks as no longer sufficiently predictable or reliable
to warrant incorporating any related uplift into its ratings.

The lowering of the standalone credit assessment to baa1 positions
Credit Suisse in the second group of firms with significant global
capital markets activities. This position reflects (i) a
relatively high proportion of revenues and earnings from, and a
clear commitment to, the global capital markets business; (ii) the
large absolute size of the bank's wholesale funding requirements;
and (iii) relatively high historical earnings volatility. These
factors are partly mitigated by (i) the stable stream of earnings
from the bank's wealth management and Swiss banking businesses;
(ii) a highly pro-active approach to risk management; (iii) a
sound structural liquidity profile and strong liquidity risk
management; (iv) an improving capital position that is expected to
result in lower leverage and capital ratios above the average for
the bank's peers; and (v) resilience to the weak operating
environment in Europe, given low exposures to peripheral Europe
and Switzerland's perceived safe-haven status among investors.

The stable outlook on Credit Suisse's ratings reflects the view
that capital markets-related risk factors have now been fully
incorporated into the bank's ratings. Given the bank's high
ratings compared with those of most of its global capital markets
peers, Moody's does not expect significant upward pressure on the
bank's ratings absent a significant reduction in the bank's
reliance on earnings from its capital markets business. Any
indications of control failures, a marked increase in risk
appetite, a significant decline in the Swiss economy or
deterioration in capital levels would lead to downward pressure on
the ratings.

DEUTSCHE BANK AG

Deutsche Bank AG's long-term deposit ratings were downgraded to A2
from Aa3. The downgrade resulted from the lowering of Deutsche
Bank's standalone credit assessment to C-/baa2 from C+/a2. The
outlook on all the ratings is stable. All the bank's Prime-1
short-term ratings were affirmed. This rating action is consistent
with Moody's 15 February guidance and concludes a review for
downgrade undertaken as part of an industry review of global
investment banks.

Deutsche Bank AG's debt and deposit ratings benefit from three
notches of uplift from the standalone credit assessment,
reflecting Moody's assumptions about a very high likelihood of
support from the German government for senior bondholders in the
event such support was required to prevent a default.

The lowering of the standalone credit assessment to baa2 positions
Deutsche Bank in the second group of firms with significant global
capital markets activities. The position in the second group
reflects Deutsche Bank's (i) very large capital markets business
(representing 45% of firm-wide revenues in 2011) and unwavering
commitment to these businesses; (ii) relatively high level of
secured and unsecured wholesale funding within the overall balance
sheet; (iii) balance sheet leverage that is higher than the
industry average; and (iv) its vulnerabilities to weaknesses in
the euro area. These factors are partly mitigated by Deutsche
Bank's (i) more stable earnings from private clients, asset
management and global transaction banking; (ii) an acceptable
structural liquidity position and strengthened liquidity pool; and
(iii) adequate capital levels relative to Moody's stress
assumptions on the bank's loan book.

The expectation that these risk factors have been fully
incorporated into the current standalone rating underlies the
stable outlook on the bank's BFSR. However, any indications of
control failures, a marked increase in risk appetite, or a
willingness to increase leverage could lead to downward pressure
on the ratings. Upward rating pressure could develop if Deutsche
Bank were to scale back its ambitions in capital markets
businesses (which Moody's considers unlikely), or if more
predictable business lines become a much larger portion of the
earnings mix.

GOLDMAN SACHS

The Goldman Sachs Group, Inc.'s senior unsecured debt ratings and
short-term ratings were downgraded to A3/Prime-2 from A1/Prime-1
and the long-term deposit ratings of Goldman Sachs Bank USA to A2
from Aa3. The Goldman Sachs Bank USA's Prime-1 short-term rating
was affirmed. Moody's also downgraded Goldman Sachs' standalone
credit assessment, to C-/baa1 from B-/a1. The outlook on the
standalone credit assessment and the ratings of Goldman Sachs'
operating subsidiaries is stable, while that on the senior debt
and subordinated debt ratings of (or guaranteed by) the parent
holding company is negative.

Goldman Sachs' ratings benefit from two notches of uplift from the
standalone credit assessment at the subsidiary bank level and at
the holding company, reflecting Moody's assumptions about a high
likelihood of support from the US government for bondholders or
other creditors in the event such support was required to prevent
a default.

The lowering of the standalone credit assessment to baa1 positions
Goldman Sachs in the second group of firms with significant global
capital markets activities. The position in the second group
reflects Goldman Sachs' (i) clear commitment to the global capital
markets business; (ii) its lack of significant earnings from other
more stable businesses; and (iii) the large absolute size of its
wholesale funding requirements. These factors are partly mitigated
by (i) the firm's superior track record of risk management and
comprehensive risk controls; (ii) moderate historical earnings
volatility compared with that of many of its peers; (iii) low
leverage; and (iv) a large positive structural liquidity position.

The stable outlook on Goldman Sachs' standalone credit assessment
and the ratings of its operating subsidiaries reflects the view
that the risk factors related to capital markets activities are
now fully incorporated into the bank's ratings. Moody's does not
expect significant upward pressure on the ratings, absent a
significant reduction in the firm's reliance on earnings from its
capital markets business. Any indications of control failures, a
marked increase in risk appetite or deterioration in leverage or
other capital metrics would lead to downward pressure on the
ratings.

The negative outlook on the parent holding company reflects
Moody's view that government support for US bank holding company
creditors is becoming less certain and less predictable, given the
evolving attitude of US authorities to the resolution of large
financial institutions, whereas support for creditors of operating
entities remains sufficiently likely and predictable to warrant
stable outlooks.

HSBC

HSBC Holdings' senior debt rating was downgraded to Aa3 from Aa2.
The provisional short-term rating was affirmed at (P)Prime-1.
Moody's considers the intrinsic standalone financial strength of
the consolidated group as equivalent to a1, one notch lower than
previously. The group benefits from two notches of uplift from
government support assumptions, and the rating of HSBC Holdings is
notched down by one notch for the structural subordination of the
holding company. The outlook on the Aa3 long-term debt rating is
negative, reflecting the view that government support for large UK
banks may be lowered over the medium term.

The downgrade of HSBC Holdings' ratings positions the group in the
first group of firms with global capital market activities, that
is, with baseline credit assessments of a3 and above. This
position reflects (i) HSBC's moderately large capital markets
operation, which emphasizes plain vanilla businesses (Moody's
estimates that the capital market activities within Global Banking
& Markets represent 10%--15% of the group's total revenues); and
(ii) interconnectedness with other, often less highly rated,
financial institutions, given the size and presence of the group
and its role in the interbank and repo market.

Despite the downgrade, Moody's still views HSBC as one of the
strongest banking groups globally. This view is supported by (i)
low historical earnings volatility across the group due to very
strong geographic diversification, which has enabled the group to
absorb even large losses in certain businesses; and (ii) a
conservative funding profile based on a strong global retail
deposit base and a strict liquidity framework at each subsidiary.

The subordinated and junior capital instruments of HSBC Holdings
have been downgraded by two notches, as they are notched down from
the standalone intrinsic strength of the group, but now also
incorporate one notch for the structural subordination of the
holding company.

HSBC BANK

HSBC Bank's senior debt and deposit ratings were downgraded by one
notch, to Aa3 from Aa2, and the bank's standalone ratings to C/a3
from C+/a2. The Prime-1 short-term rating was affirmed. The senior
debt and deposit ratings of HSBC Bank, which represents the
group's European operations, benefit from a very high level of
support from the consolidated HSBC group, which has an intrinsic
financial strength of a1 (two notches of uplift), and from very
high government support assumptions (one notch of uplift). The
outlook on the standalone rating is stable, and that on the senior
debt and deposit ratings is negative, reflecting the view that
government support for large UK banks may be lowered over the
medium term.

The downgrade reflects the fact that as one of four hubs within
the HSBC group for capital market activities, HSBC Bank has a
relatively high proportion of such activities, which can increase
the volatility of its earnings. The downgrade also incorporates
the fact that the bank operates in tougher operating environments
in the UK and Europe.

Offsetting these risks, HSBC Bank benefits from a strong franchise
in UK retail and commercial banking, good capitalization, a strong
liquidity and funding profile and a conservative risk culture.

Upward pressure on the standalone ratings over the medium term
could result from a further reduction in the bank's ABS exposures
and a decreased reliance on the more volatile capital markets
earnings streams.

Deterioration in financial performance, a further weakening of the
capital base and/or a significant decline in asset quality that
places stress on the capital base could lead to downward pressure
on the standalone rating.

The subordinated and junior capital instruments of HSBC Bank have
been confirmed at their current level, as Moody's is notching them
down from the adjusted baseline credit assessment, which remains
at a1, to recognize the expectation of a very high level of group
support for this entity, in line with other group entities.

HSBC FRANCE

HSBC France's bank financial strength rating was downgraded to C-
from C, equivalent to a baseline credit assessment of baa2, and
its long-term rating to A1 from Aa3. The short-term ratings were
affirmed at Prime-1. The rating outlook is stable.

The downgrade of HSBC France's standalone bank financial strength
rating reflects Moody's expectation of further pressure on the
bank's profitability in the current environment, and also
incorporates the challenges facing institutions with large capital
markets activities.

HSBC France derives a significant proportion of its earnings from
its global banking and markets activities, particularly from its
rates business (government bond trading). This reflects HSBC
France's role as a hub for all euro area sovereign trading of the
HSBC group, and renders the bottom-line profitability at the HSBC
France level inherently more volatile. Evidence of this volatility
are the market losses it took in Q4 2011 on its euro area
sovereign exposures to France and Italy, which resulted in a 70%
drop in net profitability at fiscal year-end 2011.

The downgrade of the bank's standalone credit assessment reflects
Moody's expectation that the continued challenges facing
sovereigns in the euro area will likely continue to pressure the
performance of the rates activities, the main contributor to the
bank's bottom-line profitability in recent years.

Set against these weaknesses, the bank's standalone financial
strength is supported by an adequate level of capitalization and
strong liquidity positioning. HSBC France's bank financial
strength rating also reflects the tangible benefits of being
highly integrated within the HSBC group, which has a global reach,
and of its role as an important hub for the group's global banking
and markets activities.

JP MORGAN CHASE

JP Morgan Chase & Co.'s senior long-term debt was downgraded to A2
from Aa3. At the bank level, JP Morgan Chase Bank's long-term
deposit and debt ratings were downgraded to Aa3 from Aa1. All
Prime-1 short-term ratings were affirmed. The downgrade resulted
from the lowering of JP Morgan's standalone credit assessment to
C/a3 from B/aa3. The outlook on the standalone credit assessment
and the ratings of JP Morgan's operating subsidiaries is stable,
while that on the senior debt and subordinated debt ratings of (or
guaranteed by) the parent holding company is negative.

JP Morgan's ratings benefit from three notches of uplift from the
standalone credit assessment at the bank level, and from two
notches of uplift at the holding company, reflecting Moody's
assumptions about a very high likelihood of support from the US
government for bondholders or other creditors in the event such
support was required to prevent a default.

The negative outlook on the parent holding company reflects
Moody's view that government support for US bank holding company
creditors is becoming less certain and less predictable, given the
evolving attitude of US authorities to the resolution of large
financial institutions, whereas support for creditors of operating
entities remains sufficiently likely and predictable to warrant
stable outlooks.

The lowering of the standalone credit assessment to a3 positions
JP Morgan in the first group of firms with significant global
capital market activities. This position reflects the risks
related to JP Morgan's (i) very large capital markets business
(representing 26% of reported firm-wide revenues in 2011); (ii)
relatively high absolute level of secured and unsecured wholesale
funding within the overall balance sheet; and (iii) the recent
control failure within its Chief Investment Office (CIO), which
has tarnished JP Morgan's otherwise strong track record of risk
management. These factors are mitigated by (i) JP Morgan's
diversified and sustainable earnings streams from its five other
lines of business; (ii) relatively low earnings volatility
compared with the peer group; (iii) good structural liquidity and
large liquidity pool; (iv) capital levels that are solid and
resilient under Moody's stress tests; and (iv) leverage that is
below the industry median.

JP Morgan's recently announced loss within the CIO was an
important factor in the downgrade of the standalone credit
profile. It illustrates the challenges of monitoring and managing
risk in a complex global organization -- and highlights the
opacity of such risks. The firm has substantial earnings and
liquidity, which affords it the time to work out of the positions.
Management is also acting aggressively to stem the losses and has
already added new controls to the CIO.

These risk factors have been fully incorporated into the current
standalone assessment. Since JP Morgan is positioned in the first
group of firms with global capital markets operations, upward
pressure on the rating is unlikely, absent a material shrinking
and de-risking of the investment bank, which Moody's does not
anticipate. Any further control failures, a marked increase in
risk appetite or a willingness to increase leverage could lead to
downward pressure on the ratings.

MORGAN STANLEY

Morgan Stanley's senior unsecured long-term debt ratings were
downgraded to Baa1 from A2 and the long-term deposit and issuer
ratings of Morgan Stanley Bank, N.A. were downgraded to A3 from
A1. The short-term ratings of both firms were lowered to Prime-2
from Prime-1. Moody's also downgraded Morgan Stanley's standalone
credit assessment, to D+/baa3 from C/a3. The outlook on the
standalone credit assessment and the ratings of Morgan Stanley's
operating subsidiaries is stable, while that on the senior debt
and subordinated debt ratings of (or guaranteed by) the parent
holding company is negative.

Morgan Stanley's ratings benefit from three notches of uplift due
to external support assumptions. This includes one notch of uplift
from its largest shareholder, Mitsubishi UFJ Financial Group
(MUFG, deposits Aa3, standalone credit assessment at C/a3 at Bank
of Tokyo-Mitsubishi UFJ, Ltd), and two notches of uplift owing to
Moody's belief that there is a high likelihood that Morgan
Stanley, as a systemically important financial institution, would
receive support from the US government in the event such support
was required to prevent a default. The one notch of uplift
reflecting potential support from MUFG is the reason the downgrade
was less than the guidance Moody's provided on 15 February.

The lowering of the standalone credit assessment to baa3 positions
Morgan Stanley in the third group of firms with significant global
capital markets activities. This position reflects (i) the firm's
commitment to the global capital market business, on which it
relies heavily for earnings; (ii) its historically high level of
earnings volatility; and (iii) the problems in risk management and
controls the firm suffered during the crisis. Partly mitigating
these factors are (i) the firm's gradually increasing "shock
absorbers" in the form of earnings from other more stable
businesses (albeit still below that of most peers); (ii) its
reduced risk appetite, improved liquidity profile and stronger
capital position; and (iii) enhancements to risk management,
internal processes and controls.

The stable outlook on Morgan Stanley's standalone credit
assessment and the ratings of its operating subsidiaries reflects
the view that the capital markets-related risk factors have now
been fully incorporated into the ratings. Moody's does not expect
significant upward pressure on the firm's ratings. Any indications
of control failures, a marked increase in risk appetite or
deterioration in leverage or other capital metrics would lead to
downward pressure on the ratings.

The negative outlook on the parent holding company reflects
Moody's view that government support for US bank holding company
creditors is becoming less certain and less predictable, given the
evolving attitude of US authorities to the resolution of large
financial institutions, whereas support for creditors of operating
entities remains sufficiently likely and predictable to warrant
stable outlooks.

ROYAL BANK OF CANADA

Royal Bank of Canada (RBC)'s long-term deposits were downgraded to
Aa3 from Aa1. RBC's standalone credit assessment was lowered to
C+/a2 from B/aa3. The long term debt and deposit ratings
incorporate two notches of uplift from government support
assumptions, reflecting Moody's assessment of a very high
probability of support from the Canadian government. Moody's has
also attached a hybrid (hyb) indicator to the junior subordinated
debt of RBC. All Prime-1 short-term ratings were affirmed. The
outlook on all the ratings is stable.

The a2 standalone credit assessment places RBC in the first group
of firms with significant global capital market activities. This
position reflects: (i) RBC's significant commitment to global
investment banking activities (C$5.9 billion in revenues
representing 22% of firm-wide revenues in 2011 on a CGAAP basis);
(ii) management's commitment to growing its position, particularly
in the US, acknowledging that the contribution to RBC of capital
markets activities may decline if other lines of business grow at
a faster rate; (iii) the high degree of interconnectedness or
concentration risks inherent to capital markets activities; and
(iv) the view that global capital markets activities expose RBC to
risks that could result in comparatively rapid deterioration in
its creditworthiness.

These factors are mitigated by: (i) the fact that RBC is a strong
and diversified universal bank with sustainable leading market
shares across many retail products and services in its home
market; (ii) RBC has the lowest earnings volatility in the global
investment banking peer group, which is evidence of the stability
of its franchises, its sound risk management infrastructure and
embedded risk culture; (iii) a business mix within capital markets
that is more heavily weighted toward client-driven primary
origination and advisory businesses; and (iv) a large core deposit
base and strong capital levels.

The stable outlook on RBC's ratings reflects the view that the
capital markets-related risk factors have now been fully
incorporated into the ratings. RBC is very highly rated and upward
pressure on the rating is not currently anticipated, however
management action signaling a change in direction and scaling-down
of the commitment to the capital markets business would further
stabilize the standalone credit assessment.

Any indications of control failures, a change in risk appetite, a
reduced commitment to strong capital and liquidity, or management
increasing its commitment to the capital markets business, either
organically over time or through a capital markets business
acquisition, could lead to downward pressure on the ratings.

ROYAL BANK OF SCOTLAND

Royal Bank of Scotland plc's (RBS) long-term deposit and debt
ratings were downgraded to A3 from A2, and the bank's Prime-1
short-term rating was downgraded to Prime-2. The bank's standalone
credit assessment was lowered to D+/baa3 from C-/baa2. The senior
debt and deposit ratings benefit from three notches of uplift from
the standalone rating, reflecting Moody's expectation of a very
high probability of government support for the bank. The ratings
of the holding company, Royal Bank of Scotland Group plc, were
downgraded to Baa1/ P-2 from A3/P-2.The outlook on the D+/baa3
standalone ratings is stable, whereas the outlook on the A3 long-
term deposit rating is negative, reflecting the view that
government support for large UK banks may be lowered in the
medium-term.

The downgrade of the standalone credit assessment to baa3
positions RBS in the third group of firms with significant capital
market activities, with baseline credit assessments of baa3 and
below. This position reflects (i) high historical earnings
volatility across the bank; (ii) relatively large capital markets
business (expected to stabilize at around 20% of revenues) even
after recent de-risking and exiting of certain business lines;
(iv) further potential earnings volatility as a result of large
loan books in Ireland; and (v) ongoing challenges of winding down
non-core assets. These factors are somewhat mitigated by (i)
strong underlying earnings in non-investment banking activities;
(ii) a large and high-quality liquidity buffer relative to short-
term liabilities; (iii) the strong track record of the current
management team in de-risking and restructuring the group; and
(iv) sufficient long-term capital to meet short-term funding
vulnerabilities, reflected in a net cash capital surplus according
to Moody's metrics.

The stable outlook on RBS' standalone ratings reflects the view
that the capital markets-related risk factors have now been fully
incorporated into the bank's ratings. Given the bank's strong
retail and banking franchise and its moderated risk appetite for
capital markets activities, if the more immediate risks in the
operating environment in the UK and Europe were to recede and RBS
were to return to a stable earnings profile, there could be upward
pressure on the bank's ratings. On the other hand, any indications
of control failures, a marked increase in risk appetite or a
deterioration in capital levels could lead to downward pressure on
the rating.

Moody's took a variety of actions on RBS' May-Pay securities.
These are the securities on which RBS omitted coupons due to
European Commission restrictions following the receipt of state
aid over the period 30 April 2010 to 30 April 2012. On 4 May 2012
RBS announced its intention to resume dividend payments on certain
May-Pay instruments and Moody's now considers that the risks for
these instruments are in line with the Must Pay instruments. The
ratings of these instruments have now all been moved so that they
are in line with the Must Pay securities, which are rated in line
with hybrid notching guidelines. Click on the following link for a
list of the affected May-Pay securities:
http://www.moodys.com/viewresearchdoc.aspx?docid=PBC_143289.

RBS NV

The ratings of RBS NV have been moved to be aligned with those of
RBS plc, reflecting the ongoing process of transfer of assets and
liabilities from RBS NV to RBS plc, and the explicit commitment by
RBS plc to support RBS NV. The senior debt and deposit and issuer
ratings have been downgraded to A3 from A2. The short-term rating
was downgraded to Prime-2 from Prime-1. And the standalone credit
assessment has been raised to D+/ baa3 from D/ ba2, in line with
RBS plc. The outlook on the standalone rating is stable and that
on the senior debt rating is negative, in line with RBS. The dated
subordinated debt instruments have been downgraded to Ba1 from A3,
in line with RBS plc, while assumptions of support from the Dutch
government are no longer being incorporated into these
instruments. The ratings of RBS NV will continue to move in line
with those of RBS plc.

ULSTER BANK LIMITED AND ULSTER BANK IRELAND LIMITED

The long-term bank deposit ratings of Ulster Bank Limited (UBL)
and Ulster Bank Ireland Limited (UBIL) have been downgraded to
Baa2 from Baa1, the long-term issuer rating of UBL to Baa2 from
Baa1, the (P) senior unsecured debt rating of UBIL to (P)Baa2 from
(P)Baa1 and the dated subordinated rating of UBIL to Ba1 from
Baa3. This follows the downgrade of the ratings of its parent, RBS
plc, to A3/P-2 from A2/P-1. The outlook on the ratings of UBL and
UBIL is negative, in line with the outlook on the senior ratings
of RBS and that on the standalone ratings of UBL and UBIL. There
is no impact on the D-/ba3 standalone credit assessment of either
UBL or UBIL or on the negative outlooks that continue to reflect
the significant uncertainty about the speed and magnitude of
further asset quality deterioration on Ulster Bank's asset
quality. The ratings continue to reflect the incorporation of a
very high level of parental support into the ratings of both UBL
(incorporated in Northern Ireland) and UBIL (incorporated in
Ireland). This is based on Moody's assessment that Ulster Bank
Group (which includes both UBL and UBIL) is a core subsidiary of
Royal Bank of Scotland Group (RBS Group) and is likely to remain
so. Ulster Bank Group (the consolidated entity) is an integral
part of RBS Group's strategy and this has been evidenced by the
ongoing high levels of support through the provision of capital
and funding support. Moody's expects this high commitment to
continue and therefore have maintained a high level of parental
support in the supported ratings of UBL and UBIL.

SOCIETE GENERALE

Societe Generale's (SocGen) long-term debt and deposit ratings
were downgraded by one notch, to A2 from A1. The Prime-1 short-
term rating was affirmed. The standalone credit assessment was
also lowered by one notch, to C-/baa2 from C-/baa1. The outlook on
both the standalone credit assessment and long-term debt and
deposit ratings is stable.

Senior debt and deposit ratings are rated A2 and incorporate three
notches of uplift from government support assumptions. SocGen's
dated subordinated and junior subordinated debt ratings were
downgraded to Baa3 and Ba1(hyb), respectively (one and two notches
below its baa2 standalone credit assessment). The downgrades
reflect the removal of government support assumptions from the
dated subordinated debt instruments. In Moody's view, government
support in many European countries, including France, is no longer
sufficiently predictable and reliable to warrant incorporating
government-support-driven uplift into these debt ratings. Ratings
on preference shares were downgraded by one notch, to Ba2(hyb),
and continue to be positioned three notches below the standalone
credit assessment.

The lowering of the standalone credit assessment to baa2 places
SocGen in the second group of firms with significant global
capital market activities. This position reflects (i) the
significant and relatively volatile nature of the bank's capital
markets business, which contributed 18% of revenues between 2009
and 2011; (ii) SocGen's continued relative reliance on short-term
wholesale funding and its smaller liquidity pool compared with
some other banks; and (iii) challenges arising from the expected
deterioration in macroeconomic conditions in western Europe, which
will affect many of the countries in which SocGen operates.

These factors are somewhat mitigated by (i) SocGen's good spread
of generally solid businesses focused on retail and commercial
banking, which provide more stable revenues and help ensure that
the capital markets business does not dominate the group; (ii) the
bank's relatively small exposure to more problematic sovereign
debt; (iii) diversification into central and eastern Europe, which
brings a less correlated source of earnings; and (iv) improving
trends in capital and liquidity, partly the consequence of a
deleveraging program that is, however, still in progress.

The rating could be upgraded in the event of a material structural
improvement in the bank's funding and liquidity profile and a
further reduction in the weight of capital markets-related
activity within the group.

The rating could be downgraded in the event of (i) the re-
emergence of deteriorating funding conditions; (ii) risk
management failures or material unexpected losses, for example in
the capital markets business; (iii) worsening macroeconomic
conditions; (iv) a reduced probability of meeting its
capitalization target of a 9-9.5% Core Tier 1 ratio under Basel
III by end-2013; and (v) a marked weakening in the capacity or
willingness of the French government to provide support to the
benefit of creditors.

UBS

UBS AG's deposit and senior debt ratings were downgraded to A2
from Aa3 and the bank's Prime-1 short-term rating was confirmed.
The bank's standalone credit assessment was downgraded to C-/baa2
from C/a3. The outlook on all the ratings is stable.

UBS's deposit and senior debt ratings benefit from three notches
of uplift from the bank's standalone credit assessment, reflecting
Moody's assumptions about a very high likelihood of support from
the Swiss government for senior bondholders and other senior
creditors in the event such support was required to prevent a
default.

On the other hand, UBS's subordinated debt ratings (at Baa3) are
now notched off the bank's standalone credit assessment following
the removal of the assumption of government support for this class
of debt at Swiss banks. Moody's views government support for the
subordinated debt of Swiss banks as no longer sufficiently
predictable or reliable to warrant incorporating uplift into its
ratings.

The lowering of the standalone credit assessment to baa2 positions
UBS in the second group of firms with significant global capital
markets activities. This position reflects (i) the bank's high
historical earnings volatility; (ii) its relatively large capital
markets business; and (iii) the problems in risk management and
controls from which the bank suffered during the crisis. Partly
mitigating these factors are (i) the bank's reduced ambition in
investment banking; (ii) its significant and stable earnings from
non-investment banking activities; (iii) positive structural
liquidity and a large liquidity reserve; (iv) an improving capital
position and capital targets well above peers; (v) ongoing
enhancements to corporate governance, risk management and
controls; and (vi) resilience to the weak operating environment in
Europe given low exposures to peripheral Europe and Switzerland's
perceived safe-haven status among investors.

The stable outlook on UBS's ratings reflects the view that capital
markets-related risk factors have now been fully incorporated into
the bank's ratings. Moody's does not expect significant upward
pressure on the bank's ratings absent a significant reduction in
the bank's reliance on earnings from its capital markets business.
Any indications of control failures, a marked increase in risk
appetite, a significant decline in the Swiss economy or a
deterioration in capital levels or targets would put downward
pressure on the ratings.


* BOND PRICING -- For Week From June 18 to 22, 2012
---------------------------------------------------

  Company            Coupon      Maturity      Bid Price
  -------            ------      --------      ---------
A123 SYSTEMS INC      3.750     4/15/2016        30.305
AES EASTERN ENER      9.000      1/2/2017        15.500
AES EASTERN ENER      9.670      1/2/2029        17.500
AGY HOLDING COR      11.000    11/15/2014        40.000
AHERN RENTALS         9.250     8/15/2013        64.500
ALION SCIENCE        10.250      2/1/2015        39.950
AM AIRLN PT TRST     10.180      1/2/2013        84.000
AMBAC INC             6.150      2/7/2087         1.250
AMBAC INC             9.375      8/1/2011        21.410
AMBAC INC             9.500     2/15/2021        21.450
AMER GENL FIN         4.100     7/15/2012        97.538
ATP OIL & GAS        11.875      5/1/2015        47.000
ATP OIL & GAS        11.875      5/1/2015        47.000
ATP OIL & GAS        11.875      5/1/2015        46.750
BAC-CALL07/12         5.500    10/15/2029       100.000
BAC-CALL07/12         5.800     1/15/2028       100.000
BAC-CALL07/12         5.900     7/15/2029       100.000
BAC-CALL07/12         8.070    12/31/2026        99.614
BAC-CALL07/12         8.278     12/1/2026       100.500
BROADVIEW NETWRK     11.375      9/1/2012        68.400
BUFFALO THUNDER       9.375    12/15/2014        36.000
DIRECTBUY HLDG       12.000      2/1/2017        18.000
DIRECTBUY HLDG       12.000      2/1/2017        18.000
DOMINION RESOURC      6.250     6/30/2012        99.880
EASTMAN KODAK CO      7.000      4/1/2017        14.500
EASTMAN KODAK CO      7.250    11/15/2013        14.250
EASTMAN KODAK CO      9.200      6/1/2021        13.393
EASTMAN KODAK CO      9.950      7/1/2018        13.326
EDISON MISSION        7.500     6/15/2013        61.600
ELEC DATA SYSTEM      3.875     7/15/2023        97.000
ENERGY CONVERS        3.000     6/15/2013        41.100
EVERGREEN SOLAR      13.000     4/15/2015        44.500
GEOKINETICS HLDG      9.750    12/15/2014        55.500
GLB AVTN HLDG IN     14.000     8/15/2013        26.800
GLOBALSTAR INC        5.750      4/1/2028        49.250
GMX RESOURCES         5.000      2/1/2013        73.815
GMX RESOURCES         5.000      2/1/2013        77.614
HAWKER BEECHCRAF      8.500      4/1/2015        19.300
HAWKER BEECHCRAF      8.875      4/1/2015        15.500
HAWKER BEECHCRAF      9.750      4/1/2017         3.050
JPM-CALL07/12         5.850      8/1/2035       100.000
KELLWOOD CO           7.625    10/15/2017        29.550
KENDLE INTL INC       3.375     7/15/2012        95.750
KV PHARM             12.000     3/15/2015        32.500
KV PHARMA             2.500     5/16/2033         6.500
KV PHARMA             2.500     5/16/2033         6.146
LEHMAN BROS HLDG      0.250     12/8/2012        21.875
LEHMAN BROS HLDG      0.250     12/8/2012        21.875
LEHMAN BROS HLDG      0.250    12/12/2013        21.875
LEHMAN BROS HLDG      0.250     1/26/2014        21.875
LEHMAN BROS HLDG      1.000     12/9/2012        21.875
LEHMAN BROS HLDG      1.000    10/17/2013        21.875
LEHMAN BROS HLDG      1.000     3/29/2014        21.875
LEHMAN BROS HLDG      1.000     8/17/2014        21.875
LEHMAN BROS HLDG      1.000     8/17/2014        22.875
LEHMAN BROS HLDG      1.250      2/6/2014        21.875
LEHMAN BROS HLDG      1.500     3/29/2013        21.875
LEHMAN BROS INC       7.500      8/1/2026         7.550
LIFECARE HOLDING      9.250     8/15/2013        49.760
MANNKIND CORP         3.750    12/15/2013        53.500
MASHANTUCKET PEQ      8.500    11/15/2015         9.250
MASHANTUCKET PEQ      8.500    11/15/2015         9.527
MASHANTUCKET TRB      5.912      9/1/2021         9.250
MF GLOBAL LTD         9.000     6/20/2038        37.938
NETWORK EQUIPMNT      7.250     5/15/2014        35.100
NEWPAGE CORP         10.000      5/1/2012         5.050
NGC CORP CAP TR       8.316      6/1/2027        53.033
PATRIOT COAL          3.250     5/31/2013        31.978
PENSON WORLDWIDE      8.000      6/1/2014        33.887
PENSON WORLDWIDE     12.500     5/15/2017        41.500
PMI GROUP INC         6.000     9/15/2016        21.000
POWERWAVE TECH        3.875     10/1/2027        17.144
POWERWAVE TECH        3.875     10/1/2027        17.500
REDDY ICE CORP       13.250     11/1/2015        28.200
REDDY ICE HLDNGS     10.500     11/1/2012        55.500
RESIDENTIAL CAP       6.500     4/17/2013        24.750
RESIDENTIAL CAP       6.875     6/30/2015        24.500
SUNTRUST CAPITAL      6.100    12/15/2036       100.000
TERRESTAR NETWOR      6.500     6/15/2014        10.000
TEXAS COMP/TCEH       7.000     3/15/2013        15.700
TEXAS COMP/TCEH      10.250     11/1/2015        24.125
TEXAS COMP/TCEH      10.250     11/1/2015        30.000
TEXAS COMP/TCEH      10.250     11/1/2015        24.500
TEXAS COMP/TCEH      15.000      4/1/2021        33.500
TEXAS COMP/TCEH      15.000      4/1/2021        34.250
THORNBURG MTG         8.000     5/15/2013         6.750
TIMES MIRROR CO       7.250      3/1/2013        31.250
TOUSA INC             9.000      7/1/2010        31.000
TOUSA INC             9.000      7/1/2010        26.500
TRAVELPORT LLC       11.875      9/1/2016        38.375
TRAVELPORT LLC       11.875      9/1/2016        38.000
TRIBUNE CO            5.250     8/15/2015        31.500
TRICO MARINE          3.000     1/15/2027         0.750
TRICO MARINE          3.000     1/15/2027         0.750
USEC INC              3.000     10/1/2014        49.000
WASH MUT BANK FA      5.125     1/15/2015         0.010
WASH MUT BANK FA      5.650     8/15/2014         0.875
WASH MUT BANK FA      6.875     6/15/2011         0.010
WASH MUT BANK NV      6.750     5/20/2036         0.875
WESTERN EXPRESS      12.500     4/15/2015        55.000



                            *********

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.

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