TCR_Public/120626.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 26, 2012, Vol. 16, No. 176

                            Headlines

4KIDS: Strikes $15 Million Sale Deal With Saban, Konami
ALLIANCE ONE: Moody's Downgrades CFR/PDR to 'B3'; Outlook Stable
ARCAPITA BANK: Revises Proposed KERP, KEIP and Severance Program
ARCAPITA BANK: Tide Wants to Pursue District Court Action
ASHLAND INC: Bank Debt Trades at 100.05 Cents-On-The-Dollar

BERNARD L. MADOFF: Ezra Merkin to Pay $410 Million in Settlement
BERNARD L. MADOFF: 2nd Interim Distribution to Customers to Begin
BERNARD L. MADOFF: Trustee Files Mass Appeal to Revive Suits
BERNARD L. MADOFF: U.S. Supreme Court Rejects Challenge to Trustee
BEXAR COUNTY: Moody's Affirms 'B1' Rating on Housing Rev. Bonds

BMF INC: Disclosure Statement Hearing Scheduled for Sept. 4
BONAVIA TIMBER: Court Approves Tonkon Torp as Chapter 11 Counsel
BUCYRUS COMMUNITY HOSPITAL: Wins Confirmation of Liquidating Plan
CARPENTER CONTRACTORS: Confirmation Hearing Set for Aug. 22
CATALYST PAPER: Creditors Accept Plan of Arrangement

CGO ENTERPRISES: Court Dismisses Bankruptcy Case
CINRAM INTERNATIONAL: Najafi Companies to Buy Assets & Business
COMMUNITY TOWERS: Plan Confirmation Hearings Set for July 17-18
DEWEY & LEBOEUF: Terminating 24 Worldwide Office Leases
DEWEY & LEBOEUF: Committees Seek OK on Info-Sharing Procedures

DEWEY & LEBOEUF: Committee to Probe Lenders on Bankr. Law Breach
DEWEY & LEBOEUF: Proposes Procedures to Dispose of Client Files
DGSE COMPANIES: Bronstein Gewirtz Probes Potential Claims
DIAMOND BEACH: Court Approves Hoover Slovacek as Attorneys
DILLARD'S INC: Moody's Raises Corp. Family Rating to 'Ba3'

DREIER LLP: Judge Tells Cochran Firm to Yield Docs or Face Fine
DREIER LLP: Trustee Sues Art Advisor to Get Back $1.9MM
DRI INC: Sale to Levine Leichtman to Be Approved by Judge
EATON MOERY: Court Confirms Second Amended Chapter 11 Plan
EATON MOERY: U.S. Trustee Withdraws Case Dismissal/Conversion Plea

EPICOR SOFTWARE: Bank Debt Trades at 2% Off in Secondary Market
ESCO-VINA LLC: Court Dismisses Involuntary Chapter 11
FAITH CHRISTIAN: Court Dismisses Chapter 11 Case
FIRST DATA: Bank Debt Trades at 5.2% Off in Secondary Market
FLOWSERVE CORP: Moody's Withdraws 'Ba1' CFR & 'Ba2' PDR

FRANCIS ROZELLE: Plan Confirmation Hearing Moved to July 31
FULLER BRUSH: Committee Taps CBIZ MHM as Financial Advisors
FULLER BRUSH: Court to Consider Exclusivity Extension Tomorrow
GARY PHILLIPS: Can Use Lender's Cash; Must File Plan by July 15
GENERAL MARITIME: Brower Piven Launches Shareholders Suit

GRUBB & ELLIS: Taps Seyfarth Shaw as Labor/Employment Counsel
GYMBOREE CORP: Bank Debt Trades at 6% Off in Secondary Market
HAWKER BEECHCRAFT: Files Schedules of Assets and Liabilities
HAYDEL PROPERTIES: Repairs, Bank Threat Delay Plan Filing
HAYDEL PROPERTIES: Files Amendment to Schedule D

HEARUSA INC: Liquidating Plan Effective Date on June 18
HEARUSA INC: Chapter 11 Plan of Liquidation Effective
HEXCEL CORP: Moody's Raises Corporate Family Rating to 'Ba1'
HOPE MEDICAL: Gets Green Light to Auction Assets on July 12
HOSTESS BRANDS: Can't Bust Some Union Contracts in Chapter 11

HOUGHTON MIFFLIN: Court Confirms Plan, Rules on Venue Transfer
HUSSEY COPPER: Plan Exclusivity Extended Through July 4
INDIANAPOLIS DOWNS: Prepares for August Confirmation
INTERNATIONAL ENVIRONMENTAL: H. Grobstein Named Chap. 11 Trustee
INTERNATIONAL HOME: Taps Aquino Cordova as External Auditor

J CREW: Bank Debt Trades at 2.4% Off in Secondary Market
JASPERS ENTERPRISES: Files Schedules of Assets and Liabilities
KOEUN H INC: Involuntary Case Converted to Chapter 7
KM ASSOCIATES: U.S. Trustee Unable to Appoint Committee
KOEUN H: Wash. State Calls Skymart Involuntary Bankruptcy a Fraud

LANDMARK INVESTORS 2: Chapter 11 Case Dismissed
LEHMAN BROTHERS: SIPA Trustee Appeals Margin Assets Ruling
LEHMAN BROTHERS: UK Units Could Be Forced to Back Pension Scheme
LEHMAN BROTHERS: E&Y Cleared by UK Regulators Over Reports
LEHMAN BROTHERS: Creditors Drop Suit vs. Treasury Secretary

LEHMAN BROTHERS: Deal With LBC GmbH Administrator Okayed
LICHTIN/WADE LLC: Files Schedules of Assets and Liabilities
LIGHTSQUARED INC: Lands $30 Million Secured Loan Facility
MAKENA GREAT: Hearing on Cash Use Continued Until July 10
MARCO POLO: Court OKs Global Settlement with Lenders & Others

MARIANA RETIREMENT FUND: Panel Backs Request to Pay Benefits
MARKETING WORLDWIDE: Adam Benowitz No Longer Owns Shares
MEDICAL ALARM: Retail Partner to Join Promotional Mailer
MEG ENERGY: Bank Debt Trades at 1% Off in Secondary Market
MF GLOBAL: Former Clients Auction Claims; CME Group Deal Reached

NADYA SULEMAN: Octo-Mom House Auction Fails to Get Bidders
NATIVE SUPPLY: Exclusive Plan Filing Period Extended to June 6
NEW ENGLAND BUILDING: Court OKs Windsor Assoc. as Fin'l Advisors
NEW ENGLAND BUILDING: Pierce Atwood Approved as Special Counsel
NEWPAGE CORP: Ex-Owner MeadWestvaco Sues Over Asbestos

NEWPAGE CORP: Wins 120-Day Exclusivity Period Extension
NORTHSTAR AEROSPACE: Proposes Bonus Program for Managers
NRG ENERGY: Bank Debt Trades at 1% Off in Secondary Market
NORTEL NETWORKS: Top Court Won't Hear UK Pension Plan Dispute
OPPENHEIMER PARTNERS: Can Hire Sierra Consulting as Estate Expert

PATRIOT COAL: Mark Schroeder Named Principal Accounting Officer
PEMCO WORLD: Court OKs Otterbourg as Committee's Lead Co-Counsel
PEMCO WORLD: Court OKs PricewaterhouseCoopers as Tax Consultants
PEMCO WORLD: Unit Files Schedules of Assets & Liabilities
PETTERS CO: Court OKs Settlements Worth $33.8MM, Report Says

PHILADELPHIA ORCHESTRA: Nero Disputes Bid to Reject Contract
PHILADELPHIA ORCHESTRA: Court OKs Expanded Grant Thornton Work
PHILADELPHIA ORCHESTRA: Court Approves Dexter Hofing as Consultant
PINNACLE AIRLINES: Suspends Labor Negotiations for Delta Talks
POST STREET: To Face Dismissal If Plan Fails in July

RG STEEL: Auction to be July 31 or Aug. 21
RITZ CAMERA: Files for Bankruptcy Again to Close 128 Stores
RITZ CAMERA: Case Summary & 30 Largest Unsecured Creditors
ROBERTS HOTELS: Seeks Joint Administration of Cases
ROSETTA GENOMICS: Prepays $1.7MM Debt, Signs Release Agreement

SABRE HOLDINGS: Bank Debt Trades at 4.5% Off in Secondary Market
SANDY HOROWITZ: Puts Neitzel Building on Auction Block
SERVICE MASTER: Bank Debt Trades at 2.2% Off in Secondary Market
SLAVERY MUSEUM: Files Amended Chapter 11 Plan
SMF ENERGY: Files Schedules of Assets & Debts

SOLAR TRUST: NextEra Wins Auction for Blythe Project
SOMERSET PROPERTIES: Court OKs $254,000 Cash Use for June
SOUTHERN FOREST: Won't Have Official Creditors' Committee
SOUTHERN FOREST: Files Schedules of Assets and Liabilities
SP NEWSPRINT: Has Control of Case Through Sept. 10

STOCKDALE TOWER: June 6 Hearing Set on Control of Tower, Case
SUMMO INC: US Trustee Wants Case Junked, Citing Losses & Reports
SUSSER HOLDINGS: IPO Filing No Impact on Moody's 'B2' CFR
SYMS CORP: Creditors Challenge Company Over Chapter 11 Control
TCIM SERVICES: Setting Up Procedures for July 24 Auction

TANNIN INC: Taps Brantley & Associates as Real Estate Appraisal
TRAVELPORT INC: Bank Debt Trades at 9.5% Off in Secondary Market
TRIDENT MICROSYSTEMS: Seeks Retention Plan Approval
TRINITY COMMS: Lawyer's Statement Controls Over Contrary Plan Term
UNIVAR NV: Bank Debts Trade Near 3% Off in Secondary Market

UNIVISION COMMS: Bank Debts Trade Near 7% Off in Secondary Market
US FIDELIS: Has Access to Cash Collateral Until June 30
US RENAL: Moody's Assigns 'B2' CFR, Rates $120MM Loan 'Caa1'
VITRO SAB: Seeks Stay Pending Appeal in District Court
WA ROUTE 9: PAF Capital Sues for Fraud

WESTERN POZZOLAN: Court OKs Callister + Associates as Counsel
WITTENBERG UNIVERSITY: Moody's Cuts LT Rating on Bonds to 'Ba2'

* Stay Lifted Automatically on Unscheduled Collateral
* Improper to Rule on Merits on Unscheduled Lawsuit

* Moody's Says US Credit Card Charge-Offs Resume Decline in May
* Moody's Says Bank Downgrade Impact on U.S. Muni Issuers Limited
* S&P's Global Corporate Default Tally Rises to 37
* S&P Says U.S. Distress Ratio Spiked 14.5% in June

* Dewey & LeBoeuf Bankruptcy Live Webinar Set for June 27
* GMI Ratings Lists 10 Big Companies at Risk of Bankruptcy
* Madoff Trustee Starts Twitter Account
* GASB Proposal Addresses Financial Guarantees for Governments
* Poll Respondents Against Immediate Critical Vendor Claim Payment

* Morrison & Foerster Appoints Randall Fons as Managing Partner
* Skadden Arps, Jones Day Top List of Firms With Elite Brands
* Wachtell Lipton Remains on Top in the 2013 Vault Law 100

* Large Companies With Insolvent Balance Sheets


                            *********

4KIDS: Strikes $15 Million Sale Deal With Saban, Konami
-------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that 4Kids
Entertainment Inc. nabbed a $15 million sale offer after two rival
bidders joined forces to snatch up the company's Yu-Gi-Oh!
business and certain television-network-related assets.

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC is the
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.


ALLIANCE ONE: Moody's Downgrades CFR/PDR to 'B3'; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
probability of default ratings of Alliance One International, Inc.
to B3 from B2. At the same time, Moody's changed the company's
Speculative Grade Liquidity Rating to SGL-3 from SGL-4. The
outlook is stable.

The downgrade of AOI's CFR to B3 reflects Moody's expectation that
credit metrics, including leverage of nearly 8.0 times (including
Moody's standard analytic adjustments), will not sufficiently
improve over the next 12 months despite modestly higher
profitability as debt levels remain very high. Despite Moody's
expectation for more favorable industry conditions including a
reduction in the oversupply of tobacco in fiscal 2013, AOI's free
cash flow generation remains challenged due to elevated capital
spending, volatility working capital requirements and high tobacco
inventory levels.

Although financial risk remains high due to the weakened credit
metrics, the company's liquidity profile has improved as a result
of the recently amended and extended revolving credit facility.
Covenant cushion is adequate under revised covenant levels over
the next 12 months but may become more difficult as requirements
tighten. External financing is acceptable despite the $40 million
reduction in the committed facility as high seasonal borrowings
will be supplemented by sizable uncommitted foreign lines of
credit and a recently upsized $250 million accounts receivable
securitization program.

Ratings downgraded include the following:

- Corporate Family Rating to B3 from B2;

- Probability of default rating to B3 from B2;

- $635 million 10% senior unsecured notes due July 2016 to B3
   (LGD4, 57%) from B2 (LGD4, 55%); and

- $115 million subordinated convertible debt due July 2014 to
   Caa2 (LGD6, 95%) from Caa1 (LGD6, 95%).

Ratings upgraded include the following:

- Speculative Grade Liquidity rating to SGL-3 from SGL-4

Ratings assigned include the following:

- $250 million senior secured revolving credit facility due
   April 2014 at Ba3 (LGD1, 7%)

Ratings withdrawn include the following:

- $290 million senior secured revolving credit facility due
   March 2013 at Ba2 (LGD1, 4%);

Outlook is stable

Alliance One International, Inc. and Intabex Netherlands, B.V. are
co-borrowers under the senior secured revolving credit facility.

Ratings Rationale

AOI's B3 Corporate Family Rating reflects Moody's expectation that
the credit metrics and free cash flow will remain weak with modest
improvement over the next 12 months despite modest operational
improvements. AOI's ratings remain constrained due to the
commodity-like nature of the leaf tobacco processing business
despite its strong market position, its established relationships
with key tobacco manufacturing customers and global procurement
and processing network. Although the competitive climate will
remain challenging and constrain substantial additional margin
improvement, these industry characteristics provides significant
barriers to the entry of new large-scale operators and meaningful
vertical integration by AOI's customer base.

AOI's stable outlook reflects Moody's expectation that operating
risk in the tobacco leaf sector has modestly improved as
oversupply conditions have moderated, competition has not
meaningfully increased and the risk of self-sourcing by key
customers and resulting shift to processing arrangements is not
likely to adversely impact operating profitability over the next
12 to 18 months.

AOI's ratings could be upgraded if the company's operating
performance improves such that credit metrics sustainably improved
and such that debt-to-EBITDA remains below 6.0 times, EBITA-to-
interest expense is approaches 2.0 times and free cash flow-to-
debt is maintained in at least the mid-single digit range.

AOI's ratings could be downgraded if the company's profitability
or liquidity profile deteriorates significantly such that debt-to-
EBITDA approaches 9.0 times and/or free cash flow remains
negative.

The principal methodology used in rating Alliance One
International Inc. was the Global Food - Protein and Agriculture
Industry Methodology, published September 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA,
published June 2009.

Headquartered in Morrisville, North Carolina, Alliance One
International, Inc. is one of the world's leading tobacco
merchants and processors. Its principal products include flue-
cured, burley and oriental tobaccos, which are major ingredient in
American -- blend cigarettes. Total revenues for the twelve months
ending March 2012 were approximately $2.2 billion.


ARCAPITA BANK: Revises Proposed KERP, KEIP and Severance Program
----------------------------------------------------------------
Arcapita Bank B.S.C.(c) and its affiliated debtors made minor
revisions to the proposed Key Employee Retention Program for non-
insider Employees, Key Employee Incentive Plan for insider and
non-insider Employees, and workforce reduction after further
reflection and analysis by the Debtors and their advisors and
discussions with the Official Unsecured Creditors' Committee.

(A) Proposed Modifications to KERP and KEIP

The Committee generally supported the Debtors' plans to
restructure the Arcapita Group workforce and motivate continuing
Employees to deliver superior performance for the benefit of
existing financial stakeholders.  Work remained to be completed,
however, to finalize a few aspects of the Employee Programs, most
notably the KEIP performance goals.

Pursuant to the KEIP, the Debtors' management opted to fashion an
incentive plan which establishes individual metrics for each
individual KEIP participant (rather than link Employee
compensation to one overall metric).  Structuring such a measured
and tailored program, however, required substantial time and
effort. Specifically, time was spent considering the proper goals
for particular KEIP participants.

All post-Filing Date modifications to the KEIP Performance Goals
made the awards harder to attain or otherwise reduced the cost of
the program.  For example, under the current KEIP proposal, all
restructuring based milestones must now be achieved within a
specific time period for the applicable Employee to receive an
award.  Other Employees who previously only had one KEIP
Performance Goal now must satisfy two separate milestones to
receive a full KEIP award.  In addition, after careful
consideration, the Debtors decided to reduce the size of the KEIP
and KERP participant pools by four Employees in aggregate (three
Employees in the KERP and another in the KEIP).  The modifications
reduced the total pool of KERP participant Employees to 36 non-
insider Employees and KEIP participant Employees to 4 insider and
15 non-insider Employees.  As a result, the total cost of the KERP
and KEIP (at target) has decreased by approximately $10,000.

The Debtors have further clarified how KEIP awards are earned for
the achievement of partial or full achievement of targeted EBITDA
or cost reduction goals.  KEIP participants with Financial KEIP
Performance Goals are ineligible to receive a KEIP award if the
Arcapita Group fails to achieve 90% -- or 80% for one non-insider
Employee whose Financial KEIP Performance Goal is linked to cost
reductions -- of the stated Financial KEIP Performance Goal.  If
the Arcapita Group achieves 90% (or 80% for the one non-insider
Employee) of the stated Financial KEIP Performance Goal, the
applicable KEIP participant may receive 75% of his or her target
KEIP award.  If the Arcapita Group achieves 110% -- or 120% for
the same non-insider -- of the stated KEIP Performance Goal, the
applicable KEIP participant is eligible to receive 125% of his or
her target KEIP award.  Finally, if the Arcapita Group achieves
over 90% -- or 80%, as applicable -- but less than 110% -- or
120%, as applicable -- of the stated KEIP Performance Goal, the
size of the earned KEIP award will be interpolated using straight
line interpolation from a 75% payout to a 125% payout.

A KEIP Participant's KEIP award will be due and payable upon the
earlier of (a) two months after the full or partial achievement of
such KEIP participant's KEIP Performance Goal or (b) termination
without cause (assuming the KEIP Performance Goal has been or
ultimately is achieved).  The Debtors also proposed that 50% of a
KERP Participant's KERP award will be due and payable at the end
of the end of the 2012 calendar year and the remaining 50% will be
due and payable at consummation of a chapter 11 plan or
liquidation of the estates.  However, if an Employee eligible for
a KERP award is terminated without cause prior to consummation of
a chapter 11 plan or liquidation of the estates, the award will
become immediately due and payable.

The Debtors said the proposed KEIP Performance Goals are designed
to motivate the KEIP participants to maximize value for all of the
Debtors' stakeholders (in particular, creditors) by rewarding
participants for meeting targeted financial performance and
restructuring goals.  Recent modifications to the KEIP Performance
Goals have reinforced the link between Employee compensation and
creditor recoveries by, for example:

     -- incorporating defined six month EBITDA targets for seven
        separate Arcapita Group portfolio companies into certain
        KEIP Performance Goals.  In aggregate, the KEIP
        Performance Goal EBITDA targets are approximately 10%
        higher than the seven portfolio companies' aggregate
        EBITDA for the last two quarters of 2011;

     -- adding KEIP Performance Goals for certain participants
        relating to the Arcapita Group's monetization of specific
        assets, recoveries from which would flow to creditors;

     -- conditioning receipt of awards for accomplishment of
        restructuring milestones on such milestones being
        accomplished by a specific date, to motivate Employees to
        help consummate the Chapter 11 cases quickly, minimizing
        professional costs and other administrative expenses;

     -- establishing a specific cost reduction goal for one KEIP
        participant; and

     -- adding new KEIP Performance Goals for multiple
        participants relating to their preventing their direct
        reports from leaving the Arcapita Group, thereby
        preventing unintended losses of institutional knowledge.

(B) Proposed Modifications to Reduction in Force

If approved, the Severance Program and Global Settlement will
implement a planned Arcapita Group reduction in force.  The
Arcapita Group initially projected that the reduction in force
would consist of 96 Terminated Employees (all terminated without
cause).  The reduction reflected the current reduced scope of
Arcapita Group operations.

Previously Arcapita Group Employees worked to manage and maintain
current Arcapita Group investments and portfolio companies and
search out new investment opportunities.  Since the Petition Date,
however, the Debtors have restricted operations to managing and
monetizing their interests in current Arcapita Group investments.
As a result, many jobs have been rendered redundant or otherwise
superfluous.

Tthe Debtors have continued to refine the proposed workforce
reduction. Currently, the Debtors intend to terminate 94 Employees
without cause soon after entry of an order approving the Severance
Program and Global Settlement.  This modification to the pool of
Terminated Employees, has caused these changes to the original
proposal:

     -- The projected run rate savings to the Arcapita Group in
        wages and other benefits approximates to $770,000 per
        month (compared with the $830,000 estimate in the
        original;

     -- The projected cash cost of the Severance Program and the
        Global Settlement (in each case, for the Terminated
        Employees) is $4.1 million (compared with the $4.5 million
        estimate in the original.  The projected cash cost has
        decreased on account of slight changes in the makeup of
        the Employee population included in the Severance Program
        and the Employee Loans;

     -- The projected cash "payback period" for the workforce
        reduction equals approximately 5.3 months -- compared with
        the five and one-half month "payback period" in the
        original -- and the Debtors expect to generate savings of
        approximately $5.2 million in cash over the next 12
        months;

     -- The Debtors estimate that the Terminated Employees account
        for approximately $3.65 million of total outstanding
        obligations under the IPP/IIP and $83,000 of the Net
        Obligations (calculated as the shortfall in total
        obligations less the estimated fair value of the shares
        returned to the Arcapita Group via the Global Settlement)
        (compared with the $4.76 million of total obligations and
        $46,000 of Net Obligations estimates in the original).

(C) Proposed Treatment of Additional Employee Loans

Prior to the Petition Date, certain Employees received from the
Arcapita Group interest-free loans, including upon a showing of
need.  The Employee Loans were incorporated into the calculation
of any termination payments owed to Employees upon termination
without cause.  Specifically, pursuant to the Severance Program,
if an Employee owes an Arcapita Group entity value under an
Employee Loan, at termination, Notice and Severance Payments and
any other payments (including vacation payout and/or payout of
private pension amounts) due the Employee will be reduced by the
outstanding principal amount of such loan.

The Debtors said additional due diligence uncovered the existence
of additional Employee Loans relating to one specific real
property project.  All of the incremental Employee Loans were
advanced approximately 6 years ago.  Taking the additional
Employee Loans into account, at the Petition Date, (a) 12
Terminated Employees collectively owed the Arcapita Group $581,000
of Employee Loans and (b) Employee Loans for continuing Employees
approximated to $4.0 million.  The Debtors continue to propose to
reduce from any Notice and Severance Payments owed a Terminated
Employee the amount of any outstanding Employee Loans under the
Severance Program; provided that, after taking into account all
deductions, no Terminated Employee will have net obligations to
the Arcapita Group under the Severance Program.

                    Committee Supports Programs

The Official Committee of Unsecured Creditors expressed its
support to Arcapita Bank's request to implement the employee
programs and global settlement of claims. The Committee said it
believes that the parties have reached a workable construct for
this workforce reduction that appropriately safeguards the
interests of the Debtors' stakeholders, while enhancing the value
of the Debtors' estates for the benefit of unsecured creditors.

The Committee said that in reviewing the Debtors' proposal, it
"most squarely focused" on the Global Settlement.  The Committee
pointed out the Global Settlement could result in the forgiveness
of $15.49 million in obligations owed to the Debtors by their
employees under the IPP/IIP.  In return, the Debtors propose that
for employees who agree to be bound by the Global Settlement,
Notice and Severance Payments will be capped at four months'
salary.

The Committee said it struggled with this proposal.  First, such a
program contemplates the Debtors forgiving valid obligations owing
to them, in favor of "doubling down" on some of the same
investments that contributed to the Debtors' need to seek chapter
11 protection.  Second, the proposal permits employees to
participate in the program at their option, so employees are
likely to participate only if they believe the amount of their
outstanding obligations is greater than the value of the equity
interests they hold pursuant to the IPP/IIP.

However, the Committee said it recognized the benefits that the
Global Settlement provides to the Debtors' estates.  For a number
of employees, particularly those who are long-term, the limitation
of Notice and Severance Payments to four months' salary will
provide significant savings to the Debtors' estates. Additionally,
the Debtors will receive equity interests in the portfolio
companies from any employees who elect to participate in the
Global Settlement.  The Global Settlement also contemplates that,
to the extent employees have received the 25% relief from any loan
given to all employees with at least five years of service with
the Arcapita Group, but such employees have not yet fully
satisfied the related loans, then a pro rata portion of that 25%
of the loan is treated as outstanding for the purpose of
calculating the amount of shares the Debtors will take back as
part of the Global Settlement.

Although the Committee believes that the employee obligations
under the IPP/IIP are enforceable, the reality is that the
enforcement could (a) involve substantial expense, (b) result in
judgments on which the Debtors would have difficulty realizing
(for instance, if the relevant employee has insufficient assets to
satisfy the judgment), and (c) engender discontent among current
employees, were the Debtors to take legal action against current
or former employees under what was intended to be an incentive
program.  The Committee is also sensitive to the reality that the
Debtors' employees are acutely interested in loan forgiveness, to
the point that it may be damaging to the morale of continuing
employees if they are not offered the same loan forgiveness as
Terminated Employees.

The Committee negotiated several additional protections for the
Debtors' estates, including that (a) to receive loan forgiveness,
continuing employees electing to participate in the Global
Settlement must remain employed with the Debtors for 120 days
after entry of an order approving the Employee Settlement Motion;
(b) the Debtors' seven most senior executives will not be eligible
to participate in any aspect of the relief; (c) the cap on notice
and severance obligations at four months' salary applies to
continuing employees who elect to participate in the Global
Settlement should they be terminated without cause in the future,
even after the Debtors' reorganization is effective; (d) the
Global Settlement will be available to employees for a 120-day
opt-in period after entry of an order approving the Employee
Settlement Motion, by which time employees with outstanding loan
obligations under the IPP/IIP must determine whether they will
participate; and (e) no employees may receive loan forgiveness if
they are at any time terminated for cause.

                    U.S. Trustee's Objections

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Arcapita Bank BSC will face opposition from the U.S.
Trustee at a June 26 hearing for approval of a bonus program
benefiting 20 managers.  The U.S. Trustee is also against making a
secret of the amounts of the bonuses.  The U.S. Trustee, the
Justice Department's bankruptcy watchdog, faults the bonus motion
for failing to set out the standards of performance that must be
met to dole out $3 million or more in bonuses.  The bonuses will
equal three months to a year's wages, the company said in court
papers.  Details of the Debtors' bonus motion were reported in the
June 14 edition of the Troubled Company Reporter.

                       About Arcapita Bank

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

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

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

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

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

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

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

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


ARCAPITA BANK: Tide Wants to Pursue District Court Action
---------------------------------------------------------
Tide Natural Gas Storage I, LP and Tide Natural Gas Storage II,
LP, ask the Bankruptcy Court to lift the automatic stay in the
Chapter 11 cases of Arcapita Bank B.S.C.(c), et al., and Falcon
Gas Storage Co., Inc., so Tide could seeks to liquidate its claims
against Falcon and Arcapita Bank in Cause No. 10-CIV-5821 in the
Southern District of New York District Court.  The District Court
Action has been pending for almost two years, the Honorable Judge
Kimba Wood has issued substantive rulings in the case, fact
discovery was underway and the case was set for trial in September
2012 when the Debtors filed bankruptcy.

Tide said Falcon is a non-operating entity with no employees and
no cash flow.  It has no business to reorganize and no employees
to protect.  Other than an intercompany receivable owed to it by
its parent Arcapita, Falcon has one significant asset -- a
disputed interest in $70 million in escrow which is the subject of
the District Court Action -- no secured creditors, no priority
creditors, and a single general unsecured creditor -- in the
amount of $536.30 -- that is not listed as "contingent,"
"unliquidated," or "disputed."  Tide said Falcon exists only as a
shell company to continue existing litigation, including the
District Court Action pending before Judge Wood in the Southern
District of New York.  That litigation will determine, among other
things, the ownership of $70 million currently in escrow.

Arcapita is also a defendant in the District Court Action.
Following Arcapita's chapter 11 filing, Tide moved to sever
Arcapita from the District Court Action so that the District Court
Action could proceed against Falcon and the remaining non-debtor
defendants.  Falcon then filed for bankruptcy protection, stating
that its filing "was intended to prevent 'piecemeal litigation'
[of the claims in the District Court Action] and to ensure that
the resolution and liquidation of any claims as to Falcon was
coordinated as to those same claims against Arcapita Bank."

According to the Debtors, the "coordination will insure that the
prevention of piecemeal resolution of litigation -- a well-
recognized purpose of chapter 11 -- is observed."

Tide said if its claims against the Debtors are to be decided in a
single forum, the District Court is the appropriate forum.  Tide
also said relief from the automatic stay as to Arcapita and Falcon
would, among other things, result in complete resolution of the
dispute regarding ownership of the Escrow Funds, determine the
viability of proceeding with the Falcon bankruptcy case, benefit
all creditors, and further judicial economy and economical
resolution of the issues.  However, to the extent that the
Bankruptcy Court finds that relief from the automatic stay as to
Arcapita is not appropriate at this time, then Tide requests that
relief as to Falcon be granted so that ownership of the Escrow
Funds may be determined by the District Court.

Tide also noted that John M. Hopper, et al. have filed Adversary
Number 12-01662, in the bankruptcy case and have named Falcon, but
not Tide, as a defendant.  In the Hopper Adversary, Tide
recounted, the Hopper Parties claim that right, title and interest
in $8.25 million of the Escrow Funds has vested in Falcon and has
been assigned to the Hopper Parties.  The Hopper Parties seek
immediate payment of the $8.25 million.  However, ownership of all
of the Escrow Funds is currently at issue between Tide and Falcon
in the District Court Action, where Judge Wood has ruled that none
of the escrow funds can be released at this juncture.  Tide said
the relief sought in the Hopper Adversary is barred by existing
orders in the District Court and the Hopper Adversary cannot be
decided until ownership of the $70 million in escrow is decided in
the District Court Action.

                       About Arcapita Bank

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

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

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

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

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

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

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

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


ASHLAND INC: Bank Debt Trades at 100.05 Cents-On-The-Dollar
-----------------------------------------------------------
Participations in a syndicated loan under which Ashland Inc. is a
borrower traded in the secondary market at 100.05 cents-on-the-
dollar during the week ended Friday, June 22, an increase of 0.60
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
July 30, 2018, and carries Moody's Baa3 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.


BERNARD L. MADOFF: Ezra Merkin to Pay $410 Million in Settlement
----------------------------------------------------------------
In one of the largest agreements of its kind, Attorney General
Eric T. Schneiderman on June 25 announced he secured a $410
million settlement with J. Ezra Merkin, who controlled four funds
that invested over $2 billion with Bernard Madoff on behalf of
hundreds of investors, including many New Yorkers and charitable
organizations.  As a result of Mr. Madoff's Ponzi scheme, the
investors in the funds, Ariel Fund Ltd., Gabriel Capital L.P.,
Ascot Fund Ltd. and Ascot Partners L.P., whose assets were largely
handled by Madoff, lost in excess of $1.2 billion, while Mr.
Merkin received hundreds of millions of dollars in management
fees.

Under the agreement secured by Attorney General Schneiderman,
Mr. Merkin will pay $405 million to compensate investors over a
three-year period, and $5 million to the State of New York to
cover fees and costs.  This is the first settlement resulting from
a government action against Mr. Merkin.

"I am proud to announce that we have recovered over $400 million
for the investors and charities that were harmed by history's
largest Ponzi scheme.  This agreement is a victory for justice and
accountability," said Attorney General Schneiderman.  "Many New
Yorkers entrusted their investments to Mr. Merkin, who then
steered the money to Madoff while receiving millions of dollars in
management and incentive fees.  By holding Mr. Merkin accountable,
this settlement will help bring justice for the people and
institutions that lost millions of dollars."

In April 2009, the Office of Attorney General charged Mr. Merkin
with violations of the Martin Act, General Business Law Sec. 352;
and Executive Law Sec. 63(12) for concealing Mr. Madoff's control
of the Merkin Funds and for breaches of his fiduciary duty to
manage the funds prudently.  The lawsuit sought damages,
disgorgement of all fees by Mr. Merkin, and injunctive relief.

Under this agreement, Mr. Merkin will pay $410 million, which will
be used to return money to investors, under the direction of David
Pitofsky and Bart Schwartz, Court-appointed receivers overseeing
the winding-up of the Merkin Funds.  Justice Richard B. Lowe III
who has overseen the Attorney General's case since its inception
will have continued oversight of the receivers and the
implementation of the settlement agreement.

Depending on the size of their losses, eligible investors will be
entitled to receive over 40 percent of their cash losses.
Pursuant to a claims process, investors who were not aware of
Mr. Merkin's delegation to Mr. Madoff will receive a defined
percentage of their losses, while those who were aware of
Mr. Madoff's role will be eligible to receive a smaller recovery.
In addition, all investors are likely to receive additional
payments at a future date when the Madoff Estate is able to
distribute moneys recovered by Irving Picard, the Securities
Investor Protection Corporation Trustee for the liquidation of
Mr. Madoff's Estate, who is not involved in Attorney General
Schneiderman's settlement.

For nearly two decades, Mr. Merkin presented himself as a skilled
money manager and used his social and charitable connections to
raise over $4 billion from hundreds of individuals, charities, and
other investors.  Mr. Merkin turned over to Mr. Madoff all of the
money in the Ascot Funds, and a substantial portion of the Ariel
and Gabriel Funds.

In misleading offering documents and quarterly reports, Mr. Merkin
concealed Mr. Madoff's role and misrepresented the role he was
playing in managing the funds. Acting primarily as a marketer and
middleman, Mr. Merkin obtained hundreds of millions of dollars in
management and incentive fees from his investors.

Over 10 percent of the assets obtained by Mr. Merkin belonged to
charities and non-profit organizations.  Mr. Merkin collected fees
from nonprofits that invested with him, but typically did not
disclose, or actively obscured, that Mr. Madoff was actually
managing some or all of the funds they invested.

This case was handled by Senior Trial Counsel David N. Ellenhorn,
Assistant Attorneys General Daniel Sangeap, Shmuel Kadosh,
Veronica Montenegro, and Harriet B. Rosen, under the supervision
of Karla G. Sanchez, Executive Deputy Attorney General for
Economic Justice.

                       3 Years of Litigation

Chad Bray, writing for The Wall Street Journal, reports that the
deal resolves three years of litigation by the attorney general's
office over Mr. Merkin's role as a "feeder" to Mr. Madoff.  WSJ
says the deal is expected to be announced as early as Monday, said
New York Attorney General Eric Schneiderman's office.  A New York
state judge has approved the settlement, and eligible victims are
expected to be notified in the coming days.

The settlement is part of a swirl of litigation that began after
the 2008 discovery of Mr. Madoff's massive investment fraud. It is
unclear if the agreement will lead to additional settlements. The
bulk of the lawsuits?more than 1,000?have been filed by Irving
Picard, the court-appointed trustee seeking to recover assets for
the victims.

WSJ notes the settlement doesn't resolve litigation brought by
Irving Picard, the court-appointed trustee seeking to recover
assets for the Madoff victims, against Mr. Merkin.  Investors who
sent money to Mr. Madoff's firm through feeder funds haven't been
able to pursue recoveries directly from the estate.

WSJ recounts the New York attorney general's office sued Mr.
Merkin, former chairman of GMAC Financial Services, and his
Gabriel Capital Corp. in state court in 2009, alleging Mr. Merkin
blindly fed investor funds to Mr. Madoff, while telling investors
that he was actively managing that money.  Many investors only
learned of their exposure to Mr. Madoff after his arrest in
December 2008, the lawsuit says.

As part of the settlement with the attorney general, WSJ relates,
Mr. Merkin didn't admit or deny wrongdoing.

Mr. Merkin is represented by Andrew Levander, Esq.  WSJ relates
Mr. Levander said Mr. Merkin will continue to work with the funds'
receivers to obtain additional recoveries for the funds' investors
from the Madoff estate.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: 2nd Interim Distribution to Customers to Begin
-----------------------------------------------------------------
Plans for the distribution of recovered funds in the liquidation
of Bernard L. Madoff Investment Securities LLC (BLMIS) can now
proceed after the Supreme Court declined to review the net equity
calculation formula used by Irving H. Picard, the SIPA Trustee in
the Madoff liquidation.

"The Supreme Court of the United States found no issue worthy of
review in the challenge to our net equity calculation formula.
This settles the issue once and for all and allows us to seek
approval for a second distribution of recovered funds to Madoff
customers," Mr. Picard said.  "With the Court's ruling in hand, we
can now determine the amount of the distribution and file the
motion for approval with the Bankruptcy Court within an expedited
time frame."

In a joint announcement with Stephen P. Harbeck, President and
Chief Executive Officer of the Securities Investor Protection
Corporation (SIPC), Mr. Picard said that this would be the second
interim distribution of recovered funds to BLMIS customers with
allowed claims.

"After more than two years, this is excellent news for the
hundreds of victims who have not received a return of all the
funds they deposited with Madoff," said Mr. Harbeck.  "These
victims can now look forward to receiving a distribution in the
near future.  The SIPA Trustee and his team, who have been held
back from distributing funds pending the outcome of this time-
consuming legal challenge, can now move ahead with plans for a
distribution."

The SIPA Trustee has recovered or reached agreements to recover
approximately $9.1 billion, equivalent to $7 million a day for
BLMIS customers since his appointment in December 2008.  These
recoveries exceed prior recovery efforts related to all other
Ponzi schemes, in terms of dollar value and percentage of stolen
funds recovered.

To date, the SIPA Trustee in the BLMIS liquidation has distributed
more than $1.1 billion to Bernard Madoff's victims.  The first
interim pro rata distribution of $332.6 million in recovered
monies from the BLMIS Customer Fund to BLMIS customers -- on
allowed claims relating to 1,230 accounts, or about 4.6 percent of
losses incurred by customers -- commenced on October 5, 2011.  In
addition, BLMIS customers have received more than $801.3 million
in advances the SIPA Trustee has requested from SIPC and
distributed to BLMIS customers.

"We are pleased to be moving forward with a second distribution
from the Customer Fund," said David J. Sheehan, chief counsel to
the SIPA Trustee.  "Our legal strategy has proven highly effective
and we will continue on this course to pursue all possible avenues
to marshal the maximum recoveries possible for BLMIS customers."

                 Potential Additional Distribution

Messrs. Picard and Harbeck said that the second interim pro rata
distribution could increase if there is no further appeal by
July 16, 2012 of the approximately $7.2 billion forfeited to the
U.S. Government by the estate of Jeffry Picower, $5 billion of
that being the settlement with the SIPA Trustee.

"Without exception, higher courts have upheld the Bankruptcy
Court's approval of the landmark Picower settlement.  We are
hopeful that there will be no further delay in our ability to
return those funds to their rightful owners," Mr. Picard said.
Additional distributions are conditioned upon resolving appeals of
other settlements including the $1.025 billion Tremont settlement
and the $220 million settlement with the Norman F. Levy family.
Ongoing litigation and other matters -- such as the potential for
an interest or constant dollar calculation -- also require that
significant funds continue to be held in reserve.

                       Net Equity Decision

The net equity calculation methodology is the formula for
determining eligibility for pro rata distributions to BLMIS
customers with allowed claims from the Customer Fund, based on
"cash-in, cash-out" of BLMIS.  The Bankruptcy Court's approval of
this methodology was appealed, and on August 16, 2011, the United
States Court of Appeals for the Second Circuit upheld the
Bankruptcy Court's approval, affirming the SIPA Trustee's
determination regarding the calculation of net equity and
rejecting the use of the fictitious November 2008 BLMIS statements
in determining the value of claims.  Petitions for a panel
rehearing of that decision or for rehearing en banc were also
denied prior to the filing of the writ of certiorari with the
United States Supreme Court.  The Supreme Court's denial of the
writ ends the appeal process regarding the net equity issue.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Trustee Files Mass Appeal to Revive Suits
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities LLC filed a mass appeal asking the U.S. Court of
Appeals in Manhattan to revive about $10 billion in lawsuits
against 635 customers that have been or will be dismissed by U.S.
District Judge Jed Rakoff.

According to the report, the appeal will determine whether Judge
Rakoff was correct in dramatically limiting the amount of
fictional profits trustee Irving Picard can sue customers to
recover.  Judge Rakoff ruled that the safe harbor in bankruptcy
only allows Mr. Picard to sue for fictional profits taken out
within two years of bankruptcy.  Judge Rakoff stopped Mr. Picard
from suing for six years of fictional profits that would be
fraudulent transfers under state law.

Judge Rakoff, the report relates, also ruled that Mr. Picard is
barred from suing to recover preferences paid to customers. For
the 1,000 lawsuits Mr. Picard initially filed, Judge Rakoff's
rulings meant that the trustee would lose on $11.1 billion in
claims against customers.  Mr. Picard was left with the ability to
sue for two-year profits totaling about $8 billion.

If Mr. Picard wins on the mass appeal, he can restore about $10
billion in customer lawsuits, representing the original $11.1
billion, less about $1 billion given up in settlement in March
with the group including Fred Wilpon and other owners of the New
York Mets baseball club.  Mr. Picard's appeal also asks the
appeals court to rule that Judge Rakoff was in error when he took
the lawsuits out of bankruptcy court in the first place.

Mr. Rochelle notes that the rulings now being taken up on appeal
to the Second Circuit Court of Appeals include an opinion in
September in the lawsuit against the Wilpon group, where Judge
Judge Rakoff prevented Mr. Picard from suing for anything other
than false profits taken out within two years of bankruptcy.

Judge Rakoff, the report also relates, based his ruling on the so-
called safe harbor in bankruptcy law.  In the same opinion, Judge
Rakoff ruled that the safe harbor likewise blocks all lawsuits for
so-called preferences.  In decisions in late April and early May,
Judge Rakoff applied his Wilpon ruling to 78 lawsuits against
other customers.  Later, Judge Rakoff made his Wilpon rulings
applicable to almost 560 additional lawsuits raising identical
legal issues.  Defendants in about 550 of the lawsuits had the
right to opt out of the single-appeal procedure.

Judge Rakoff, the Bloomberg report points out, said he was
allowing a single, mass appeal to "avoid protracted, expensive and
potentially duplicative litigation proceedings and facilitate the
prompt resolution of the case."

If Mr. Picard wins on appeal, he can restore claims for about
$2.6 billion in fictitious profits, about $7 billion in claims
against customers or feeder funds that allegedly had reason to
believe there was a fraud, and about $160 million in preferences.

In other Madoff developments, California Attorney General Kamala
Harris and individual plaintiffs in four lawsuits filed papers
arguing they should be free to sue the estate of Stanley Chais.
The new filings, the report relates, were in response to a request
by the bankruptcy judge for the parties' views on the relevance of
three recent appellate cases deciding when a bankruptcy court can
stop lawsuits against third parties.  Ms. Harris argues that she
is exercising police and regulatory powers that aren't halted by
bankruptcy. The other plaintiffs contend they can sue because they
have claims of fraud and negligence that belong to them alone.

U.S. Bankruptcy Judge Burton Lifland is scheduled to hold a
hearing on July 18 to decide whether he will stop the suits. If
Picard wins, he will have the only lawsuit against Chais.  The
three cases on which Judge Lifland sought comment involved Quigley
Co., Nortel Networks Inc. and a Madoff case decided by U.S.
District Judge Paul Oetken.

The mass appeal is being taken in Picard v. Fishman Revocable
Trust, 11-07603, U.S. District Court, Southern District of New
York (Manhattan). The mass cases are also being handled in
Securities Investor Protection Corp. v. Bernard L. Madoff
Investment Securities LLC, 12-mc-00115, U.S. District Court,
Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: U.S. Supreme Court Rejects Challenge to Trustee
------------------------------------------------------------------
Brent Kendall at Dow Jones' Daily Bankruptcy Review reports that
the U.S. Supreme Court on Monday refused to consider an appeal
from a group of Bernard L. Madoff investors who were seeking to
recover all the money listed on their last account statements when
the Ponzi scheme unraveled in 2008.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BEXAR COUNTY: Moody's Affirms 'B1' Rating on Housing Rev. Bonds
---------------------------------------------------------------
Moody's Investors Service has affirmed the B1 rating of
$24,585,000 of outstanding Bexar County Housing Finance
Corporation Multifamily Housing Revenue Bonds (American
Opportunity for Housing - Colinas LLC Project) Senior Series 2001A
and downgraded to Caa2 from B3 the rating of $3,375,000 of
outstanding Subordinate Series 2001C.

Rating Rationale

The rating actions are reflective of the deteriorating debt
service coverage, the depletion of the surplus fund, and taps to
the subordinate debt service reserve fund. The outlook remains
negative due to weak coverage levels.

Credit Strengths

- Weighted average occupancy has improved across the Projects

Credit Challenges

- The surplus fund has been depleted and the subordinate debt
service reserve fund has been tapped

- Postponing maintenance and repair costs for the upkeep of the
older Projects has improved short term performance but could
negatively impact debt service coverage going forward

- High concentration of renters at Las Colinas from the student
population of the University Texas at San Antonio and a high
concentration of contract employees from USAA World Headquarters
who live at Huebner Oaks could negatively impact occupancy if
university attendance declines or large layoffs occur.

Outlook

The outlook for the bonds remains negative based on the
deteriorating financial performance of the Projects.

What could change the rating - UP

- Improved debt service coverage

- Sale of the Properties at a price that will be sufficient to
   cover the bonds

What could change the rating - DOWN

- Declines in occupancy levels

- Declines in debt service coverage levels

- Sale of the Properties for less than is implied by these
   ratings

- Cancellation of the sale of the Properties

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


BMF INC: Disclosure Statement Hearing Scheduled for Sept. 4
-----------------------------------------------------------
The Bankruptcy Court has scheduled a hearing on set Sept. 4, 2012,
at 10:00 a.m., to consider and rule upon the adequacy of the
Disclosure Statement explaining the proposed Plan of
Reorganization of BMF Inc. dated May 29, 2012, and to consider
objections to the Disclosure Statement.

As reported by the TCR on June 20, 2012, the Plan considers full
payment of all administrative, secured creditors and priority
claims and a 20% dividend to the general unsecured creditors
within seven years.

According to the Disclosure Statement, the Plan will be
substantially supported by the Debtor's operations.  The Debtor
said it has already implemented strategies to increase the sales
of its most successful lines of water products while phasing out
its less successful products.  The Debtor is also exploring
efficiencies as using its fleet of delivery trucks to deliver
product from other companies that is going to nearby addresses
along with its water deliveries.

                           About BMF Inc.

BMF Inc. operates a water distillation operation to produce
bottled drinking water.  The Debtor markets the water it distills
-- under the brand Pure H20 -- at various retail chains and
restaurants throughout Puerto Rico and the Caribbean region.

BMF Inc. filed for Chapter 11 bankruptcy (Bankr. D.P.R. Case No.
12-00658) on Jan. 31, 2012.  Judge Enrique S. Lamoutte Inclan
presides over the case.  BMF disclosed $12.3 million in assets
and $8.9 million in liabilities.


BONAVIA TIMBER: Court Approves Tonkon Torp as Chapter 11 Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon, according to
Bonavia Timber Company, LLC's case docket, authorized the Debtor
to employ Tonkon Torp LLP as Chapter 11 counsel.

Bonavia Timber Company LLC and Nevada First Corporation asked the
Court to approve the employment of Tonkon Torp.  The Debtors
required Tonkon Torp to advise them on their debt restructuring
and render general legal services to the Debtors as needed
throughout the course of the Chapter 11 cases.

The Tonkon Torp professionals who will be primarily responsible
for providing services to the Debtors, their status and their
billing rates are:

     Attorney Name           Status              Hourly Rate
     -------------           ------              -----------
     Albert N. Kennedy       Partner                 $450
     Michael W. Fletcher     Partner                 $325
     Spencer Fisher          Paralegal               $125
     Leslie Hurd             Legal Asst/Paralegal     $90

Within the 12-month period preceding the Petition, Tonkon Torp
provided legal services to Debtors.  Tonkon received a retainer of
$5,000 from Nevada First on Sept. 15, 2011.  Tonkon received a
retainer of $25,000 from Bonavia on Oct. 31, 2011.  On Oct. 31,
Tonkon applied the entirety of the $5,000 Nevada First retainer
and $5,355.25 of the Bonavia retainer for prepetition fees, costs,
and expenses.  Tonkon holds the remaining $19,644.75 of the
Bonavia retainer in its client trust account.

Mr. Kennedy attests that the partners and associates of Tonkon
Torp do not have any connection with Debtor, its creditors, any
other party in interest, or their attorneys or accountants.

In November 2009, Nevada First and Bonavia executed guarantees
pursuant to which they guaranteed a maximum of $5,000,000 of the
obligations or liabilities owing by Hill and Brand Productions 7
LLC to Third Eye Capital Corporation.  Third Eye alleges that the
Hill and Brand liabilities exceed $23,675,000.  The guarantee is
secured by liens on certain of Bonavia's real property and on
Nevada First's personal property.  On March 31, 2011, Third Eye
filed suit seeking to collect $5,000,000 and interest in excess of
$2,400,000 from Bonavia and Nevada First.  Third Eye asserts that
interest is accruing at the rate of 48% or more.

                  About Nevada First and Bonavia

Nevada First Corporation, in Winnemucca, Nevada, filed for Chapter
11 bankruptcy (Bankr. D. Ore. Case No. 11-39460) on Nov. 1, 2011.
Judge Randall L. Dunn presides over the case.  Nevada First
estimated $50 million to $100 million in assets and $1 million to
$10 million in debts.

Portland, Oregon-based Bonavia Timber Company LLC, fdba Pacific
Northwest Tree Farms LLC, filed for Chapter 11 bankruptcy (Bankr.
D. Ore. Case No. 11-39459) on Nov. 1, 2011.  The case was
reassigned to Judge Randall L. Dunn from Judge Trish M. Brown.
Bonavia estimated assets of $10 million to $50 million and debts
of $1 million to $10 million.

Albert N. Kennedy, Esq., and Michael W. Fletcher, Esq. --
al.kennedy@tonkon.com and michael.fletcher@tonkon.com -- at Tonkon
Torp, serve as counsel to both Debtors.  The petitions were signed
by Gary L. Bengochea, president.

Bonavia Timber Company LLC and NFC Land & Cattle LLC are wholly
owned subsidiaries of Nevada First.  Nevada First also owns 50%
NJB Investments LP.


BUCYRUS COMMUNITY HOSPITAL: Wins Confirmation of Liquidating Plan
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bucyrus Community Hospital Inc., which sold its
hospital in December 2010, won confirmation last week of its
liquidating Chapter 11 plan.  The explanatory disclosure statement
approved last year said the Department of Housing and Urban
Development received $5.6 million cash when the hospital was sold.

According to the report, the remainder of HUD's $21.7 million
claim was to be paid along with unsecured creditors.  Unsecured
creditors with claims totaling $7.6 million were predicted to have
a recovery from nothing to 3.3%.  The hospital said at the outset
of bankruptcy that it owed $25.9 million on a mortgage guaranteed
by HUD.

                 About Bucyrus Community Hospital

Bucyrus, Ohio-based Bucyrus Community Hospital, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No.
10-61078) on March 19, 2010.  Shawn M. Riley, Esq., Paul W.
Linehan, Esq., and Melissa S. Gibberson, Esq., at McDonald Hopkins
LLC, in Cleveland, Ohio, assist the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Chapter 11 filing.

The Company's affiliate, Bucyrus Community Physicians, Inc., filed
a separate Chapter 11 petition (Case No. 10-61081) on March 19,
2010, estimating its assets and debts at up to $1 million.

Attorneys at Frost Brown Todd LLC represent the Official Committee
of Unsecured Creditors as counsel.

In December 2010, the Debtor sold its 25-bed acute-care hospital
in Bucyrus, Ohio, to Galion Community Hospital for $10.3 million
cash.  Galion was the stalking horse buyer with an offer of $8
million. With the advent of a competing bidder, the auction drove
the price up $2.3 million, with Galion as the winner.


CARPENTER CONTRACTORS: Confirmation Hearing Set for Aug. 22
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
approved, on June 19, 2012, the disclosure statement describing
Carpenter Contractors of America, Inc., and CCA Midwest, Inc.'s
Amended Joint Plan of Reorganization.  The Court finds that the
Disclosure Statement contains "adequate information" regarding the
plan in accordance with Section 1125(a) of the Bankruptcy Code.

A hearing will be held on Aug. 22, 2012, at 9:30 a.m. to consider
confirmation of the Plan.

Prior to the entry of the order, the Debtors filed an amended
Disclosure Statement, a copy of which is available for free at:

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

Payments and distributions under the Plan will be funded by the
Debtors' current and ongoing business operations.

In addition to the revenues generated by the business operations
of the Debtors, the Debtors will have the additional financial
flexibility to implement the Plan due to the agreed upon deferral
of Donald L. Thiel's unsecured claims which will result in
additional cash availability and permit the Debtors to implement
the treatment set forth in the Plan.

First American Bank has agreed to provide the Debtors with the
exit facility in the form of a one-year $5,120,000 monitored asset
based line of credit renewable annually for three years, and a
$2,500,000 term note, repayable in 36 monthly installments.

Similarly, Don and Judith Thiel have agreed to provide the Debtors
with exit financing in the form of a $1,000,000 revolving line of
credit, which will bear the interest rate of 5% percent, repayable
when the Debtors have available cash flow.

Donald L. Thiel will continue to sit as chairman and president of
the post-confirmation management of Carpenter Contractors while
Kenneth B. Thiel will retain his position as President of the
post-confirmation management of CCA Midwest.

A copy of the Disclosure Statement Order is available at:

           http://bankrupt.com/misc/774_CARPENTER.pdf

                    About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., and Christian Savio, Esq.,
at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fl.,
serve as the Debtors' bankruptcy counsel.  Attorneys at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special
counsel.  GlassRatner Advisory & Capital Group, LLC, led by Thomas
Santoro, is the Debtors' financial advisor, and Scott L. Spencer,
CPA and Crowe Horwath, LLP. is the Debtors' accountant for audit
work.  Carpenter Contractors disclosed $42,900,573 in assets and
$25,861,652 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the Court that until
further notice, he will not appoint a committee of creditors.


CATALYST PAPER: Creditors Accept Plan of Arrangement
----------------------------------------------------
Catalyst Paper Corporation has received the necessary creditor
approval for its second amended plan of arrangement under the
Companies Creditors Arrangement Act in Canada.  Approval of more
than 99% of secured and unsecured creditors was received in votes
cast in person and by proxy at meetings held June 25 in Richmond,
BC.

The sanction hearing under the CCAA process is scheduled to occur
on June 28, 2012 in the Supreme Court of British Columbia and
pending the BC Court approval, the confirmation hearing under the
Chapter 15 process of the US Court in Delaware is expected to take
place in mid-July.

"We have received support from a majority of stakeholders since we
began the reorganization process and the vote of support by
creditors for the second amended plan of arrangement sets out a
clear path forward," said President and Chief Executive Officer
Kevin J. Clarke.  "With the cooperation of employees, vendors,
customers, pensioners and investors, Catalyst has been able to
make progress through a very complicated situation at an
unprecedented swift pace."

"The plan which received creditor approval puts Catalyst on a
stronger financial base to compete and adapt as the marketplace
for our products continues to change," Mr. Clarke said.  "We're
now turning our attention to securing our exit financing and
satisfying the remaining conditions of the plan with a target
timeline to emerge from creditor protection in the near term."

In a related proceeding, Catalyst received BC Court approval to
extend the period of CCAA protection to September 30, 2012.

Catalyst also received confirmation of regulatory approval by
provincial government Order in Council of its proposed
modifications to its salaried pension plan to provide for a
special portability election option and solvency funding relief.
The amendments required provincial government approval.  The
company estimates that it will save some $7 million annually with
implementation of these modifications following a successful plan
of arrangement.

                       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.


CGO ENTERPRISES: Court Dismisses Bankruptcy Case
------------------------------------------------
Judge Michael Romero of the U.S. Bankruptcy Court in Denver has
dismissed CGO Enterprises LLC's Chapter 11 case, saying that the
Debtor filed an "incomplete bankruptcy case" and never responded
to a letter from his clerk that asked for more financial details
about its operations, Katy Stech at Bankruptcy Beat reports.

According to Ms. Stech, the Court waited 42 days for the Debtor's
executives to explain their reorganization attempt.

Converting the Debtor's case to Chapter 7 and shutting it down
wasn't an option, Ms. Stech relates, citing watchdog Richard
Wieland of the Justice Department's U.S. trustee office.  Ms.
Stech says that it would have forced Judge Romero to appoint a
financial profession to sell the Debtor's assets for scraps.

According to the Troubled Company Reporter on June 6, 2012,
Westlaw Journals reported that the Debtor agreed to have its
Chapter 11 case dismissed after the U.S. Trustee argued in court
papers that the filing was not made in good faith.  Mr. Wieland,
Westlaw stated, argued that the Debtor would be unable to confirm
a Chapter 11 reorganization because any plan would be funded from
the cultivation and sale of medical marijuana.  According to the
report, the Debtor said in response papers that it doesn't engage
in the retail sale or distribution of medical marijuana, but
rather acts as a producer and cultivator.  The Debtor informed the
U.S. Trustee that it didn't intend to proceed with the bankruptcy
petition, citing the complication that could arise under Colorado
law of trying to prove ownership of the plants, Westlaw related.

CGO Enterprise LLC is a Colorado medical marijuana grower.
CGO filed a Chapter 11 petition (Bankr. D. Colo. Case No. 12-
19010) on May 1, 2012.  Assets as of the bankruptcy filing include
$130,000 worth of unharvested marijuana leaves.  CGO said it owes
about $800,000 to its landlord, which has moved to evict it for
nonpayment.


CINRAM INTERNATIONAL: Najafi Companies to Buy Assets & Business
---------------------------------------------------------------
Cinram International Income has reached agreements with newly
formed subsidiaries of Najafi Companies for the sale of
substantially all of Cinram's assets and businesses in the United
States, Canada, the United Kingdom, France and Germany.

"Cinram is a market leader in its industries with a long track
record of best in class performance," said Jahm Najafi, CEO,
Najafi Companies.  "We look forward to a seamless transition for
our customers, and to build on Cinram's significant base of
strengths and expertise."

"We look forward to joining with Najafi Companies," said Steve
Brown, CEO, Cinram. "Cinram will continue its focus on
strengthening its competitive position in the market with a much
stronger financial footing."

                      About Najafi Companies

Najafi Companies is a private investment firm whose current
portfolio companies include Direct Brands, Actissia, SkyMall,
Trend Homes and Snowflake Power.  The firm makes highly-selective
investments up to $1 billion in transaction value in companies
with strong management teams across a variety of industries. The
firm takes a long-term view on its investments and focuses its
efforts to create value through growth and superior performance.

                   About Cinram International

With headquarters in Toronto, Ontario, Canada, Cinram
International Inc. is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio CDs.

In April 2012, Standard & Poor's Ratings Services lowered its
ratings on Cinram International Inc., including its long-term
corporate credit rating on the company to 'CC' from 'CCC'.

"We also revised the recovery rating on the company's senior
secured debt to '5' from '4' given our opinion of a lower
emergence valuation for Cinram compared with our previous
expectations due to the company's poor performance, which we
expect will continue. The '5' recovery rating indicates our
expectation of modest (10%-30%) recovery in a default situation,
in contrast to a '4' recovery rating, which indicates our opinion
of average (30%-50%) recovery. The recovery rating on the first-
out senior secured revolving credit facility is unchanged at '1',
indicating very high (90%-100%) recovery in default," S&P said.

In February 2012, Moody's Investors Service downgraded Cinram
International's corporate family rating (CFR) and probability of
default ratings (PDR) to Caa3 from Caa1 and Caa2 respectively. At
the same time, Cinram's speculative grade liquidity rating was
downgraded to SGL-4 (poor) from SGL-3 (adequate), and the ratings
outlook was revised to negative from stable.

Moody's rating action was prompted by the combination of continued
technological substitution and resulting ongoing weak results and
poor forward earnings visibility, together with the company's near
total reliance on bank lenders for external capital. With the
market value of the company's equity having declined to just over
$11 million, it appears that Cinram has no access to alternative
sources of capital and with weak free cash flow generation, the
company's ability to reinvent itself is quite limited. This
increases the potential of lenders incurring losses as Cinram, a
replicator and distributor of CD's and DVD's (a business that is
experiencing precipitous declines), looks to reposition its
business activities.


COMMUNITY TOWERS: Plan Confirmation Hearings Set for July 17-18
---------------------------------------------------------------
The Hon. Stephen L. John of the U.S. Bankruptcy Court for the
Northern District of California approved a stipulation between
Community Towers I, LLC, et al., and CIBC, Inc., modifying certain
deadlines set forth in the first amended order approving the
Disclosure Statement for the Debtors' Plan of Reorganization dated
March 27, 2012.

The Court ordered that the new deadlines are:

   June 18:                identification of parties' expert and
                           percipient witnesses, and exchange of
                           reports prepared by experts

   June 27:                discovery completion, including written
                           discovery and depositions of percipient
                           and expert witnesses

   July 3:                 filing of opening briefs in support of
                           and in opposition to confirmation of
                           the Plan

   July 11:                (a) filing of reply briefs, if any, in
                           support of and in opposition to
                           confirmation of the Plan, (b) filing
                           and exchange declarations of witnesses
                           intended to be used as direct
                           testimony, and (c) lodge and exchange
                           all exhibits.

The Court will convene a hearing on July 17 and July 18, at
9 a.m., to consider testimony and argument in support of and in
opposition to confirmation of the Plan.

On April 10, the Court set these set these deadlines: (i) June 4 -
- identification of expert and percipient witnesses, and exchange
reports prepared by experts.; (ii) June 18, 2012 -- discovery
completion; (iii) July 2 -- filing of opening briefs; and (iv)
July 9 -- filing of replies, declarations and exchange of briefs.

                         CIBC's Objection

At the hearing the Court will consider CIBC, Inc.'s objections to
the Debtors' Plan.  According to CIBC, the Plan that turns a short
term, normal loan-to-value loan that has matured into a 10-year
loan that puts CIBC at the mercy of unrealistic assumptions and
projections -- starting with the supposition that a 90- or 95%,
ten year, partial interest-only loan is a prime rate loan -- and
an owner-management that is both desperate to save its investment
and prone to favoring its interests over those of creditors when
push comes to shove.

CIBC stated that, among other things:

   -- the Debtors' projections are faulty, they overstate the
      likely income and understate the likely expenses; and

   -- the Plan purports to impose an interest rate less than about
      9%;

                        The Chapter 11 Plan

Judge Stephen L. Johnson has approved the disclosure statement in
support of the joint plan of reorganization filed by the Debtors.

The key features of the Debtors' proposed Plan include:

     -- Profitable operation of their Property,
     -- Satisfaction or disallowance of Claims, and
     -- Assumption of executory contracts and unexpired leases.

The Reorganized Debtors will continue to lease units and use cash
on hand and cash generated from business operations to perform its
obligations under the Plan.  The Debtors believe that through the
operation of the Debtors' Property, all Claims will be paid
pursuant to the provisions of the Plan.

The Debtors have projected conservative growth in lease revenue in
their business plan.  Specifically, the Debtors have assumed
average lease revenue growth as detailed in the Appraisal.
Consistent with the projections in the Appraisal, the Debtors have
provided that rental revenue would increase from 3% to 5% based on
the year in question.  Additionally, the Debtors' lease
assumptions are based on current actual rents with projected
future leases at $1.60 per square foot consistent with the
Appraisal.  The Debtors have also increased their expenses by 3%
per year as set forth in the Appraisal.

A copy of the disclosure statement is available for free at:

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

                    About Community Towers I LLC

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  John Walshe
Murray, Esq., at the Law Offices of Murray and Murray, in
Cupertino, California, serves as counsel to the Debtor.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.


DEWEY & LEBOEUF: Terminating 24 Worldwide Office Leases
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dewey & LeBoeuf LLP filed papers to terminate 14
office leases in the U.S. and 10 abroad.  The liquidating law firm
intends to walk away from furnishings and equipment in the
offices, except for artwork in some locations.  There will be a
hearing on July 9 in U.S. Bankruptcy Court in New York on the law
firm's request for authority to reject the leases.  If the judge
goes along, rejection will be effective as of May 28.

The report notes that the firm is now only using some space in the
former New York office that was subleased, according to court
papers.

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

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


DEWEY & LEBOEUF: Committees Seek OK on Info-Sharing Procedures
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that two Dewey & LeBoeuf
LLP committees -- one for unsecured creditors and one for certain
former partners -- have made good on promises to team up in the
fallen firm's bankruptcy, filing a motion Friday seeking
authorization to share information.

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

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


DEWEY & LEBOEUF: Committee to Probe Lenders on Bankr. Law Breach
----------------------------------------------------------------
Nick Brown at Reuters reports that the unsecured creditors of
Dewey & LeBoeuf LLP said it will investigate JPMorgan Chase & Co
and other lenders on possible breaching of bankruptcy laws.

The lenders, who claimed that they are owed $225 million by the
Debtor, demanded an increase in collateral as a condition for
extending two loan deadlines in the weeks before the firm filed
for Chapter 11, Reuters says, citing the Committee.  The report
states that the lenders demanded liens on most of the Debtor's
cash and proceeds of potential legal claims the Debtor may have
against former partners.   According to the report, the secured
lenders were initially collateralized by the Debtor's accounts
receivable, contract rights and some other assets.

Ed Weisfelner, lead lawyer for the Committee, said that the added
collateral may be voidable under bankruptcy laws barring creditors
from receiving payment and other consideration from insolvent
companies without giving something of equal value in return,
Reuters relates.  According to Reuters, the Committee could argue
that they do not justify the added collateral because they didn't
benefit the firm or its other creditors.

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

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


DEWEY & LEBOEUF: Proposes Procedures to Dispose of Client Files
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dewey & LeBoeuf LLP is setting up procedures to rid
itself of what the bank lenders previously said were a half-
million boxes of client files.  The firm scheduled a hearing on
July 9 where the bankruptcy judge in New York will be asked to
give his approval for a process where files will be abandoned if
not retrieved by the former clients.

According to the report, in papers filed June 22, Dewey says that
"virtually all" files for active matters have been or are being
transferred to other law firms. While some inactive files are in
the firm's former offices, "hundreds of thousands of boxes of
former client files" are stored in third-party warehouses where
storage fees are accruing.

The report relates that if the judge goes along with the proposal,
clients will be given notice and 45 days to request taking
possession of their files.  Files that aren't claimed will be
deemed abandoned.  Dewey will not turn over files to clients who
haven't paid their bills, the court filing states. While Dewey
will charge clients for shipping costs, the firm won't charge
retrieval fees.  Warehouses may charge retrieval fees, the firm
said.

Mr. Rochelle also reports that at the same July 9 hearing, Dewey
will ask the court's permission to terminate leases for 14 office
leases in the U.S. and 10 abroad.

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

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


DGSE COMPANIES: Bronstein Gewirtz Probes Potential Claims
---------------------------------------------------------
Attorney Advertising -- Bronstein, Gewirtz & Grossman, LLC is
investigating potential claims on behalf of purchasers of the
securities of DGSE Companies, Inc. concerning whether the company
and certain of its officers and directors have violated federal
securities laws.

DGSE received written notice that the SEC initiated a private
investigation into certain accounting irregularities, disclosed in
the Company's Current Report on Form 8-K, dated April 16, 2012, to
determine whether any persons or entities engaged in, or are about
to engage in, any possible violations of the federal securities
laws.  The stock has been halted at $7.43.

On April 16, 2012 the Company disclosed that the Company's board
of directors had determined the existence of certain accounting
irregularities beginning during DGSE's 2007 second calendar
quarter and continuing in all subsequent periods, which could
affect financial information reported since that time.  According
to the Company, the accounting irregularities were the result of
improper accounting of inventory and other balance sheet accounts
by its former Chief Financial Officer.  On this news, the trading
of DGSE common stock was halted by the American Stock Exchange.
The company now has until October to comply with American Stock
Exchange rules to avoid delisting.

If you are aware of any facts relating to this investigation, or
purchased shares of DGSE, you can assist this investigation by
contacting either Peretz Bronstein or Eitan Kimelman of Bronstein,
Gewirtz & Grossman, LLC at  212-697-6484 or via email
eitan@bgandg.com. Those who inquire by e-mail are encouraged to
include their mailing address and telephone number.

Bronstein, Gewirtz & Grossman, LLC is a corporate litigation
boutique.  Our primary expertise is the aggressive pursuit of
litigation claims on behalf of our clients.  In addition to
representing institutions and other investor plaintiffs in class
action security litigation, the firm's expertise includes general
corporate and commercial litigation, as well as securities
arbitration.

                      About DGSE Companies

DGSE Companies, Inc. -- http://www.bullionexpress.com--
wholesales and retails jewelry, diamonds, fine watches, and
precious metal bullion and rare coin products through its Bullion
Express, Charleston Gold & Diamond Exchange, Dallas Gold & Silver
Exchange, Southern Bullion Coin & Jewelry and Superior Gold &
Diamond Exchange operations.  DGSE also owns Fairchild
International, Inc., one of the largest vintage watch wholesalers
in the country.


DIAMOND BEACH: Court Approves Hoover Slovacek as Attorneys
----------------------------------------------------------
Diamond Beach VP LP sought and obtained approval from the U.S.
bankruptcy Court to employ Edward L. Rothberg and Hoover Slovacek
LLP as attorneys.

The firm's rates are:

             Personnel                Rates
             ---------                -----
         Edward L. Rothberg            $395
         Annie Catmull                 $310
         Mehssa Haselden               $275
         T. Josh Judd                  $250
         Mazelle S. Krasoff            $175
         Legal Assistants/Paralegals    $85-$125

Edward L. Rothberg, Esq., attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Diamond Beach VP

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

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

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

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

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

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


DILLARD'S INC: Moody's Raises Corp. Family Rating to 'Ba3'
----------------------------------------------------------
Moody's Investors Service upgraded Dillard's, Inc. long term
ratings including its Corporate Family Rating to Ba3 from B1. The
upgrade is reflective of Dillard's continued strong operating
performance and Moody's opinion that its credit metrics will
remain good. The rating outlook is stable.

The following ratings are upgraded:

Dillard's, Inc.

  Corporate Family Rating to Ba3 from B1

  Probability of Default Rating to Ba3 from B1

  Senior unsecured notes to B1 (LGD 4, 63%) from B2 (LGD 4, 69%)

  Subordinanted notes to B2 (LGD 6, 95%) from B3 (LGD 6, 95%)

Dillard's Capital Trust I

  $200 million preferred stock to B2 (LGD 6, 95%) from B3 (LGD 6,
  95%)

Ratings Rationale

Dillard's Ba3 rating reflects its good credit metrics as a result
of its low level of funded debt which results in modest leverage.
It also reflects Moody's belief that Dillard's improvements in
merchandising and inventory and expense management are
sustainable, which should result in Dillard's operating
performance being more predictable going forward. Dillard's rating
is also supported by its very good liquidity and its sizable
portfolio of owned real estate.

Dillard's operating margin has significantly improved over the
past two years, However, it remains below several of its industry
competitors, which constrains the rating. In addition, Moody's
remains concerned about Dillard's long history of inconsistent
operating performance. Dillard's experienced a prolonged decline
in comparable store sales and sporadic earnings from 2000 to 2009.

While Dillard's improved credit metrics and good liquidity may be
representative of a higher rating, the rating is constrained by
its regional concentration in the southwest, southeast, and
midwest. This concentration results in Dillard's needing to
maintain credit metrics which are strong for its rating level
going forward. In addition, the rating is also constrained by the
possibility that Dillard's may at some time choose to use its REIT
to raise incremental debt. Dillard's does not currently state
leverage or coverage targets publically.

The stable outlook reflects Moody's view that Dillard's credit
metrics will remain good over the next twelve months. It also
factors in the risk that Dillard's financial policy may change to
being moderately more shareholder friendly but that its current
level of performance provides sufficient cushion for it to still
maintain good credit metrics.

Ratings could be upgraded should Dillard's demonstrate a longer
track record of consistent performance including flat to modestly
positive comparable store sales while maintaining its current
operating margins. In addition, quantitatively, ratings would be
upgraded should debt to EBITDA remain below 3.5 times and EBITA to
interest expense remain above 3.0 times. An upgrade would also
require Moody's becoming comfortable that Dillard's financial
policy, including transactions involving its REIT, will be managed
such that credit metrics remain at levels appropriate for a higher
rating.

Ratings could be downgraded should operating performance decline
such that debt to EBITDA rises above 4.5 times or EBITA to
interest expense falls below 2.25 times. Ratings could also be
downgraded should Dillard's liquidity become weak or should
financial policy become increasing aggressive including
transferring further properties to the REIT.

Dillard's, Inc., is a regional department store chain operating
304 retail stores; including 17 clearance centers, and an internet
business, in 29 U.S. states with concentrations in the southwest,
southeast, and Midwest. The company is headquartered in Little
Rock, Arkansas. Revenues are about $6.3 billion.

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


DREIER LLP: Judge Tells Cochran Firm to Yield Docs or Face Fine
---------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that U.S.
Bankruptcy Judge Stuart M. Bernstein on Thursday gave personal
injury firm The Cochran Firm seven days to comply with a discovery
order in the Dreier LLP bankruptcy, and threatened it with a
$1,000-a-day fine if it does not.

Bankruptcy Law360 relates that Judge Bernstein shot down Cochran
and Professional Traders Management LLC's argument that they had
not violated the order and were instead merely challenging its
basis.

                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DREIER LLP: Trustee Sues Art Advisor to Get Back $1.9MM
-------------------------------------------------------
Jacqueline Palank at Bankruptcy Beat reports that Dreier LLP's
trustee, Sheila Gowan, has filed a lawsuit in Manhattan bankruptcy
court against Heidi Lee and her art-advisory firm for the return
of $1.9 million she received for helping Marc Dreier build his
personal art collection in the months before his arrest on running
a fraudulent investment scheme.  Ms. Palank relates that the
trustee claimed that to pay Ms. Lee, Mr. Dreier used his law
firm?s cash to buy pieces to display in his homes.  Ms. Lee is
alleged to have received the payments between April 2007 and
September 2008, Ms. Palank states.

                  About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DRI INC: Sale to Levine Leichtman to Be Approved by Judge
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that DRI Inc. received a commitment from the bankruptcy
judge at a June 20 hearing to approve a sale of the business for
$25.3 million to an affiliate of Levine Leichtman Capital Partners
Inc. The price rose almost 15% at auction.  DRI previously said
the price should be sufficient to pay secured creditors in full
and cover expenses of the bankruptcy, with a surplus for unsecured
creditors.

                          About DRI Corp.

DRI Corp. (OTCQB:TBUS) -- http://www.digrec.com/-- a provider of
digital signs for transportation systems, filed a Chapter 11
petition in Wilson, North Carolina (Bankr. E.D.N.C. Case No.
12-02298) on March 25, 2012.  DRI intends to sell its assets and
operations under Section 363 of Chapter 11 of the U.S. Bankruptcy
Code.

Dallas, Texas-based DRI disclosed assets of $42.8 million and
liabilities totaling $31.4 million.  Debt includes $9.6 million
owing to Interim Funding III LP, a secured lender with liens on
all assets.

Affiliates Digital Recorders, Inc., TwinVision of North America,
Inc., and Robinson Turney International, Inc., also sought
bankruptcy protection (Case Nos. 12-02299, 12-02300 and 12-02302).
The cases are jointly administered.

Judge Randy D. Doub presides over the case.  The petition was
signed by David L. Turney, chairman and CEO.  Northen Blue, LLP,
serves as the Debtors' counsel.  Elaine T. Rudisill and The Finley
Group, Inc., serve as chief restructuring officer and financial
consultants.  Morgan Keegan & Company, Inc., serves as marketing
consultants.  Wyrick Robbins Yates & Ponton, LLP, serves as
special counsel with respect to corporate law matters.


EATON MOERY: Court Confirms Second Amended Chapter 11 Plan
----------------------------------------------------------
The Hon. James G. Mixon of the U.S. Bankruptcy Court for the
Eastern District of Arkansas confirmed Eaton Moery Environmental
Services, Inc.'s Second Amended Chapter 11 Plan dated March 23,
2012.

The objection of Nancy J. Gargula, U.S. Trustee for Region 13, was
withdrawn.  Previously, the U.S. Trustee asked the Court to deny
the confirmation of the Debtor's Plan.

According to the Trustee the Second Amended Plan, among other
things:

  -- the Plan does not have an adequate means of implementation
     nor is feasible;

  -- the Debtor has failed to pay postpetition taxes timely;

  -- the Debtor has failed to timely file its March 2012 monthly
     operating report; and

  -- the Debtor owes the U.S. Trustee $6,500 in quarterly fees.

As reported in the Troubled Company Reporter on Sept. 6, 2011, the
Debtor filed a First Amended Plan of Reorganization, dated
Aug. 23, 2011, that provides for these terms:

Claim                              Treatment
-----                              ---------
I                       Paid from cash on hand on the Effective
Administrative Expenses  Date.

II Priority Claims &
III Non-Tax Claims       Monthly payments will be paid on these
                         Claims, according to the payment
                         schedule, until each deficiency is
                         cured.  The proposals remove the
                         Penalties from the claims of both
                         State and federal taxing authorities.

IV
Bank of the Ozarks       Monthly payments will continue as
                         scheduled in the original note and
                         mortgage, except that the remaining
                         amortization will be 15 years instead
                         of eight years, thereby lowering the
                         monthly payment from $57,000 to
                         $38,000.

V Landfill Priority
Vendors                  This class consists of the Allowed
                         Priority Unsecured Claim of Landfills
                         in the approximate amount of $654,920.

VI
Delta Environmental
Investments, LLC         The Debtor asserts these claims are
                         entitled to no distribution.

VII Landfill Vendors
Priority Unsecured       To be paid in full by monthly payments
                         of $14,589 until the $654,920 claim is
                         paid in full.  The monthly payment
                         amortizes the Landfill vendors claim at
                         6% interest over five years.  The
                         monthly payment will be prorated to
                         each vendor based on their pro rata
                         share of the total outstanding debt.

VIII
DEI LLC, Insider Notes   Debtor disputes these insider claims in
                         full.

IX                      Glen Eaton and Bryan Moery waive their
Glen Eaton and Bryan     claims.
Moery

X
Unsecured Claims         All allowed Unsecured Claims will be
                         paid 50% of face value from the
                         operating profits of the Debtor at the
                         end of each calendar year.  The
                         Unsecured Claims are reduced to
                         $232,000.  The Debtor proposes to
                         dedicate $20,000 on December 31st each
                         year for this purpose, which amount
                         will be prorated based on the amount of
                         each outstanding claim -- this claim
                         will be paid in 10 years.  The
                         remaining $32,000 will be paid as a
                         single payment.

XI
Equity Security Holders  Claimants' existing stock will be
                         voided and 20,000 share of new common
                         Stock will be issued.

A full-text copy of the Amended Plan and its related exhibits is
available at no charge at:

http://bankrupt.com/misc/EatonMoeryTCR_1stAmPlan082311.pdf

            About Eaton Moery Environmental Services

Wynne, Arkansas-based Eaton Moery Environmental Services, Inc.,
dba Delta Environmental Services, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Ark. Case No. 10-14713) on
June 30, 2010.  James F. Dowden, P.A., serves as the Debtor's
bankruptcy counsel.  The Company estimated assets at $10 million
to $50 million and liabilities at $1 million to $10 million.


EATON MOERY: U.S. Trustee Withdraws Case Dismissal/Conversion Plea
------------------------------------------------------------------
The Hon. James G. Mixon of the U.S. Bankruptcy Court for the
Eastern District of Arkansas ordered that the request to dismiss
or convert the Chapter 11 case of Eaton Moery Environmental
Services, Inc., to one under Chapter 7 of the Bankruptcy Code be
deemed withdrawn.

The U.S. Trustee for Region 13 advised the Court that it has
withdrawn its motion for case dismissal or conversion.

As reported in the Troubled Company Reporter on March 13, 2012,
according to the U.S. Trustee, there appears to be a substantial
or continuing loss to the estate and unreasonable likelihood of
rehabilitation because the Debtor owes postpetition $620,299 in
combined taxes and trade accounts payable as of Dec. 31, 2011.

The Debtor is also obligated to pay to the U.S. Trustee a minimum
of $325 for each quarterly period, including any fraction thereof,
until a Plan is confirmed, or the case is converted or dismissed,
whichever occurs first.

            About Eaton Moery Environmental Services

Wynne, Arkansas-based Eaton Moery Environmental Services, Inc.,
dba Delta Environmental Services, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Ark. Case No. 10-14713) on
June 30, 2010.  James F. Dowden, P.A., serves as the Debtor's
bankruptcy counsel.  The Company estimated assets at $10 million
to $50 million and liabilities at $1 million to $10 million.


EPICOR SOFTWARE: Bank Debt Trades at 2% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Epicor Software
Corp. is a borrower traded in the secondary market at 98.03 cents-
on-the-dollar during the week ended Friday, June 22, an increase
of 0.58 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 375 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 16, 2018, and carries Moody's Ba3 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.


ESCO-VINA LLC: Court Dismisses Involuntary Chapter 11
-----------------------------------------------------
The U.S. Bankruptcy Court in April signed off on an agreed order
dismissing without prejudice the involuntary Chapter 11 petition
filed against ESCO-Vina LLC.  The Court issued in May a final
decree closing the case.

The creditors of ESCO-VINA LLC, fka Vina Texas Metal Trading LLC,
filed an involuntary Chapter 11 petition (Bankr. W.D. La. Case No.
11-21212) against the Company on Dec. 1, 2011.  The petitioners
are Austin Vina LLC, Scrap and Steel, Sara Nguyen, and IEI
Services LLC.  Robert Summerhays presides over the case.

Counsel for Austin Vina, LLC, is:

          Omer F. Kuebel, III, Esq.
          LOCKE LORD LLP
          601 Poydras Street, Suite 2660
          New Orleans, LA 70130
          Telephone: (504) 558-5155
          Facsimile: (504) 558-5200
          E-mail: rkuebel@lockelord.com

An involuntary Chapter 11 petition was also filed against Esco
Marine, Inc.  Counsel to Esco Marine are:

          Matthew S. Green, Esq.
          PRIES & ROY PLC
          102 Versailles Blvd., Suite 400
          Lafayette, LA 70501
          Telephone: (337) 237-6062
          Facsimile: (337) 237-9129

               - and -

          Paul N. DeBaillon, Esq.
          DEBAILLON & MILEY
          201 Travis Street
          Lafayette, LA 70503
          Telephone: (337) 237-0598
          Facsimile: (337) 233-8867


FAITH CHRISTIAN: Court Dismisses Chapter 11 Case
------------------------------------------------
The Bankruptcy Court grant, with prejudice, a request to dismiss
the Chapter 11 case of Faith Christian Family Church of Panama
City Beach Inc.

In view of the dismissal, the Court rendered moot a request to
appoint a Chapter 11 trustee in the case.

As reported by the Troubled Company Reporter, Donald F. Walton,
the U.S. Trustee for Region 21, sought dismissal or conversion of
the Chapter 11 case, saying the Debtor has been remiss in its duty
to file monthly reports.  The U.S. Trustee's duties include
supervising the administration of chapter 11 cases.  To fulfill
this mandate, the U.S. Trustee requires debtors to submit reports
and other information.  According to the U.S. Trustee, the last
report filed by the Debtor is for the month of November 2011.

The U.S. Trustee also noted the Debtor has accrued quarterly fees
that will be delinquent if not paid prior to April 30, 2012. The
quarterly fee balance for the first quarter of 2012 is estimated
to be $325.  However, without any financial information the United
States Trustee has not way to accurately calculate fees due.

The TCR also reported SunTrust's request for appointment of a
Chapter 11 trustee.  The bank argued the Debtor has been in
violation of the Court's salary order.  The Bankruptcy Court
authorized the Debtor to pay its chief officer and head pastor,
Markus Q. Bishop, but limited Mr. Bishop's weekly salary to $1,000
and his compensable expenses to $905 per month.

The bank's counsel, Denise D. Dell-Powell, Esq., at Burr & Forman
LLP, said the Debtor has been paying Mr. Bishop amounts well in
excess of the prescribed limits.  From June to November 2011,
pursuant to the Salary Order, Mr. Bishop should have been paid
$26,000.  Instead, he was paid $44,600, not counting other
unauthorized expenses clearly outside of the limitations of the
Salary Order.  SunTrust also said the unauthorized expenses for
which the Debtor has also compensated Mr. Bishop are clearly
frivolous, personal expenditures.

Ms. Dell-Powell said the bank records and DIP reports reveal Mr.
Bishop has been using the Debtor's coffers as his personal piggy
bank, in violation of his fiduciary duties and in direct violation
of the Salary Order.

On Aug. 5, 2008, SunTrust made a $2,862,000 loan to Faith
Christian which is secured by the majority of Debtor's property
and facilities.  The State Court in the Fourteenth Judicial
Circuit Court entered a Final Judgment of Foreclosure in the
amount of $2,924,126.71, and set a foreclosure sale for the entire
Church Campus for May 26, 2011.  However, two days before the
scheduled sale, Faith Christian filed for Chapter 11.

                About Faith Christian Family Church

Faith Christian Family Church of Panama City Beach Inc. operates
the Faith Christian Family Church in Panama City Beach, Florida.
The church filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Fla. Case No. 11-50288) on May 24, 2011.  The Debtor disclosed
$11,339,469 in assets, and $3,361,477 in debts as of the Chapter
11 filing.  Charles M. Wynn Law Offices, P.A., serves as the
Debtor's bankruptcy counsel.


FIRST DATA: Bank Debt Trades at 5.2% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which First Data Corp.
is a borrower traded in the secondary market at 94.75 cents-on-
the-dollar during the week ended Friday, June 22, an increase of
0.94 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 500 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 24, 2017, and carries Standard & Poor's B+ rating.  It 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.


FLOWSERVE CORP: Moody's Withdraws 'Ba1' CFR & 'Ba2' PDR
-------------------------------------------------------
Moody's Investors Service upgraded Flowserve Corporation's senior
secured bank facility rating to Baa3 from Ba1. As Flowserve is now
an investment grade issuer, Moody's withdrew the company's Ba1
corporate family rating, Ba2 probability of default rating, and
SGL-1 speculative grade liquidity rating. The company's ratings
outlook is stable. This concludes the review for possible upgrade
initiated on June 1, 2012, triggered by the company's announcement
that it had endorsed a capital structure strategy.

Ratings Rationale

Darren Kirk, a vice president with Moody's, said, "Flowserve's
ratings upgrade is supported by the clarity of its capital
structure strategy and Moody's expectation that the company will
maintain its adjusted Debt/ EBITDA between 1.5x and 2.5x through
the economic cycle." Mr. Kirk added, "as well, we expect Flowserve
will maintain good liquidity as it implements its recently
announced $1 billion stock repurchase program."

Flowserve's Baa3 rating reflects its strong market position within
the fragmented flow control industry (pumps, valves and seals)
where its products and services are sold into an assortment of end
markets globally. Flowserve has meaningful exposure to
infrastructure spending cycles, however demand for its products is
balanced between both short and long cycle projects, which is
reflected in its advance order book, while another 40% of its
revenue is derived from its steady and high-margin aftermarket
service business. Moody's expects that Flowserve will achieve
modest earnings growth and over $300 million of free cash flow
over the next year, supported by improvements in recent working
capital inefficiencies. While this could enable Flowserve's
adjusted Debt/ EBITDA to reduce from 1.2x currently, Moody's
expects implementation of the company's sizeable share repurchase
program will steadily increase its adjusted Debt/ EBITDA to
between 1.5x -- 2.5x, consistent with its stated capital structure
target range. Flowserve is also likely to pursue acquisitions,
although any such activity is expected to be bolt-on in size and
financed within the bounds of the above-noted leverage
expectations.

Flowserve's bank facility is currently secured by the pledge of
shares in certain of its subsidiaries. The facility includes a
fall away provision for the security should Flowserve attain
investment grade ratings from both Moody's and S&P. In any event,
Moody's expects that, over time, Flowserve will seek to structure
its debt on a senior unsecured basis, as is already the case with
the $250 million 364 day bridge loan (unrated) it obtained on June
14, 2012 to help fund its share repurchase program.

The stable outlook reflects Moody's view that Flowserve's rating
is unlikely to change within the next 12 to 18 months as debt
capacity is expected to be consumed by shareholder returns and/or
acquisition activity.

Flowserve could be further upgraded should the company demonstrate
commitment to its new capital structure policy and maintain good
liquidity as it pursues its growth objectives and shareholder
return initiatives. Quantitatively, adjusted Debt/ EBITDA
sustained towards 2x and FFO/ Debt sustained above 35% would
support a higher rating. A downgrade could occur should debt-
financed acquisitions or higher than expected return of cash to
shareholders result in adjusted Debt/ EBITDA sustained above 3x
and FFO/ Debt below 20%.

The principal methodology used in rating Flowserve Corporation was
the Global Manufacturing Industry Methodology published in
December 2010.

Headquartered in Irving, Texas, Flowserve Corporation is a leading
provider of pumps, valves and mechanical seals as well as related
services to various end markets globally. Revenue for the last
twelve months ended March 31, 2012 was $4.6 billion.


FRANCIS ROZELLE: Plan Confirmation Hearing Moved to July 31
-----------------------------------------------------------
Patrick Danner at San Antonio Express-News reports that a June 21
bankruptcy court proceeding on confirmation of a reorganization
plan involving 114 acres of land near the University of Texas at
San Antonio was continued until July 31 after some legal
wrangling.  According to the report, landowners Clarita Sommers
Johnson and son Francis "Pete" Rozelle Jr. have filed a plan that
would allow them two more years to sell portions of the
undeveloped property to repay Broadway Bank, which loaned them
$8.2 million in 2006.  An appraiser for Ms. Johnson and Mr.
Rozelle valued the land at $49 million in 2009.

The report notes the bank extended the note three times before it
moved to foreclose last year.  Ms. Johnson and Mr. Rozelle halted
the foreclosure when each filed for Chapter 11 bankruptcy
protection in September 2011.

According to the report, Chief U.S. Bankruptcy Court Judge Ronald
B. King temporarily allowed a $342,388 claim by law firm Haynes
and Boone LLP in Mr. Rozelle's bankruptcy.  Haynes and Boone
representatives say the firm is owed legal fees for representing
Mr. Rozelle and his sister Rita Rozelle Schimpff in a Boerne land
dispute in 2005 and 2006.

The report says Judge King's ruling to allow the claim gives the
law firm -- Mr. Rozelle's largest unsecured creditor -- standing
to oppose his bankruptcy reorganization plan, preventing it from
being confirmed.  Lawyers for Mr. Rozelle objected to the claim,
saying the law firm's claim is barred, for among other reasons, by
a statute of limitations.  Haynes and Boone representatives
disagree.  Judge King has scheduled a hearing on the claim dispute
for July 17.

According to the report, Judge King said Mr. Rozelle's bankruptcy
case will end one of three ways: confirmation of a reorganization
plan, appointment of a Chapter 11 trustee, or conversion of the
case to Chapter 7 liquidation.

The report notes that while Mr. Rozelle and Ms. Johnson each filed
their own bankruptcies, they jointly filed a reorganization plan.

According to the report, J. David Brown, Esq., one of Mr. Rozelle
and Ms. Johnson's attorneys, told Judge King confirmation hearing
in Ms. Johnson's case could still proceed even if Haynes and
Boone's claim is allowed in Mr. Rozelle's bankruptcy.

The report notes the matter is complicated because Mr. Rozelle and
Ms. Johnson each own an undivided interest in the 114 acres.
Haynes and Boone is not a Johnson creditor.


FULLER BRUSH: Committee Taps CBIZ MHM as Financial Advisors
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of The Fuller Brush Company, Inc., et al., asks the U.S.
Bankruptcy Court Southern District of New York for permission to
retain CBIZ MHM, LLC as its financial advisors.

CBIZ will, among other things:

    -- assist the Committee in any litigation regarding
       negotiations with the DIP agent, valuation issues, etc;

    -- assist the Debtors and the Committee to investigate and
       pursue avoidance actions, including preferences, transfers
       to the prepetition agent or prepetition lenders and other
       potentially valuable actions; and

    -- assist the Debtors and the Committee in reconciling claims
       filed against the estates.

Esther Duval, CPA, a managing director of CBIZ, tells the Court
that the hourly rates of the firm's professionals are:

         Directors and Managing Directors      $385 - $685
         Managers and Senior Managers          $320 - $385
         Senior Associates and Staff           $130 - $320

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

                  About The Fuller Brush Company

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

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

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

Herrick Feinstein LP is the bankruptcy counsel.

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

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

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


FULLER BRUSH: Court to Consider Exclusivity Extension Tomorrow
--------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York, in a bridge order, extended The
Fuller Brush Company, Inc., et al.'s exclusive periods for the
proposed plan of reorganization until such time as the Court has
entered an order determining the exclusivity motion.

The Court will convene a hearing on June 27, 2012, at 9 a.m., to
consider the Debtors' motion to extend their exclusive periods.

The Debtors request for an extension of the exclusive period to
file and solicit acceptances for the proposed plan until Sept. 19,
and Nov. 18, respectively.

                  About The Fuller Brush Company

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

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

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

Herrick Feinstein LP is the bankruptcy counsel.

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

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

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


GARY PHILLIPS: Can Use Lender's Cash; Must File Plan by July 15
---------------------------------------------------------------
Bankruptcy Judge Marcia Phillips Parsons signed off on a second
agreed order granting Gary Phillips Construction LLC continued
access to cash securing its obligations to Commercial Bank Inc.
The agreed order was entered into by the Debtor, the official
unsecured creditors' committee appointed in the case, and the
bank.  According to the deal, Gary Phillips may continue using the
$25,000 in funds held by Commercial Bank in a special interest
bearing account to complete subdivision improvements to the
Allison Hills Subdivision, Phase IV, by using the funds to
complete the final layer of asphalt to the existing road.  The
Debtor is required to complete Phase IV and obtain final plat
approval of the Allison Hills Subdivision by July 15.

In exchange for the authority to cash collateral use, the Debtor,
starting May 1 through July 1, must pay $2,300 to the bank as
monthly adequate protection payments.

The Debtor is also required to file and confirm a Chapter 11 plan
by July 15, 2012.  The Debtor may sell any lot in Phase IV prior
to plan confirmation, but that sale is subject to court approval.
Moreover, the bank will take 80% of the gross proceeds in exchange
for a partial release of its deed of trust as to the sold lot.
However, the 80% payable to the bank shall not be less than
$28,000 per lot.

The bank is free to conduct power of sale foreclosure in the event
the Debtor fails to perform on the deal.

The Debtor owes Commercial Bank under two 2010 promissory notes
that are secured by deeds of trust in favor of the bank on two
partially undeveloped tracts known as Allyson Hills Subdivision
Phase IV -- which has 11 lots -- and Phase V and Phase VI -- which
consists of 22 acres.  The bank filed a claim for $140,651
allegedly secured by the 22-acre property; and $269,234 allegedly
secured by the Phase IV lots.

In April, the bank sought relief from the automatic stay to
foreclose.

Commercial Bank is represented in the case by:

          Gregory C. Logue, Esq.
          WOOLF, McCLANE, BRIGHT, ALLEN & CARPENTER PLLC
          PO Box 900
          Knoxville, TN 37901
          Tel: 865-215-1000
          Fax: 865-215-1001
          E-mail: logueg@wmbac.com

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  The Debtor tapped Wayne Turbyfield as
accountant.  The Debtor tapped the law firm of Bearfield &
Associates as special counsel.  The Court denied the application
to employ Crye-Leike Realtors as realtor.  In its schedules, the
Debtor disclosed $13,255,698 in assets and $7,614,399 in
liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GENERAL MARITIME: Brower Piven Launches Shareholders Suit
---------------------------------------------------------
Brower Piven, A Professional Corporation, announces that a class
action lawsuit has been commenced in the United States District
Court for the Southern District of New York on behalf of
purchasers of the common stock of General Maritime Corporation
during the period between May 10, 2010 and Nov. 16, 2011,
inclusive.

If you have suffered a net loss for all transactions in General
Maritime Corporation common stock during the Class Period, you may
obtain additional information about this lawsuit and your ability
to become a lead plaintiff by contacting Brower Piven at
www.browerpiven.com , by email at hoffman@browerpiven.com, by
calling  410/415-6616, or at Brower Piven, A Professional
Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153.
Attorneys at Brower Piven have combined experience litigating
securities and class action cases of over 60 years.

No class has yet been certified in the above action. Members of
the Class will be represented by the lead plaintiff and counsel
chosen by the lead plaintiff.  If you wish to choose counsel to
represent you and the Class, you must apply to be appointed lead
plaintiff and be selected by the Court.  The lead plaintiff will
direct the litigation and participate in important decisions
including whether to accept a settlement and how much of a
settlement to accept for the Class in the action.  The lead
plaintiff will be selected from among applicants claiming the
largest loss from investment in the Company during the Class
Period.  You are not required to have sold your shares to seek
damages or to serve as a Lead Plaintiff.

The Complaint charges certain of the Company's executive officers
with violations of the Securities Exchange Act of 1934 by virtue
of the Company's failure to disclose during the Class Period that,
contrary to misrepresentations that the Company believed their
current cash balance, operating cash flows and available
borrowings were sufficient to meet the company's liquidity needs
for late 2011 and early 2012, there was no reasonable basis to
believe that such was the case and that the Company's balance
sheet and capital structure were adequate.  According to the
complaint, after the Company began to reveal the truth about its
poor financial condition, and after the Company announced that
finances, including identifying bankruptcy as an option for the
Company, the value of General Maritime shares declined
significantly until, on November 17, 2011, the Company announced
that it had a voluntary petition for relief under Chapter 11 of
the United States Bankruptcy Code, thus completely wiping out all
the equity in the Company.

                     About General Maritime

New York-based General Maritime Corporation, through its
subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.
The Creditors Committee also tapped Lowenstein Sandler PC as
special conflicts counsel.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.

General Maritime emerged from Chapter 11 protection in May 2012.
The Plan reflects the terms of a global settlement among the
Company's main creditor constituencies.  The plan gives unsecured
creditors $6 million in cash, 25 of the new stock, and warrants
for another 3%, for a predicted 5.41% recovery.


GRUBB & ELLIS: Taps Seyfarth Shaw as Labor/Employment Counsel
-------------------------------------------------------------
Grubb & Ellis Company, et al., ask, in an amended motion, the U.S.
Bankruptcy Court for the Southern District of New York for
permission to continue the employment of Seyfarth Shaw LLP as
labor and employment counsel to the Debtors in accordance with the
prior order authorizing the employment of ordinary course
professionals.

Prior to the Petition Date, the Debtors engaged the Seyfarth Firm
to assist with their labor and employment issues.  With the
pending sale to BGC Partners, Inc., the transfer/termination of
over 3,000 employees nationwide, and related employment benefit
issues, the Debtors anticipated many labor and employment matters
to be addressed in connection with the sale.

The Debtors submit that they will require the continued services
of the Seyfarth Firm to address labor and employment issues
related to the transition of the Debtors' businesses to BGC,
including, but not limited to, preparing supplemental WARN Act
notices in compliance with various federal and state laws during
the transition period contemplated in the TSS, and addressing the
orderly transition or termination of employee benefits.

The Seyfarth Firm's hourly rates for professionals who will work
on matters related to the Debtors range from $595 to $765 per hour
for partners, $540 per hour for senior counsel, $360 to $440 per
hour for associates, $230 per hour for paralegals, $190 per hour
for research librarian, and $85 to $95 per hour for law clerks.

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

                        About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq., at Goodwin
Procter LLP.

On March 27, 2012, the Court approved the sale to BCG.  An auction
was cancelled after no rival bids were submitted.  Pursuant to the
term sheet signed by the parties, BGC would acquire the assets for
$30.02 million, consisting of a credit bid the full principal
amount outstanding under the (i) $30 million credit agreement
dated April 15, 2011, with BGC Note, (ii) the amounts drawn under
the $4.8 million facility, and (iii) the cure amounts due to
counterparties.  BGC would also pay $16 million in cash because
the sale was approved by the March 27 deadline.  Otherwise, the
cash component would have been $14 million.

Approval of the sale was simplified when BGC settled with
unsecured creditors by increasing their recovery.

Several parties in interest have taken an appeal from the sale
order.


GYMBOREE CORP: Bank Debt Trades at 6% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Gymboree Corp. is
a borrower traded in the secondary market at 93.92 cents-on-the-
dollar during the week ended Friday, June 22, an increase of 0.79
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 412.5 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Feb. 23, 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.


HAWKER BEECHCRAFT: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Hawker Beechcraft Inc., filed with the U.S. Bankruptcy Court for
the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $1,831,097*
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $1,704,736,958*
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $10,970
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0*
                                 -----------      -----------
        TOTAL                     $1,831,097*  $1,704,736,958*

* plus undetermined amounts.

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

                   About Hawker Beechcraft

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

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

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

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

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

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

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

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


HAYDEL PROPERTIES: Repairs, Bank Threat Delay Plan Filing
---------------------------------------------------------
Haydel Properties LP seeks a 90-day extension, through Aug. 7, of
the period within which it has the exclusive right to file a
Chapter 11 exit plan.  Haydel said it still has issues that must
be resolved, including but not limited to the completion of
repairs to certain parcels of property which will allow Haydel to
increase income and a determination as to whether the Debtor is
entitled to retain the property which is collateral for
BancorpSouth, which has sought relief from the automatic stay.

Haydel is represented by Robert Gambrell, Esq. --
rg@ms-bankruptcy.com -- at Gambrell & Associates, PLLC, as counsel
and Patrick A. Sheehan, Esq. -- pat@sheehanlawfirm.com -- at
Sheehan & Johnson, PLLC, as of counsel.

                      About Haydel Properties

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on
Jan. 11, 2012.  Judge Katharine M. Samson presides over the case.
Christy Pickering serves as accountant.  The Debtor disclosed
$11.7 million in assets and $6.8 million in liabilities as of the
Chapter 11 filing.  The petition was signed by Michael D. Haydel,
manager of general partner.


HAYDEL PROPERTIES: Files Amendment to Schedule D
------------------------------------------------
Haydel Properties, LP, filed with the U.S. Bankruptcy Court an
amendment to its schedules of assets and liabilities submitted in
April.  Haydel amended the list of creditors in Schedule D holding
secured claims as well as the amount of their claims.  The
Schedule D filed in April listed $7,024,839 in secured claims.  In
the amendment, the Debtor said the Schedule D claims total
$6,614,963.

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,645,721
  B. Personal Property               $11,040
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,614,963
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $13,585
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $200,000
                                 -----------      -----------
        TOTAL                    $11,656,761       $6,828,548

A full-text copy of the Debtor's original schedules is available
for free at http://is.gd/VJIBK1 A full-text copy of the Debtor's
Amended Schedule D is available for free at http://is.gd/6tD4Hu

                      About Haydel Properties

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on
Jan. 11, 2012.  Judge Katharine M. Samson presides over the case.
The Debtors are represented by Robert Gambrell, Esq., at Gambrell
& Associates, PLLC, as counsel and Patrick A. Sheehan, Esq., at
Sheehan & Johnson, PLLC, as of counsel.  Christy Pickering serves
as accountant.  The Debtor disclosed $11.7 million in assets and
$6.8 million in liabilities as of the Chapter 11 filing.  The
petition was signed by Michael D. Haydel, manager of general
partner.


HEARUSA INC: Liquidating Plan Effective Date on June 18
-------------------------------------------------------
The effective date of the Chapter 11 Plan of Liquidation of
HearUSA, Inc., now known as HUSA Liquidating Corporation, took
effect on June 18, 2012.

On Aug. 17, 2011, the Bankruptcy Court issued an order approving
the sale of substantially all of the Company's assets, which
closed on Sept. 9, 2011.  Also on May 7, 2012, the Company's
Chapter 11 Plan of Liquidation was approved by the Bankruptcy
Court.  On May 16, 2012, the Confirmation Order was entered by the
Bankruptcy Court.

On the Effective Date, the Company entered into a liquidating
trust agreement with Joseph J. Luzinski, as the liquidating
trustee, which, pursuant to the Plan, establishes and forms the
HUSA Liquidating Corporation Liquidating Trust.  The primary
purpose of the Liquidating Trust is to pay subsequently allowed
claims not previously paid by the Company, to pursue any
litigation claims and causes of action preserved by the Plan, and
to distribute remaining assets in the form of cash to the former
holders of common stock of the Company as provided in the Plan.
The Liquidating Trust will also serve to settle the final taxes
after the Effective Date.

Upon the Effective Date, all of the Company's assets and property
of the bankruptcy estate were transferred to the Liquidating
Trust.

Pursuant to the Plan, upon the Effective Date, all equity
interests in the Company were deemed cancelled and extinguished.
Equity holders each will receive a beneficial interest in the
Liquidating Trust and now have a right to receive cash from the
Liquidating Trust.

The Company intends to file a Form 15 with the Securities and
Exchange Commission seeking the termination of (i) registration of
the Company's common stock under section 12(g) of the Securities
and Exchange Act of 1934, as amended and (ii) the reporting
requirements associated thereto under section 13 and 15(d) of the
Exchange Act.

Pursuant to the Plan, each member of the board of directors of the
Company was deemed to have resigned on the Effective Date.

                         About HearUSA Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.  Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.

In connection with the closing of the transactions contemplated by
the Asset Purchase Agreement, on Sept. 13, 2011, the Company filed
a Certificate of Amendment to its Restated Certificate of
Incorporation with the Delaware Secretary of State in order to
change its name to "HUSA Liquidating Corporation".  The
Certificate of Amendment was effective on the date of filing.


HEARUSA INC: Chapter 11 Plan of Liquidation Effective
-----------------------------------------------------
BankruptcyData.com reports that the Chapter 11 Plan of Liquidation
for HearUSA (nka HUSA Liquidating Corporation) became effective,
and the Company emerged from Chapter 11 protection.  Substantially
all Company assets were previously sold to an affiliate of Siemens
Hearing Instruments pursuant to a Section 363 sale.  On the
effective date, the Company entered into a liquidating trust
agreement with Joseph J. Luzinski, as the liquidating trustee,
which, pursuant to the Plan, establishes and forms the HUSA
Liquidating Corporation Liquidating Trust.  Pursuant to the Plan,
all equity interests in the Company (including outstanding shares
of common stock, preferred stock, options or other rights to
acquire any equity interests of the Company) were deemed cancelled
and extinguished.

                        About HearUSA Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.  Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.
The U.S. Bankruptcy Court approved on Aug. 17, 2011, the sale of
substantially all of the assets of the Company to Audiology
Distribution, LLC, a wholly owned subsidiary of Siemens Hearing
Instruments, Inc., which submitted the highest and best bid for
the assets in a July 29, 2011 auction pursuant to 11 U.S.C.
Section 363.  The purchase price is estimated to be roughly $109
million and comprised of $66.8 million in cash plus certain
assumed liabilities -- which includes repayment or assumption of
the $10 million DIP financing provided by the stalking horse
bidder, William Demant Holdings A/S -- plus the payment of cure
costs for assumed contracts, and the assumption of various
liabilities of the company.

On Sept. 9, 2011, the sale closed.

In connection with the closing of the transactions contemplated by
the Asset Purchase Agreement, on Sept. 13, 2011, the Company filed
a Certificate of Amendment to its Restated Certificate of
Incorporation with the Delaware Secretary of State in order to
change its name to "HUSA Liquidating Corporation".  The
Certificate of Amendment was effective on the date of filing.

The TCR reported on May 10, 2012, HUSA Liquidating Corporation
said the Amended Chapter 11 Plan of Liquidation of HearUSA, Inc.
nka HUSA Liquidating Corporation was approved on May 8, 2012, by
the United States Bankruptcy Court for the Southern District of
Florida, West Palm Beach Division.

The Plan is to become effective on a date that is 30 days after
entry of the confirmation order and all conditions precedent have
been satisfied, which is currently expected to be June 7, 2012.
On the Effective Date, all of the Company's remaining assets,
consisting primarily of cash received from the sale of
substantially all of its assets in September 2011, will be
transferred to a Liquidating Trust, shares of the Company's common
stock will be extinguished, holders will be entitled to an
interest in the Liquidating Trust, and the Company will be
dissolved.


HEXCEL CORP: Moody's Raises Corporate Family Rating to 'Ba1'
------------------------------------------------------------
Moody's Investors Service raised the Corporate Family and
Probability of Default Ratings of Hexcel Corporation to Ba1 from
Ba2 and affirmed the B1 rating of the senior subordinated notes
and the SGL-3 Speculative Grade Liquidity rating. This upgrade
considers the company's improved operating performance across all
business segments with revenue and earnings expected to continue
on a favorable trajectory, as well as the lowered leverage level
with Moody's Adjusted Debt to EBITDA decreasing to 1.7x at 3/31/12
compared with 2.4x at year-end 2010 and EBIT to Interest coverage
increasing to 9.8x from 4.0x for the same period.

Ratings Rationale

Hexcel's Ba1 rating reflects its strong credit metrics, high
barriers to entry, its leading market position in high performance
structural materials and the increasing application of its
composite products in the new commercial aircraft platforms of
both Boeing and Airbus. While the rating is tempered by the
attendant customer concentration (relatively equal sales to Boeing
and Airbus) and the demand dependence on the cyclical commercial
aerospace industry's production rates, the rating is supported by
the multi-year order backlogs (7-years based on 2011 production
rates) at both OEMs for established and new aircraft platforms.
Additionally, long-term growth is also expected in the company's
industrial segment (18% of total 2011 revenue) led by recovering
product demand for wind turbines and, despite Department of
Defense budgetary pressures, expectation for several years of
relatively stable revenue in the space and defense segment (23% of
2011 revenue) as it benefits from penetration of multiple active
platforms across different branches of the military, with
particularly strong presence and prospects in rotorcraft.

Hexcel's rating however is somewhat limited by its small scale for
the aerospace industry, and expectations of negative free cash
flow in 2012 with a return to positive generation delayed to the
2013/2014 timeframe as capital spending is accelerated to expand
capacity in line with the positive demand outlook. Capex is
projected to be in the $250 million to $300 million per year range
through 2014 compared to about $160 million in 2011 and $50
million in 2010. While over the mid-term Hexcel is expected to
self-fund the capex requirements, the company's $360 million
senior secured revolving credit (recently expanded from $285
million to fund the redemption of its senior subordinated notes
maturing February 2015) should enable maintenance of an adequate
liquidity profile. Moody's notes that the company's $360 million
secured revolving credit and the balance of its $100 million
secured term loan facility (unrated) are the only remaining funded
debt after redemption of the senior subordinated notes. The
facility matures July 2015.

Ratings raised:

Corporate Family Rating to Ba1 from Ba2

Probability of Default Rating to Ba1 from Ba2

Ratings affirmed:

$73.5 million 6 3/4% senior subordinated notes at B1,
(LGD5-87% from LGD6-93%)

SGL-3

The B1 rating on the senior subordinated notes (the only rated
debt instrument) will be withdrawn at redemption. Accordingly,
consistent with Moody's Rating Withdrawal Policy, the Corporate
Family and Probability of Default Ratings will also be withdrawn
at that time.

The principal methodology used in rating Hexcel Corporation was
the Global Aerospace and Defense Industry Methodology published in
June 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.

Hexcel Corporation, headquartered in Stamford, CT, is a leading
manufacturer of high-performance structural materials whose
products include carbon fibers, reinforcements for composites,
adhesives and composite structures used in: commercial aerospace,
space and defense, and industrial sectors. Revenue in 2011 was
approximately $1.4 billion.


HOPE MEDICAL: Gets Green Light to Auction Assets on July 12
-----------------------------------------------------------
Ken McLemore at Hope Star reports that U.S. Bankruptcy Judge James
Mixon last week issued orders:

  -- setting July 12 as final date for auction of the assets of
     Hope Medical Park Hospital LLC;

  -- approving bid protections; and

  -- giving the hospital's receiver authority to reject any bid
     not deemed in the interest of the hospital estate.

According to the report, Judge Mixon also provided in his order
for the filing of Chapter 11 bankruptcy for the ownership and
operating entities under which HMPH LLC existed, collectively
known as the "receivership entities."  Those entities included
Shiloh Health Services, Inc., of Nevada, Shiloh Health Services of
Arkansas, Inc., and Hope MSO, LLC, formerly known as Signature
MSO, LLC.

"In the event that the Receivership Entities do not file Chapter
11 Petitions, their assets will still be sold as part of the
Receivership Action," the report quotes Judge Mixon as stating.

The report relates Judge Mixon granted the motion to proceed with
the auction sale of Medical Park Hospital and its business
operations under a new schedule and bid process consistent with an
agreement which the primary potential buyer, IASIS/Wadley Regional
Medical Center, in Texarkana, Arkansas; HMPH LLC; and the U.S.
Government worked out in a motions hearing June 12.

According to the report, Judge Mixon set a sale hearing July 16 at
9:30 a.m. in Texarkana.  Judge Mixon set a July 12 deadline for
objections to the sale, and a July 10 deadline for receipt of
qualified bids.

The report relates an agreement between IASIS/Wadley and MPH
Receiver Jack Spencer was the basis for the sale motion filed with
the Court.  At the June 12 hearing, MPH was allowed to continue
operating using $1.2 million in DIP financing from IASIS/Wadley.

The superiority of IASIS/Wadley's lien had been challenged by the
Internal Revenue Service and the U.S. Trustee's Office over some
$9 million in federal claims stemming largely from unpaid federal
employee payroll taxes by former MPH owners James R. Cheek and
Herschel Breig, of Springfield, and Nixa, Mo., through Shiloh
(Arkansas), Carraway Medical Systems, LLC, also owned by Teddy R.
Cheek and William D. Bell, Jr., of Springfield, Mo., and
Healthstaff, Inc., also owned by all four men.  Judge Mixon set
the criteria for submission of bids, requiring each bid to provide
substantially the same or better terms as the APA; prohibited the
use of a "break-up fee" or other bid reimbursement mechanism;
prohibited contingencies of any kind; and, required written
authorization of the governing board of a bidder, the report
relates.

The report notes Judge Mixon also required a minimum bid of
$225,000 above the expected base bid by IASIS/Wadley and a
$250,000 cash deposit to accompany each bid.  Should circumstances
warrant, Judge Mixon also provided that auction proceedings may
be controlled by "Sellers" as required to conduct the completed
auction, and that the auction will begin with the highest
submitted bid and proceed in increments of $100,000 from there.

The report adds Judge Mixon also provided for the "credit bid"
purchase of the hospital by IASIS/Wadley based upon its purchase
of the MPH mortgage and subsequent financing.

Based in Hope Arkansas Hope Medical Park Hospital LLC fka
Signature Medical Park Hospital LLC and its affiliates filed for
Chapter 11 protection on May 17, 2012 (Bankr. W.D. Ark. Case No.
12-71952).  James Akins, Esq., at Smith Akins P.A., represents the
Debtors.  The Debtors listed assets of less than $50,000, and
debts of between $1 million and $10 million.


HOSTESS BRANDS: Can't Bust Some Union Contracts in Chapter 11
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Robert Drain said in a formal
ruling on June 22 that Hostess Brands Inc. cannot use the Chapter
11 reorganization to modify wages and benefits under union
contracts that expired by their terms.

According to the report, after trial, Judge Drain ruled in mid-May
that Hostess could modify contracts with the Teamsters union so
long as Hostess changed its proposal to comport with conditions
the judge outlined in his ruling delivered from the bench.  The
bakery workers' union didn't oppose Hostess's efforts to modify
collective bargaining agreements so long as they were still in
effect.  Accordingly, Judge Drain signed an order in early May
terminating the contracts that were still alive.  In the same
order in early May, Judge Drain ruled that the bankruptcy court
lacked the ability to allow changes in union contracts that had
already ended by their own terms.

Judge Drain, the report relates, delivered his formal opinion on
June 22 explaining his reasons for deciding there was no power for
the bankruptcy court to modify contracts that already expired.
As to contracts that ended on their own, Judge Drain ruled that
Hostess must utilize procedures required by non-bankruptcy labor
law to modify the terms of employment and benefits for workers
covered by expired contracts.  Basically, the company and the
union must continue negotiating in good faith until they reach
impasse.  Only then may the company change benefits or the terms
of employment.  If there is disagreement over whether one side or
the other isn't bargaining in good faith, the dispute won't be
decided in bankruptcy court.

Mr. Rochelle relates that Hostess argued that the bankruptcy court
retained power to modify terms of employment on expired union
contracts because the company remains obligated under labor law to
abide by the requirements of the expired contracts.  Jude Drain
disagreed.  Although he said there were "considerable merit" to
Hostess' position, Judge Drain said he didn't believe that
Congress intended "to impose the rejection process on parties to
an already expired agreement."

Judge Drain saw "complete overlap" between provisions in
bankruptcy law and the National Labor Relations Act dealing with
both parties' obligations regarding expired contracts.  Responding
to Hostess' contention that NLRA procedures were too slow to save
a bankrupt company, Drain said he found it "hard to believe" the
NLRA and federal district courts wouldn't respond to the bankrupt
companies' "need for a quick resolution."

Mr. Rochelle notes that Judge Drain's opinion, if followed by
other judges in other cases, means that a company can't file
bankruptcy to short circuit the process required under the NLRA
for modifying terms of expired union contracts.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


HOUGHTON MIFFLIN: Court Confirms Plan, Rules on Venue Transfer
--------------------------------------------------------------
Houghton Mifflin Harcourt Publishing Co. on June 21 obtained
confirmation of its prepackaged Chapter 11 reorganization plan.

Judge Robert Gerber also ruled on the U.S. Trustee's request to
transfer the venue of the case to Boston, where the Debtor is
headquartered.  The Court said it will effect the transfer at a
time that decreases the resulting prejudice to creditors, the
Debtors, and the Debtors' employees.  The case will be transferred
on the first to occur of the Plan Effective Date or three weeks
from the date of entry of the confirmation order, if for some
reason the Plan has not gone effective by then.

"[W]hile the Court has no discretion to retain the case, it still
has the ability to reduce the prejudice to the creditors that an
immediate transfer would entail," Judged Gerber said in a 28-page
decision on June 22.  "Venue, even if improper, is not
jurisdictional.  While [Section] 1406 mandates transfer or
dismissal when statutory venue requirements have not been met, it
does not dictate when the transfer must take place, nor does it
foreclose steps in the interim to protect the creditors who might
be harmed thereby."

Judge Gerber did not rule on the new venue of the case.  He said
the leading contender might well be Massachusetts but any other
district in which the cases could properly have been filed -- as
the Court now knows the facts, the Districts of Colorado,
Delaware, New Hampshire or Wyoming, or one of the districts in
California, Illinois or Texas -- would also appear to be
permissible.

"The Debtors, the Informal Creditor Group, Citibank and the UST
(if it cares) are to consult with each other to reach agreement,
if possible, on the particular district to which these cases will
be transferred. In the event of an inability to agree, they are to
submit simultaneous letters to the Court, explaining the bases for
their preferences, after which the Court will decide," he said.

Rachel Feintzeig at Dow Jones' Daily Bankruptcy Review reports the
timing of the case transfer is a strategic move meant to prevent
the transfer from disrupting the company's restructuring efforts;
Houghton Mifflin and its creditors had warned that moving the case
from New York before the plan was confirmed could put its $500
million financing package in jeopardy.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when the company first walked into bankruptcy court,
the plan was supported by holders of 90.3% of the secured debt and
76% of the stock.  They are the only classes affected by the plan.
Unsecured creditors are to be paid in full.  The plan gives
ownership of the company to senior secured creditors in exchange
for debt.  Stockholders are receiving seven-year warrants for 5%
of the stock exercisable at a price equivalent to a $3.1 billion
equity value for the reorganized company.

DBR notes the final voting tally showed that 100% of the company's
voting creditors cast their ballots in favor of the plan.

Trade and other unsecured creditors will be paid in full in the
ordinary course of business, DBR says.

DBR says the plan sparked a handful of objections that were all
resolved before last week's hearing, including dissent from the
federal bankruptcy watchdog.  U.S. trustee had taken issue with
release and exculpation provisions folded into the plan but lent
her support to the proposal following a few tweaks by the company.

The report notes the trustee has proven to be the company's only
major stumbling block during the case, launching the bid to have
the venue switched despite the fact that all other constituents in
the case were happy to see the proceedings play out in New York.

DBR relates Houghton Mifflin is poised to exit bankruptcy with
some $110 million in net debt and about $150 million of cash on
hand, according to court papers.  Its $500 million bankruptcy loan
from a group of lenders led by Citibank is set to morph into exit
financing for the restructured company.  Judge Gerber gave that
financing deal his final stamp of approval at the hearing last
week.

                             Test Case

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge ruled that Houghton Mifflin
Harcourt Publishing Co. improperly filed its prepackaged
reorganization in New York.  The judge entered the ruling on June
22, one day after signing a confirmation order approving the
Chapter 11 plan for the Boston-based educational publisher.

Immediately following confirmation, Houghton announced Friday that
it has completed its financial restructuring and emerged from its
chapter 11 reorganization, 32 days after its initial "pre-
packaged" filing.  The plan confirmation and Chapter 11 exit was
reported in yesterday's edition of the TCR.

In connection with the venue issue, Mr. Rochelle reports that the
judge said he was "perplexed" why the U.S. Trustee sought to move
a case designed to be completed so quickly.  To avoid hurting the
company or creditors, the judge won't move the case for about
three weeks.

Mr. Rochelle recounts that with a confirmation hearing already set
for June 21, the U.S. Trustee filed a motion on May 30 to move the
case to Boston, contending there was no basis for a bankruptcy in
New York. U.S. Bankruptcy Judge Robert E. Gerber held a hearing on
June 18 to consider the request to move the case and refused to
rule on the so-called venue-transfer motion until after
confirmation.

In his 27-page opinion on June 22, Judge Gerber said he
"reluctantly" adopted the reasoning of a majority of courts by
concluding that he's required to move the case if there isn't a
proper basis for venue in New York under Section 1406 of the
federal Judiciary Code.  Judge Gerber analyzed the facts and
decided that none of the two dozen Houghton Mifflin companies in
bankruptcy had a proper basis for bankruptcy in Manhattan.
Although one arguably had a residence in New York, Judge Gerber
said that residence rather than principal place of business only
applies to individuals.  Although another subsidiary had an asset
in New York, Judge Gerber concluded that the principal assets were
elsewhere, likely in Boston.  Since no one in the corporate family
had a basis for New York venue, Judge Gerber ruled that he had no
discretion other than to move the case.

Judge Gerber, the Bloomberg report points out, noted throughout
his opinion that improper venue can be waived.  Since the
prepackaged reorganization was to be completed in a month start to
finish, Judge Gerber said it was "perplexing" why the U.S. Trustee
"as a matter of prosecutorial discretion" decided to press the
venue issue in the Houghton Mifflin case.  New York was "exactly"
the venue choice creditors wanted, Judge Gerber said.

To avoid unnecessarily hurting the company or creditors, Judge
Gerber will allow the case to remain in New York until the plan is
implemented.  Absent quick consummation of the plan, the case will
be transferred in three weeks.

Judge Gerber told the parties to decide where the case should be
sent.  If they disagree, Judge Gerber will decide.

No creditor supported the U.S. Trustee's effort to move the case.

                       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.


HUSSEY COPPER: Plan Exclusivity Extended Through July 4
-------------------------------------------------------
Hussey Copper Corp., which has sold its assets, won a 60-day
extension, through July 4, 2012, to file a Chapter 11 liquidation
plan, and through Sept. 2 to seek plan votes.  This is the second
time Hussey Copper's exclusive periods have been extended.

Hussey delivered a draft plan and disclosure statement to the
official creditors' committee in late April. Proceeding with the
plan must await disposition of what the company previously said
were the "significant" claims of the Pension Benefit Guaranty
Corp.

                        About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016).  Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts.  Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.  The Debtors tapped Winter Harbor, LLC in substitution for
Huron Consulting Services LLC.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.  The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.

Hussey filed for bankruptcy with a deal to sell the assets to
stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC.  US private equity firm Patriarch Partners beat
Kataman at an auction and officially acquired Hussey on Dec. 16,
2011.  The buyout firm of distressed debt mogul Lynn Tilton
acquired Hussey for $107.8 million after a nine-hour, 34-round
auction.

Kataman is represented in the case by David D. Watson, Esq., and
Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.

Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.

Following the sale, Bankruptcy Judge Brendan L. Shannon approved
the name change of Hussey Copper Corp. et al., to HCL Liquidation
Ltd.


INDIANAPOLIS DOWNS: Prepares for August Confirmation
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Indianapolis Downs LLC could be out of Chapter 11
around the end of August, under procedures approved last week by
the U.S. Bankruptcy Court in Delaware.  The track's owner filed a
reorganization plan in April that was negotiated with second-lien
creditors and Fortress Investment Group LLC.  The plan calls for
selling the facility if the price is acceptable to the second-lien
creditors. Otherwise, the plan will give ownership mostly to
second-lien lenders.

The report relates that on June 21, the bankruptcy judge approved
the disclosure statement explaining the plan.  The judge also gave
his stamp of approval for auction procedures.  Bids must be
submitted by July 20. There will be an auction on July 31 if there
are acceptable bids. If the track is to be sold, the judge is
requiring the filing of additional papers to approve the sale.
Although prospective buyer have been negotiating and submitting
offers, none so far is acceptable to the second-lien lenders,
according to the disclosure statement.  Creditors can vote on the
plan until July 31. The confirmation hearing for approval of the
plan is set for Aug. 22.

According to the report, the plan provides that if there isn't a
third-party buyer, the loan of about $100 million financing the
Chapter 11 case will be paid off.  Second-lien lenders will
receive a new second-lien term loan, 95% of Class A warrants, and
95% of a new unsecured term loan paying interest with more debt.
If there is an acceptable sale price to a third party, second-lien
creditors will receive the proceeds, less an agreed amount
earmarked for third-lien creditors.  If there is a sale, third-
lien creditors are to receive the agreed amount from second-lien
creditors plus the surplus if the second-lien is fully paid.
Absent a sale, third-lien creditors will receive 5% of the new
unsecured term loan, 5% of the Class A warrants, and all of the
Class B warrants.  Unsecured creditors, with claims that may total
from $9 million to $24 million, are not to receive anything.

                   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.


INTERNATIONAL ENVIRONMENTAL: H. Grobstein Named Chap. 11 Trustee
----------------------------------------------------------------
The Bankruptcy Court approved the appointment by the U.S. Trustee
of Howard Grobstein as Chapter 11 Trustee in the bankruptcy case
of International Environmental Solutions Corporation.

Counsel for the U.S. Trustee has consulted with these parties-in-
interest regarding the appointment of the Chapter 11 Trustee:

   (a) Robert Goe as Counsel for Debtors;
   (b) Steven Thompson, Shareholder;
   (c) Raymond King, as Counsel for EH National Bank ; and
   (d) Jeff Nelson, as Counsel for Greenlight Energy Solutions

                About International Environmental

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

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


INTERNATIONAL HOME: Taps Aquino Cordova as External Auditor
-----------------------------------------------------------
International Home Products, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico for permission to employ Jorge
Aquino Barreto and the firm of Aquino, Cordova, Alfaro & Co., LLP,
as external auditor.

The firm will, among other things:

   -- audit the financial statements for the year ending Dec. 31,
      2011, including balance sheets, statements of operations,
      retained earning and statements of cash flows; and

   -- prepare the corporate returns for the year ending Dec. 31,
      2011.

The total fee of the firm is estimated at $20,100 plus the
reimbursement of out-of-pocket expenses.  Also the total amount
pending for payment related to the audit services as of Dec. 31,
2010, is $4,952.

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

                About International Home Products

International Home Products, Inc., is engaged in the sale,
financing of "Lifetime" cookware and other kitchenware as well as
sale of account receivables in the secondary market.  It is the
exclusive distributor of "Lifetime" products in Puerto Rico for
over 40 years.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 12-02997) on April 19,
2012.  Carmen D. Conde Torres, Esq., in San Juan, P.R.,
serves as the Debtor's counsel.  Wigberto Lugo Mendel, CPA,
serves as its accountants.  The Debtor disclosed $66,155,798 and
$43,350,031 in liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.


J CREW: Bank Debt Trades at 2.4% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which J. Crew is a
borrower traded in the secondary market at 97.63 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 350 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Feb. 10, 2018, 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.


JASPERS ENTERPRISES: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Jaspers Enterprises, Inc., delivered to the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $20,000,000
  B. Personal Property            $2,135,268
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,027,593
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $101,495
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,282,740
                                 -----------      -----------
        TOTAL                    $22,135,268      $20,411,829

The Debtor's assets are interests in:

     -- the Days Inn in Branson, Missouri valued at $6,000,000
        and encumbered by a $12,087,471 secured claim of Hawthorn
        Bank;

     -- the Howard Johnson Hotel in Branson, valued at
        $6,000,000 and which is cross-collateralized with the
        Days Inn and also encumbered by the Hawthorn Bank claim;

     -- the Red Roof Inn also in Branson, valued at $2,100,000
        and encumbered by a $2,043,872 secured claim of Ozark
        Bank; and

     -- the Wingate by Wyndham in Maryland Heights, Missouri,
        valued at $5,900,000 and encumbered by a $4,802,219
        secured claim of the Bank of Missouri.

                      About Jaspers Enterprises

Maryland Heights, Missouri-based Jaspers Enterprises, Inc., filed
a Chapter 11 petition (Bankr. E.D. Ms. Case No. 12-41073) in St.
Louis, Missouri on Feb. 13, 2012.  Jaspers Enterprises owns four
Missouri hotels -- the Wingate in Maryland Heights, and the Days
Inn property, the Howard Johnson, and the Red Roof Inn, all
located in Branson.  The Wingate hotel in Maryland Heights is
under receivership with Midas Hospitality LLC as the receiver.

Judge Charles E. Rendlen III presides over the case.  The petition
was signed by Keith Jaspers, president.

Jasper Enterprises hired Desai Eggmann Mason LLC as bankruptcy
counsel and realtor Stephen Marx and Chicago-based brokerage firm
Hotel Source Inc. to sell real estate.

Creditor The Bank of Missouri is represented by Michelle L.
Clardy, Esq., and Matthew S. Layfield, Esq., at Polsinelli
Shughart PC.


KOEUN H INC: Involuntary Case Converted to Chapter 7
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
issued an order converting the Involuntary Chapter 11 case of
Koeun H. Inc., to one under Chapter 7 of the Bankruptcy Code.

The ruling was in response to the State of Washington's motion to
dismiss alleged involuntary proceedings.

A pro se involuntary Chapter 11 case was commenced against Mount
Vernon, Washington-based Koeun H Inc., dba Skymart (Bankr. W.D.
Wash. Case No. 12-12200) on March 5, 2012.  Judge Marc Barreca
presides over the case.  Gregory Tift, Her Ryun Ho, Justin Paul
Mason, and Maria Angeles Moreno filed the involuntary petition,
but did not disclose the amounts owed to them.


KM ASSOCIATES: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The United States Trustee advised the Bankruptcy Court that a
committee of unsecured creditors could not be appointed in the
Chapter 11 case of KM Associates LLC pursuant to 11 U.S.C. Section
1102. Despite efforts by the U.S. Trustee to solicit unsecured
creditors for appointment to a committee of unsecured creditors,
sufficient indications of willingness to serve on such committee
have not been received from persons eligible to serve on the
committee.

                        About KM Associates

KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 12-bk-20041) on Jan. 30, 2012.  The petition
was signed by Donald S. Simpson, managing member.  The Debtor, a
Single Asset Real Estate under 11 U.S.C. Sec. 101 (51B), disclosed
assets of $17.3 million and liabilities of $26.5 million.

Judge Ronald G. Pearson oversees the case.  KM Associates employed
David M. Jecklin, Esq., of Gianola, Barnum, Wigal & London, L.C.
as counsel.

Bank lenders The CNB Bank, Standard Bank PaSB First United Bank &
Trust, Progressive Bank, N.A., Citizens Bank of West Virginia,
Inc. and Farmers and Merchants Bank of Western Pennsylvania,
National Association, are represented by Arthur M. Standish, Esq.,
and Kristian J. Jamieson, Esq., at Steptoe & Johnson PLLC.


KOEUN H: Wash. State Calls Skymart Involuntary Bankruptcy a Fraud
-----------------------------------------------------------------
The State of Washington has asked the Bankruptcy Court to dismiss
the involuntary Chapter 11 bankruptcy commenced against Koeun H,
Inc., calling the petition fraudulent and lacking in statutory
foundation.  The State's attorney general, Robert M. McKenna,
noted that the Debtor's business license lists as "governing
people" Gregory Tift, one of the petitioning creditors, and Joseph
Bradley.  The Attorney General said Mr. Tift was sued by last year
for violating a prior injunction preventing the practice of law.
That lawsuit listed at least seven cases where Mr. Tift acted to
conceal his actual role as petition preparer.  The U.S. Trustee's
lawsuit named as defendants Mr. Tift along with the Institute of
Personal Wealth Credit Counselors International and Jennie Lee
Lanahan.

The State now asks the Court to impose sanctions against Mr. Tift.

The State's court filings noted the Debtor owes $3,400 in unpaid
prepetition taxes and has refused to pay $1,000 in trust fund tax
for March 2012.

A pro se involuntary Chapter 11 case was commenced against Mount
Vernon, Washington-based Koeun H Inc., dba Skymart (Bankr. W.D.
Wash. Case No. 12-12200) on March 5, 2012.  Judge Marc Barreca
presides over the case.  Gregory Tift, Her Ryun Ho, Justin Paul
Mason, and Maria Angeles Moreno filed the involuntary petition,
but did not disclose the amounts owed to them.


LANDMARK INVESTORS 2: Chapter 11 Case Dismissed
-----------------------------------------------
Landmark Investors 2 LLC, failing to file a bankruptcy-exit plan
or disclosure statement, saw its Chapter 11 case dismissed.  The
Court held a hearing on April 24 to schedule hearing dates for
approval of the disclosure statement or either dismiss or convert
the case.  On May 17, the Court issued an order dismissing the
case.

Glendora, Calif.-based Landmark Investors 2, LLC and Landmark
Investors 7, LLC, filed for Chapter 11 relief (Bankr. C.D. Calif.
Case No. 12-10321 and 12-10329) on Jan. 4, 2012.  Judge Barry
Russell presides over the bankruptcy cases.  The Law Offices of
Raymond H. Aver APC, in Los Angeles, represents the Debtors.  In
its petition, Landmark Investors 2 estimated assets and debts of
$10 million to $50 million each.  The petitions were signed by
Robert W. Bodkin, II, manager.


LEHMAN BROTHERS: SIPA Trustee Appeals Margin Assets Ruling
----------------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
appealed a federal judge's ruling upsetting his $1.5 billion
victory in bankruptcy court over Barclays Plc, Bloomberg News
reported.

James Giddens, the court-appointed trustee filed his appeal on
June 7, two days after Judge Katherine Forrest of U.S. District
Court in Manhattan ruled that Barclays is entitled to most of the
$2.05 billion in margin assets.  The federal judge's decision
overturned Judge James Peck's ruling that said the trustee was
entitled to the money.

Judge Forrest said the bankruptcy judge was wrong in concluding
there was ambiguity in a clarification letter making up part of
the contract where the North American investment banking business
was sold to Barclays in 2008.

The federal judge concluded that the letter was clear on its face
and entitles Barclays to about $1.5 billion in cash representing
margin in customers' accounts, Bloomberg News reported.

The district court case is Giddens v. Barclays Capital Inc.,
11-cv-06052, U.S. District Court, Southern District of New York
(Manhattan).

                   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)


LEHMAN BROTHERS: UK Units Could Be Forced to Back Pension Scheme
----------------------------------------------------------------
Lehman Brothers Holdings Inc.'s UK subsidiaries could be forced to
provide financial support to the company's underfunded pension
scheme following a tribunal's ruling that trustees of the scheme
were entitled to raise an action, according to a June 21 report
by Out-Law.com.

The pensions regulator had previously decided to issue a
financial support direction against only six companies within the
Lehman group, and did not pursue the remaining 38 possible
targets.  Lehman's pension scheme had a deficit of GBP121 million
as of its 2008 valuation, Out-Law.com reported.

In its decision, the Upper Tribunal tax and chancery chamber said
the six companies and the trustees were legally entitled to
appeal the regulator's decision not to impose an FSD as they were
"directly affected" by the decision.

The tribunal also said the two-year time limit under which the
regulator had to issue an FSD against the companies only applied
to its own administration process and so did not apply in this
case.  That time limit expired in September 2010.

"The trustees have a clear duty to monitor the financial position
of the scheme in order to come to a view as to whether its assets
are sufficient to meet the members' current and future
entitlements," the tribunal judges said.

A spokesperson for the pensions regulator said the tribunal has
found that trustees are "directly affected parties" and are
therefore able to refer decisions of the pensions regulator to
the tribunal, Out-Law.com reported.

"We welcome the clarification to this complex area of law," Out-
Law.com quoted the spokesperson as saying.

                   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)


LEHMAN BROTHERS: E&Y Cleared by UK Regulators Over Reports
----------------------------------------------------------
The Accountancy and Actuarial Discipline Board (AADB), an
operating Board of the Financial Reporting Council, announces the
outcome of its investigation into the conduct of Members of the
ICAEW and of Ernst & Young LLP, Member Firm of the ICAEW, as
auditors to Lehman Brothers International (Europe).

The AADB is independent of the professions it disciplines and
operates in the public interest.

Following the conclusion of the investigation, the AADB's
Executive Counsel, Gareth Rees QC, has decided that no action
should be taken against Ernst & Young LLP or any individuals in
connection with their conduct in this matter.

Executive Counsel's summary of the investigation and his
conclusions are set out below.

    * On 10th June 2010 the Accountancy and Actuarial Discipline
      Board considered the matter of Lehman Brothers and
      decided, pursuant to paragraph 5(8) of the AADB
      Accountancy Scheme, that the matter should be investigated
      by the AADB.

    * Lehman Brothers Holdings Inc. sought Chapter 11 protection
      in the United States of America on 15th September 2008.
      The US Bankruptcy Court nominated an Examiner, Anton R.
      Valukas, who published his report into Lehman's collapse
      on 11th March 2010.  The report made criticisms of
      Lehmans' auditor, Ernst & Young, for failing to question
      and challenge improper or inadequate disclosures in
      Lehmans' financial statements.  The Examiner's criticisms
      specifically related to the use by Lehmans of transactions
      known as Repo 105 and Repo 108 transactions.  The report
      did not specify whether the criticisms related to the
      primary auditor of LBHI, which was Ernst & Young in New
      York, or Ernst & Young generally.

    * Repo 105s and Repo 108s were used by Lehmans to raise
      short term funds and, by virtue of compliance with US
      Financial Accounting Standard 140 which requires certain
      transactions to be treated as sales instead of financing
      transactions, enabled Lehman to reduce its balance sheet
      and leverage ratios.  The Examiner found that whilst the
      use of Repo 105/ 108 transactions may not have been
      inherently improper its sole function as employed by
      Lehman was balance sheet manipulation.

    * The scope of the AADB investigation was:

      "The conduct of Members and a Member Firm in relation to:
      (a) the preparation and audits of the financial statements
      of Lehman Brothers Holdings Inc. and UK operations
      including Lehman Brothers International (Europe) for the
      year ended 30th November 2007;and (b) the use and
      accounting treatment of transactions known as "Repo 105s"
      and "Repo 108s" by Lehman Brothers Holdings Inc. and UK
      operations including Lehman Brothers International
      (Europe)."

    * The focus of the investigation was the audit by Ernst &
      Young LLP in the UK of Lehman Brothers International
      (Europe) and of Repo 105 and Repo 108 transactions which
      were conducted through LBIE.  EYUK audited the trial
      balance of LBIE prepared under US GAAP for consolidation
      into LBHI's consolidated financial statements. The audit
      of LBIE's trial balance formed the basis of a 'Specific
      Scope Conclusion' to Ernst & Young in New York.

    * In the course of the investigation, the investigation team
      obtained and reviewed EYUK's audit files; hard copy
      documentation; information from EYUK staff members'
      laptops and emails, and information from other regulators.
      The team also interviewed EYUK audit team staff and former
      members of staff of Lehman.

    * Executive Counsel considers that there is no realistic
      prospect that a Tribunal would make an adverse finding
      against Ernst & Young LLP in the UK or Members within that
      firm.  The investigation will therefore be closed and no
      further action taken.

                   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)


LEHMAN BROTHERS: Creditors Drop Suit vs. Treasury Secretary
-----------------------------------------------------------
Lehman Brothers Holdings Inc.'s creditors have ended litigation
to force U.S. Treasury Secretary Timothy Geithner to testify over
an $8.6 billion dispute with JPMorgan Chase & Co., according to a
June 18 report by Reuters.

U.S. District Judge Reggie Walton in Washington, D.C., closed the
case on Monday after creditors voluntarily dropped the case.  The
creditors said Mr. Geithner had provided written answers to their
questions on April 30 and they have no additional questions for
him.

Early this year, Lehman's committee of creditors asked a judge to
force Mr. Geithner to give a deposition in the company's lawsuit
against JPMorgan.  The suit alleged JPMorgan, which served as
Lehman's main clearing bank in the 2008 financial crisis, helped
cause the company's bankruptcy by demanding $8.6 billion in
collateral.

Mr. Geithner was president of the Federal Reserve Bank of New
York when Lehman filed for bankruptcy protection.  He held
discussions in the week before the bankruptcy filing with
Lehman's and JPMorgan's chief executive officers on the
collateral that JPMorgan was demanding for its loans, Bloomberg
News reported.

The Treasury wouldn't let Mr. Geithner answer creditors'
questions in person, saying he had spoken publicly about Lehman's
bankruptcy "on multiple occasions before Congress and other
government bodies," and would supplement previous help provided
to the company by responding in writing, Bloomberg News reported.

JPMorgan, the biggest U.S. bank, has already returned $699
million to Lehman, which still demands the rest of the $8.6
billion.  Along with the lawsuit, they are fighting over $6.3
billion in claims that the bank filed against Lehman, according
to the report.

The case is Official Committee of Unsecured Creditors of Lehman
Brothers Holdings Inc v. Geithner, U.S. District Court, District
of Columbia, No. 12-mc-00098.

                   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)


LEHMAN BROTHERS: Deal With LBC GmbH Administrator Okayed
--------------------------------------------------------
Lehman Brothers Holdings Inc. obtained an order from the U.S.
Bankruptcy Court for the Southern District of New York approving
the settlement of claims with the administrator of Lehman
Brothers Capital GmbH.

Under the deal, LB Capital will have allowed unsecured claims
totaling more than $36.9 million against Lehman, and another
$209,132 in unsecured claim against the company's special
financing unit.  Lehman's commercial paper unit will have
GBP72,998 in unsecured claim against LB Capital.

The claim against Lehman stemmed from its guarantee of amounts
due from Lehman Brothers Bankhaus AG related to an intercompany
receivable for LB Capital's deposit of certain cash receipts.

The two other claims were filed against Lehman's special
financing unit and LB Capital related to non-trading general
intercompany accounts.

LB Capital, a German affiliate of Lehman, was created for trading
with third parties.  The trades, which occurred around 2003 and
2004, generated cash that was placed with Lehman and LB Bankhaus.
In exchange for the cash, LB Capital, which is under insolvency
proceeding, received intercompany receivables from both
companies.

                   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)


LICHTIN/WADE LLC: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Lichtin/Wade LLC filed with the Bankruptcy Court revised schedules
of assets and liabilities, which contain an amendment to the list
of creditors holding unsecured nonpriority claims (Schedule F).
Lichtin/Wade disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $44,700,000
  B. Personal Property            $2,353,923
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $43,436,127
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $171,813
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $8,940,624
                                 -----------      -----------
        TOTAL                    $47,053,923      $52,548,565

                       About Lichtin/Wade

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

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.  A. Kent Pittman, CPA of Hughes,
Pittman & Gupton, LLP, serves as accountant.

The Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Harold S. Lichtin, president of
Lichtin Corporation, the Debtor's manager.


LIGHTSQUARED INC: Lands $30 Million Secured Loan Facility
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LightSquared Inc. scheduled a June 28 hearing for
interim approval of a $30 million credit to help finance the
Chapter 11 effort.  The new facility is being provided by the
so-called Inc. lenders owed $322.3 million.  Interest on the new
loan at 11% will be paid with more debt.  Similarly, the 3% fee on
initial funding for the loan is payable with more debt.  The bulk
of the loan, about $28 million, may be used only to continue work
on subsidiary One Dot Six.  Along with interim approval,
LightSquared can borrow $10 million.

According to the report, LightSquared eventually won an agreement
to use incoming cash representing collateral for the Inc. lenders
and for the so-called LP lenders, who are owed $1.7 billion from a
secured borrowing in October 2010 by LightSquared LP.  The cash
agreement allows the lenders to return to court to ask for more
protection from diminution of their collateral.

                        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.


MAKENA GREAT: Hearing on Cash Use Continued Until July 10
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
according to The Makena Great American Anza Company, LLC's case
docket continued until July 10, 2012, at 10 a.m., the hearing to
consider the Debtor's request for continued access to the cash
collateral.

On May 24, the Court, in a 10th interim order, authorized the
Debtor to use cash collateral of Wells Fargo Bank, N.A.,

As reported in the Troubled Company Reporter on Jan. 19, 2012,
as adequate protection for any diminution in the value of its
prepetition collateral, the lender is granted replacement liens in
the prepetition collateral, including, without limitation, cash
collateral.  The replacement liens will be in addition to the
security interests of the lender in the prepetition collateral and
cash collateral.  In addition, the lender is granted a
superpriority administrative claim under Section 507(b) of the
Bankruptcy Code in the full amount allowable.

                         About GAC Storage

GAC Storage Lansing, LLC, owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois.  The Company filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.
Jay S. Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure,
Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represents the
Debtor as counsel.  Robert M, Fishman, Esq., and Gordon E.
Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson, & Towbin
LLC, in Chicago, represents the Debtor as local counsel.  It
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Noam Schwartz, secretary and treasurer of
EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Debtors' cases are being jointly administered along with the
Chapter 11 cases of The Makena Great American Anza Company, LLC,
and San Tan Plaza, LLC, under lead case no. 11-40944.

             About Makena Great American Anza Company

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- is a commercial shopping
center developers in Southern California.  Makena Great American
leads the way in the acquisition and development of "A-Location"
small commercial shopping centers and corner properties in
Southern California.

The Makena Great American Anza Company filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago.
Gordon E. Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin, LLC, in Chicago, serves as local counsel to the Debtor.
D. Sam Anderson, Esq., and Halliday Moncure, Esq., at Bernstein,
Shur, Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel
to the Debtor.  The Debtor disclosed $13,938,161 in assets and
$17,723,488 in liabilities.


MARCO POLO: Court OKs Global Settlement with Lenders & Others
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a global settlement agreement among Marco Polo Seatrade
B.V., et al., The Royal Bank of Scotland plc, Credit Agricole
Corporate and Investment Bank, Norddeustsche Landesbank
Girozentrale and the Official Committee of Unsecured Creditors.

The agreement provides for, among other things:

   -- approval of the assumption and assignment of certain
      executory contracts and unexpired leases and related
      procedures; and

   -- modification of the automatic stay.

As part of their negotiation of the agreement, the Debtors, RBS
and the Committee engaged in discussions regarding the extent to
which the working capital reserves, if any, under the Global
Tanker Pool Pte Ltd Pool Agreement, dated March 24, 2009, to which
Marco Polo Seatrade B.V. is a party constitute the collateral of
RBS.  The parties have agreed that with respect to any Global
Tanker Pool Reserves that are payable to the Debtors under the
Global Pool Agreement, 66.66% of the amounts will be paid to RBS
and 33.33% of the amounts will be paid to the Debtors or to the
Liquidation Trustee, as applicable, for distribution to general
unsecured creditors pursuant to the Plan.

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

                         About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.  The company started a lawsuit against the two
creditors in January 2012.

The cases are before Judge James M. Peck.  Evan D. Flaschen, Esq.,
Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at Bracewell
& Giuliani LLP, in New York, serve as the Debtors' bankruptcy
counsel.  Kurtzman Carson Consultants LLC serves as notice and
claims agent.

The petition noted that the Debtors' assets and debts are both
more than US$100 million and less than US$500 million.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed three members to serve on the Official Committee of
Unsecured Creditors.  The Committee has retained Blank Rome LLP as
its attorney.

Creditor Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.

Gregory M. Petrick, Esq., Ingrid Bagby, Esq., and Sharon J.
Richardson, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, represents secured creditor and post-petition lender The
Royal bank of Scotland plc.


MARIANA RETIREMENT FUND: Panel Backs Request to Pay Benefits
------------------------------------------------------------
Ferdie de la Torre at Saipan Tribune reports the Official
Committee of Unsecured Creditors of the NMI Retirement Fund does
not object to the Fund's request that it be allowed to continue
paying benefits to beneficiaries at the 100% level while it awaits
the court's entry of the dismissal of the Fund's Chapter 11
bankruptcy petition.

According to the report, the Hawaii-based committee's counsel,
Don Jeffrey Gelber, said what the committee understands about the
Fund's proposal is that the Fund is authorized to pay retirees and
other Fund beneficiaries in the same manner that the Fund made
payments before the bankruptcy filing and for the first two months
of the bankruptcy proceeding.

The report relates Mr. Gelber said the committee recognizes that,
if the Fund does not recover sufficient funds to pay all current
and future Fund beneficiaries, full payments to current
beneficiaries may be prejudicial to those "at the back of the
line".

The report relates Mr. Gelber said the committee does not object
to the relief requested by the Fund because it will be least
disruptive to the current beneficiaries who depend on continued
payments for food, shelter, medical, and other living expenses.
Mr. Gelber said the continued full payment to beneficiaries at
the pre-bankruptcy level is consistent with the Fund's pre-
bankruptcy and post-bankruptcy conduct, and is consistent with
the payments that would have been made had the bankruptcy
proceeding not been filed.

According to the report, Mr. Gelber said the continued payments at
the pre-bankruptcy level is consistent with the bankruptcy court's
determination that the Fund was not eligible to file for Chapter
11 protection and the court's decision that the proceeding will be
dismissed following the resolution of some administrative matters.

The report notes the lawyer said the committee understands that
the proposed payments will only be made for a short period of time
before the court's dismissal order is entered.  The Fund's
proposal for continued payment will be heard on June 26 at 9:30am.

The report also notes the Fund's counsel, Jeremy B. Coffey, said
that prior to the Chapter 11 filing, the Fund established a
subsidiary, Pension Holdings Corp., for the purpose of ensuring
the continued payment of benefits, in full, for up to the first
two months of the case.  With the June 2012 payment, Pension
Holdings Corp. has now exhausted its funding and is no longer able
to satisfy the Fund's semi-monthly payment obligations, Mr. Coffey
said.

The report notes the next payment schedule is on or before July 1,
2012.

The report relates Mr. Coffey explained that if the Fund is unable
to resume benefit payments until after the dismissal order is
entered, it would cause undue hardship on Fund members who rely on
benefit payments to meet basic food, shelter, clothing, and
medical needs.

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

An official committee of unsecured creditors, consisting of Fund
members, has been appointed in the case.


MARKETING WORLDWIDE: Adam Benowitz No Longer Owns Shares
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Adam Benowitz and his affiliates disclosed
that, as of June 22, 2012, they do not beneficially own any shares
of common stock of Marketing Worldwide Corporation.  A copy of the
filing is available for free at http://is.gd/9cByGF

                      About Marketing Worldwide

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

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

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

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

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

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


MEDICAL ALARM: Retail Partner to Join Promotional Mailer
--------------------------------------------------------
Medical Alarm Concepts Holdings, Inc., arranged with one of its
retail partners, the largest membership warehouse store in the
U.S., to participate in its seasonal (Fall 2012) promotional
mailer.  This mailer typically generates over 40% of the retail
partners total sales annually for Medical Alarm's category of
goods.  The Company, in conjunction with the retailer, is
estimating this mailer will generate sales of between 1,500 and
2,500 units of the Company's MediPendant product.  The Company is
also discussing and have committed to additional marketing
initiatives with this retailer.

On June 20, 2012, the Company issued a press release disclosing
that it has signed an exclusive distribution agreement with a
Danish company that plans to distribute the MediPendant personal
medical alarm throughout Denmark and several other Scandinavian
countries.  The initial order is for 500 units with additional
orders expected on an ongoing basis.

                       About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

The Company's balance sheet at March 31, 2011, showed
$1.40 million in total assets, $3.41 million in total liabilities,
and a $2 million total stockholders' deficit.

Li & Company, PC, in Skillman, N.J., expressed substantial doubt
about Medical Alarm Concepts Holding, Inc.'s ability to continue
as a going concern, following the Company's results for the fiscal
year ended June 30, 2010.  The independent auditors noted that the
Company had an accumulated deficit at June 30, 2010, and had net
loss and net cash used in operating activities for the fiscal year
then ended, respectively.


MEG ENERGY: Bank Debt Trades at 1% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which MEG Energy Corp.
is a borrower traded in the secondary market at 98.98 cents-on-
the-dollar during the week ended Friday, June 22, an increase of
0.53 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
March 22, 2018, and carries Moody's Ba2 rating and Standard &
Poor's BBB- 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.


MF GLOBAL: Former Clients Auction Claims; CME Group Deal Reached
----------------------------------------------------------------
Tracy Alloway at FT.com reports that SecondMarket started on
Tuesday an auction process for MF Global Holdings Ltd. clients who
want to sell their recovery rights.  According to FT.com, MF
Global claims are said to be trading between 90 and 95 cents on
the dollar.

Melanie Cohen at Bankruptcy Beat relates that James Giddens, the
trustee unwinding MF Global, struck a deal with CME Group Inc.
wherein $130 million in property will be turned over and will go
to former customers.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


NADYA SULEMAN: Octo-Mom House Auction Fails to Get Bidders
----------------------------------------------------------
Real-estate Web site RealtyTrac reports that the foreclosure
process on Nadya Suleman's 2,445-square-foot Orange County,
California house was finalized Tuesday.

The Associated Press relates that the four-bedroom, three-bath
home failed to attract bidders during the auction on Tuesday.
Priority Posting and Publishing Inc., required an opening bid of
$356,000.

Nadya Suleman is an unemployed single mother who became famous
after giving birth to octuplets in 2009.

Ms. Suleman on April 30, 2012 sought protection from her debts
under Chapter 7 bankruptcy.  She owed money to more than 20
parties, including utility companies, her father and a Christian
school.  In her initial filing April 30, Ms. Suleman estimated
that she owed as much as $1 million that she is unable to repay.


NATIVE SUPPLY: Exclusive Plan Filing Period Extended to June 6
--------------------------------------------------------------
Native Wholesale Supply Company and the National Association of
Attorneys General agreed to a short extension of the Debtor's
deadline to file a Chapter 11 exit plan.  Accordingly, the Court
extended the Debtor's exclusive plan filing period through June 6
and the exclusive period to solicit plan votes through Aug. 6.
The Court will hold a hearing June 5 to consider whether another
extension is necessary.

In a separate order, the Bankruptcy Court established Nov. 21,
2012 as the deadline for government entities to file proofs of
claim.  In February, the Debtor said virtually the entire class of
unsecured creditors in dollar amount are governmental units.

                      About Native Wholesale

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them within the United States.  It purchases the products
from Grand River Enterprises Six Nations, Ltd., a Canadian
corporation and the Debtor's only secured creditor.  Native is an
entity organized under the Sac and Fox Nation and has its
principal place of business at 10955 Logan Road in Perrysburg, New
York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


NEW ENGLAND BUILDING: Court OKs Windsor Assoc. as Fin'l Advisors
----------------------------------------------------------------
New England Building Materials, LLC, sought and obtained
Bankruptcy Court permission to hire Windsor Associates LLC and
John C. Thibodeau -- windsor@maine.rr.com -- as financial
advisors.  Windsor had, prior to the Chapter 11 filing date,
served as financial consultants to the Debtor.

Mr. Thibodeau attests that Windsor is disinterested and does not
have an adverse interest to the Debtor's estate.

Windsor maintains a $13,818.75 retainer for post-petition services
to be rendered to the Debtor.

With respect to fees and expenses incurred post-petition, the
Debtor proposes to pay to Windsor its customary hourly rates.

               About New England Building Materials

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  Lawyers
at Marcus, Clegg & Mistretta, P.A., serve as the Debtor's counsel.
In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Richard I.
Thompson, chief financial officer.

William K. Harrington, the United States Trustee for the District
of Maine, appointed seven creditors to serve on the Official
Committee of Unsecured Creditors.


NEW ENGLAND BUILDING: Pierce Atwood Approved as Special Counsel
---------------------------------------------------------------
New England Building Materials LLC said it requires legal
representation as to certain, discrete legal matters. More
specifically, the Debtor requires counsel regarding the
documentation and closing of certain contemplated post-petition
asset sales that the Debtor anticipates will be necessary to
successfully reorganize.  In this regard, the Debtor sought and
obtained Bankruptcy Court permission to hire Pierce Atwood LLP as
special legal counsel.

Pierce Atwood has historically represented the Debtor with
relation to all its corporate legal work in general and its
various purchases and sales of assets in particular.

The hourly rate charged by the Pierce Atwood attorneys will vary
between $250 per hour and $420 per hour.  If a paralegal is
utilized, he or she will bill at $140 per hour.  The hourly rates
of attorneys at Pierce Atwood who will work on this engagement
are:

     Attorney Coggeshall     $420/hour;
     Michael Anderson        $250/hour; and
     Jana Magnuson           $260/hour

Bruce A. Coggeshall, Esq., of counsel at Pierce Atwood --
bcoggeshall@pierceatwood.com -- attests that his firm does not
hold or represent an interest adverse to the estate.  Mr.
Coggeshall said Pierce Atwood is owed $37,260 by the Debtor for
legal services rendered prior to the Petition Date; this claim is
unsecured.  Mr. Coggeshall said the firm does not believe that the
Pre-Petition Claim constitutes an interest adverse to the Debtor
with respect to the matters on which the firm is to be employed.

                About New England Building Materials

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  Lawyers
at Marcus, Clegg & Mistretta, P.A., serve as the Debtor's counsel.
In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Richard I.
Thompson, chief financial officer.

William K. Harrington, the United States Trustee for the District
of Maine, appointed seven creditors to serve on the Official
Committee of Unsecured Creditors.


NEWPAGE CORP: Ex-Owner MeadWestvaco Sues Over Asbestos
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MeadWestvaco Corp. sued NewPage Corp. at the end of
last week to compel the paper maker to continue covering asbestos
claims arising from the plants NewPage purchased from MeadWestvaco
for $2.05 billion cash in 2005.

According to the report, the lawsuit filed in U.S. Bankruptcy
Court in Delaware explains how NewPage had been defending asbestos
lawsuits against Richmond, Virginia-based MeadWestvaco as required
by the 2005 purchase agreement.  After filing for bankruptcy,
NewPage served notice that it would reject the 2005 agreements as
executory contracts and no longer defend the suits.

MeadWestvaco, the report relates, wants the bankruptcy court to
rule that the 2005 contracts were fully performed and thus may no
longer be rejected in bankruptcy. It also wants the court to
assess damages for breach of the 2005 agreements.

Mr. Rochelle also reports that at a hearing on June 22, the
bankruptcy court granted NewPage an extension until Sept. 1 of the
exclusive right to propose a reorganization plan.  The judge
turned down a request by the official creditors' committee to
appoint a mediator.  The judge said he would reconsider appointing
a mediator when NewPage files a plan in July or August.

According to Mr. Rochelle, also at the end of the week, the
creditors' committee added to the lawsuits it seeks permission to
prosecute against Cerberus Capital Management LP, NewPage's 80%
owner.  The committee has identified $3 million in payments for
advisory or management fees that were made in the last year before
bankruptcy. NewPage refused to assert the preference claims, the
committee said.  The committee also wants to bring suit contending
that a lease for a paper-making machine is an unperfected
financing agreement, not a bona fide lease.

There will be a hearing on July 9 regarding the request for
bringing the new suits.  The committee previously filed a request
for permission to sue secured lenders on claims NewPage
characterized as defying "reality to a staggering extent that
demonstrates that they are not plausible." The bankruptcy court
held a status conference on the dispute on June 22.

The committee alleges in its draft lawsuit that the debtfinanced
acquisition of the North American division of Stora Enso Oyj in
2007 was a fraudulent transfer because the assets

                        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.


NEWPAGE CORP: Wins 120-Day Exclusivity Period Extension
-------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Kevin Gross granted NewPage Corp. an extension of its
exclusivity period Friday and declined to appoint a mediator over
Chapter 11 plan negotiations, giving the paper manufacturer
breathing room in talks with warring creditors.

At a court hearing, Bankruptcy Law360 relates, Judge Gross gave
NewPage an additional 120 days in which it will have the exclusive
right to propose a reorganization plan, which the company said it
intends to file next month.

                        About NewPage Group

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

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

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

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

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

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

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

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


NORTHSTAR AEROSPACE: Proposes Bonus Program for Managers
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Northstar Aerospace (USA) Inc. is proposing a
$420,000 bonus program for 10 executives and managers with
payments contingent on completion of a sale of the business to
private-equity investor Wynnchurch Capital Ltd.

According to the report, the bankruptcy judge will conduct a
hearing on July 3 to consider approving the bonus program. The
bonuses won't be paid to executives who accept a job with the
buyer.  The four executives can earn a bonus of 10% of base
annual salary by completion of a sale at a price that isn't
disclosed.  There will be another 5% bonus if the sale is
completed within 75 days of the signing of a contract. A final 3%
bonus will be earned if the price reaches a specified although
undisclosed level.  The six managers at plant sites will earn a
bonus of 30% of salary by remaining employed until the sale is
completed.

Northstar, the report relates, says the principal lender Fifth
Third Bank doesn't oppose the bonuses. The bank is owed $39.5
million on a revolving credit and $18.9 million on a term loan.

                     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.


NRG ENERGY: Bank Debt Trades at 1% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which NRG Energy is a
borrower traded in the secondary market at 98.92 cents-on-the-
dollar during the week ended Friday, June 22, an increase of 0.56
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
July 1, 2018, and carries Moody's Baa3 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.


NORTEL NETWORKS: Top Court Won't Hear UK Pension Plan Dispute
-------------------------------------------------------------
Jacqueline Palank and Stephanie Gleason at Dow Jones' Daily
Bankruptcy Review report that the U.S. Supreme Court on Monday
denied a request to hear a long-running dispute over Nortel
Networks Inc.'s U.K. pension plan and its $3.1 billion shortfall,
ending the plan's last hope for overturning lower-court rulings.

                     About Nortel Networks

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.


OPPENHEIMER PARTNERS: Can Hire Sierra Consulting as Estate Expert
-----------------------------------------------------------------
Oppenheimer Partners Properties LLP sought and obtained approval
from the U.S. Bankruptcy Court to employ Sierra Consulting Group
LLC as interest rate and feasibility estate expert.

The firm, among other things, will:

   1. perform financial analysis and review of the Debtor's
      overall historic books and records;

   2. prepare an expert report and provide expert witness
      testimony in court proceeding as it relates to the Debtor's
      feasibility and appropriate interest rate; and

   3. assist counsel in developing deposition or examination
      questions for the lender's experts.

The firm attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

             About Oppenheimer Partners Properties

Oppenheimer Partners Properties LLP owns and operates a 184-unit
residential apartment complex in Phoenix, Arizona.  Oppenheimer
purchased the property in June 2007 for $12 million through a
combination of cash and a construction loan totaling $12.4
million.  Oppenheimer filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 11-33139) on Dec. 2, 2011.  Judge Sarah Sharer
Curley presides over the case.  Gordon Silver's Robert C.
Warnicke, Esq., serves as the Debtor's counsel.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Eric Hamburger, managing
partner.

Oppenheimer said it anticipates filing a plan of reorganization
that will pay creditors the full amount of their allowed claims.


PATRIOT COAL: Mark Schroeder Named Principal Accounting Officer
---------------------------------------------------------------
Patriot Coal Corporation named Mark N. Schroeder, senior vice
president and chief financial officer, as Patriot's Principal
Accounting Officer effective on June 22, 2012.  Patriot's
previously designated Principal Accounting Officer, Christopher K.
Knibb, has resigned from the company.

Prior to joining Patriot in 2007, Mr. Schroeder, age 55, held
several key management positions at Peabody Energy Corporation,
which began in 2000.  These positions included President of
Peabody China from 2006 to 2007, Vice President of Materials
Management from 2004 to 2006, Vice President of Business
Development from 2002 to 2004 and Vice President and Controller
from 2000 to 2002.  He has more than 30 years of business
experience, including as Chief Financial Officer of Behlmann
Automotive Group from 1997 to 1998, and financial management
positions with McDonnell Douglas Corporation and Ernst & Young,
LLP.

Mr. Schroeder is a certified public accountant and holds a
Bachelor of Science degree in business administration from
Southern Illinois University-Edwardsville.

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

                             *    *    *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on St. Louis, Mo.-
based Patriot Coal Corp. to 'CCC' from 'B-'.

"The corporate credit rating on Patriot reflects the combination
of what we consider to be the company's 'weak' business risk
profile and 'highly leveraged' financial risk profile.  The
company has significant exposure to the high-cost Central
Appalachia region and faces the inherent risks of coal mining,
including operating problems, price volatility, and increasing
costs and regulatory scrutiny," S&P said.

In the May 17, 2012, edition of the TCR, Moody's Investors Service
downgraded Patriot Coal's (Patriot) corporate family rating (CFR)
and probability of default rating to Caa1 from B2.  The downgrade
reflects Moody's expectation that for 2012, Patriot's credit
metrics will contract and liquidity will deteriorate, due to
challenges facing the company's thermal coal business and the
softness in the metallurgical coal market.


PEMCO WORLD: Court OKs Otterbourg as Committee's Lead Co-Counsel
----------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of PEMCO World Air Services, Inc., to retain
Otterbourg, Steindler, Houston & Rosen, P.C., as its lead co-
counsel.

OSH&R will, among other things:

   (a) assist and advise the Committee in its consultation with
       the Debtors relative to the administration of these cases;

   (b) attend meetings and negotiate with the representatives of
       the Debtors and other parties-in-interest;

   (c) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs; and

   (d) assist the Committee in the review and analysis of any
       financing agreements.

OSH&R's current hourly rates are:

          Partner/Counsel       $570-$895
          Associate             $255-$610
          Paralegal             $225-$245

The firm will also seek for reimbursement of actual and necessary
expenses incurred by it in connection with its representation of
the Committee.

                  About Pemco World Air Services

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

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

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

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

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


PEMCO WORLD: Court OKs PricewaterhouseCoopers as Tax Consultants
----------------------------------------------------------------
The Bankruptcy Court authorized Pemco World Air Services, Inc., et
al., to employ PricewaterhouseCoopers LLP for purposes of
providing tax consulting services and tax compliance services.

Pursuant to the Tax Consulting Letter, PwC will:

   * calculate tax basis of Pemco World Air Services, Inc.'s
     balance sheet in its 80% or more owned U.S. subsidiaries as
     of Dec. 31, 2011, for U.S. Federal tax purposes;

   * provide advice, answers to questions, or opinions on tax
     planning or reporting matters, including research,
     discussions, preparation of memoranda, and attend meetings
     relating to those matters, as mutually determined to be
     necessary.

Pursuant to the terms of the Tax Compliance Letter, PwC will:

  -- prepare U.S. Corporation Income Tax Return, Form 1120, for
     the Debtors for the tax year beginning Jan. 1, 2011, through
     Dec. 31, 2011, and any schedules or statements required
     thereunder;

  -- prepare required state corporate income tax returns for the
     tax year beginning Jan. 1, 2011, through Dec. 31, 2011, and
     any schedules or statements required thereunder; and

  -- complete Schedule UTP, if applicable.

Pursuant to the Tax Consulting Letter, PwC will seek compensation
at these hourly rates:

           Professional Level         Hourly Rate
           ------------------         -----------
           Partner                     $615-$645
           Director                    $390-$420
           Manager                     $295-$325
           Senior Associate            $225-$245
           Associate                   $145-$165

PwC will also seek reimbursement for necessary and reasonable out-
of-pocket expenses incurred, which will include, but are not
limited to, travel, lodging, meals, photocopying, delivery
service, postage, vendor charges.

Pursuant to the terms and conditions of the Tax Compliance Letter,
PwC will seek compensation on a fixed fee basis.  The fixed fee
for those services is estimated to be $27,500 for the 2011 tax
year.

                  About Pemco World Air Services

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

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

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

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

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


PEMCO WORLD: Unit Files Schedules of Assets & Liabilities
---------------------------------------------------------
Sun Aviation Services, LLC, filed with the Bankruptcy Court its
Schedules of Assets and Liabilities disclosing an undetermined
amount assets and an undetermined amount liabilities, a copy of
which is available for free at:

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

                   About Pemco World Air Services

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

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

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

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

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


PETTERS CO: Court OKs Settlements Worth $33.8MM, Report Says
------------------------------------------------------------
John Welbes at Pioneer Press reports that U.S. District Judge
Gregory Kishel approved on June 20 these Petters Company Inc
settlements:

   -- $19 million settlement with GE Capital;

   -- $13.5 million settlement from law firm Fredrikson & Byron,
      which did legal work for Petters' companies; and

   -- $1.25 million from the John T. Petters Foundation, which was
      set up to honor Mr. Petters' deceased.

According to Pioneer Press, the money will go into the bankruptcy
estate of Petters.  Pioneer Press relates that Petters trustee
Doug Kelley, who negotiated the settlements, has collected about
$300 million for the estate and has filed 202 clawback lawsuits
since late 2010, hoping to recover $1.7 billion in cash from net
winners in the scheme, business associates of Petters, and
charities that received donations.

                        About Petters Group

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

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

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

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

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

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


PHILADELPHIA ORCHESTRA: Nero Disputes Bid to Reject Contract
------------------------------------------------------------
Peter Dobrin at the Philadelphia Inquirer reports that Peter Nero
has responded to a proposed rejection of his contract filed by
Encore Series Inc. on June 11, 2012, pointing out that he owns the
name rights to the group founded in 1979 by impresario Moe Septee.

The report relates pops president and chief executive officer
Frank Giordano had proposed a 40% pay cut for Mr. Nero.  The clash
between Mr. Nero and the ESI board was scheduled to be heard by
Judge Eric L. Frank of U.S. Bankruptcy Court, Eastern District of
Pennsylvania, on July 19 and 20.

According to the report, Mr. Nero points out that even as ESI says
it can no longer afford his fee, the group has begun paying Mr.
Giordano and proposes to pay another board member -- and has done
so without seeking the necessary approval of the court.  Those new
salaries are roughly equal to the amount of the proposed cut to
Mr. Nero's compensation.

The report says Mr. Giordano, president of Atlantic Trailer
Leasing Corp., who has no record running a performing arts
organization such as the Pops, has hired artistic and marketing
consultants to help him develop artistic and organizational plans.
The Pops began paying Mr. Giordano $1,000 a week in January and
proposes to boost his compensation to $91,000 a year, he
acknowledged.  Permission for Mr. Giordano's pay was neither
sought nor received from Bankruptcy Court, and monthly operating
reports for the last several months were not filed until recently,
after Pops officials were questioned by a reporter about the
omission.

The report notes Stephen M. Packman, ESI's lawyer, said the
filings of monthly operating reports were delayed by information
late in coming from the Philadelphia Orchestra, and that case law
supported his position that the court's permission was not
required to begin payments to Giordano.

The report notes Mr. Nero's current contract calls for him to
remain on the podium through June 30, 2014.  The 2012-13 season of
Peter Nero and the Philly Pops has already been announced with Mr.
Nero billed as conductor.  The Pops has not shown that it can find
a replacement for him without "substantial loss of ticket sales
and revenues, and at any savings in costs."

                 About Philadelphia Orchestra

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

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

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

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

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

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


PHILADELPHIA ORCHESTRA: Court OKs Expanded Grant Thornton Work
--------------------------------------------------------------
The Philadelphia Orchestra sought and obtained permission from the
U.S. Bankruptcy Court to continue and expand the employment of
Grant Thornton LLP as tax advisor and auditor to complete the
audit of the financial statements for the year ended Aug. 31,
2011, for the each of the Debtors, to prepare the Form 990 for
each of the Debtors for the year ended Aug. 31, 2011, and to
perform any other and further tax or audit work required by the
Debtors in the Chapter 11 Cases.

Grant Thornton will not serve as a bankruptcy and reorganization
advisor to the Debtors, and while certain aspects of its services
will necessarily involve Grant Thornton on the one hand and the
Debtors' bankruptcy and reorganization advisors on the other hand,
the Debtors believe that Grant Thornton's services will complement
rather than duplicate the services to be performed by the Debtors'
bankruptcy and reorganization advisors.  The Debtors are mindful
of the need to avoid duplication of services and appropriate
procedures will be implemented to ensure that there is no material
duplication of effort as a result of Grant Thornton's role as tax
advisor and auditor for the Debtors.

The firm's discounted rates are:

              Level                    Discounted Rates
              -----                    ----------------
              Partners                    $206-$335
              Manager/Sr. Managers        $164-$230
              Quality review              $206-$335
              Senior associate              $96-158
              Clerical/Duplication of
                 Reports                    $30-$49

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                About Philadelphia Orchestra

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

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

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

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

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

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


PHILADELPHIA ORCHESTRA: Court Approves Dexter Hofing as Consultant
------------------------------------------------------------------
The Philadelphia Orchestra sought and obtained approval from the
U.S. Bankruptcy Court to employ Dexter Hofing LLC as pension and
actuarial consultant for the Debtors.

The hourly rates charged by Dexter Hofing reflect a discount on
the firm's standard rates in consideration of the specific
circumstances surrounding the nature of the Debtors and their
Chapter 11 cases.  The rates are not reflective of Dexter Hofing's
customary and standard rates charged in any other case.

Richard B. Worley attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                 About Philadelphia Orchestra

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

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

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

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

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

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


PINNACLE AIRLINES: Suspends Labor Negotiations for Delta Talks
--------------------------------------------------------------
Pinnacle Airlines Corp. updated its employees on the Chapter 11
reorganization process and its discussions with its labor unions.


Pinnacle Chief Executive Officer, John Spanjers said there have
been new developments since the Company presented its unions with
term sheets that require the Company to pause its discussions
while the Company reformulates its business plan.

"These new developments are the reason we are temporarily
suspending labor negotiations while we take time to assess the
impact of our recent discussions with Delta.  Once we reformulate
our business plan and identify the level of additional concessions
needed to make it work, we'll communicate those details with all
parties and return promptly to discussions with our unions," the
letter stated.

Delta recently reached a tentative agreement with ALPA that
includes a provision that could require a significant reduction in
the number of 50-seat (CRJ-200 and ERJ-145) aircraft in Delta's
network.  About 140 of Pinnacle's 181 end state aircraft are CRJ-
200s.  The same agreement allows Delta to expand its 2-class 76-
seat regional jets by 70 aircraft as it adds additional mainline
aircraft to its fleet.  Thus, Pinnacle's business plan will need
to be reformulated in response.

Delta also told Pinnacle that the bids they've received from other
regional carriers on 2-class flying were significantly below what
they pay for Pinnacle's CRJ-900 flying.

A complete copy of the letter is available for free at:

                        http://is.gd/Rw8J6a

                      About Pinnacle Airlines

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

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

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

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

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

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


POST STREET: To Face Dismissal If Plan Fails in July
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
in a tentative ruling, said it is inclined to dismiss the Chapter
11 cases of Post Street LLC, and Post 240 Partners, LP, as of the
conclusion of the currently scheduled confirmation hearing, unless
by that date, the Debtors either:

   (a) tender full payment to Post Investors LLC through a sale of
       the property known as 228-240 Post Street, San Francisco,
       California.; or

   (b) confirm the Plan currently pending before the Court.

Secured creditor Post Investors LLC requested for the appointment
of a trustee to liquidate the Property.

The confirmation hearing could not be continued, nor could the
Debtors amend the Plan in any material respect, without consent of
Post Investors.

At the hearing held on June 8, the Court directed the Debtors to
notify Post Investors whether they proposed to:

   (a) proceed with the hearing on confirmation of their First
       Amended Chapter 11 Plan dated April 30, 2012, set for
       July 24-26, 2012; or

   (b) proceed with selling the Property pursuant to Section 363
       of the Bankruptcy Code.

"If the plan was confirmed, but its effectiveness depended upon
Debtor satisfying some condition, such as the creation of a
reserve for debt service or tenant improvements, the court would
set a deadline for fulfilling that condition and the confirmation
hearing would not be considered concluded until that deadline had
expired.  If Debtor failed timely to fulfill any such condition,
the case would be dismissed upon the expiration of the deadline,"
Judge Thomas E. Carlson opined.  "If the plan was not confirmed,
the case would be dismissed upon the entry of the order denying
confirmation," he adds.

The Court is inclined to set the deadlines because, among other
things, the case has been pending for many months, and the Debtors
have been given a reasonable opportunity to reorganize or to sell
the Property.

                       About Post Street LLC

Post Street LLC, based in San Francisco, California, filed for
Chapter 11 bankruptcy (Bankr. Case No. 11-32255) on June 15, 2011.
Judge Thomas E. Carlson presides over the case.  Jeffrey C.
Krause, Esq., Eric D. Goldberg, Esq., H. Alexander Fisch, Esq.,
and Michael S. Neumeister, Esq., at Stutman, Treister and Glatt,
in Los Angeles, serves as the Debtor's bankruptcy counsel.
Nossaman LLP serves as special litigation counsel.  In its amended
schedules, the Debtor disclosed assets of $280,815 plus unknown
amount and liabilities of $56,092,852 as of the Chapter 11 filing.
The petition was signed by Stanley W. Gribble, authorized agent.

Affiliate Post 240 Partners, LP, aka Festival Retail Fund 1 228
Post Street, LP, filed for Chapter 11 bankruptcy (Bank. N.D.
Calif. Case No. 11-33788) on Oct. 19, 2011.  The Debtor estimated
both assets and debts of $50 million to $100 million.

Post Street, LLC, and Post 240 Partners, L.P., own 34.41% and
65.59% tenant in common interests, respectively, in a building
located at 228-240 Post Street, Union Square, San Francisco.


RG STEEL: Auction to be July 31 or Aug. 21
------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RG Steel LLC resolved objections from the creditors'
committee to a quick sale of the assets by stretching out the
schedule if a buyer signs a contract before July 30.  Under sale
procedures approved by the bankruptcy court, bids are due July 25.
Assuming a prospective buyer signs a contract to be a so-called
stalking horse and submit the first bid at auction, the auction
will take place Aug. 21, with a hearing to approve the sale on
Aug. 23.  If no buyer signs a contract, the auction will take
place July 31, with a sale-approval hearing on Aug. 8.

The auction will dispose of the three main plants in Sparrows
Point, Maryland; Warren, Ohio, and Wheeling, West Virginia.  No
buyer is yet under contract.

The creditors' committee had accused RG of attempting to conduct a
"fire sale."

At Thursday's hearing, RG also was given final approval for
$50 million in financing.  Existing lenders led by Wells Fargo
have agreed to provide postpetition financing of up to $50 million
and the removal of $21 million of reserves imposed on the Debtors
to provide the Debtors with funding for operations pending the
sale.  The Debtors held no unrestricted cash on the day
immediately prior to the bankruptcy filing.

                         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.


RITZ CAMERA: Files for Bankruptcy Again to Close 128 Stores
-----------------------------------------------------------
Ritz Camera & Image LLC, the operator of 265 camera stores in 34
states as well as an Internet business, sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012.

Beltsville, Maryland-based Ritz Camera --
http://www.ritzcamera.com-- claims to be the largest camera and
image chain the U.S.  The Ritz Camera business, which has 1,960
employees, has returned to bankruptcy court to close unprofitable
stores.  Ritz Camera intends to shut 128 locations and cut its
staff in half.  Included in the closing are 10 locations in
Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) in February 2009
when it 800 photo stores and 130 Boater's World stores.  The
debtor closed majority of the stores and sold the 375 remaining
stores in July 2009 to a group led by CEO David Ritz.

Ritz Camera & Image, the company formed by Ritz, emerged as the
winning bidder with its offer $16.25 million cash and a $7.8
million note for at least 163 of the remaining 375 camera stores.

According to a court filing, RCI made a profit in the second half
of 2011, and merchandise sales were significantly improved in May
2011. Sales for the year ended Dec. 31, 2011, totaled $36 million.

WeinsweigAdvisors LLC's Marc Weinsweig, recently appointed CRO,
explains, "Even with this recent success, however, RCI was
restrained by a lack of sufficient liquidity and capital to
sustain its current store count.  This deficiency proved too much
for the company to overcome.  Although significant efforts were
made to obtain the necessary capital and liquidity to provide for
the working capital needs of RCI, those efforts were not
sufficiently successful to permit the company to restructure
outside of Chapter 11."

Accordingly, the RCI and affiliate Ritz Interactive, LLC, sought
Chapter 11 protection to reject its unprofitable leases and
restructure its debts while maintaining their valuable business
operations.

The Debtors owe not less than $16.32 million for term and
revolving loans provided by secured lenders led by Crystal Finance
LLC, as administrative agent.  RCI estimated total assets and
liabilities of $50 million to $100 million as of the Chapter 11
filing.

                        The Chapter 11 Case

Concurrent with the filing of the new Chapter 11 cases, the
Debtors filed a number of first day motions.  The Debtors are
seeking orders barring utilities from discontinuing service
($481,000 spent every month prepetition), allowing payment of
prepetition wages and benefits of employees (less than $1 million
outstanding), allowing customer programs to continue, and
permitting payment for prepetition shipping charges ($306,000
outstanding).

The Debtors are also seeking approval to obtain debtor-in-
possession financing of up to $20 million, consisting of a senior
secured revolving credit facility of $15.585 million and a term
loan in the amount of $4.915 million.  The DIP financing, which
will mature Nov. 9, 2012, is being provided by the prepetition
lenders.  The Debtors said they made attempts to obtain financing
from a new lender, but those efforts were not successful.

The DIP financing agreement requires the Debtors to:

  * immediately commence the store closing program;

  * file a motion on or before July 6 to establish bidding
    procedures with respect to Go-Forward Stores, i.e. stores that
    the Debtors intend to continue to operate as part of the
    future business;

  * distribute bid packages to going concern buyers and
    liquidators with respect to assets at all Go-Forward Stores
    by Aug. 6; and

  * conduct an auction by Sept. 6, 2012, and obtain bankruptcy
    court approval of the sale by Sept. 10, 2012.

A hearing on the first day motions is scheduled for June 25.

Attorneys at Cole, Shcotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

Mark L. Desgrosseilliers, Esq. and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP -- mdesgrosseilliers@wcsr.com
and erjohnson@wcsr.com -- attorneys of liquidators Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC, have filed a
notice of appearance in the Chapter 11 case.


RITZ CAMERA: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ritz Camera & Image, L.L.C.
        6711 Ritz Way
        Beltsville, MD 20705

Bankruptcy Case No.: 12-11868

Debtor-affiliate that filed separate Chapter 11 petition:

    Debtor                              Case No.
    ------                              --------
    Ritz Interactive, LLC               12-11869

Chapter 11 Petition Date: June 22, 2012

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: Hon. Kevin Gross

Type of Business: Ritz Camera -- http://www.ritzcamera.com--
                  claims to be the largest camera and image chain
                  the U.S.  It operates 265 camera stores in 34
                  states claims to be the largest camera and
                  image chain the U.S.  Ritz Interactive owns e-
                  commerce websites that include RitzCamera.com
                  and BoatersWorld.com.

Debtors'
Counsel:    Patrick J. Reilley, Esq.
            Sanjay Bhatnagar, Esq.
            COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
            500 Delaware Ave., Ste. 1410
            Wilmington, DE 19801
            Tel: (302) 652-3131
            Fax: (302) 652-3117
            E-mail: preilley@coleschotz.com
                    sbhatnagar@coleschotz.com

                  -- and --

            Irving E. Walker, Esq.
            David Dean, Esq.
            COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
            300 East Lombard St., Ste. 2000
            Baltimore, MD 21202
            Tel: (410) 230-0660
            Fax: (410) 230-0667
            E-mail: iwalker@coleschotz.com
                    ddean@coleschotz.com

Debtors'
Claims and
Noticing
Agent:      KURTZMAN CARSON CONSULTANTS LLC
            2335 Alaska Ave.
            El Segundo, CA 90245
            Tel: 888-830-4641

Ritz Camera's
Estimated Assets: $50 million to $100 million

Ritz Camera's
Estimated Debts:  $50 million to $100 million

The petitions were signed by Marc Weinsweig, chief restructuring
officer.

Debtors' Consolidated List of Their 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Nikon Inc.                         Trade Debt         $2,418,168
Attn: Gina Foundos
1300 Walt Whitman Road
Melville, NY 11747

Sony Corp. of America              Trade Debt         $1,472,963
22470 Network Place
Chicago, IL 60673

Fuji Photo North America Corp.     Trade Debt           $632,346
P.O. Box 200232
Pittsburgh, PA 15251-0232

Yesvideo Inc.                      Trade Debt           $558,577
3281 Scott Blvd.
Santa Clara, CA 95054

Fuji Photo Film USA Inc.           Trade Debt           $505,784
P.O. Box 200232
Pittsburgh, PA 15251-0232

Olympus Imaging America, Inc.      Trade Debt           $468,961
P.O. Box 200138
Pittsburgh, PA 15251-0138

Sakar International Inc.           Trade Debt           $414,730
195 Carter Drive
Edison, NJ 08817

Tamrac                             Trade Debt           $379,390
9240 Jordan Ave.
Chatsworth, CA 91311

C R I S Camera Services            Trade Debt           $302,376
250 N. 54th Street
Chandler, AZ 85226

Tocad America Inc.                 Trade Debt           $276,556
P.O. Box 95000
Philadelphia, PA 19195-1365

Mizco International Inc.           Trade Debt           $239,790

Notions Marketing Corporation      Trade Debt           $225,248

United Parcel Service              Trade Debt           $224,958

Corinthian Media                   Trade Debt           $219,465
Almo Corporation                  Trade Debt            $211,192

McCann Schaible & Wall            Trade Debt            $204,636

SDJ Technologies Inc.             Trade Debt            $202,937

California State Board of         Trade Debt            $197,197
Equalization Account
Information Group

Lucidiom Inc.                     Trade Debt            $188,858

Chicago Stores LLC                Trade Debt            $156,019

Blue Microphones                  Trade Debt            $155,240

Steel House                       Trade Debt            $134,221

FJ Westcott Company               Trade Debt            $126,164

KJ Mirman Const. Co., Inc.        Trade Debt            $120,261

Circle Graphics, Inc.             Trade Debt            $117,968

Megapath Corporation              Trade Debt            $110,503

Pinnacle Commercial               Trade Debt            $109,870

Manfrotto Distribution Inc.       Trade Debt            $102,050

Wynit Inc.                        Trade Debt            $100,955

Alston and Bird LLP               Trade Debt             $96,618


ROBERTS HOTELS: Seeks Joint Administration of Cases
---------------------------------------------------
Six bankrupt hotels owned by brothers Michael V. Roberts Sr. and
Steven C. Roberts will seek joint administration of their Chapter
11 cases.

The cases earlier in May were assigned under one judge at the
Debtors' request.

The six hotels -- colloquially referred to as the "six-pack" --
are related by joint and several liabilities on a single large
debt to Bank of America.  Because of the staggered filings, the
cases have been assigned to various judges.  Due to the similar
issues regarding BofA, the Debtors believe it would be inefficient
and impractical to leave the judge assignments as they are.  The
situation also could lead to conflicting rulings on similar issues
by different judges.

Judge Charles E. Rendlen, III, will preside over the cases.

Before the bankruptcy filings, BofA had filed suit against all six
hotels and was in the process of either foreclosing or having
receivers appointed on each.  Each Debtor filed for relief under
Chapter 11 in an effort to block the actions and allow time to
attempt an amicable resolution of the various issues.  According
to papers filed in court, the Debtors had contemplated that all
six cases would be filed within about a 10-day period, but
practical and legal issues unfortunately have extended that
schedule.  The filings indicated the Debtors and BofA have begun
working cooperatively, which ultimately will benefit all parties.

The Shreveport, Atlanta and Tampa locations are subject to
receivership proceedings.  The Debtors noted they expect BofA will
file motions in those cases to be excused from complying with 11
U.S.C. Sec. 542 and the Debtors will not object to the relief
sought.  The Debtors believe that BofA's increased comfort level
in having more direct control over its collateral will allow it
more flexibility in allowing BofA to realize maximum value for its
collateral, or in allowing the Debtors time to reorganize.   The
pre-petition receivers are being fully cooperative with the
Debtors in providing access to all of their operational records,
and the receivership orders provide for BofA, in its discretion,
to fund any immediate operating loses or other needs.

                       About Roberts Hotels

Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have
filed separate Chapter 11 bankruptcy petitions.  The hotels are
among those involved in a lawsuit Bank of America filed against
Roberts Cos. in April 2012.  BofA alleges Roberts Cos. defaulted
on a loan to renovate six hotels it owns outside of Missouri and
owes more than $34 million.  The hotels are located in Tampa,
Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C.

Roberts Hotels Dallas LLC, which operates as a Courtyard by
Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11
bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012,
listing $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012,
listing $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Shreveport LLC, also under the Clarion flag, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12-
44495) on May 9, listing between $1 million and $10 million in
assets and between $10 million and $50 million in debts.

Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel,
formerly named Radisson Hotel & Suites Spartanburg, filed a
Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April
19, 2012.  It scheduled $3,028,820 in assets and $34,775,209 in
debts.

Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012,
listing under $50,000 in assets and up to $50 million in debts.

Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820
East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo.
Case No. 12-44391) on May 7, estimating assets between $1 million
and $10 million and debts between $10 million and $50 million.

A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the
Debtors' counsel.  The petitions were signed by Mike Kirtley,
chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between
$1 million and $10 million.  John D. Moore, P.A., represents the
Debtor.


ROSETTA GENOMICS: Prepays $1.7MM Debt, Signs Release Agreement
--------------------------------------------------------------
Rosetta Genomics Ltd., on June 21, 2012, entered into an agreement
and release with the holders of $1,750,000 senior secured
debenture, pursuant to which Rosetta prepaid an aggregate of
$1,450,000 in principal and $288,000 in interest and the Debenture
Holders agreed to convert the remaining $300,000 in principal into
ordinary shares at the conversion price of $1.416 per share no
later than July 31, 2012.  Upon the prepayment of the $1,450,000
in principal and $288,000 in interest, all of the Company's
obligations under the transaction agreements were satisfied or
terminated and the security interest in all current and future
assets of Rosetta and any current or future subsidiary terminated.

The Release Agreement also contains a mutual release and discharge
of all actions, causes of action, claims, demands, counterclaims,
and suits, obligations or liabilities of any kind whatsoever,
whether or not known, suspected, claimed, developed or
undeveloped, anticipated or unanticipated, including, but not
limited to, those arising from or under the transaction
agreements, up to the date of the Company's prepayment of the
$1,450,000 in principal and $288,000 in interest.

Rosetta Genomics entered into a Secured Loan Agreement, pursuant
to which on Jan. 27, 2012, it sold and issued a $1,750,000 senior
secured debenture, to accredited investors.  The Debenture had a
maturity date of Jan. 26, 2013, and accrued interest initially at
a rate of 10% per annum, payable semi-annually.

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

                       http://is.gd/D7q1e1

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

In its auditors' report for the 2011 financial statements, Kost
Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed
substantial doubt about Rosetta Genomics' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses and generated negative
cash flows from operating activities in each of the three years in
the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States."


SABRE HOLDINGS: Bank Debt Trades at 4.5% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Sabre Holdings
Corp. is a borrower traded in the secondary market at 95.42 cents-
on-the-dollar during the week ended Friday, June 22, an increase
of 1.63 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 575 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Sept. 1, 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.


SANDY HOROWITZ: Puts Neitzel Building on Auction Block
------------------------------------------------------
Larry Rulison at Times Union reports that the former Marvin
Neitzel Building on River Street in Troy was scheduled for auction
on June 22, 2012.  The auction was to be held at the building at
432-450 River St., California.

According to the report, owner Sandy Horowitz is selling the
80,000-square-foot building -- which once housed a nurse uniform
factory -- as part of his Chapter 11 bankruptcy plan.  Ms.
Horowitz told the court that he owes $78,000 in property taxes
to Troy and that he expects the building to sell for between
$300,000 and $500,000, netting between $200,000 and $380,000
for his creditors.

Sandy Horowitz is a property developer in California.  He filed
for Chapter 11 bankruptcy in late 2009.


SERVICE MASTER: Bank Debt Trades at 2.2% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Service Master is
a borrower traded in the secondary market at 97.81 cents-on-the-
dollar during the week ended Friday, June 22, an increase of 1.19
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
July 24, 2014, 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.


SLAVERY MUSEUM: Files Amended Chapter 11 Plan
---------------------------------------------
The Associated Press reports that an attorney for the national
slavery museum proposed by former Gov. L. Douglas Wilder submitted
a revised Chapter 11 reorganization plan last week to dig out from
$7 million in debt, including the sale of more than half of the
38 acres in Fredericksburg, Md., where the museum was to rise.

According to the report, the filing in U.S. Bankruptcy Court
expands on an earlier Chapter 11 plan that had been criticized by
creditors as unrealistic because it relied exclusively on
donations.  The U.S. National Slavery Museum filed for protection
from its creditors last fall after donations stopped trickling in.

The report notes U.S. Bankruptcy Judge Douglas O. Tice Jr. is
scheduled to review the plan at a confirmation hearing June 27.

The report relates that attorney Sandra R. Robinson states in the
reorganization plan that the Fredericksburg property is valued at
$7.6 million, a figure she adds is "conservative."  "The debtor
does not need 38 acres to build and operate a world-class museum,"
Ms. Robinson wrote in the filing.  The museum, the report quotes
Ms. Robinson as saying, would need 15-18 acres to build and for
parking and sell at least 20 acres to pay its approximate
$250,000 in back taxes to Fredericksburg and other creditors.

The report relates Ms. Robinson said the property has restrictions
that would depress the sale price and she would "take all such
actions as necessary" to have the restrictions removed.

According to the report, the plan still outlines an ambitious
fund-raising plan that would generate $900,000 in the first year,
with annual giving rising to $2 million in its fourth year.  The
Internal Revenue Service had revoked its tax-exempt status after
the museum failed to file tax returns, but the filing said it was
"authorized" to reinstate fund-raising on June 1.

The report relates Ms. Robinson said the museum has already begun
receiving donations.  They were not outlined in the filing and Ms.
Robinson did not immediately respond to an Associated Press
request for additional comment on the plan.  The museum's biggest
creditor is Pei Architectural Partnership, which has a $5.1
million lien on the 38 acres on the Rappahannock River.  The
museum proposes paying off the architectural firm over four years.

The report further adds Celebrate Virginia donated the land to the
museum in 2002.  Earlier this month, attorneys for Celebrate
Virginia said the value of the land was initially $19 million and
asked the Court to convert the museum's case to Chapter 7 so the
land could be sold before its value diminishes even further.
Attorneys for Celebrate Virginia said the museum had neglected the
property and had no assets to maintain it.  They also called the
museum's plan "vague, speculative, confusing, incomplete and/or
unfeasible."

The United States National Slavery Museum, based in Richmond,
Virginia, filed for Chapter 11 protection (Bankr. E.D. Va. Case
No. 11-36013) on Sept. 21, 2011.  Judge Douglas O. Tice, Jr.,
presides over the case.  Sandra Renee Robinson, Esq., at Robinson
Law & Consulting Firm, P.C., represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


SMF ENERGY: Files Schedules of Assets & Debts
---------------------------------------------
SMF Energy Corporation and its affiliated debtors filed with the
Bankruptcy Court its schedules of assets and liabilities.

SMF Energy disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $16,387,456
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,207,715
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,642,030
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $14,310,262
                                 -----------      -----------
        TOTAL                    $16,387,456      $31,160,009

H&W Petroleum Company disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,317,660
  B. Personal Property           $12,131,469
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,980,957
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $85,749
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $413,123
                                 -----------      -----------
        TOTAL                    $13,449,129      $10,479,830

SMF Services Inc. disclosed $1,051,283 in personal property assets
(Schedule B) and $9,980,957 in secured claims (Schedule D).

Streicher Realty Inc. disclosed $121,297 in real property assets
(Schedule A) and $9,980,957 in secured claims (Schedule D).

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A. shut
off access to a revolving credit loan and declared a default.  The
bank is owed $11.2 million, including $8 million on a revolving
credit secured by all assets.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its Chief Restructuring
Officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  The petition was signed by
Soneet R. Kapila, the CRO.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.


SOLAR TRUST: NextEra Wins Auction for Blythe Project
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NextEra Energy Inc. won the bankruptcy auction for
the 1,000-megawatt facility in Blythe, California, owned by Solar
Millennium Inc.  When completed, it will be the world's largest
solar power plant.

According to the report, NextEra will pay $10 million in cash plus
contingent payment of as much as an additional $40 million when
the project is completed.  There will be a hearing on June 27 in
U.S. Bankruptcy Court in Delaware for approval of the sale.

The report relates that at the auction in June 21, there were no
bids to compete with the offer from BrightSource Energy Inc. to
buy the 500-megawatt project under development in Desert Center,
California, for a price that could be as much as about $30
million, if all contingent payments are made.

Solar Millennium was also offering to sell the 500-megawatt
project still in the planning stage in Amargosa Valley, Nevada.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC has committed to provide a
postpetition secured credit facility and has expressed an interest
in serving as stalking horse purchaser for certain of the Debtors'
assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.  K&L Gates LLP is the special corporate
counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to
12-11206) on April 10, 2012.

Ridgecrest Solar, et al., are affiliates of Solar Trust of America
LLC.  STA Development, LLC, one of the debtors that filed for
bankruptcy April 2, owns 100% of the interests in Ridgecrest, et
al.

Ridgecrest Solar Power estimated up to $50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to $50,000 in assets
and up to $10 million in liabilities.


SOMERSET PROPERTIES: Court OKs $254,000 Cash Use for June
---------------------------------------------------------
The Bankruptcy Court entered a 20th interim consent order
authorizing Somerset Properties SPE, LLC, to use $253,510 cash
collateral for June 2012.  The Debtor is not authorized to use
Cash Collateral for legal fees and expenses, management fees, or
other professional fees of any kind, absent court approval.

The Court, in a 19th interim consent order authorized the Debtor
to use $277,021 cash collateral for May 2012.

CSFB 2001-CP4 Bland Road, LLC, and CSFB 2001-CP4 Falls of Neuse,
LLC, claim to be the current holders of loans to Somerset, each in
the original principal amount of $15,500,000, and further claim
that the Loans are secured by liens on all of Somerset's assets.

CSFB 2001-CP4 Bland Road, LLC, and CSFB 2001-CP4 Falls of Neuse,
LLC, claim to be North Carolina limited liability companies
created for and owned by a securitized trust that purchased the
Loans from the original lender and to whom the Loans were
transferred and assigned by the Trust in anticipation of
foreclosure.

LNR Partners, LLC, is the "Special Servicer" of the Loans, and the
non-owner manager and representative of CSFB 2001-CP4 Bland Road,
LLC and CSFB 2001-CP4 Falls of Neuse, LLC.

Midland Loan Services, Inc., is the "Master Servicer" of the
Loans, asserts that it is not a manager or representative of CSFB
2001-CP4 Bland Road, LLC, and CSFB 2001-CP4 Falls of Neuse, LLC,
and asserts no interest in cash collateral.

The Debtor disputes the claims of the Lenders and Midland.

Pursuant to the Order, the Lenders are granted liens in all of the
Debtor's post-petition leases, rents, royalties, issues, profits,
revenue, income, deposits, securities, and other benefits of the
Properties to the same extent, priority, and perfection as they
have in that collateral pre-petition.

A final hearing on this matter will be held on July 20, 2012, at
10:30 a.m.

A copy of the 19th Cash Collateral Order is available at:

           http://bankrupt.com/misc/SOMERSET_19thCash.pdf

A copy of the 20th Cash Collateral Order is available at:

           http://bankrupt.com/misc/SOMERSET_20thcash.pdf

                     About Somerset Properties

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six office buildings in Raleigh, North Carolina.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C.
Case No. 10-09210) on Nov. 8, 2010.  William P. Janvier, Esq., at
Janvier Law Firm, PLLC, in Raleigh, N.C., represents the Debtor as
bankruptcy counsel.  The law firm of Blanchard, Miller, Lewis &
Isley, P.A., in Raleigh, N.C., is the Debtor's special counsel.
The Company disclosed $36.50 million in assets and $28.83 million
in liabilities as of the Chapter 11 filing.


SOUTHERN FOREST: Won't Have Official Creditors' Committee
---------------------------------------------------------
Britt B. Griggs, attorney for the Bankruptcy Administrator for the
Middle District of Alabama, said an official committee of
unsecured creditors could not be appointed in the Chapter 11 case
of Southern Forest Land Inc.  Only one unsecured creditor
expressed a willingness to serve on the committee of unsecured
creditors, prompting the Bankruptcy Administrator to recommend
that no unsecured creditors' committee be appointed in the case.

Troy, Alabama-based Southern Forest Land, Inc., filed for Chapter
11 bankruptcy (Bankr. M.D. Ala. Case No. 12-10464) on March 20,
2012, listing $10 million to $50 million in both assets and debts.

Judge William R. Sawyer presides over the case.  Collier H. Espy,
Jr., at Espy, Metcalf & Espy, P.C., serves as the Debtor's
counsel.  The petition was signed by Grable L. Ricks, III,
president.


SOUTHERN FOREST: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Southern Forest Land Inc. submitted to the U.S. Bankruptcy Court
an amendment to its schedules of assets and liabilities,
specifically revising its list of personal property assets in
Schedule B.  The Company disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $13,203,650
  B. Personal Property              $114,519
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,589,795
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $1,410
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,794,465
                                 -----------      -----------
        TOTAL                    $13,318,169      $15,385,671

Troy, Alabama-based Southern Forest Land, Inc., filed for Chapter
11 bankruptcy (Bankr. M.D. Ala. Case No. 12-10464) on March 20,
2012, listing $10 million to $50 million in both assets and debts.

Judge William R. Sawyer presides over the case.  Collier H. Espy,
Jr., at Espy, Metcalf & Espy, P.C., serves as the Debtor's
counsel.  The petition was signed by Grable L. Ricks, III,
president.

The Bankruptcy Administrator for the Middle District of Alabama
said an official committee of unsecured creditors could not be
appointed in the case.


SP NEWSPRINT: Has Control of Case Through Sept. 10
--------------------------------------------------
SP Newsprint Holdings LLC won a 90-day extension of the periods
within which only the Debtors may file a Chapter 11 plan and
solicit plan votes.  The new plan filing deadline is Sept. 10,
2012, and the new deadline for plan votes is Nov. 9.

The Debtors said in court papers that, since the Petition Date,
they and their advisors have been focusing their efforts on
stabilizing the Debtors' business, ensuring a smooth transition
into Chapter 11, and marketing the Debtors' assets.  With numerous
interests to protect and satisfy, spread across thousands of
creditors with potential claims against their estates, the
Debtors' cases are relatively large and complex enough to warrant
an extension of the Exclusive Periods.

According to the Debtors, they have accomplished a great deal in a
relatively brief span of time.  The Debtors have negotiated DIP
financing on a final basis.  The Debtors are currently conducting
a going-concern sale process in an attempt to maximize enterprise
value for the benefit of their creditors and other parties-in-
interest.

The Debtors said they have been paying their undisputed
postpetition debts as they come due and have operated their
business within a court-approved budget and in accordance with the
provisions of their DIP facility, and they intend to continue to
do so.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


STOCKDALE TOWER: June 6 Hearing Set on Control of Tower, Case
-------------------------------------------------------------
The Bankruptcy Court will hold a hearing June 6 at 3:00 p.m. to
consider whether to grant Stockdale Tower 1 LLC continued control
of its restructuring proceedings or hand the Stockdale Tower to
the lender.

Stockdale Tower 1 LLC is seeking an additional 120 days' extension
of its exclusive periods to solicit votes and confirm a second
plan of reorganization through Sept. 2, 2012.

LBUBS 2004-C6 Stockdale Office Limited Partnership, meanwhile,
wants the automatic stay lifted so it may foreclose or otherwise
exercise its rights and remedies with respect to the Stockdale
Tower in Bakersfield, California.

In its extension request, the Debtor noted its case has been
pending for slightly less than 180 days.  During that period, it
has completed its administrative duties, including the initial
debtor's interview, meeting of creditors, and three status
conferences.  The Debtor prepared and filed a disclosure statement
and plan of reorganization on Feb. 6, 2012.  At the hearing on
March 7, the Court denied approval of the disclosure statement,
and indicated the plan was not confirmable.

Before and after the Debtor filed its disclosure statement and
plan, the Debtor negotiated with and remains in active
negotiations with its major secured creditor, LBUBS 2004-C6
Stockdale Office Limited Partnership in an attempt to reach and
agreement concerning the dismissal of the case or formulate a
consensual plan that can be confirmed.  Notwithstanding the
Debtor's efforts, there has been insufficient time to conclude
negotiations within the exclusivity period.

LBUBS is managed by LNR Partners California Manager Inc.  Through
a series of transactions, LBUBS became the successor-in-interest
to a $24 million deed of trust note from UBS Real Estate
Investments Inc.  Under the terms of the note, the Debtor promised
to pay monthly installments of $146,059 starting Sept. 11, 2004,
through the loan maturity on Aug. 11, 2014.  Taking into account
the monthly tax, insurance and other reserve funds required under
the loan documents, the total monthly payment due to LBUBS is
$182,160.

The Debtor has not made payments on the note beginning May 11,
2012, and has been declared in default.  Several tenants have
vacated their office space in the Stockdale Tower.  As of May 21,
2012, $30,678,292 is due and owing under the note.

In its schedules filed with the Bankruptcy Court, the Debtor
indicated the fair market value of the Tower is $17 million.

The lender argued it is not adequately protected.  The lender also
said the Debtor's cash flow generated from the Tower has been
insufficient to allow the Debtor to make a single payment on the
loan that has come due over the past two years.  The lender said
the Debtor has no possibility of a successful reorganization
within a reasonable time.

As previously reported by the Troubled Company Reporter, the
Debtor's Plan and Disclosure Statement, dated Feb. 6, 2012,
provides that all allowed secured claims would be paid in full
over five years.  The Disclosure Statement did not indicate how
creditors will be grouped into classes as well as estimated
recoveries for each group.

The Debtor believes most of its accounts receivables are
uncollectible.  After payment of Chapter 11 and 7 administrative
expenses, the Debtor said there may not be funds left to pay the
allowed secured claims in full in a Chapter 7 scenario.

Currently the only assets of the estate are:

   -- Stockdale Tower,
   -- a $114,000 security deposit with PG&E, which would be
      subject to set off by PG&E for pre-petitioned amounts owed,
   -- $814,661 in accounts receivables, most of which may not be
      collectable,
   -- $32,350 in furnishing and gym equipment, and
   -- an impound account of $90,061 with Wachovia.

The Debtor believes it will have enough cash on hand on the
Effective Date to pay all the claims and expenses that required to
be paid on the date that is indicated in the Budget.

The Debtor's financial projections show that it will have an
estimated aggregate cash flow, after paying operating expenses, of
$648,221 during the first year of the Plan and an estimated
aggregate cash flow, after paying operating expenses of $1,268,012
per year thereafter, which is sufficient income to pay the annual
Plan payments of $648,000 during the first year and $1,267,064
thereafter.

LBUBS had objected to the disclosure statement citing various
problems with the disclosure and plan in general.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/STOCKDALE_TOWER_ds.pdf

                   About Stockdale Tower 1

Bakersfield, California-based Stockdale Tower 1 LLC owned by Terry
Moreland and his wife Peggy, filed for Chapter 11 bankruptcy
(Bankr. E.D. Calif. Case No. 11-62167) on Nov. 7, 2011.  The
Stockdale Tower was set to be sold to the highest bidder several
times over the last few months in 2011, but those auctions were
delayed.

Judge W. Richard Lee presides over the Chapter 11 case.  Scott T.
Belden, Esq., and Jacob L. Eaton, Esq., at Klein, DeNatale,
Goldner, Cooper, Rosenlieb & Kimball, LLP, serve as the Debtor's
bankruptcy counsel.  The firm disclosed $18,151,072 in assets and
$17,870,212 in liabilities.

The U.S. Trustee failed to appoint an Official Committee of
Unsecured Creditors in the case.


SUMMO INC: US Trustee Wants Case Junked, Citing Losses & Reports
----------------------------------------------------------------
Richard A. Wieland, the United States Trustee in Region 19, asks
the Court to dismiss the Chapter 11 case of Summo Inc., saying the
Debtor has disregarded its obligation to timely file monthly
operating reports.  The U.S. Trustee said monthly operating
reports are required by the U.S. Trustee?s Operating Guidelines
and Reporting Requirements dated Dec. 16, 2009.  The reports must
be filed by the 21st day of each month following the end of the
month covered by the report.  The monthly operating reports are
critical as they allow the U.S. Trustee to oversee a debtor's
administration of the bankruptcy case.  Moreover, timely filing of
the monthly operating reports allow the U.S. Trustee to properly
calculate fees imposed upon a debtor by 28 U.S.C. Sec. 1930.

The U.S. Trustee also pointed out there is evidence of a
continuing loss to the bankruptcy estate from the Debtor?s
operations.  The Debtor?s most recent monthly operating report for
January 2012 reflects negative cash flow and accruing post
petition obligations.  Additional administrative expenses continue
to accrue.

The U.S. Trustee also said the Debtor has evinced an inability to
rehabilitate itself by the fact that it has been over nine months
since the bankruptcy case was filed and a chapter 11 plan has yet
to be filed.

The U.S. Trustee believes dismissal of the Chapter 11 case, rather
than conversion to a chapter 7 case, is in the best interests of
creditors as there appears to be no assets in the bankruptcy
estate that can be administered for the benefit of the unsecured
creditors.

                         About Summo Inc.

Pueblo, Colorado-based Summo, Inc., fka Pinion Ridge, LLC, filed
for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-28971) on
Aug. 9, 2011.  Judge Elizabeth E. Brown presides over the case.
Daniel K. Usiak, Jr., Esq., at Usiak Law Firm, in Colorado
Springs, Colo., serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $15,845,500 in assets and $4,809,760 in debts.
The petition was signed by John C. Musso, the president and sole
equity owner of the Debtor.  A creditors committee has not been
appointed in the bankruptcy case.

In February 2012, the Debtor entered into a settlement with
Frontier Bank, a Branch of First National Bank in Lamar,
permitting the bank to foreclose on its second lien on a real
property of the Debtor located in the County of Pueblo, Colorado.


SUSSER HOLDINGS: IPO Filing No Impact on Moody's 'B2' CFR
---------------------------------------------------------
Moody's Investors Service said that Susser Holdings Corporation's
announcement that its subsidiary filed a registration statement to
effect an initial public offering of the company's wholesale fuel
distribution business will have no immediate impact on Susser
Holdings, LLC's B1 corporate family rating or the B2 rating on its
senior unsecured notes.

Susser Holdings LLC, headquartered in Corpus Christi, Texas,
operates 540 convenience stores in Texas, Oklahoma, and New Mexico
under the Stripes banner. The company is also a wholesale motor
fuel distributor in Texas supplying approximately 567 independent
retailers. Revenues for the 12 month period ended April 1. 2012
were $5.4 billion.


SYMS CORP: Creditors Challenge Company Over Chapter 11 Control
--------------------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that creditors
owed more than $110 million are challenging Syms Corp. for control
of its Chapter 11 case, contending that the company is operating
as a "front" for Chief Executive Marcy Syms in pushing an unfair
bankruptcy plan.

                         About Syms Corp.

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

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

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

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

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

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

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

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

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

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

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

Gordon Brothers and Hilco are represented by Goulston & St


TCIM SERVICES: Setting Up Procedures for July 24 Auction
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TCIM Services Inc. filed papers on June 20 to set up
procedures for an auction on July 24.  There is a letter of intent
for Ipacesetters LLC to purchase the business, according to a
court filing.  The price isn't stated. There are discussions with
two other potential purchasers, according to TCIM.  If
Ipacesetters signs a contract by July 3, TCIM is willing to give
the buyer a breakup fee should someone else emerge the winner at
auction.  There will be a hearing in bankruptcy court on July 9
for approval of auction and sale procedures.  TCIM intends to have
a hearing by July 31 to approve the sale.

TCIM Services Inc., an operator of six call centers for the
banking and telecommunications industry, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11711) on June 3, 2012.

The Debtor estimated assets of less than $10 million and debt
exceeding $10 million.  Liabilities include $7.8 million owing to
Manufacturers & Traders Trust Co. on a revolving credit facility.

Alissa T. Gazze, Esq., and John D. McLaughlin, Jr., Esq., at
Ciardi Ciardi & Astin, in Wilmington, Delaware.


TANNIN INC: Taps Brantley & Associates as Real Estate Appraisal
---------------------------------------------------------------
Tannin, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Alabama for permission to employ Brantley & Associates
to provide real property appraisal services to the Debtor during
its reorganization.

Brantley & Associates will perform appraisal on the Debtor's
several real property, including approximately 21-acre parcel of
unimproved real property and two lots which are mortgaged to
Vision Bank.

The Debtor's Plan of Reorganization proposes to convey the 21-acre
parcel of property to mortgage Vision Bank to the secured creditor
in satisfaction of its debt.

R. Shawn Brantley, a real estate appraiser of Brantley &
Associates, tells the Court that the firm requires a $5,000
retainer in order to commence its work.

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

The Debtors set a June 26, 2012, hearing at 8:30 a.m., on the
relief requested.

In a separate filing, the Debtor notified the Court that it has
withdrawn without prejudice its application to employ Clark-Davis,
P.C. as real estate appraiser.

                        About Tannin, Inc.

Orange Beach, Alabama-based Tannin, Inc., filed for Chapter 11
protection (Bankr. S.D. Ala. Case No. 12-00593) on Feb. 20, 2012.
Alexandra K. Garrett, Esq., and Lawrence B. Voit, Esq., at Silver,
Voit & Thompson represents the Debtor in its restructuring effort.
The Debtor has scheduled assets of $54,396,740 and scheduled
liabilities at $2,379,421.

The petition was signed by George A. Gounares, president.


TRAVELPORT INC: Bank Debt Trades at 9.5% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Travelport Inc. is
a borrower traded in the secondary market at 90.54 cents-on-the-
dollar during the week ended Friday, June 22, an increase of 0.75
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
Aug. 23, 2015, 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.


TRIDENT MICROSYSTEMS: Seeks Retention Plan Approval
---------------------------------------------------
BankruptcyData.com reports that Trident Microsystems filed with
the U.S. Bankruptcy Court a motion for approval to implement a
wind-down retention plan and supplemental performance-based
incentives plan for key employees.  Under the wind-down retention
plan, the Debtors propose to pay five employees a payment equal to
two months' salary.  Under the supplemental performance-based
incentives plan, the Debtors will pay $350,000 in incentive
bonuses to two executives.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.


TRINITY COMMS: Lawyer's Statement Controls Over Contrary Plan Term
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a secured creditor was held in contempt for failing
to pay expenses of a Chapter 11 case its counsel committed to pay
at the confirmation hearing for approval of the reorganization
plan.  It didn't matter that the oral statements by counsel were
in conflict with the written plan, U.S. Bankruptcy Judge Shelley
D. Rucker from Chattanooga, Tennessee said in an 18-page opinion
on June 21.

Mr. Rochelle relates that at the confirmation hearing, it was
unclear whether there would be sufficient funds to pay
administrative expenses, such as fees for the bankrupt company's
lawyers.  A lawyer for a secured creditor represented to the court
at the confirmation hearing that the lender would supply necessary
funds.

According to the report, when the reorganized company failed to
pay the company's lawyers' approved compensation after Chapter 11
confirmation, the lawyers sought to hold the secured creditor in
contempt.  Judge Rucker granted the request and said the lender
could purge its contempt by paying the $77,000 in approved fees.

The lender, the report discloses, argued that the plan itself said
that the lender's obligations were only optional.  Judge Rucker
rejected the argument, saying that the lender couldn't disregard
its counsel's representations made "to obtain the benefits of the
confirmation order."

Trinity Communications LLC filed a Chapter 11 petition (Bankr.
E.D. Tenn. Case No. 09-13154) on May 22, 2009, estimating less
than $50,000 in assets and up to $10 million in liabilities.


UNIVAR NV: Bank Debts Trade Near 3% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Univar NV is a
borrower traded in the secondary market at 97.21 cents-on-the-
dollar during the week ended Friday, June 22, an increase of 0.54
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
March 2, 2017, 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.


UNIVISION COMMS: Bank Debts Trade Near 7% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Univision
Communications is a borrower traded in the secondary market at
93.14 cents-on-the-dollar during the week ended Friday, June 22,
an increase of 1.53 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 425 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on March 29, 2017, 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.


US FIDELIS: Has Access to Cash Collateral Until June 30
-------------------------------------------------------
Judge Charles E. Rendlen of the U.S. Bankruptcy Court for the
Eastern District of Missouri has authorized US Fidelis, Inc.'s
continued use of the cash collateral in the ordinary course of its
business up to June 30, 2012.

As reported in the Troubled Company Reporter on Feb. 10, 2012, the
Debtor would use the cash collateral to fund post-shutdown
activities and case administration expenses.

As of the Petition Date, the Debtor was indebted to Mepco pursuant
to the Prepetition Loan Documents in the aggregate principal
amount of $17,727,396.  Mepco also claimed that it is entitled to
accrued and unpaid interest through the Petition Date, but upon
the Debtor's information and belief Mepco has never rendered an
accounting of the interest and fees.  Mepco filed a proof of claim
against the Debtor in the amount of $57,974,530.  The Mepco POC
consisted of (i) the Mepco Petition Date Indebtedness plus (ii)
other amounts that Mepco asserts have become due since the
Petition Date on account of consumer cancelations and other
reasons.

As of Sept. 30, 2011, Mepco claimed $2,880,140 on account of the
DIP loans.  Interest continued to accrue on that amount at the
rate of 4.75% percent per annum, or $383/day.

In addition, Mepco asserted that the Debtor has used approximately
$1.5 million of cash collateral since the Petition Date for which
Mepco has not been adequately protected.

The Debtor related that Mepco is already adequately protected
because the Debtor has on hand over $20 million in cash and the
amount of Mepco's DIP Loans is less than $2.9 million.  As a
result, Mepco enjoys an equity cushion of over 680% and is
adequately protected.  Even if the amount of the Inadequately
Protected Cash Collateral Usage is added to the total DIP Loans,
Mepco enjoys an equity cushion of over 500%.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtor will grant Mepco replacement liens and
superpriority claim subject only to the carve-out.

                         About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., advise the Debtor.  GCG, Inc., is the
consumer claims and noticing agent.

Allison E. Graves, Esq., Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.

The Company scheduled assets of $74.4 million and liabilities of
$25.8 million as of the petition date.




US RENAL: Moody's Assigns 'B2' CFR, Rates $120MM Loan 'Caa1'
------------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default Ratings to U.S. Renal Care, Inc.
Concurrently, Moody's assigned a B1 rating to both the company's
proposed $60 million senior secured revolving credit facility
expiring 2017 and its $305 million senior secured first lien term
loan due 2019. In addition, a Caa1 rating was assigned to a
proposed $120 million senior secured second lien term loan due
2019. The ratings outlook is stable. Ratings for the existing
credit facilities will be withdrawn at the close of the
transaction.

On May 22, 2012, Leonard Green & Partners, L.P. agreed to acquire
U.S. Renal Care. Proceeds from the proposed credit facilities,
along with $186 million in common equity, will be used to fund the
transaction and cover fees and expenses.

The following is a summary of Moody's rating actions:

U.S. Renal Care, Inc.

Ratings assigned:

  $60 million senior secured revolving credit facility at B1
  (LGD 3, 37%)

  $305 million senior secured first lien term loan at B1
  (LGD 3, 37%)

  $120 million senior secured second lien term loan at Caa1
  (LGD 5, 88%)

  Corporate Family Rating, B2

  Probability of Default Rating, B2

Ratings to be withdrawn at the close of the transaction:

  $40 million senior secured revolving credit facility at B1
  (LGD 3, 33%)

  $215 million senior secured first lien term loan at B1
  (LGD 3, 33%)

Ratings Rationale

"While a B2 Corporate Family Rating was assigned, the incremental
debt taken on to fund the leveraged buyout significantly reduces
the company's ability to absorb any negative developments at the
current rating level," said Ron Neysmith, a Vice President Senior
Analyst at Moody's. "This is exacerbated by the company's
prioritization of de novo clinic development over debt repayment.
Nevertheless, we recognize the company's demonstrated ability to
withstand the industry's transition to the new Medicare bundled
payment system without significant detriment to operating results
and profitability," continued Neysmith.

U.S. Renal's B2 Corporate Family Rating reflects the company's
high leverage and adequate interest coverage. Moody's estimates
that on a pro forma basis as of March 31, 2012, adjusted debt to
EBITDA is 5.7 times. The rating is also constrained by Moody's
expectation of modest free cash flow after considering capital
spending related to investment in newly established facilities as
opposed to debt repayment. Furthermore, the company has relatively
small scale and a high concentration of revenue from government
based programs. The rating benefits from Moody's expectation of a
stable industry profile characterized by the increasing incidence
of end stage renal disease and the medical necessity of the
service provided.

The stable outlook reflects Moody's expectation that the company
will continue to see organic growth and that operating results
will be bolstered by de novo development of new centers. Moody's
expects de novo developments to constrain available free cash
flow, however, the outlook does anticipate leverage (debt/EBITDA)
declining to the low 5 times range over the next twelve to
eighteen months.

Although an upgrade is unlikely in the near-term, the ratings
could be upgraded should the company reduce and sustain adjusted
leverage below 5.0 times and continue to manage its financial
policy in a manner that is consistent with a B1 rating.
Additionally, Moody's would expect to see greater top line
revenues along with free cash flow to debt around 10%.

If the company increases leverage to fund acquisitions or
shareholder initiatives, the rating could be downgraded. More
specifically, if leverage fails to decline below 5.5 times over
the next twelve months, Moody's could downgrade the ratings.
Additionally, Moody's could downgrade the ratings if it
anticipates that the company will have negative free cash flow
coverage of debt for a sustained period of time.

The principal methodology used in rating U.S. Renal Care, Inc. was
the Global Healthcare Service Provider 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.

U.S. Renal Care, Inc. provides dialysis services to patients who
suffer from chronic kidney failure. At March 31, 2012, the company
provided dialysis services through 87 outpatient facilities in 11
states. In addition, the company provided acute dialysis services
through contractual relationships with hospitals and dialysis
centers to patients in their homes. U.S. Renal recognized
approximately $316 million in revenue for the twelve months ended
March 31, 2012.


VITRO SAB: Seeks Stay Pending Appeal in District Court
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a federal district judge in Dallas will decide on
June 28 whether holders of $1.2 billion in defaulted bonds issued
by Vitro SAB can begin seizing assets belonging to the Mexican
glassmaker and its subsidiaries.

The report recounts that a bankruptcy judge in Dallas ruled on
June 13 that Vitro's Mexican reorganization plan violated U.S. law
and public policy by chopping down the subsidiaries' guarantees on
the bonds even though they weren't in bankruptcy in any country.
The bankruptcy judge said his ruling wouldn't take effect until
June 29, saying any injunction halting seizure of assets beyond
that date must be granted by an appellate court.

On Thursday, the bankruptcy judge formally recommended that the
appeal from the June 13 ruling go directly to the U.S. Court of
Appeals in New Orleans, skipping an intermediate appeal to a
federal district judge in Dallas.

Because the appeals court in New Orleans hasn't yet accepted the
appeal, Vitro filed papers in district court June 21 and arranged
a June 28 hearing to continue the injunction barring the seizure
of assets to collect on the bonds.  Vitro characterized the
bankruptcy court's ruling as "unprecedented and erroneous."

Vitro's motion in district court for a stay pending appeal will be
decided in In re Vitro SAB de CV, 11-3554, U.S. District Court,
Northern District of Texas (Dallas).

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted to
liquidations in Chapter 7, court records in January 2012 show.  In
December, the U.S. Trustee in Dallas filed a motion to convert the
subsidiaries' cases to liquidations in Chapter 7.  The Justice
Department's bankruptcy watchdog said US$5.1 million in bills were
run up in bankruptcy and hadn't been paid.

On June 13, U.S. Bankruptcy Judge Harlin "Cooter" Hale in Dallas
June 13 entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  The judge ruled that
the Mexican reorganization was "manifestly contrary" to U.S.
public policy because it bars the bondholders from holding Vitro
operating subsidiaries liable to pay on their guarantees of the
bonds.  The Mexican plan reduced the debt of subsidiaries on $1.2
billion in defaulted bonds even though they weren't in bankruptcy
in any country.


WA ROUTE 9: PAF Capital Sues for Fraud
--------------------------------------
On June 7, 2012, PAF Capital LLC, filed several claims against
Jacob Frydman and WA Route 9, LLC relating to fraud Mr. Frydman is
alleged to have committed in connection with the settlement of
Mr. Frydman's breach of a personal guaranty of a $12 million loan.
PAF Capital also asserted claims against WA Route 9 and its
members and managers in connection with WA Route 9's default on
its loan with PAF Capital and the members' and managers' default
on their guarantees of that loan.

The lawsuit alleges that Mr. Frydman defaulted on his personal
guaranty of a $12 million loan PAF Capital made to McDonald Ave.
Acquisition LLC. The suit claims that after defaulting on his
guaranty, Mr. Frydman represented to PAF Capital that he could not
afford to honor his guaranty and provided PAF Capital with what
they now believe are fraudulent financial statements in an effort
to get PAF Capital to settle with Mr. Frydman for a significant
haircut.

PAF Capital also held a $600,000.00 loan made to WA Route 9A, LLC
and Mr. Frydman personally guaranteed that loan.  In spite of PAF
Capital's repeated extensions of the maturity date of this loan,
the suit alleges that in September 2010 WA Route 9 defaulted on
that loan and Mr.  Frydman defaulted on his guaranty and that to
date, PAF Capital has not been paid back any of the money borrowed
by WA Route 9A and guaranteed by Mr. Frydman.

PAF Capital's claims against WA Route 9A and Mr. Frydman seek
almost $5 million in damages.


WESTERN POZZOLAN: Court OKs Callister + Associates as Counsel
-------------------------------------------------------------
Western Pozzolan Corp sought and obtained permission from the U.S.
Bankruptcy Court to employ Matthew Q. Callister, Esq., of
Callister + Associates as counsel.

The Debtor has paid Mr. Callister, and his firm a $15,000
retainer.  The hourly rate charges by professional persons
expected to render services are:

   a. Not exceeding $400 for attorney; and

   b. Not exceeding $125 for paralegal.

To the best knowledge of Debtor, Mr. Callister and his firm do not
hold or represent an interest adverse to the bankruptcy estate and
is a disinterested person.

                 About Western Pozzolan Corp.

Western Pozzolan Corp. filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 12-11040) in Las Vegas, Nevada,
on Jan. 30, 2012.  Judge Mike K. Nakagawa is assigned to the case,
taking over from Judge Linda B. Riegle.  Matthew Q. Callister,
Esq., at Callister & Associates, serves as the Debtor's counsel.
The Debtor estimated assets of $10 million to $50 million and
debts of up to $10 million.  The petition was signed by James W.
Scott, vice president.

According to its Web site, Western Pozzolan operates the Long
Valley Pozzolan Plant in Lassen County, California.  Activities
include mining, processing, developing and marketing Pozzolan for
a variety of applications for which this inorganic, industrial
mineral is uniquely suited.

According to the Troubled Company Reporter's records, Western
Pozzolan first filed for bankruptcy protection (Bankr. D. Nev.
Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.

The U.S. Trustee appointed three creditors to the Official
Committee of Unsecured Creditors.


WITTENBERG UNIVERSITY: Moody's Cuts LT Rating on Bonds to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Ba1
Wittenberg University's (OH) long-term rating on its bonds issued
through the Ohio Higher Educational Facility Commission. The
rating outlook is negative at the lower rating level.

Summary Rating Rationale

The Ba2 rating for Wittenberg University (Wittenberg or
university) reflects the consistently poor operating performance
and weak cash flow generation, thin balance resources relative to
debt and operations, as well as enrollment and recruiting
challenges in a highly competitive region. The challenges are
offset by the university's good operating liquidity and a fixed-
rate debt structure. A recent positive development is the
intervention of the board to more actively oversee the
university's operations, as well as recruit a new president who
will join the university in July 2012. The negative outlook
reflects expected continuing enrollment challenges leading to
stagnant to declining net tuition revenues from high tuition
discounting which will continue to provide operating challenges
resulting in weak operating cash flow and debt service coverage.

Challenges

* Continued poor operating cash flow driven by deeply imbalanced
operating performance, resulting in Wittenberg utilizing a total
of $1.1 million of unrestricted funds to fully meet debt service
in FY 2011 and FY 2012. The operating deficit deepened to -13.8%
in FY 2011, as calculated by Moody's and including depreciation
expense; FY 2011's operating cash flow was very weak, with an
operating cash flow margin of -0.7%, resulting in negative debt
service coverage for the year. Poor operating performance and weak
cash flow is expected for both the current FY 2012 and budgeted
for FY 2013.

* Declining net tuition revenue, with net tuition revenues
falling to $28.2 million in FY 2011 (based on fall 2010
enrollment) from $30.5 million in FY 2009 and $28.9 million in FY
2010; the university is projecting only a modest increase in
revenues for FY 2012 and budgeting for little growth in FY 2013.
The revenue trend is a meaningful credit challenge as tuition and
auxiliaries represent the single largest component of total
operating revenues at 75% in FY 2011.

* Continuing stagnant to declining net tuition per student driven
by enrollment challenges and high tuition discounting. While
enrollment has risen to 1,875 full-time equivalent (FTE) students
for fall 2011 from 1,792 FTEs in fall 2009, the growth resulted
from aggressive tuition discount, with calculated total tuition
discount rising to 53% for FY 2011 (fall 2010) from 50% for FY
2009; the freshman discount of 53% for fall 2011 is expected to
hold for the incoming fall 2012 class that will lead to an
increased total discount rate.

* Weak balance sheet cushion for debt with unrestricted resources
of negative $9.6 million and positive expendable financial
resources of $9.4 million for FY 2011, improved from negative
$18.2 million and negative $4.4 million, respectively, for FY
2010. The weak resource levels reflect in part a large unfunded
retirement healthcare liability which decreased to $12.7 million
for FY 2011 from $22.2 million the previous year, reflecting the
restructuring of its retiree health care plan.

* Aggressive investment asset allocation, with a high percentage
of illiquid non-marketable alternatives for the overall size of
the endowment (less than $100 million) and relative to the
university's operating needs.

* Relatively high debt burden, with debt-to-revenues of 0.84
times at fiscal year-end 2011 (FYE 2011). The increasing average
age of plant of over 21 years indicates likely needed future
campus investments. The university added modest bridge financing
for several capital initiatives. There are no further plans for
borrowing.

Strengths

* New board and senior leadership team committed to improving
Wittenberg's financial position. The board has recruited a new
president effective July 2012 and also has created or replaced
other key management positions, as well as implemented new
strategic and operational initiatives for improved internal
performance measurement and benchmarking, as well as to improve
student recruitment

* Good operating liquidity, with $24.3 million of unrestricted
monthly liquidity as measured by Moody's, translating to 158
monthly days cash, or more than five months of annual operations.

* Consistently favorable fundraising, although down in FY 2011 to
$4.8 million from $6.3 million the prior year, with three-year
average annual gift revenues of $5.8 million from FY 2009-FY 2011.
We expect that fundraising will remain consistent compared to
recent years, as Wittenberg is currently fundraising for
renovations of Blair Hall and other capital projects.

* Implemented expense reductions initiatives resulting in a
decrease in operating expenses in FY 2010 and only an increase of
2.6% in FY 2011.

Outlook

Wittenberg University's negative outlook anticipates the weak
performance over the next 18-24 months as the university's board
and management implements measures to address recruiting
challenges and to move operations to slowly improve operating
performance and cash flow generation.

What Could Make The Rating Go Up

Not likely in the foreseeable future. Any upgrade would be driven
by permanent reversal of operating deficits and improved operating
cash flow generation, resulting in consistent coverage of debt
service, coupled with improved liquidity and stable enrollment and
net tuition trends

What Could Make The Rating Go Down

Failure to improve operating cash flow generation and debt service
coverage; lack of improvement in student market position
demonstrated by at least stable enrollment and growth in net
tuition revenues and net tuition per student; additional
borrowing. A further downgrade could result in a rating
differential for the rating on the Series 1999 and 2005 bonds with
a debt service reserve fund and the rating on the Series 2001
bonds that do not benefit from a debt service reserve fund.

Principal Rating Methodology

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


* Stay Lifted Automatically on Unscheduled Collateral
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in San Francisco ruled on
June 21 that when an individual bankrupt doesn't file a statement
of intention to retain property subject to lien within the
prescribed time, the automatic stay is automatically terminated
as to both listed and unlisted collateral.  The ruling by the
Ninth Circuit in San Francisco adopted the panel's opinion in
full.  The appellate panel's ruling was written in May 2011 by
U.S. Bankruptcy Judge Eileen W. Hollowell.  The case is Samson v.
Western Capital Partners LLC (In re Blixseth), 11-60042, U.S.
Court of Appeals for the Ninth Circuit (San Francisco).


* Improper to Rule on Merits on Unscheduled Lawsuit
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Atlanta said in a
June 22 opinion that when an individual bankrupt failed to list a
lawsuit among his assets, the trial court erred in ruling on a
motion for summary judgment.  The case is Webb v. City of
Riverdale, 11-15649, U.S. 11th Circuit Court of Appeals (Atlanta).


* Moody's Says US Credit Card Charge-Offs Resume Decline in May
---------------------------------------------------------------
Securitized credit card charge-offs in the US declined 31 basis
points in May to 4.90% from 5.21% in April, according to Moody's
Credit Card Indices. The drop more than reversed an anomalous one-
month increase in April, says Moody's in the index report "Credit
Card Charge-offs Fall in May; Payment Rates Reach Another All-Time
High."

The May decline in the charge-off rate index is consistent with
Moody's forecast that the index will continue to fall lower in the
coming quarters to reach about 4% by the end of 2012.

The delinquency rate and payment rate indices also improved in
May, underscoring the exceptionally strong credit quality of
securitized credit card receivables in the US, and the payment
rate reached a record high.

"Issuers have charged off accounts of weaker cardholders at record
levels in the recent recession, and originators have added few new
accounts to securitizations," says Jeffrey Hibbs, a Moody's
Assistant Vice President and Analyst. "The improved credit quality
of trusts' receivables will support strong credit performance in
credit card trusts throughout the coming year."

In declining to 4.90%, the charge-off rate index fell to its
lowest point since October 2007. The improvement in May more than
offset a one-month spike in April, owing to an increase in the
Citibank trust's monthly charge-off rate. In May, five of the Big
Six trusts posted monthly declines in their charge-off rates,
including Citibank, which recorded a decline of 73 basis points
and reversed much of the April jump.

The charge-off rate measures those credit card account balances
written off as uncollectible as an annualized percentage of total
outstanding principal balance.

The delinquency rate continued to improve in May, declining 12
basis points to 2.47% from 2.59% in April. Typical for this time
of year, the improvement led to a fourth consecutive monthly
record low.

The early stage delinquency rate also reached an all-time monthly
low of 0.65% in May, down a single basis point from 0.66% in
April.

The delinquency rate measures the proportion of account balances
for which a monthly payment is more than 30 days late as a percent
of total outstanding principal balance. The early-stage
delinquency rate measures the proportion of account balances for
which a monthly payment is between 30-59 days late as a percent of
total outstanding principal balance.

The payment rate index more than reversed the seasonal decline it
posted in April and increased 98 basis points to 22.47% in May
from 21.49% in April. With the increase, the payment rate index
reached a new record high, surpassing the prior peak it reached in
March.

Each of the Big Six trusts experienced a monthly increase in their
payment rates during May. The payment rate index continues to be
more than a full percentage point higher than it was a year ago.

The yield index increased slightly to 18.61% in May, up from
18.56% in April, but remains more than 200 basis points below the
May 2011 level. The decline is in large part owing to the
expiration of most issuers' principal discounting initiatives,
which artificially boosted their trust yields.

Yield is the annualized percentage of income, primarily finance
charges and fees, collected during the month as a percent of total
loans.

Lower charge-offs led directly to an increase in the excess spread
index to 10.95% in May from 10.55% in April. The excess spread
index remains healthy and well above historical norms, says
Moody's.

Excess spread is a measure of the overall performance of
securitized pools of credit card receivables.


* Moody's Says Bank Downgrade Impact on U.S. Muni Issuers Limited
-----------------------------------------------------------------
Recent downgrades of a number of large global investment banks
will have a limited impact on the long-term bond ratings of US
municipal issuers that rely on those banks for credit and
liquidity support of variable rate securities, Moody's Investors
Service says. The securities, called variable rate demand bonds
(VRDBs), are issued by municipal borrowers, including state and
local governments, transportation and utility systems, not-for-
profit hospitals, higher education institutions, and housing
authorities.

Approximately 500 municipal issuers, about half of which are local
governments, have outstanding VRDBs supported by letters of credit
or standby bond purchase agreements with banks, including Bank of
America and Citibank, whose short-term ratings were downgraded to
P-2 from P-1 on June 21. Of those municipal issuers, Moody's
estimates that the long-term fundamental ratings of less than five
percent could be affected. Those ratings will be placed under
review for possible downgrade over the next few weeks. Moody's
does not expect to place any state government ratings under
review.

The bank downgrades could lead VRDB holders to exercise their
option to tender bonds back to the issuer, usually on seven days
notice. If tendered bonds are not remarketed to other investors,
the bonds are purchased by the supporting bank and become "bank
bonds." This exposes issuers to higher interest rates and, in many
cases, to accelerated repayment schedules.

In these circumstances, issuers will likely seek replacement bank
support facilities or refinance the VRDBs with fixed rate bonds or
privately placed direct bank loans. To the extent these strategies
can be implemented swiftly and affordably, bank bond costs to the
issuer will be reduced. Complicating the first strategy is the
fact that the universe of banks with appetite for providing credit
enhancement and with requisite high short term ratings has been
reduced.

Initial analysis of the group of 500 VRDB issuers indicates that
most have ratings that accurately reflect their resources to
manage through a period of higher interest rates and accelerated
payments. However, a handful may not. While Moody's current
ratings reflect issuers' exposure to variable rate debt, the bank
downgrades have exacerbated the remarketing risk associated with
VRDBs. Issuers likely to be the most pressured are those that have
significant variable rate exposure within their debt portfolios,
coupled with low liquidity. These issuers would have fewer
resources to manage through a market disruption.

Moody's further indicated that it will continue to monitor
conditions in the VRDB market, and that it will reassess VRDB
issuers' resilience in the event of a protracted or severe market
disruption.

Moody's also announced downgrades on approximately 1,675 specific
municipal securities backed by dedicated support facilities
provided by downgraded banks. These actions on specific securities
in most cases do not suggest any related future rating actions on
the long-term ratings of the municipal issuers of such securities.


* S&P's Global Corporate Default Tally Rises to 37
--------------------------------------------------
The 2012 global corporate default tally increased to 37 last week
after U.S.-based for-profit postsecondary education company ATI
Acquisition Co. defaulted, said an article published Thursday by
Standard & Poor's Global Fixed Income Research, titled "The 2012
Global Corporate Default Tally Climbs To 37 Following U.S.
Education Company ATI's Default."  Standard & Poor's Ratings
Services lowered its rating on ATI to 'D', reflecting confidential
information that ATI made available to Standard & Poor's regarding
its debt obligations.

S&P added two other issuers to the default total since its last
report -- Brazil-based utility company Centrais Eletricas
Matogrossenses and a confidential U.S.-based issuer that defaulted
after Standard & Poor's withdrew its rating on the company.

By region, 22 of the 37 defaulters in 2012 were based in the U.S.,
nine were in the emerging markets, four in Europe, and two in the
other developed region (Australia, Canada, Japan, and New
Zealand).  This compares with 2011 totals (through June 20) of 10
defaulters in the U.S., two in the emerging markets, one in
Europe, and four in the other developed region.

So far this year, missed payments accounted for 13 defaults,
bankruptcy filings accounted for six, distressed exchanges
accounted for six, and another eight defaulters were confidential.
The remaining four entities defaulted for various other reasons.


* S&P Says U.S. Distress Ratio Spiked 14.5% in June
---------------------------------------------------
Rising sovereign bond yields in Europe, combined with weak
economic data, continue to increase spreads in the U.S., said an
article published by Standard & Poor's Global Fixed Income
Research, titled "Distressed Debt Monitor: The U.S. Distress Ratio
Spiked In June To 14.5%."

"Anticipation of a banking union in Europe and quantitative easing
by central banks around the world has been growing during the past
week, boosting equity markets," said Diane Vazza, head of Standard
& Poor's Global Fixed Income Research.

"However, the crisis is far from over," said Ms. Vazza.  "As we
expected, the distress ratio spiked to 14.5% on June 15 from 11.7%
on May 15.  Moreover, concerns about a slowdown in global demand
continue to reduce oil prices, leading to increase in issues from
commodity-linked sectors in our distressed list."

Standard & Poor's distress ratio is the number of distressed
securities divided by the total number of speculative-grade-rated
issues.  Distressed credits are speculative-grade-rated issues
that have option-adjusted spreads of more than 1,000 basis points
(bps) relative to U.S. Treasuries.  The highlights from this
month's distressed credit report are:

   * The S&P/LSTA Leveraged Loan Index distress ratio decreased
slightly to 4.4% in May, in line with the decrease in the
corporate distress ratio.

   * The distress ratio decreased to 11.7% from 12.9% last month.

   * The default rate, which is a lagging indicator of distress,
remained unchanged from a month ago at 2.6% as of May 31.

   * In June, the number of distressed corporate entities
increased significantly.

   * As of June 15, 166 companies had issues trading with spreads
of 1,000 bps and higher--up from 136 in May.  Also, the number of
affected issues increased to 227 from 183.

   * In addition, about 55% of all distressed issues are either
unsecured or subordinated, and, in the event of default, those
noteholders' claims to the firm's assets are secondary to more
senior debtholders.

   * The amount of affected debt also spiked to $90 billion as of
June 15 from $75.6 billion as of May 15.  Based on debt volume,
the media and entertainment, oil and gas, and health care sectors
accounted for 44% of the total debt outstanding. Media and
entertainment alone accounted for about 24.7% of the distressed
debt.


* Dewey & LeBoeuf Bankruptcy Live Webinar Set for June 27
---------------------------------------------------------
National legal marketing expert Stephen Fairley will interview
leading New Jersey business law attorney Donald Scarinci, a law
firm management authority and Founding Partner of Scarinci
Hollenbeck, during a live webinar on June 27, 2012, at 2:00 p.m.
ET on Lessons From Dewey & LeBoeuf: 5 Biggest Reasons Why Law
Firms Fail.

"New Jersey business attorney Donald Scarinci is a nationally
recognized thought leader on law firm management and has been
instrumental in making Scarinci Hollenbeck one of the fastest-
growing mid-sized law firms on the East Coast," says Mr. Fairley.
Mr. Scarinci currently serves as Managing Partner of the
Lyndhurst, New Jersey-based law firm and is a regular columnist on
the Martindale.com blog, one of the most widely read websites for
lawyers.  He blogs on constitutional law issues on his
Constitutional Law Reporter website and has worked with many of
the largest New Jersey municipalities and counties, as well as
numerous planning and zoning boards, economic development
authorities, colleges, school boards, utility authorities, and
other public sector entities at every level of municipal, county,
regional and state government.

During the June 27 live webinar, Messrs. Fairley and Scarinci will
discuss:

           * The 5 biggest reasons why law firms fail and how
             other law firms can avoid a similar fate;

           * How fast-growing firms can avoid the pitfalls that
             brought Dewey & LeBoeuf to its knees;

           * How Scarinci Hollenbeck went from relying almost
             entirely on "word of mouth" marketing to being
             featured in the Wall Street Journal for their
             cutting-edge approach to social media in less than
             six months;

           * What Managing Partners and law firm administrators
             need to know now to compete;

           * Marketing and managing your law firm in today's
             roller-coaster economy;

           * A "behind the scenes" case study of how Scarinci
             Hollenbeck has adapted to the new realities; and

           * Effective tools multi-attorney firms can use to
             market a variety of partners and practice areas.

The June 27 webinar on Lessons From Dewey & LeBoeuf: 5 Biggest
Reasons Why Law Firms Fail is scheduled for 11:00 a.m. PT/Noon MT/
1:00 p.m. CT/2:00 p.m. ET.  To register online, visit:

  http://www.mylawfirmmarketing.com/webinar-reasons-firms-fail-sm/

           About Donald Scarinci and Scarinci Hollenbeck

Donald Scarinci is the Managing Partner of Scarinci Hollenbeck --
http://www.ScarinciHollenbeck.com-- a full-service business law
firm that provides legal services to corporate and commercial
clients in the New Jersey and New York Metropolitan Region.  The
firm's principal areas of practice include: Corporate Transactions
and Business Law, Bankruptcy and Creditor's Rights, Environmental
and Land Use Law, Litigation, Public Law, Commercial Real Estate,
Sports and Entertainment Law, Tax, Trust and Estate Law.  Mr.
Scarinci Hollenbeck is also experienced in a number of specialty
areas that are incorporated into these core practice areas.

Contact:

           Donald Scarinci, Managing Partner
           Scarinci Hollenbeck
           E-mail: DScarinci@scarincihollenbeck.com
           Tel: (201) 896-4100 ext. 3310

          About Stephen Fairley and The Rainmaker Institute

Stephen Fairley is the CEO of The Rainmaker Institute --
http://www.TheRainmakerInstitute.com-- a law firm marketing
company specializing in lead conversion for small law firms and
solo practitioners.  The Rainmaker Institute offers books and CDs,
live seminars, webinars, law firm marketing boot camps, custom in-
house seminars, and long-term marketing solutions for attorneys.

Contact:

           Stephen Fairley, CEO
           The Rainmaker Institute
           E-mail: Stephen@therainmakerinstitute.com
           Tel: (480) 553-8398


* GMI Ratings Lists 10 Big Companies at Risk of Bankruptcy
----------------------------------------------------------
James A. Kaplan,Vice Chairman & Chief Executive of governance
research firm GMI Ratings says that ten companies are having a
high likelihood of insolvency in the next 12 months.

According to GMI, these companies present potential solvency
issues that have not yet been identified by the marketplace:

           -- Targacept, Inc.
           -- KB Home
           -- Pacific Sunwear of California, Inc.
           -- Central European Distribution Corp
           -- Coldwater Creek Inc.
           -- Republic Airways Holdings Inc.
           -- Beazer Homes USA, Inc.
           -- Complete Genomics, Inc.
           -- Globalstar, Inc.
           -- MEMC Electronic Materials, Inc.

GMI says that the likelihood of insolvency during the next 12-
month period is a function of a company's exposure in four areas:

           -- macro-economic events, as the U.S. may still be in
              recession, with added alarm over the debt crises in
              Europe, and the pace of recovery is sluggish;

           -- micro-economic events, as the homebuilding industry
              has suffered in the past four years, airlines are
              affected by fluctuating oil prices, bookstores and
              paper products are faced with reduced demand, and as
              other industries may find themselves
              disproportionately affected;

           -- specific product events, like product failure; and

           -- the company's ability to finance continuing
              operations.


* Madoff Trustee Starts Twitter Account
---------------------------------------
Irving Picard's spokesperson said that the Madoff trustee and his
lawyers have started a Twitter account, @madofftrustee, to share
updates and announcements on his recovery efforts, Chad Bray at
Bankruptcy Beat reports.  Mr. Picard has filed more than 1,000
lawsuits and has recovered about $11 billion of the $17.3 billion
in invested principal to be lost in the Madoff fraud.


* GASB Proposal Addresses Financial Guarantees for Governments
--------------------------------------------------------------
The Governmental Accounting Standards Board issued for public
comment a proposed Statement that provides guidance to state and
local governments that offer non-exchange financial guarantees and
for governments that receive guarantees on their obligations. The
GASB is seeking public comment on its proposals, which are
contained in its Exposure Draft, Accounting and Financial
Reporting for Nonexchange Financial Guarantee Transactions.

A nonexchange financial guarantee is a credit enhancement or
assurance offered by a guarantor (the government or organization
that offers the guarantee), that is provided without receiving
consideration of equal value. The guarantor agrees to repay an
obligation holder in the event that the debt issuer is not able to
fulfill the contractual obligation to make timely payments to the
obligation holder.  Financial guarantees represent potential
claims on a government's resources when it is the guarantor, and a
potential reduction of a government's obligations when it is the
debt issuer.

The proposed Statement requires a state and local government
guarantor that offers a nonexchange financial guarantee to another
organization or government to recognize a liability on its
financial statements when it is "more likely than not" that the
guarantor will actually make a payment to the obligation holders
under the agreement.  Additionally, the proposed Statement would
require the following:

-- A government guarantor to consider qualitative factors when
determining if a payment on its guarantee is more likely than not
to be paid.  Such factors may include whether the issuer of the
guaranteed obligation is experiencing significant financial
difficulty or initiating the process of entering into bankruptcy
or financial reorganization.

-- An issuer government that is required to repay a guarantor to
continue to report a liability unless legally released. When a
government is released, the government would recognize revenue as
a result of being relieved of the obligation.

-- A government guarantor or issuer to disclose information about
the amounts and nature of nonexchange financial guarantees.

"The increased incidence of financial guarantee arrangements
between governments--and their potential to result in payments by
the guarantor--prompted the need for consistent recognition and
disclosure guidance," said GASB Chairman Robert H. Attmore. "This
Statement would enable financial statement users to better
understand risk exposures of guarantors from financial guarantees
that are issued, and credit enhancements received by state and
local government debt issuers.  This proposal also would help
statement users to assess the probability that governments will
repay obligation holders."

The amendments in this proposal would be effective for periods
beginning after June 15, 2013.  Early application of the standards
would be encouraged. Disclosures related to cumulative amounts
paid or received in relation to a financial guarantee could be
applied prospectively and other provisions would be required to be
applied retroactively.

        About the Governmental Accounting Standards Board

The Governmental Accounting Standards Board --
http://www.gasb.org/-- is the independent, not-for-profit
organization formed in 1984 that establishes and improves
financial accounting and reporting standards for state and local
governments.  Its seven members are drawn from the Board's diverse
constituency, including preparers and auditors of government
financial statements, users of those statements.


* Poll Respondents Against Immediate Critical Vendor Claim Payment
------------------------------------------------------------------
Abi.org reports that the ABI Quick Poll shows 51% of its
respondents agreed that first-day orders authorizing full and
immediate payment of critical vendor claims should be prohibited
and all pre-petition unsecured creditors should be subject to the
same rules.  According to Abi.org, 42% of the respondents believe
that first-day orders authorizing full and immediate payment of
the critical-vendor claims shouldn't be prohibited and that pre-
petition unsecured creditors don't need to be subject to the same
rules.  Abi.org says that 7% had no opinion on the Quick Poll.


* Morrison & Foerster Appoints Randall Fons as Managing Partner
---------------------------------------------------------------
Elizabeth Amon at Bloomberg News reports that Morrison & Foerster
LLP has named Randall J. Fons was named as managing partner of its
Denver office, replacing Whitney Holmes, whose practice focuses on
corporate finance, securities, and mergers and acquisitions.
Bloomberg News relates that Mr. Fons is co-chairman of the Firm's
securities litigation, enforcement and white-collar defense group,
and has been a partner with Morrison & Foerster since 2006, when
he left his Central and Southeast Regional Offices regional
director position in the U.S. Securities and Exchange Commission
after 18 years.  Bloomberg News says that Mr. Fons will continue
his practice while supervising the office.


* Skadden Arps, Jones Day Top List of Firms With Elite Brands
-------------------------------------------------------------
Scott Flaherty at Bankruptcy Law360 says that a new report based
on interviews with corporate counsel has identified the eighteen
law firms with the strongest brands in the legal market.

Skadden Arps Slate Meagher & Flom LLP and Jones Day topped the
list of firms with elite brands due to the high likelihood that
they would be recommended by other clients, their reputation as
go-to firms in times of crisis, and their use of new and
innovative technology and legal strategies, Bankruptcy Law360
relates citing the 2012 BTI Brand Elite: Client Perceptions of the
Best-Branded Law Firms.


* Wachtell Lipton Remains on Top in the 2013 Vault Law 100
----------------------------------------------------------
Rachel Marx, Law Editor at Vault.com, reports that for the tenth
year in a row, Wachtell Lipton Rosen & Katz remains on the number
one spot in the 2013 Vault Law 100, a survey wherein almost 17,000
law associates rated law firms on a scale of 1 to 10 based on
prestige.  Wachtell Lipton is followed by Cravath, Swaine & Moore,
and Skadden, Arps, Slate, Meagher & Flom.  According to Vault.com,
there was more movement within the top ten than in years past:
Skadden slipped past Sullivan & Cromwell to take the number three
spot; Weil and Simpson swapped places in the #6 and #7 positions;
and Latham was back into the top ten, sending Covington & Burling
to #11.  The full list is available here: http://is.gd/4jPhjv


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                            Total
                                           Share-      Total
                                 Total   Holders'    Working
                                Assets     Equity    Capital
  Company          Ticker         ($MM)      ($MM)      ($MM)
  -------          ------       ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN        127.2       (3.2)      14.0
ACCO BRANDS CORP   ACCO US     1,044.9      (68.3)     311.8
AMC NETWORKS-A     AMCX US     2,125.8   (1,004.9)     506.4
AMER AXLE & MFG    AXL US      2,502.3     (376.4)     264.6
AMER RESTAUR-LP    ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO   ASCA US     2,026.3      (45.8)     (13.5)
ARRAY BIOPHARMA    ARRY US       120.0      (78.8)      28.4
ATLATSA RESOURCE   ATL SJ        920.8     (233.7)      20.0
AUTOZONE INC       AZO US      6,148.9   (1,416.8)    (623.1)
BAZAARVOICE INC    BV US          46.8      (15.4)     (18.2)
BOSTON PIZZA R-U   BPF-U CN      166.1      (91.7)      (1.5)
CABLEVISION SY-A   CVC US      7,088.5   (5,609.6)    (218.0)
CAPMARK FINANCIA   CPMK US    20,085.1     (933.1)       -
CARMIKE CINEMAS    CKEC US       420.8       (1.9)     (26.1)
CC MEDIA-A         CCMO US    16,489.3   (7,802.6)   1,550.1
CENTENNIAL COMM    CYCL US     1,480.9     (925.9)     (52.1)
CHENIERE ENERGY    CQP US      1,762.3     (574.9)      31.7
CHOICE HOTELS      CHH US        443.2      (26.2)       2.1
CIENA CORP         CIEN US     1,918.3      (21.1)     918.6
CINCINNATI BELL    CBB US      2,657.9     (701.3)     (42.6)
CLOROX CO          CLX US      4,386.0     (106.0)    (689.0)
CROWN HOLDINGS I   CCK US      7,178.0      (82.0)     731.0
DEAN FOODS CO      DF US       5,758.6      (52.7)     296.0
DELTA AIR LI       DAL US     44,189.0   (1,011.0)  (5,347.0)
DENNY'S CORP       DENN US       336.2       (2.6)     (16.3)
DIRECTV-A          DTV US     21,912.0   (3,377.0)   1,210.0
DISH NETWORK-A     DISH US    12,409.5      (55.6)     778.4
DISH NETWORK-A     EOT GR     12,409.5      (55.6)     778.4
DOMINO'S PIZZA     DPZ US        601.3   (1,365.7)      58.8
DUN & BRADSTREET   DNB US      1,903.8     (628.3)    (261.0)
EDGEN GROUP INC    EDG US        555.6     (154.7)     267.4
FIESTA RESTAURAN   FRGI US       364.8       (3.2)      (9.0)
FIFTH & PACIFIC    FNP US        796.8     (161.9)       9.7
FREESCALE SEMICO   FSL US      3,371.0   (4,472.0)   1,444.0
GENCORP INC        GY US         931.2     (189.7)     108.9
GLG PARTNERS INC   GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC   GRZ CN         78.3      (25.8)      56.9
GOLD RESERVE INC   GRZ US         78.3      (25.8)      56.9
GRAHAM PACKAGING   GRM US      2,947.5     (520.8)     298.5
HCA HOLDINGS INC   HCA US     27,139.0   (7,324.0)   1,667.0
HUGHES TELEMATIC   HUTC US        94.0     (111.8)     (39.0)
HUGHES TELEMATIC   HUTCU US       94.0     (111.8)     (39.0)
INCYTE CORP        INCY US       293.6     (248.9)     133.9
IPCS INC           IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU   JE CN       1,644.4     (394.5)    (338.4)
JUST ENERGY GROU   JE US       1,644.4     (394.5)    (338.4)
LIVEWIRE ERGOGEN   LVVV US         0.1       (0.7)      (0.7)
LORILLARD INC      LO US       3,351.0   (1,666.0)     919.0
MARRIOTT INTL-A    MAR US      6,171.0     (848.0)  (1,442.0)
MEAD JOHNSON       MJN US      2,866.7      (28.5)     635.2
MERITOR INC        MTOR US     2,565.0     (945.0)     193.0
MERRIMACK PHARMA   MACK US        64.4      (43.6)      21.0
MONEYGRAM INTERN   MGI US      5,136.2      (92.5)     (16.2)
NATIONAL CINEMED   NCMI US       788.5     (347.4)     102.6
NAVISTAR INTL      NAV US     11,503.0     (190.0)   2,238.0
NEXSTAR BROADC-A   NXST US       578.2     (179.9)      34.5
NOVADAQ TECHNOLO   NDQ CN         23.5       (3.9)       7.5
NPS PHARM INC      NPSP US       183.3      (54.4)     130.0
NYMOX PHARMACEUT   NYMX US         6.4       (5.2)       2.9
ODYSSEY MARINE     OMEX US        21.9      (14.2)     (13.9)
OMEROS CORP        OMER US        21.1      (12.7)       1.0
ORGANOVO HOLDING   ONVO US         0.0       (0.1)      (0.1)
PALM INC           PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN   PDLI US       235.0     (243.8)      56.6
PEER REVIEW MEDI   PRVW US         1.4       (3.4)      (3.8)
PLAYBOY ENTERP-A   PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC       PRM US        208.0      (91.7)       3.6
PROOFPOINT INC     PFPT US        64.7      (29.1)     (33.7)
PROTECTION ONE     PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US       330.8      (67.6)      54.5
REGAL ENTERTAI-A   RGC US      2,307.0     (552.6)      46.5
RENAISSANCE LEA    RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A       REV US      1,156.7     (679.6)     184.9
REXNORD CORP       RXN US      3,290.9      (80.8)     551.0
RURAL/METRO CORP   RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL   SBH US      1,789.9      (69.2)     478.8
SINCLAIR BROAD-A   SBGI US     1,771.2      (87.2)       3.9
SPLUNK INC         SPLK US        82.2       (0.7)       1.1
TAUBMAN CENTERS    TCO US      3,096.4     (275.8)       -
THRESHOLD PHARMA   THLD US        89.7      (77.4)      72.8
UNISYS CORP        UIS US      2,455.6   (1,240.4)     430.5
VECTOR GROUP LTD   VGR US        886.1     (132.7)     145.6
VERISIGN INC       VRSN US     1,882.8      (71.3)     831.1
VERISK ANALYTI-A   VRSK US     1,892.0      (10.3)    (147.7)
VIRGIN MOBILE-A    VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS    WTW US      1,176.1   (1,856.8)  (1,057.9)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***