TCR_Public/120628.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 28, 2012, Vol. 16, No. 178

                            Headlines

205 EAST: Klestadt & Winters Approved as Bankruptcy Counsel
205 EAST: Marcus & Pollack Approved as Property Tax Counsel
4KIDS ENTERTAINMENT: Sale Approved with Excess for Shareholders
AFA FOODS: Two Plants Sold for $11.6 Million
ALL AMERICAN PET: Changes Domicile from Maryland to Nevada

AMERICAN AIRLINES: Ruling Friday on Rejection of CBAs
AMERICAN AIRLINES: Could Retain Pilot A Plan With DOT Regulation
AMERICAN AIRLINES: Wins Lawsuit Over NMB Election
AMERICAN AIRLINES: Has Green Light to Purchase 9 MD-82 Aircraft
AMERICAN ARCHITECTURAL: Meeting to Form Panel Set on July 10

AMERICAN INDUSTRIAL: Case Summary & 15 Largest Unsecured Creditors
APEX KATY: Hoover Slovacek Approved as Bankruptcy Counsel
APEX KATY: Seyfarth Shaw OK'd as Counsel for Health Care Law
APEX KATY: Sperry Van Ness Approved as Real Estate Broker
APEX KATY: Taps J. Patrick Magil as Strategy Consultant

APPLETON PAPERS: Amends Equity Purchase Agreement with Hicks
ARMORED AUTOGROUP: S&P Cuts Corporate Credit Rating to 'B-'
BANKRATE INC: S&P Affirms 'BB-' Corporate Credit Rating
BERNARD L. MADOFF: Customers Raise New Defenses in Lawsuits
BMB MUNAI: Swings to $139.2 Million Net Loss in Fiscal 2012

BROADCAST INTERNATIONAL: Files Amendment No. 2 to Form S-1
CAZ INVESTMENTS: Voluntary Chapter 11 Case Summary
CDC CORP: D. Crenshaw Substitutes as CDC Software Counsel
CELL THERAPEUTICS: Files Form S-3, Registers 12.6MM Shares
CENTRAL FALLS, RI: State Receivership Cost Climbs

CERIDIAN CORP: Moody' Rates New $720MM Senior Secured Notes 'B1'
CINRAM INTERNATIONAL: Chapter 15 and CCAA Case Summaries
CIRCUS AND ELDORADO: Taps Downey Brand as Nevada Counsel
CIRCUS AND ELDORADO: Files Schedules of Assets and Liabilities
COEUR D'ALENE: Moody's Assigns 'B2' CFR/PDR; Outlook Stable

COEUR D'ALENE: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
COMPREHENSIVE CARE: Expects 2nd Straight Quarterly Profit
CORD BLOOD: Agrees to Pay BioCells Sellers $60,000 in 2012
CORDILLERA GOLF: Blames Small But Vocal Minority for Bankruptcy
CORDILLERA GOLF: Case Summary & 20 Largest Unsecured Creditors

CYNERGY GROUP: Voluntary Chapter 11 Case Summary
DANCEHALL LLC: Involuntary Chapter 11 Case Summary
DEWEY & LEBOEUF: Creditors Want to Pay Counsel $1,055 Per Hour
DUNDEE RESORT: Executive Denies Receivership Rumors
EIG INVESTORS: Moody's Lowers Corp. Family Rating to 'B2'

ENGILITY CORP: Moody's Revises Corporate Family Rating to 'Ba3'
ENGILITY CORP: S&P Keeps 'BB+' Rating on $385M Sr. Unsecured Notes
EPICOR SOFTWARE: S&P Affirms 'B' CCR on Successful Merger
ESCOTO CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
FRANKLIN CREDIT: Combined Plan Hearing Scheduled for July 18

FRANKLIN CREDIT: Section 341(a) Meeting Scheduled for July 11
FRANKLIN CREDIT: Taps SNR Denton as Special Securities Counsel
FULLER BRUSH: Taps FocalPoint Securities as Investment Banker
G. P. HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
GENERAL MARITIME: Issues 83,129 Common Shares to Houlihan

GEORGES MARCIANO: Sale of California Houses to Be Challenged
GRANITE DELLS: Plan Outline Hearing Scheduled for July 27
GUIDED THERAPEUTICS: Extends KM License Agreement for One Year
HALCON RESOURCES: S&P Gives 'B-' Corp. Credit Rating; Outlook Pos
HAMPTON ROADS: Shareholders OK Issue of 135.7MM Common Shares

HARRISBURG, PA: Sues to Wrest Financial Control From State
IBIZA MERGER: Moody's Assigns 'B2' Corporate Family Rating
IDEAL CONCRETE: Voluntary Chapter 11 Case Summary
INDIANAPOLIS DOWNS: Files First Amended Reorganization Plan
INTERNATIONAL UNION: Case Summary & 20 Largest Unsecured Creditors

JAMES RIVER: S&P Cuts Corp. Credit Rating to 'CCC+'; Outlook Neg
KENAN ADVANTAGE: Moody's Affirms 'Ba3' Corporate Family Rating
KRONOS INC: S&P Keeps 'B' Corporate Credit Rating; Outlook Stable
LA PROMENADE: Case Summary & 12 Largest Unsecured Creditors
LENNY DYKSTRA: Enters Plea Agreement in Bankruptcy-Fraud Case

LIGHTSQUARED INC: 'LP' Lenders Object to Cost Allocations
LSP MADISON: Moody's Affirms 'Ba2' Rating on New $800MM Sec. Loan
MAINLINE EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
MARIANA RETIREMENT FUND: Retiree Files $378K Admin. Expense Claim
MARIANA RETIREMENT FUND: Can Continue Paying Benefits

MARIANA RETIREMENT FUND: Member Wants Court to Deny Lawyers' Fees
MCCLATCHY COMPANY: Maturity of BOA Credit Extended to 2015
MOUNTAIN PROVINCE: Plan of Arrangement Has July 5 Record Date
NAVISTAR INTERNATIONAL: Mark Rachesky Owns 13.6% of Shares
NEDAK ETHANOL: T. Shane Named Principal Financial Officer

NEW ENGLAND BUILDING: Richardson Whitman Okayed as Special Counsel
NEW ENGLAND BUILDING: Court OKs Spinglass as Financial Advisor
NEW ENGLAND BUILDING: Court Approves Marcus Clegg as Counsel
NEW ENGLAND BUILDING: Warren Brodie Approved as Special Counsel
NEWPAGE CORP: Creditors File Motion to Prosecute Certain Claims

NORTHSTAR AEROSPACE: Versa Seeks Info on Rival's Bid
OLD REPUBLIC: Fitch Puts Rating on $550-Mil. Sr. Notes at 'BB-'
OMEGA NAVIGATION: Has Until Aug. 3 to File Plan of Reorganization
PHOENIX COS: Improvement in GAAP Cues Fitch to Affirm 'B' Rating
PINNACLE AIRLINES: Colgan Crash Victims Seek Punitive Damages

RG STEEL: Kurtzman Carson OK'd to Provide Administrative Services
RG STEEL: U.S. Trustee Forms Seven-Member Creditors Committee
RG STEEL: Willkie Farr Approved as Bankruptcy Co-Counsel
RITE AID: 10 Directors Elected at 2012 Annual Meeting
RITZ CAMERA: Meeting to Form Panel Set on July 2

ROSETTA GENOMICS: Amends Annual Report for Reverse Stock Split
RUDEN MCCLOSKY: Buyer Objects to Chapter 7 Switch
SAINT CATHERINE INDIANA: Has Interim Approval of First Day Motions
SLS CAPITAL: Chapter 15 Case Summary
SBA COMMS: Moody's Alters Ratings Outlook to Neg. on TowerCo Deal

SM ENERGY: Moody's Rates Proposed $300-Mil. Senior Notes 'B1'
SON CORPORATION: Case Summary & 10 Largest Unsecured Creditors
SONIC AUTOMOTIVE: S&P Rates Proposed $200MM Subordinated Debt 'B+'
SOUP KITCHEN: Court-Appointed Trustee Goes After Former Owners
STOCKTON, CA: May File for Chapter 9 This Week; Budget Okayed

SYMS CORP: Creditors Want Exclusivity Termination
TRAINOR GLASS: Can Hire Thomas Feldman as Local Texas Counsel
TRAINOR GLASS: Court Approves Pollice as Local Michigan Counsel
TRAINOR GLASS: Court OKs Kasimer & Annino as Virginia Counsel
TRAVELCLICK INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg

TRAINOR GLASS: Taps Arnold & Arnold as Local Colorado Counsel
TRAWOOD LANCERS: U.S. Trustee Wants Case Converted to Chapter 7
TRI STATE: Case Summary & 4 Largest Unsecured Creditors
TRIDENT MICROSYSTEMS: Seeks to Expand PwC Employment Scope
TRU-EMAAN LLC: Case Summary & 20 Largest Unsecured Creditors

VOLKSWAGEN-SPRINGFIELD: Wants to Hire Wiley Rein LLP as Counsel
WASHINGTON MUTUAL: D&O Suit is in Wrong Court, Insurers Say
WOONSOCKET, RI: Facing Possible Receivership
ZAYO GROUP: Term Loan Add-On No Impact on Moody's 'B2' CFR

* Fitch Completes Peer Review of 6 Rated Business Development Cos.
* Moody's Says Media Firms' Dividends Won't Harm Credit Quality

* U.S. High-Yield Companies Remain Stables Despite EU Debt Crisis
* Junk Defaults to Remain Benign, Moody's Predicts

* Weil Gotshal Named No. 1 Bankruptcy Law Firm by Vault.com
* Great American Group Hires Bryan Seeley as Appraisal Director

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

205 EAST: Klestadt & Winters Approved as Bankruptcy Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized 205 East 45 LLC and EALC, LLC to employ Klestadt &
Winters, LLP as bankruptcy counsel.

K&W is expected to, among other things, prepare on behalf of the
Debtors, motions, applications, answers, orders, reports, and
papers necessary to the administration of the estates, for these
hourly rates:

          Tracy L. Klestadt         $625
          Brendan M. Scott          $375
          Partners              $375 - $625
          Associates            $195 - $225
          Paralegals                $150

Mr. Klestadt attests to the Court that K&W is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                About 205 East 45 LLC and EALC LLC

205 East 45 LLC, owner of the Alex Hotel, and EALC LLC, owner of
Flatotel in Manhattan, filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 12-12208 and 12-2209) on May 21, 2012, to complete a
transfer of ownership to secured lenders.  The Debtors filed a
Chapter 11 plan of reorganization together with the petitions.  A
copy of the disclosure statement explaining the Plan is available
for free at http://bankrupt.com/misc/205_East_Ch11_Plan.pdf

The Alex, at 205 East 45th Street in Manhattan, has 203 luxury
hotel rooms and suites and $123 million in mortgage debt.  The
Flatotel, at 135 West 52nd Street in mid-town Manhattan, is a
46-story boutique luxury hotel.  The Flatotel has 290 rooms and
$245.2 million in mortgages.  The hotels defaulted on mortgage
debt in January 2009.

Foreclosure for the Alex Hotel and Flatotel began in July and
August 2010, respectively.  In October, a receiver, Neal
Fellenbaum, of Zegen and Fellenbaum, was appointed.

The proposed Chapter 11 plan will carry out a settlement
negotiated in the foreclosure proceeding where the state court
ruled this year that the lenders were entitled to foreclose.

The salient terms of the Plan are:

   * Holders of $100.3 million of secured debt against 205 East
     and $192.5 million of secured debt against EALC will receive
     100% of the ownership of the reorganized Debtors plus a new
     note.  205 East's secured lender will have a 70.29% recovery
     while EALC's secured creditor will have a 40.49% recovery.

   * Holders of general unsecured claims totaling under $1 million
     will receive the lesser of the pro rata share of the general
     unsecured claims distribution or cash in the amount of 20%.

   * the owners who include Simon Elias and Iazk Senbahar will
     receive releases from guarantees to lenders and will receive
     $2.5 million cash.

The lenders are Rockport Group LLC, Atlas Capital Group LLC and
Procaccianti Group.  They purchased the debt from the original
lender Anglo Irish Bank Corp. Ltd.

Alex Hotel is also home to Riingo, the restaurant under the
direction of Executive Chef Jose Diaz, and serves unique organic
American cuisine.  The Debtor intends to reject the lease with
Riingo.

Bankruptcy Judge Allan L. Gropper oversees the Chapter 11 cases.

205 East and EALC LLC each estimated assets of $50 million to
$100 million and debts of $100 million to $500 million.  The
petitions were signed by Steven A. Carlson, chief restructuring
officer.

The receiver is represented by Andre Cizmarik, Esq., at Edwards
Wildman Palmer LLP.

ARL Hotel Management LLC, ARL Manhattan West Management LLC and
ARL Manhattan East Management LLC are represented by Douglas B.
Rosner, Esq., at Goulston & Storrs.

Secured lenders RPAP Hotel Debt (Flatotel), L.L.C and RPAP Hotel
Debt (Alex), L.L.C are represented by Jeffrey R. Gleit, Esq., at
Kasowitz, Benson, Torres & Friedman LLP.


205 EAST: Marcus & Pollack Approved as Property Tax Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
according to 205 East 45 LLC and EALC, LLC's case docket,
authorized the Debtors to employ Marcus & Pollack, LLP as property
tax counsel.

M&P is expected to represent the Debtors in certain tax certiorari
proceedings.  M&P will negotiate with the City of New York on
behalf of the Debtors and prepare, serve and file necessary papers
and documentation, including applications for review of
assessments to the New York City Tax Commission and petitions to
review assessments in New York State Supreme Court and legal
proceedings.

The Debtors and M&P have agreed to a contingency fee structure in
consideration for the services to be rendered by M&P to the
Debtors.  In the event that a tax savings results from the
negotiations with the City of New York and hearings before the Tax
Commission of the City of New York or from a trial or a settlement
resulting in a judgment or a decree of a court, which reduce
either the tentative or final assessments placed upon the
Properties for any tax year, the Debtors shall be billed, upon
Court approval, at the rate of 15% of the Tax Savings effectuated
for such tax year.  Tax Savings shall be calculated by multiplying
the amount of the actual assessment reduction applied that year by
the applicable tax rate.  To the extent the Tax Savings are
transitionalized over a five-year period, the fee shall likewise
be payable over a five-year period, commencing in the year
receiving the actual assessment reduction.

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

                About 205 East 45 LLC and EALC LLC

205 East 45 LLC, owner of the Alex Hotel, and EALC LLC, owner of
Flatotel in Manhattan, filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 12-12208 and 12-2209) on May 21, 2012, to complete a
transfer of ownership to secured lenders.  The Debtors filed a
Chapter 11 plan of reorganization together with the petitions.  A
copy of the disclosure statement explaining the Plan is available
for free at http://bankrupt.com/misc/205_East_Ch11_Plan.pdf

The Alex, at 205 East 45th Street in Manhattan, has 203 luxury
hotel rooms and suites and $123 million in mortgage debt.  The
Flatotel, at 135 West 52nd Street in mid-town Manhattan, is a
46-story boutique luxury hotel.  The Flatotel has 290 rooms and
$245.2 million in mortgages.  The hotels defaulted on mortgage
debt in January 2009.

Foreclosure for the Alex Hotel and Flatotel began in July and
August 2010, respectively.  In October, a receiver, Neal
Fellenbaum, of Zegen and Fellenbaum, was appointed.

The proposed Chapter 11 plan will carry out a settlement
negotiated in the foreclosure proceeding where the state court
ruled this year that the lenders were entitled to foreclose.

The salient terms of the Plan are:

   * Holders of $100.3 million of secured debt against 205 East
     and $192.5 million of secured debt against EALC will receive
     100% of the ownership of the reorganized Debtors plus a new
     note.  205 East's secured lender will have a 70.29% recovery
     while EALC's secured creditor will have a 40.49% recovery.

   * Holders of general unsecured claims totaling under $1 million
     will receive the lesser of the pro rata share of the general
     unsecured claims distribution or cash in the amount of 20%.

   * the owners who include Simon Elias and Iazk Senbahar will
     receive releases from guarantees to lenders and will receive
     $2.5 million cash.

The lenders are Rockport Group LLC, Atlas Capital Group LLC and
Procaccianti Group.  They purchased the debt from the original
lender Anglo Irish Bank Corp. Ltd.

Alex Hotel is also home to Riingo, the restaurant under the
direction of Executive Chef Jose Diaz, and serves unique organic
American cuisine.  The Debtor intends to reject the lease with
Riingo.

Bankruptcy Judge Allan L. Gropper oversees the Chapter 11 cases.

205 East and EALC LLC each estimated assets of $50 million to
$100 million and debts of $100 million to $500 million.  The
petitions were signed by Steven A. Carlson, chief restructuring
officer.

The receiver is represented by Andre Cizmarik, Esq., at Edwards
Wildman Palmer LLP.

ARL Hotel Management LLC, ARL Manhattan West Management LLC and
ARL Manhattan East Management LLC are represented by Douglas B.
Rosner, Esq., at Goulston & Storrs.

Secured lenders RPAP Hotel Debt (Flatotel), L.L.C and RPAP Hotel
Debt (Alex), L.L.C are represented by Jeffrey R. Gleit, Esq., at
Kasowitz, Benson, Torres & Friedman LLP.


4KIDS ENTERTAINMENT: Sale Approved with Excess for Shareholders
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that 4Kids Entertainment Inc. received approval from the
bankruptcy court in New York to sell the business for $15 million
to two buyers.  The price will pay creditors in full, with a
"substantial" amount left over for owners, the company said in a
court filing.

According to the report, an affiliate of Tokyo-based Konami Corp.
is purchasing the licenses for the Yu-Gi-Oh! animated television
programs.  Kidsco Media Venture LLC, affiliated with Saban Capital
Group Inc., is buying the programming agreement with the CW
Network LLC.

The eventual sale represented a $3.2 million improvement over the
$11.8 million bid Saban made for all the assets at auction. After
the auction, 4Kids worked out a joint offer that improved the
effective net sale price.

Konami develops video-game software and arcade games.

                     About 4Kids Entertainment

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.


AFA FOODS: Two Plants Sold for $11.6 Million
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AFA Foods Inc. received authority from the bankruptcy
judge at a hearing yesterday to sell two plants for a combined
$11.6 million.  Tri West Investments LLC, having submitted the
only bid, is buying the plant in Los Angeles for $4.4 million.  PL
Food LLC, in an auction with another bidder, came out on top with
an offer of $7.2 million for the Georgia plant.

                        About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. is one of the
largest processors of ground beef products in the United States.
The Company has five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA has seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
percent of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  McDonald Hopkins LLC and Potter Anderson &
Corroon LLP represents the Committee.


ALL AMERICAN PET: Changes Domicile from Maryland to Nevada
----------------------------------------------------------
All American Pet Company, Inc., on June 11, 2012, entered into an
Agreement and Plan of Merger and Reincorporation with All American
Pet Company, Inc., a Nevada corporation, in order to change the
domicile of the Company from Maryland to Nevada.  Pursuant to the
terms of the Agreement and Plan of Merger and Reincorporation, the
Registrant merged with and into AAPT NV, making AAPT NV the
surviving corporation.  The merger for reincorporation was
completed on June 15, 2012.

The merger and reincorporation agreement was approved by the
unanimous consent of the Board of Directors of the Company on
June 11, 2012, and by AAPT NV on June 11, 2012, and occurred as a
result of the Company's stockholders approving the amendments at
the 2011 Annual Meeting of Stockholders.

A copy of the Agreement is available for free at:

                        http://is.gd/RpQQmU

                       About All American Pet

All American Pet Company, Inc., a reporting public company with
executive offices in Beverly Hills, California, was incorporated
on Feb. 13, 2003.  The Company produces, markets, and sells super
premium dog food under the brand names Grrr-nola(R)Natural Dog
Food and BowWow Breakfast(R) Heart Healthy Dog Food.

R. R. Hawkins & Associates International, a PC, in Los Angeles,
expressed substantial doubt about All American Pet's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred net losses since inception, retained
deficit and negative working capital.

The Company reported a net loss of $7.44 million on $20 of net
sales for 2010 (revenue from sales of super-premium dog food
products of $146,598 less marketing and product placement fees of
$146,578), compared with a net loss of $2.01 million on $0 revenue
for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $1.08 million
in total assets, $4.45 million in total liabilities, and a
stockholders' deficit of $3.37 million.


AMERICAN AIRLINES: Ruling Friday on Rejection of CBAs
-----------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York delayed entry of a ruling regarding AMR
Corp. and American Airlines, Inc.'s motion to reject collective
bargaining agreements to give the airline and its pilots union
more time to negotiate a contract, Mary Schlangenstein and David
McLaughlin of Bloomberg News reported.

Judge Lane, however, gave the Allied Pilots Association board
until June 27 to decide if AMR's latest offer is acceptable, with
his ruling to follow two days later, The Dallas Morning News
related.  Judge Lane was previously set to issue the ruling on
June 22.

The bankruptcy judge will convene a hearing on June 28 for
possible updates on the labor contracts matter, according to a
notice filed with the Court.

In its latest offer to the APA, American proposed to reduce the
concessions it sought from the union from $370 million to
$315 million, The Dallas Morning News reported.  Other terms of
the latest offer include: pay rates that are 14.8% higher than
they are now, a $13.5 stake in reorganized AMR, and no pilot
furloughs, the report cited.

The pilots' union was meeting Tuesday to reconsider whether to
send the final contract offer to members for a vote, according to
a separate report by David Koenig of The Associated Press.  On
June 20, the APA decided not to send American's proposals, which
they say were too vague, to members for a vote, the report noted.

Meanwhile, flight attendants and mechanics at American want to
resume talks on consensual contracts, The Associated Press
disclosed.  The Transport Workers Union, which represents the
mechanics, said its negotiators are expected to meet with
American soon, the report noted.

The mechanics previously rejected American's contract offer that
was accepted by five other work groups represented by the TWU.
Separately, the talks between American and the Association of
Professional Flight Attendants broke down in early June.

American spokesperson Bruce Hicks said the carrier will extend
the same reduction in the value of concessions to five TWU groups
that earlier ratified agreements with the airline and non-union
customer service and reservation agents, Bloomberg relayed.  Mr.
Hicks, Bloomberg noted, could not immediately quantify the change
in total annual labor savings from American's original $1.25
billion, which included $990 million from unions.

"The sooner we get agreements, the sooner we can begin to achieve
the cost savings we must have.  Labor agreements allow us to keep
moving the restructuring forward," according to Mr. Hicks.

Bloomberg noted that spending cuts are central to AMR's bid to
win creditor support for its plan to exit bankruptcy and the
voluntary accords would lock in savings now that have eluded the
carrier in more than five years of talk.  Notably, US Airways
Group Inc. has reached tentative contracts with American's
unions, contingent on a merger, the report said.

Hunter Keay, analyst at Wolfe Trahan & Co., said in a Bloomberg
interview, that American's Official Committee of Unsecured
Creditors wants to see a business plan laid out with contractual
terms for labor so the panel can evaluate two plans side by side.
"If American is unable to execute a deal with labor, they are
unable to give the creditors that option.  That makes the
creditors' unhappy, and the last thing American wants is an
unhappy creditors' committee."

Mr. Keay said the agreements between American and its union could
help US Airways because it would preserve the labor groups' claims
in bankruptcy and their status as creditors.  The APA, APFA and
TWU are members of the American Creditors' Committee.

Denise Lynn, senior vice president for labor, said in a letter to
employees that American has been emphasizing consensual
agreements throughout negotiations, Bloomberg related.  "It was
that focus, and the additional benefit of our recent revenue
improvements, that allowed us to put forward a proposal to APA
that adjusts the savings target while still achieving the goals
of our business plan."

American Chief Executive Officer Tom Horton previously announced
that the carrier is focused on restructuring independently.  The
CEO also recognized that restructuring labor contracts is one of
the most challenging aspects of the reorganization.

                 TWA Pilots Seek to Intervene in
                       Section 1113 Trial

The TWA Pilots Seniority Defense Fund LLC has sought the Court's
permission to intervene in the proceeding involving American's
motion to reject its collective bargaining agreements governing
the rates of pay, rules, and working conditions of American's
pilots under Section 1113 of the Bankruptcy Code.

The TWA Pilots Seniority Defense Fund is a limited liability
company formed by former TWA pilots who are employed by American
to insure that the limited job protections they have from
American's acquisition of TWA in 2001 are fully protected.  The
Fund's interests in the proceeding stem from an agreement --
Supplement CC -- that American entered into on November 8, 2001
with the Allied Pilots Association -- the collective bargaining
representative of AA pilots -- to integrate the seniority of the
TWA pilots into that of the AA pilots and to provide job
protections that their placement on the integrated list denied
them.

"The continued application of that agreement, with its conditions
designed to protect TWA pilots' job rights, is threatened by
American's Section 1113 application to reject its collective
bargaining agreements with the APA," argues John O'B. Clarke, Esq.
-- jclarke@highsaw.com -- at Highsaw, Mahoney & Clarke, P.C., in
Fairfax, Virginia.

Mr. O'B. Clarke argues that former TWA pilots, as do all American
pilots, have an interest in preserving their collective
bargaining agreements with American, and, thus, in being heard on
American Section 1113 motion.  That interest is being protected
by APA, he notes.  But, with respect to Supplement CC, the
interests of the former TWA pilots diverge from the interests of
the American pilots who do not have TWA job protections in St.
Louis, for relieving American of the St. Louis restrictions,
which Supplement CC places upon it, increases the flying
opportunities for non-TWA American pilots -- but at the expense
of the TWA pilots because of the placement of the majority of the
TWA pilots on the seniority list below all American pilots hired
before April 10, 2001, he points out.  This conflict among the
pilots represented by APA warrants granting the minority pilots a
chance to be heard separately in this rejection proceeding, he
maintains.

While the TWA pilots are not asking the Court to appoint a
special representative for the TWA pilots in the Section 1113(b)
negotiations, they are asking that the Fund be permitted to
intervene for the limited purpose of placing before the Court (a)
the reasons why the rejection of Supplement CC should be
considered separately from American's motion to reject its basic
collective bargaining agreement with the APA, and (b) why
American has not shouldered its burden concerning its request to
reject Supplement CC.

The Court will consider the TWA Pilots' request on July 19, 2012.
Objections are due no later than July 12.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Could Retain Pilot A Plan With DOT Regulation
----------------------------------------------------------------
American Airlines said a proposed regulation from the U.S.
Department of the Treasury could move the carrier closer to being
able to freeze and retain the Pilot "A" Plan instead of
terminating that plan.

Under the proposed regulation dated June 20, 2012, companies are
allowed to remove lump sum benefit payouts in some circumstances,
making a freeze a possibility for American.  American noted that
the lump sum benefit could drive pilot retirements that could
pose significant operational risk.

"We committed to work collaboratively with the APA, PBGC and UCC
to explore every option that would allow us to retain the Pilot
"A" Plan.  This news puts us in a position to make major progress
in that effort," said Tom Horton, AMR Chairman and Chief
Executive Officer.

"A top APA priority is preserving the benefits American's pilots
deserve.  I'm devoted to making that happen and pleased that
we're moving one step closer to protecting a very important and
valued benefit," said Captain Dave Bates, President -- Allied
Pilots Association.

"It is great news that American is continuing to work to preserve
its pilot pension plan.  It's encouraging that American
recognizes this benefit doesn't need to be sacrificed to ensure
success," said Josh Gotbaum, Director -- Pension Benefit Guaranty
Corporation.

Since March, American Airlines, the APA, the PBGC and the
Creditors' Committee have been diligently working toward that
goal.

There will be a 60-day comment period on the Proposed Regulation.
Following that process, the U.S. Department of Treasury typically
issues its Final Regulation.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Wins Lawsuit Over NMB Election
-------------------------------------------------
American Airlines won a court order blocking a mediation board
from conducting a union-representation election among passenger
service employees until a threshold is met, David McLaughlin of
Bloomberg News reported.

Judge Terry Means of the U.S. District Court for the Northern
District of Texas held that the National Mediation Board used the
wrong standard when it authorized the election and "acted in
excess of its delegated authority," according to a June 22
decision obtained by Bloomberg.

The Communications Workers of America, who sought to represent
10,000 passenger workers of American, said it would appeal the
order, which it called "a disgrace and a travesty of justice,"
Bloomberg noted.  "Agents have been denied their democratic right
to vote."

American recently won a temporary restraining order to block the
union-representation election, unless there is a showing of
interest from at least 50% of the employees, not the 35% standard
the board used, the report said.

The federal judge agreed with American, ruling that the 50%
threshold governs the board's conduct, Bloomberg related.

The case is American Airlines Inc. v. National Mediation Board,
12-00276, U.S. District Court, Northern District of Texas (Fort
Worth).

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Has Green Light to Purchase 9 MD-82 Aircraft
---------------------------------------------------------------
AMR Corp. and its affiliates sought and obtained the Court's
permission to terminate the leases on nine MD-82 aircraft owned by
U.S. Bank National Association and buy the aircraft for an
undisclosed purchase price.  U.S. Bank is the pass through trustee
and loan trustee with respect to each of the Aircraft.

The Debtors recognize that the Aircraft are useful in the
operation of their business but believe that the lease rates
under the existing leases substantially exceed market rates for
comparable aircraft.

Pursuant to a purchase agreement with U.S. Bank, the Debtors will
terminate the leases of, and buy the, Aircraft bearing FAA
registration nos. N556AA, N557AN, N558AA, N559AA, N560AA, N561AA,
N573AA, N574AA and N575AM.  The parties also agree to liquidate
the aggregate amount of the allowed general unsecured non-
priority prepetition damages claim with respect to the Aircraft
pursuant to a proposal under certain of the aircraft agreements.

In their request, the Debtors also asked the Court to:

(a) direct the owner trustees to ratify and confirm the sale of
    each Aircraft to the Debtors by executing and delivering to
    the Loan all bills of sale, assignments, releases and other
    proper instruments to effect such ratification and
    confirmation as may be sought by the Loan Trustee, as
    required by each Trust Indenture relating to the Aircraft in
    connection with a foreclosure by the Loan Trustee; and

(b) release the Debtors and the Loan Trustee under certain of
    the Aircraft Agreements, from any liability related to or
    arising out of their participation in the negotiation and
    implementation of the Proposal, the Purchase Agreement or
    relief sought in this motion.

The Debtors also obtained Court permission to file under seal the
purchase price for the Aircraft, the amount of the unsecured
claim, the proposal and certain portions of the Purchase Agreement
because they contain sensitive commercial information.  A full-
text copy of the Purchase Agreement is available for free at
http://bankrupt.com/misc/AmAir_USBankAircraftPurchaseAgr.pdf

HNB Investment Corp., as owner participant with respect to each of
the nine aircraft, and Wilmington Trust Company, as owner trustee
for the Aircraft, had objected to the Debtors' request, telling
the Court they did not consent to the proposed foreclosure of the
Owner Trustee's interests and the subsequent sale of the Aircraft
to American.

HNB, as joined by WTC, argued that the approval of the terms of
the Purchase Agreement would:

  (i) violate the terms of each indenture governing the
      loans made to the Owner Trustee in which the Loan Trustee
      agreed that, if it enforced remedies against the Owner
      Trustee, it would simultaneously enforce remedies against
      the Debtors, and by allowing a foreclosure that is
      inherently not commercially reasonable;

(ii) allow the Loan Trustee to obtain non-consensual,
      impermissible third-party releases and injunctions that
      the Court lacks subject matter jurisdiction to consider
      and, even if it did have such jurisdiction, in a manner
      that is procedurally defective;

(iii) potentially allow a claim that belongs only to the Owner
      Participant, and that was not pledged to the Loan Trustee
      as collateral, to be transferred to the Loan Trustee under
      the aegis of a court-approved settlement in direct
      contravention of recent Second Circuit precedent; and

(iv) in effect, cross-collateralize rights among nine separate
      Aircraft financing transactions by providing for only one
      allowed claim on account of those nine transactions.

Counsel to the Debtors, Alfredo R. Perez, Esq., at Weil, Gotshal
& Manges LLP, in New York, countered that if HNB believes that the
settlement is not in its best interests, its contractual remedy as
Owner Participant is clear: HNB is entitled to redeem the
outstanding debt, take control of the Aircraft and the claims
resulting from the termination of the existing leveraged leases
from its lenders and seek its own settlement with the Debtors.
However, Mr. Perez pointed out HNB has shown no interest in
placing its own assets at risk.

Mr. Perez insisted the settlement is consistent with the terms of
the Aircraft Agreements and applicable law.  He said the releases
and injunctions sought in the Debtors' Motion are proper and
similar as those approved as part of settlements considered by the
Court pursuant to Sections 105(a) and 363 of the Bankruptcy Code
and Rule 9019 of the Federal Rules of Bankruptcy Procedure.

Counsel to U.S. Bank, Craig M. Price, Esq., at Chapman and Cutler
LLP, in Chicago, Illinois, also argued that the Loan Trustee is
well within its rights to exercise the remedies contemplated by
the Trust Indentures, including conducting a public or private
foreclosure sale of its collateral.  He said the Owner Trustee has
failed to pay interest and principal when due under the Trust
Indentures, aggregating more than $35,000,000.  He said the Owner
Participant's and the Owner Trustee's exercise of their right to
pay the obligations due under the Trust Indentures gives them all
of the protection they need.  Thus, the settlement will allow the
Loan Trustee to maximize the value of its collateral through the
exercise of its remedies.

Nelson A. Klug, senior director of consulting and valuation at
AVITAS, Inc. retained by U.S. Bank, said in court filings that the
proposed price to be paid by American Airlines upon re-sale of the
Aircraft by the winning bidder at the foreclosure sales is higher
than the estimated value of the Aircraft.  Mr. Price said the
"equity squeeze" provisions of the Trust Indentures simply do not
prohibit these proposed transactions.  The proposed transactions
proposed also do not interfere with the rights of the Owner
Participant and the Owner Trustee to protect their interests --
namely, to pay off the senior secured debt owed to the Loan
Trustee or otherwise bid at the foreclosure sales -- and do not
adversely affect or transfer the claims under a tax indemnity
agreement with respect to the Aircraft.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN ARCHITECTURAL: Meeting to Form Panel Set on July 10
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on July 10, 2012, at 11:00 a.m. in
the bankruptcy case of American Architectural, Inc.  The meeting
will be held at:

   Office of the United States Trustee
   833 Chestnut Street, Room 501
   Philadelphia, PA 19107

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

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

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

                 About American Architectural and
                       Advanced Acquisitions

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.  Maschmeyer
Karalis P.C. serves as the Debtors' general bankruptcy counsel.
Douglas Ziegler LLC serves as accountants.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of our noteworthy
projects.  Recently, AAI completed the east coast's largest canopy
for Goldman Sachs and has recently closed its fourth major World
Trade Center rebuild project.

AAI estimated $10 million to $50 million in both assets and debts.
Advanced Acquisitions estimated $1 million to $10 million in both
assets and debts.  The petitions were signed by John Melching,
president and CEO.


AMERICAN INDUSTRIAL: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: American Industrial Supply Inc
        6355 Topanga Cayon Blvd
        Woodland Hills, CA 91367

Bankruptcy Case No.: 12-15761

Chapter 11 Petition Date: June 22, 2012

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

Judge: Alan M. Ahart

Debtor's Counsel: Warren Nemiroff, Esq.
                  TDG LAW GROUP, APC
                  433 N Camden Dr #400
                  Beverly Hills, CA 90021
                  Tel: (310) 279-5282
                  Fax: (310) 550-7401

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-15761.pdf

The petition was signed by Robert Nadler, president.


APEX KATY: Hoover Slovacek Approved as Bankruptcy Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for Southern District of Texas
authorized Apex Katy Physicians LLC, to employ Edward L. Rothberg,
Esq., at Hoover Slovacek LLP as counsel.

On April 24, the Debtor amended its motion requesting employment
of HSLLP to include these personnel to represent the Debtor in the
case:

   1. Harold "Hap" May is an attorney and CPA with the firm and is
      Certified in Financial Forensics by the American Institute
      of Certified Public Accountants.  Mr. May represents clients
      in tax matters.

   2. Curtis McCreight, an associate attorney with the firm, is a
      Certified Public Accountant and is Certified in Financial
      Forensics by the American Institute of Certified Public
      Accountants.  Mr. McCreight assists clients in tax matters
      and is well qualified to assist the Debtor in certain tax
      matters in this case.

The hourly rates of the firm's personnel are:

         Edward L. Rothberg             $395
         Mr. May                        $400 (Legal Services)
         Mr. May                        $350 (Accounting Services)
         Annie Catmull                  $310
         Melissa Haselden               $275
         Mr. McCreight                  $275 (Legal Services)
         Mr. McCreight                  $250 (Accounting Services)
         T. Josh Judd                   $250
         MazelleS.Krasoff               $175
         Legal Assistants/Paralegals $85 - $125

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

                    About Apex Katy Physicians

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

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


APEX KATY: Seyfarth Shaw OK'd as Counsel for Health Care Law
------------------------------------------------------------
The U.S. Bankruptcy Court for Southern District of Texas
authorized Apex Katy Physicians LLC, to employ Sheryl T. Dasco of
Seyfarth Shaw LLP as special counsel in health care law and
licensing issues.

Ms. Dasco is expected to assist, advise, investigate and prepare
necessary documents related to certain healthcare compliance and
licensing issues, and performing any other legal services that may
be appropriate in connection with the healthcare licensing and
compliance issues.

The hourly rates of the firm's personnel are:

         Ms. Dasco, partner            $460
         Associate Attorneys        $265 - $400

Ms. Dasco tells the Court that the firm has requested a $15,000
retainer.  Pankaj K . Shah, MD, the manager of the Debtor has
agreed to advance the retainer through a loan to the debtor-in-
possession.  Mr. Shah is also the manager of Indus Associates,
LLC, which holds a 76.7% equity interest in the Debtor.

Ms. Dasco assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Dasco can be reached at:

         700 Louisiana Street, Suite 3700
         Houston, TX 77002
         Tel: (713) 225-2300
         Fax: (713) 225-2340

                   About Apex Katy Physicians

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

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


APEX KATY: Sperry Van Ness Approved as Real Estate Broker
---------------------------------------------------------
The U.S. Bankruptcy Court for Southern District of Texas
authorized Apex Katy Physicians LLC, to employ William C. Forrest
and Ladean Rethford with Sperry Van Ness/W. Forrest Group,
Commercial Real Estate Advisors as real estate broker and agent.

The Debtor has determined that the lease or sale of its real
property is in the best interest of the estate.  The Debtor owns
the real property and improvements located at (i) 25660 Kingsland
Blvd., Katy, Texas (the Hospital Building); (2) 25772 Kingsland
Blvd., Katy, Texas (the Medical Office Building) and (iii)
approximately 8.4 acres of undeveloped land off of Kingsland
Blvd., and Pin Oak Blvd.

In connection with the lease or sale, the firm is expected to
provide brokerage and related services including, but not limited
to:

   i) preparing marketing materials or offering packages to be
      used in soliciting prospective purchasers or tenants for the
      Real Property; and

  ii) locating, qualifying, and furnishing prospective purchasers
      or tenants to the Debtor.

Under the agreement, the firm will be paid a commission of 4% of
the sales price for any sale that is ultimately approved and
closes, and 2% for any lease agreement that is executed with
Debtor.  The agreement will be non-exclusive.

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 Apex Katy Physicians

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

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


APEX KATY: Taps J. Patrick Magil as Strategy Consultant
-------------------------------------------------------
Apex Katy Physicians LLC, asks the U.S. Bankruptcy Court for
Southern District of Texas for permission to employ J. Patrick
Magill with MCR Capital Advisors as strategy consultant.

The Debtor relates that it employed Sperry Van Ness/W. Forrest
Group, Commercial Real Estate Advisors as its real estate broker
to sell the Hospital Building.  In addition, the Debtor has
retained Dr. Sheri Dasco as special counsel to actively work
towards resolving certain healthcare licensing issues for the
Hospital Building.

In connection with the lease or sale, Mr. Magill will provide
consulting services including, but not limited to, design,
development and implementation of an appropriate strategy for the
sale of the Hospital Building and to determine if the Hospital
Building can be sold in a prudent manner, subject to renewal of
the hospital license as LTACH facility, or outline and implement
alternative plans for the sale of Hospital Building in the event
and LTACH license cannot be obtained.

The hourly rates of the firm's personnel are:

         Mr. Magill, senior partner            $300
         Associates                            $175

The firm has requested a $10,000 retainer.  Pankaj K. Shah,
MD, the manager of the Debtor has agreed to advance the retainer
through a loan to the debtor-in-possession.  Mr. Shah is also the
manager of Indus Associates, LLC, which holds a 76.7% equity
interest in the Debtor.

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

                   About Apex Katy Physicians

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

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


APPLETON PAPERS: Amends Equity Purchase Agreement with Hicks
------------------------------------------------------------
On May 16, 2012, Appleton Papers Inc. and Paperweight Development
Corp. entered into an Equity Purchase Agreement with Hicks
Acquisition Company II, Inc., and HH-HACII, L.P., and PDC entered
into a Cross Purchase Agreement with HACII, pursuant to which,
through a series of transactions, Appleton will become, subject to
stockholder approval and other closing conditions, a non-wholly-
owned subsidiary of HACII.

On June 20, 2012, Appleton and PDC entered into Amendment No. 1 to
Equity Purchase Agreement with HACII and the Sponsor, which amends
the Equity Purchase Agreement to:

    (i) allow HACII to seek approval to amend the terms of HACII's
        outstanding warrants to purchase shares of common stock of
        HACII;

   (ii) increase the amount of cash that must remain in the trust
        account established in connection with HACII's initial
        public offering in order to satisfy a closing condition;
        and

  (iii) give HACII the flexibility to seek approval of a charter
        amendment to extend HACII's dissolution deadline by 60
        days, if HACII so desires, to pursue the Transaction.

The Amendment permits HACII to seek the approval of the holders of
65% of its outstanding publicly-held Warrants to amend the warrant
agreement that governs the Warrants to (i) make each Warrant
exercisable for one-half of one share of Common Stock (rather than
one full share) at an exercise price of $6.00 per half-share, (ii)
allow each holder of Public Warrants to elect, for each such
outstanding Public Warrant, either (x) the right to receive $0.625
in cash or (y) the right to exercise the existing warrant for an
additional 0.0879 of a share of Common Stock, at an exercise price
of $0.0001, in the event the last sales price of shares of Common
Stock equals or exceeds $12.00 per share for 20 trading days out
of 30 consecutive trading days on or prior to the fifth
anniversary of the closing of the Transaction, subject to a
limitation that the holders of no more than 4,550,626 Public
Warrants may receive the Public Earnout Shares and (iii) cause the
Sponsor to receive (in exchange for the reduction of shares for
which the Sponsor Warrants are exercisable) an additional 0.0879
of a share of Common Stock per Sponsor Warrant, subject to
forfeiture by the Sponsor in the event the last sales price of
shares of Common Stock does not equal or exceed $12.00 per share
for 20 trading days out of 30 consecutive trading days on or prior
to the fifth anniversary of the closing of the Transaction.  The
Sponsor Earnout Shares are effectively the same as the Public
Earnout Shares, as the economic value of both the Sponsor Earnout
Shares and the Public Earnout Shares are triggered by the same
target stock price.  The effect of the Warrant Adjustment will be
to reduce the number of shares of Common Stock issuable upon
exercise of the Warrants by half.

In addition, the Amendment (i) amends a closing condition that
previously required there to be at least $75.0 million in cash
held in trust, after giving effect to any redemptions and
permitted repurchases of Common Stock in connection with the
stockholder vote to approve the Transaction, to increase such
amount to $82.0 million and (ii) gives HACII the ability to seek
to amend its charter to extend HACII's dissolution deadline by 60
days, if HACII so desires, for purposes of consummating the
Transaction.

A copy of the Amendment is available for free at:

                        http://is.gd/H52Tsf

                       About Appleton Papers

Appleton, Wisconsin-based Appleton Papers Inc. --
http://www.appletonideas.com/-- produces carbonless, thermal,
security and performance packaging products.  Appleton has
manufacturing operations in Wisconsin, Ohio, Pennsylvania, and
Massachusetts, employs approximately 2,200 people and is 100%
employee-owned.  Appleton Papers is a 100%-owned subsidiary of
Paperweight Development Corp.

The Company reported a net loss of $2.11 million for the year
ended Dec. 31, 2011, compared with a net loss of $31.66 million
for the year ended Jan. 1, 2011.

Appleton's balance sheet at April 1, 2012, showed $609.83 million
in total assts, $864.04 million in total liabilities and a $254.21
million in total deficit.

                          *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


ARMORED AUTOGROUP: S&P Cuts Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Danbury, Conn.-based automotive aftercare market
provider Armored Autogroup Inc. to 'B-' from 'B'. The rating
outlook is stable.

"In addition, we revised our recovery rating on the company's
senior secured credit facilities to '3' from '2'. Consequently, we
lowered the issue-level rating on these facilities to 'B-' from
'B+'," S&P said.

"We also lowered the issue-level rating on the senior unsecured
notes issue to 'CCC' from 'CCC+'. The '6' recovery rating on these
notes remains unchanged," S&P said.

"The downgrade reflects weaker credit measures and cash flow
generation following the company's investment in transitioning to
a stand-alone business from a subsidiary of Clorox Co.," S&P said.

"The company has thin cushions on its leverage and interest
coverage covenants on the revolving credit facility, resulting
primarily from high administrative expenses to support the stand-
alone business as well as increased spending on advertising to
invigorate previously neglected brands," said Standard & Poor's
credit analyst Nalini Saxena. "Although we do forecast revenues to
increase thanks to investments in the business over the last
several months, because of step-downs in the credit agreement for
the revolving credit facility and the absence of a waiver or
amendment on the horizon, we expect the company to operate with
thin covenant cushions at least through year-end. We believe the
company's financial sponsor, Avista Capital Partners, would
consider a capital injection as a cure, if such a measure were
needed."

"The rating outlook is stable. This is based on our expectation
that Armored Autogroup's credit protection measures will slightly
improve but remain weak given the company's limited cash flow
generation, high debt load, and ongoing EBITDA margin pressures,"
S&P said.

"We could lower the rating if the covenant cushion and operating
performance do not improve through the end of 2012. This could
occur in the face of intense competition, unexpected additional
marketing and administrative expenses, or increases to commodity
costs. Other considerations could include loss of key customers or
a more aggressive financial policy," S&P said.

"Although less likely within the next year, we would consider
raising the rating if sales growth exceeds our expectations and
EBITDA margins strengthen from improved efficiency, leading to
stronger cash flow generation and credit measures, such that
adjusted leverage approaches the 5.5x area. For this to occur, we
estimate EBITDA margins would need to improve approximately 750
basis points, coupled with a low-double-digit percentage increase
in sales or, alternatively, debt levels would need to be reduced
by about $170 million at present EBITDA levels," S&P said.


BANKRATE INC: S&P Affirms 'BB-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
North Palm Beach, Fla.-based Bankrate Inc.'s secured debt upward
to '3' from '4'. "The '3' recovery rating indicates our
expectation of meaningful (50%-70%) recovery prospects in the
event of a default," S&P said.

"We also affirmed our 'BB-' corporate credit rating on Bankrate.
The outlook is stable," S&P said.

"In addition, we affirmed our 'BB+' issue-level rating on the
company's $30 million super-priority revolver credit facility and
our 'BB-' issue-level rating on its senior secured notes and
senior secured revolving credit facility. The recovery rating on
the tranche A debt is '1', indicating expectations for very high
(90%-100%) of recovery in the event of payment default," S&P said.

"The rating on Bankrate reflects our expectation that leverage
will remain moderate as the company continues to benefit from the
growth in online advertising," said Standard & Poor's credit
analyst Daniel Haines. "We consider the company's business risk
profile 'fair' (based on our criteria), reflecting its exposure to
the financial services industry, the highly competitive online
advertising market, and its acquisition-oriented growth strategy,
while also weighing its strong EBITDA margin. We view Bankrate's
financial risk profile as 'significant,' with the potential for
debt-financed acquisitions and shareholder-favoring transactions
tempering the benefit of moderate debt leverage."

"Our stable outlook reflects our expectation that Bankrate will
experience healthy growth over the medium term and that
acquisitions could increase debt leverage somewhat. We could lower
the rating if operating performance deteriorates, likely in
conjunction with increasing competition. We could consider an
upgrade over the longer term if the company can expand its revenue
base and maintain its good competitive position, high
profitability, and moderate debt leverage," S&P said.


BERNARD L. MADOFF: Customers Raise New Defenses in Lawsuits
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that customers of Bernard L. Madoff Investment Securities
LLC filed a 50-page brief raising new arguments and asking U.S.
District Judge Jed Rakoff to reverse an opinion he issued in
late April when he sided with the trustee and ruled that
fictional profits in an account statement can't be used to
offset the trustee's fraudulent transfer claims.

According to the report, the brief was filed on behalf of
customers in about 300 lawsuits that Rakoff is handling together.
The trustee will be filing his brief on July 25. The customers
will file reply papers on Aug. 8 in anticipation of oral argument
in Judge Rakoff's courtroom on Aug. 20.

Mr. Rochelle recounts that Judge Rakoff's April 30 opinion denied
customers' defenses in 84 cases based on the notion that
securities laws gave them the right to rely on account statements
although no securities in reality were ever purchased.  Judge
Rakoff told customers' lawyers in the 300 cases to raise new
theories not addressed in the April 30 opinion.

The customers, the report relates, responded with several
arguments they contend are "issues of first impression" giving
them the ability to fend off fraudulent transfer suits for taking
out more principal than they invested.  Among other arguments, the
customers contend they have the right to use claims for interest,
consequential damages, and lost opportunity costs to offset the
trustee's fraudulent transfer claims.

Mr. Rochelle notes that Judge Rakoff has ruled through a series of
opinions that customers in substance don't have defenses when sued
for fictional profits received within two years of bankruptcy.  In
the process, Judge Rakoff precluded trustee Irving Picard from
suing to recover profits going back six years from bankruptcy. The
issue of whether Judge Rakoff was wrong in limiting suits to two
years is going up on appeal to the U.S. Court of Appeals.

The mass cases are being handled by Rakoff 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.


BMB MUNAI: Swings to $139.2 Million Net Loss in Fiscal 2012
-----------------------------------------------------------
BMB Munai, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$139.21 million on $0 of revenue for the year ended March 31,
2012, compared with net income of $4.88 million on $0 of revenue
for the year ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed $41.42
million in total assets, $20.04 million in total liabilities, all
current, and $21.37 million in total shareholders' equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company will have no
continuing operations that result in positive cash flow, which
raises substantial doubt about its ability to continue as a going
concern.

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

                       http://is.gd/5kpcnk

                         About BMB Munai

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.


BROADCAST INTERNATIONAL: Files Amendment No. 2 to Form S-1
----------------------------------------------------------
Broadcast International, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 2 to THE Form S-1 relating to
the resale of up to 46,470,000 shares of the Company's common
stock owned by Gem Asset Management LC, Kingsbrook Opportunities
Master Fund LP, John & Lois Teerling, et al., including up to
18,270,000 shares of the Company's common stock upon exercise of
certain warrants held by the selling shareholders.

The Company will not receive any proceeds from the sale of the
common stock.  All proceeds from the sale of the common stock will
be paid to the selling shareholders.  The Company may, however,
receive proceeds from the exercise of the outstanding warrants.
If all of the warrants covered by this prospectus are exercised in
full, the Company will issue an aggregate of 18,270,000 shares of
the Company's common stock, and the Company may receive aggregate
proceeds of $6,394,500.

The Company's common stock is currently traded on the OTC Bulletin
Board under the symbol "BCST."   On April 2, 2012 the closing sale
price of the Company's common stock was $.35 per share.

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

                        http://is.gd/Gsxn1x

                  About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.

The Company's balance sheet at March 31, 2012, showed $4.52
million in total assets, $11.22 million in total liabilities and a
$6.69 million total stockholders' deficit.


CAZ INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: CAZ Investments LLC
        8281 Bolsa Ave
        Midway City, CA 92655

Bankruptcy Case No.: 12-17721

Chapter 11 Petition Date: June 22, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Catherine E. Bauer

Debtor's Counsel: Christian R. Juarez, Esq.
                  JUAREZ & ASSOCIATES
                  1506 Dalmatia Dr
                  San Pedro, CA 90732
                  Tel: (310) 567-1665

Scheduled Assets: $1,370,000

Scheduled Liabilities: $1,741,000

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

The petition was signed by Carol Pham, managing member.


CDC CORP: D. Crenshaw Substitutes as CDC Software Counsel
---------------------------------------------------------
John F. Isbell, Esq., counsel previously representing CDC Software
Corporation, notifies the U.S. Bankruptcy Court for the Northern
District of Georgia that David W. Crenshaw of the law firm of
Morris, Manning & Martin LLP, will substitute as counsel for CDC
Software.

Mr. Cranshaw will replace Mr. Isbell, Russell J. Rogers, Garrett
A. Nail and the law firm Thompson Hine LLP in the case.

Mr. Cranshaw can be reached at:

         Morris, Manning & Martin LLP
         1600 Atlanta Financial Center
         3343 Peachtree Road, NE
         Atlanta, GA 30326
         Tel: (404) 233-7000
         Fax: (404) 365-9532
         E-mail: dcranshaw@mmmlaw.com

All further pleadings, orders and notices must be sent to the
substitute counsel.

                          About CDC Corp.

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

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

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

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

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


CELL THERAPEUTICS: Files Form S-3, Registers 12.6MM Shares
----------------------------------------------------------
Cell Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 relating to the resale from time to
time of up to an aggregate of 12,605,042 shares of the Company's
common stock issued upon conversion of certain shares of preferred
stock by S*BIO Pte Ltd. and Onyx Pharmaceuticals, Inc., including
their respective transferees, donees, pledgees, assignees and
successors-in-interest. The shares of preferred stock were
originally issued by the Company in May 2012 in connection with
the closing of an asset acquisition.

The selling shareholders may offer and sell their shares in public
or private transactions, or both.  These sales may occur at fixed
prices, at market prices prevailing at the time of sale, at prices
related to prevailing market price, or at negotiated prices.

The Company's common stock is quoted on The NASDAQ Capital Market
and on the Mercato Telematico Azionario, or the "MTA", stock
market in Italy under the symbol "CTIC."  On June 22, 2012, the
last reported sale price of the Company'sr common stock on The
NASDAQ Capital Market was $0.62 per share.

A copy of the prospectus is available for free at:

                       http://is.gd/an4kd1

                     About Cell Therapeutics

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

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

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

                     Going Concern Doubt Raised

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

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

                        Bankruptcy Warning

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


CENTRAL FALLS, RI: State Receivership Cost Climbs
-------------------------------------------------
wpri.com reports that the price tag of the state receivership in
Central Falls has climbed to US$3.2 million.

State Revenue Director Rosemary Booth Gallogly said that's the
anticipated cost through the current fiscal year, according to
wpri.com.  The report notes that the state took over Central Falls
in 2010, and the appointed receiver filed for bankruptcy last
August.

wpri.com discloses that the state pays the costs of the
receivership up front but is seeking repayment from the city.

The report notes that a five-year recovery plan filed in U.S.
Bankruptcy Court defers the costs to later years.  Ms. Gallogly
says that's to give Central Falls time to stabilize and pay other
creditors.

wpri.com says that the city could exit bankruptcy in late summer
or early fall.

Some local elected officials and state legislators representing
Central Falls say the city can't afford to pay the costs, wpri.com
adds.

                      About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.

The receiver is negotiating new contracts with unions representing
city workers.  The receiver filed a proposed debt adjustment plan
for the city in September.  It won't affect bondholders.


CERIDIAN CORP: Moody' Rates New $720MM Senior Secured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Ceridian
Corporation's proposed $720 million of Senior Secured Notes due
2019 ("Secured Notes"). All other ratings, including the B3
corporate family rating (CFR), and the stable outlook remain
unchanged.

Proceeds of the new Secured Notes will repay about 40% of the $1.8
billion extended Term Loan B. Issuance of the Secured Notes is a
condition to extend the maturity of a portion of the Term Loan B
to May 2017. Moody's notes that Ceridian's total debt will not
change with the $720 million of Secured Notes, although the debt
scheduled to mature in 2014 would be $344 million as the net
result of these Secured Notes and extension of the Term Loan B
maturity.

"Nevertheless, Ceridian will still have $1.3 billion of debt
maturing in 2015," added Terry Dennehy, Senior Analyst at Moody's
Investors Service.

Ratings Rationale

Ceridian's B3 corporate family rating reflects Ceridian's high
financial leverage (with debt to EBITDA of over 8x) and weak
financial metrics compared to others also at the B3 rating level,
as well as a high level of cyclicality in both its human resources
and transportation card servicing (Comdata) businesses. Ceridian's
small scale relative to larger U.S. payroll processors with
greater financial resources is also factored into the ratings.
Nonetheless, Ceridian's business model provides for a relatively
predictable recurring revenue stream because of the long term
contracts.

The stable rating outlook reflects expectations that Ceridian will
continue to make progress in restructuring its remaining 2014 and
2015 debt maturities. In the near term, Moody's expects financial
leverage to remain high relative to other B3 rated companies, but
the rating agency expects this to improve over the intermediate
term due to increases in EBITDA. Ceridian's ratings could be
downgraded if Ceridian does not make meaningful progress in
restructuring the remaining 2014 and 2015 debt maturities and
progress toward increasing EBITDA such that the ratio of debt to
EBITDA (Moody's standard adjustments) declines to below 8x by the
end of 2013. The ratings could be upgraded if Ceridian
successfully restructures its debt maturities and Ceridian
achieves sustained growth in EBITDA such that Moody's expects that
the ratio of debt to EBITDA (Moody's standard adjustments) will be
sustained below 6x.

The following ratings have been assigned:

Senior Secured Notes due 2019: B1 (LGD-2, 26%)

Senior Secured Revolving Credit Facility due 2016: B1 (LGD-2,
26%)

Senior Secured Term Loan B due 2017: B1 (LGD-2, 26%)

The following ratings remain unchanged:

CFR: B3

PDR: B3

Senior Secured Revolving Credit Facility due 2014 (non-extended
tranche): B1 (LGD-2, 26%)

Senior Secured Term Loan B due 2014 (non-extended tranche): B1
(LGD-2, 26%)

Senior Notes due 2015: Caa2 (LGD-5, 82%)

Senior Toggle Notes due 2015: Caa2 (LGD-5, 82%)

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

Ceridian Corporation, based in Minneapolis, Minnesota, is a
services and transaction processing company operating in the human
resource, transportation, and retail markets. Moody's expects
Ceridian to generate about $1.5 billion in revenue in 2012.


CINRAM INTERNATIONAL: Chapter 15 and CCAA Case Summaries
--------------------------------------------------------
Chapter 15 Debtor: Cinram International Inc.
                   2255 Markham Road
                   Toronto, Onatario M1B-2W3
                   Canada

Chapter 15 Case No.: 12-11882

Affiliates that simultaneously filed Chapter 15 petitions:

        Debtor                        Case No.
        ------                        --------
Cinram (U.S.) Holdings Inc.           12-11883
Cinram, Inc.                          12-11884
IHC Corporation                       12-11885
Cinram Manufacturing LLC              12-11886
Cinram Distribution LLC               12-11887
Cinram Wireless LLC                   12-11888
Cinram Retail Services LLC            12-11889
One K Studios, LLC                    12-11890

Chapter 15 Petition Date: June 25, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin J. Carey

CCAA Debtors: Cinram International Inc., Cinram International
              Income Fund, CII Trust and subsidiaries

CCAA Filing Date: June 25, 2012

About the Debtors: Cinram International is one of the world's
                   largest independent manufacturers, replicators
                   and distributors of DVDs and audio CDs.

                   Cinram reached an agreement to sell
                   substantially all of its assets and operations
                   to Najafi Companies for $82.5 million.

                   To implement sale transactions, the Company has
                   filed for reorganization protection under the
                   Companies' Creditors Arrangements Act (Canada)
                   in the Ontario Superior Court. Concurrently
                   with that filing, Cinram's US subsidiaries
                   filed under Chapter 15 of the United States
                   Bankruptcy

Total Assets: $452.7 Million as of Dec. 31, 2011.

Total Debts: $527.8 Million as of Dec. 31, 2011.

Debtors'
Chapter 15
Counsel:          Pauline K. Morgan Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  E-mail: bankfilings@ycst.com

Monitor in
CCAA case:        FTI CONSULTING
                  TD Waterhouse Tower
                  79 Wellington Street West
                  Suite 2010, P.O. Box 104
                  Toronto, Ontario M5K 1G8
                  Pamela Luthra
                  E-mail: Cinram@fticonsulting.com
                  Toll Free: 1-855-718-5255
                  Local: 416-649-8096

Lawyers for
Cinram in the
CCAA case:        Robert J Chadwick, Esq.
                  Melaney J. Wagner, Esq.
                  Caroline Descours, Esq.
                  GOODSMAN LLP
                  Barristers & Solicitors
                  333 Bay Street, Suite 3400
                  Toronto, Canada M5H 2S7
                  Tel: (416) 979-2211
                  Fax: (416) 979-1234


CIRCUS AND ELDORADO: Taps Downey Brand as Nevada Counsel
--------------------------------------------------------
BankruptcyData.com reports that Circus and Eldorado Joint Venture
filed with the U.S. Bankruptcy Court a motion to retain Downey
Brand (Contact: Sallie B. Armstrong) as Nevada counsel at these
hourly rates: paralegal at $145 and partner at $375 to $410.

                     About Circus and Eldorado

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

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

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

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

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

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

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

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

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

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

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


CIRCUS AND ELDORADO: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Circus and Eldorado Joint Venture filed with the U.S. Bankruptcy
Court for the District of Nevada its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property             $190,641,124
  B. Personal Property          $74,008,676
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $153,339,309
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $710,944
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,703,237
                                 -----------      -----------
        TOTAL                   $264,649,800     $158,753,490

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

                     About Circus and Eldorado

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

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

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

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

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

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

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

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

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

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

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


COEUR D'ALENE: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Coeur
d'Alene Mines Corporation, including a corporate family rating of
B2, a probability of default rating of B2, and a B3 rating to the
company's proposed $350 million of guaranteed senior unsecured
notes. At the same time, Moody's assigned a speculative grade
liquidity rating of SGL-2. The outlook is stable.

Assignments:

  Issuer: Coeur d'Alene Mines Corporation

     Corporate Family Rating, Assigned B2

     Probability of Default Rating, Assigned B2

     Speculative Grade Liquidity Rating, Assigned SGL-2

     Senior Unsecured Regular Bond/Debenture, Assigned B3,
     73 - LGD5

Outlook Actions:

  Issuer: Coeur d'Alene Mines Corporation

     Outlook, Stable

Ratings Rationale

Coeur's B2 corporate family rating reflects its modest size and
high concentration in two mines, relatively short reserve life,
exposure to political risk in Bolivia, and uncertainties over
potential new investments that the company may make to boost its
reserves and productive capacity.

The company's properties consist of Kensington gold mine in
Alaska, Rochester silver and gold mine in Nevada, Palmarejo silver
and gold mine in Mexico, Endeavor silver mine in Australia, Martha
silver and gold mine in Argentina, San Bartolome silver mine in
Bolivia and 51% interest in Joaquin silver project in Argentina.
Most of the company's production comes from Palmarejo and San
Bartolome. Martha mine is at the end of its life and will not
contribute to production beyond first half of 2012. Joaquin
project is in early stages of development and will not contribute
to the company's production in Moody's rating horizon, or require
substantial capital investments in the next eighteen months.

With roughly 19.1 million ounces of silver and 220,000 ounces of
gold produced in 2011, Coeur represents a small portion of the
global supply of silver and gold. In addition, approximately 70%
of the company's silver production comes from its Palmarejo and
San Bartolome mines, increasing the risk that operational or
geological issues encountered at one of them would significantly
impact the company. That said, positive factors for the rating
include the company's diversification in two metals and production
stream from five operating mines in diverse locations.

At December 31, 2011, proven and probable reserves at currently
operating mines represented approximately twelve years of
production at current production levels. Given the relatively
short reserve lives at its existing mines, Coeur will need to
continue to be successful in development of its reserves to
maintain existing production levels. The ratings reflect the
uncertainties over the nature and extent of capital investments
that Coeur may make in the medium term to ensure adequate reserves
in the long term.

While Moody's acknowledges that the company has been able to
generate healthy margins in the twelve months ended December 31,
2011, this was in large part attributable to the run-up in gold
and silver prices, which are the price levels Moody's views as
unsustainable over the medium-term. The company's margins are less
favorable than some of its peers, and in a less favorable pricing
environment, the company could experience EBIT margin pressures.

Moody's also expects that in 2012 and 2013 the company will
experience declining production levels at Palmarejo and declining
silver recovery rates at San Bartolome, which could potentially
increase costs at Coeur's two largest operating mines. Declining
production volumes as the mines approach the end of their lives
also have the potential to pressure margins over medium term.

Although Moody's expects total metal production in 2012 to remain
fairly consistent with 2011, as a result of increasing silver
production from Rochester following mine expansion at the end of
2011, Moody's notes that this leach pad operation incurs high cash
costs and as such, could become uneconomic if silver prices
decline. Kensington gold mine, responsible for over 40% of the
company's gold production, is also relatively high cost, even
though at currently high gold prices, is expected to be
profitable. In November 2011, management instituted a six months
reduction in ore processing to implement several operating
efficiency improvement initiatives. As such, production levels are
expected to be suppressed and costs elevated in the first half of
2012, normalizing to the range of $900 - $1000 per ounce of gold
after that. High cost production at some of the mines further
increases the risk that the company's margins would experience
pressure in a less favorable price environment, and highlight the
need for the company to continue developing its reserves.

The fact that one of Coeur's largest mines, San Bartolome, is in
Bolivia, is a negative factor for the rating. Moody's considers
the event risk surrounding the government's attitude to
nationalization, revision of mining contracts and increasing
royalty payment requirements to be high. The government of Bolivia
has recently moved to nationalize a number of foreign assets, and
is in process of drafting a new mining law which may redefine the
structure of mining contracts in Bolivia. Any issues with property
nationalization or material limitations on the company's mining
operations could have a significant detrimental impact on the
company's results and would put negative pressure on the ratings,
given that San Bartolome is responsible for approximately quarter
of the company's revenues.

As noted above, Coeur's continued success is dependent on its
ability to develop its resources. That said, Moody's expects the
company to generate a reasonable amount of operating cash flows,
which, in conjunction with the revolving credit facility and
existing cash, should provide it with adequate liquidity to
support these requirements over the rating horizon.

SGL-2 rating reflects Moody's expectation that the company will
have good liquidity, pro-forma for the proposed issuance. As of
March 31, 2012, the company had $153 million in cash, which, pro-
forma for the issuance, is expected to be $418 million. The
company is also expected to enter into $100 million secured
revolver agreement, the entire amount of which is expected to be
available. The revolver is expected to contain financial
maintenance covenants, and Moody's expects the company to be in
compliance over the next twelve months.

The B3 rating on senior unsecured notes reflects their junior
position in the capital structure relative to the revolver.

The stable outlook reflects Moody's expectation that market
conditions and prices for precious metals over the next twelve to
fifteen months will remain favorable.

Going forward, the ratings could be lowered if Coeur experiences
any significant operational difficulties, its capital requirements
escalate, political risk increases, or if its liquidity position
deteriorates. A downgrade would be considered if Debt/ EBITDA, as
adjusted, is expected to exceed 5x on a sustainable basis, or if
(CFO - Dividends)/ Debt is expected to fall below 9%. Upward
rating pressure is limited at this time due to investments needed
to diversify company's operations and increase reserves. That
said, ratings could be upgraded once the company expands its
productive capacity and increases diversification with new mines
coming online.

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


COEUR D'ALENE: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' corporate
credit rating to Idaho-based Coeur d'Alene Mines Corp. The rating
outlook is stable.

"In addition, we have assigned our 'BB-' (one notch higher than
the corporate credit rating) issue-level rating to the company's
proposed $350 million senior unsecured notes due 2020. The
recovery rating is '2', indicating our expectation of a
substantial (70% to 90%) recovery for bondholders under our
default scenario. The ratings are based on preliminary terms and
conditions and are being sold pursuant to Rule 144a with
registration rights. The revolving credit facility is unrated,"
S&P said.

"The 'B+' corporate credit rating on Coeur d'Alene incorporates
our view of company's 'weak' business risk profile, characterized
by its exposure to volatile metals prices, high cost position,
limited mine diversity, relatively small size, and the risks of
being a primary silver producer, including that the majority of
silver supply comes as a byproduct of other mining activities,"
said Standard & Poor's credit analyst Gayle Bowerman. "The
'significant' financial risk profile reflects our view of the
company's recent strong cash flow generation, sound pro forma
credit metrics and adequate liquidity. Recent operating
performance and cash flow have benefited from unprecedented high
metals prices, increased volumes, and lower capital expenditures
as new mines have been completed," S&P said.

"Despite being the largest primary silver producer in the U.S.,
Coeur is a relatively small miner with six operating mines. The
company has doubled its annual silver production volumes and
significantly increased its gold production since 2006. Its assets
have relatively long mine lives, but each has faced significant
operating issues including regulatory troubles in Bolivia, labor
difficulties in Mexico, operating problems in Alaska, and a claims
dispute over reserves in Nevada. In addition, Coeur is party to a
royalty agreement which effectively precludes the company from
realizing the market value of half the gold produced at its highly
profitable Palmarejo mine. Moreover, we believe that Coeur is a
relatively high cost producer, placing it at a disadvantage to
peers, with all of its primary mines posting silver cash costs
above industry averages. In addition, the company's position as a
primary silver producer in an industry where most of the largest
suppliers mine silver as a byproduct introduces additional
uncertainty. In our view, byproduct producers are likely to
continue to mine silver as long as it remains economical to mine
their primary products, which include copper, gold, zinc, and
lead," S&P said.

"Although we expect good credit metrics and strong cash flow
generation while gold and silver prices remain high, we project
that metrics may deteriorate if prices were to return to
historical norms and that price swings will introduce volatility
into earnings, cash flow generation, and credit metrics over the
longer term. Silver prices are driven by demand for the metal for
industrial use and as a financial store of value. While industrial
demand is expected to grow as promising new markets for industrial
silver are emerging, the growth rate is likely to reflect the
overall growth of the global economy. Lastly, the financial
investment component inherent in both silver and gold prices
introduces significant volatility into Coeur's revenue and cash
flow stream, and current high prices are likely to return to
historical norms as the global economy strengthens," S&P said.

"The stable rating outlook reflects our view that metals prices
will remain high enough to support performance consistent with the
rating despite high operating costs and price volatility. Risks to
our forecast include the company's past operating difficulties and
cost escalation throughout the industry. We believe the company's
cost position may challenge its ability to remain profitable
should prices fall to historical levels," S&P said.

"We could take a negative rating action if market prices
experience greater-than-expected declines, if production at one of
the company's key mines is disrupted for an extended period, or if
the company's cash costs become uneconomic relative to market
prices. We could take a negative rating action if the company's
leverage were to rise above 4x and its FFO to debt were to fall
below 20%," S&P said.

"A positive action is less likely in the near term given our
assessment of the company's weak business risk. One could occur,
however, if the company further diversified its asset base and
achieved higher production volumes at costs in line with industry
levels to better manage its exposure to metals prices," S&P said.


COMPREHENSIVE CARE: Expects 2nd Straight Quarterly Profit
---------------------------------------------------------
Comprehensive Care Corporation expects to report a profit for the
second quarter of 2012, with revenues for the quarter of
approximately $18 million.  Revenues for the same quarter in 2011
were $18.6 million.  However, during that quarter, the Company
posted a loss of $4 million.

Commenting on the expected results for the quarter, Robert J.
Landis, CompCare's Chief Financial Officer, stated, "The Company
is particularly excited about our second quarter expected results
since, if realized, it will be the first time in many years that
the Company has been able to post a profit for two consecutive
quarters.  The improvement in results from the second quarter of
2011 to the second quarter of 2012, we believe, is primarily
attributable to our Pharmacy Management Program which is now
achieving traction and our cost reduction efforts to streamline
our internal systems.  Part of the shift in the pharmacy program
occurred from our establishing Company-owned clinics in areas
where we experience high patient utilization and cost.  The
clinics have the effect of reducing those costs and providing us
with a greater opportunity to directly service the needs of the
patients.  Based on our best current available information, for
example, the Company expects to realize a profit in its at-risk
pharmacy operations in April, and this trend continues in May
where preliminary numbers indicate an increase profit in the
Company's at-risk pharmacy operations.  While there can be no
assurances that this trend will continue or that there might not
be subsequent positive or negative adjustments to the April and
May results, the upward trend is what we were looking for since we
believe that it indicates the viability of the overall program.
Other aspects of the Pharmacy Management Program are in the
process of being implemented and will occur shortly."

Mr. Landis continued, "Another aspect of the Pharmacy Management
Program that contributed to a successful second quarter was the
signing of a Third Amendment (the "Amendment") to a material
agreement with one of our existing, at-risk pharmacy clients.  As
a result of the Amendment, the Company received a $2.2 million,
retroactive, cash adjustment to pharmacy prescriptions, which were
originally charged to the Company.  Additionally, the Amendment
shifts the financial responsibility for a significant number of
prescriptions from the Company to the client for the remainder of
2012.  We expect this financial responsibility shift to further
reduce the Company's pharmacy expenses throughout the year, and
although there can be no guarantees that these expectations will
be achieved, we expect the shift to further enhance the Company's
profitability in its pharmacy operations for the remainder of
2012."

"Additionally, we were able to implement administrative, cost-
saving measures that also contributed to a profitable second
quarter," Mr. Landis said.

On June 20, 2012, CompCare de Puerto Rico, Inc., a wholly-owned
subsidiary of Comprehensive Care, entered into a Third Amendment
to the original agreement with MSO of Puerto Rico, Inc., to
provide its health plan members mental health, substance abuse
treatment, and pharmacy management services.  Pursuant to the
Amendment, the parties agreed to revise their method of operations
and clarified their respective financial responsibilities for the
payment of certain prescriptions during the period May 1, 2012,
through Dec. 31, 2012, defined in the Amendment as the
"Collaboration Period" and thereafter, during the period defined
as the "Post-Collaboration Period."  The Company's financial
responsibility for psychotropic prescription drugs will be limited
to the costs of psychotropic drugs prescribed for current mental
health conditions.  The parties also agreed to settle, for $2.2
million, all Pharmacy Adjustments previously identified as they
relate to drugs which were not prescribed for mental health
conditions, which drugs were previously charged to the Company,
for all periods prior to April 1, 2012.  The $2.2 million was paid
to the Company's providers by MSO on behalf of the Company.  A
copy of the Amendment is available for free at http://is.gd/E4CetU

                     About Comprehensive Care

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

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

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

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


CORD BLOOD: Agrees to Pay BioCells Sellers $60,000 in 2012
----------------------------------------------------------
Cord Blood America, Inc., entered into an agreement with Sebastian
Nicolas Neuspiller, Diego Esteban Rissola, Jorge Alejandro Jurado,
Mauro Leonardo Bruno, and Alejandro Jorge Rico Douglas, from whom
the Company purchased its majority ownership interest in
Biocordcell Argentina S.A., an Argentine corporation, in 2010.

The Agreement operates as a settlement between the parties as to
the amount of compensation owed by the Company to BioCells as
"earn-out" compensation under the Stock Purchase Agreement entered
into between the parties on or around Sept. 20, 2010.  Under the
Stock Purchase Agreement, for the earn-out the Company could have
owed the Sellers up to $705,000 plus a sum equal to 20% of the
amount of BioCells Net Profit for fiscal year 2011 exceeding
$577,000.

The terms of the Agreement limit the cash payout to the sellers
during 2012 to $60,000.  Additionally, the Agreement provides for
future cash amounts, not to exceed $440,000, to be paid through
CBAI's percentage portion of dividends earned solely based on
BioCells' operating performance in 2012 and 2013.  This structure
should also reverse a portion of the previous accrual related to
the 2011 earn-out amount on the balance sheet booked for year
ending 2011, and negates any further balance sheet liability which
could have been recorded upwards of $455,000 if no such agreement
was reached.

"I am most pleased that the sellers of BioCells, through Diego
Rissola, President of BioCells, and Cord Blood America management
were not only able to reach an agreement on the final year of the
earn-out, but also use the extensive dialogue to strengthen
several components of the relationship that will leverage the two
entities in the years ahead," said Chairman and President Joseph
Vicente.

Mr. Vicente in addition said:

   * BioCells is a financially self sufficient operation.  It is
     important to note that CBAI has not invested any money into
     the working capital of BioCells since its acquisition in
     September 2010.  Additionally, BioCells carries no long term
     debt or loan balances on its balance sheet.  "We are at a
     point in our life cycle where each subsidiary and/or
     investment needs to demonstrate its financial independence;
     we hold out BioCells as a model of such achievement," Mr.
     Vicente said.

   * From 2009 to 2011, BioCells increased the number of new
     enrollments over 15% per annum, primarily through organic
     growth.  The company currently stores approximately 5,000
     umbilical cord blood samples for families at its facility
     headquartered in Buenos Aires, Argentina.

   * In addition to the already strong organic growth engine in
     Argentina, BioCells is fast establishing a footprint in other
     markets throughout South America.  In the last six months, it
     has added franchise operations in Brazil, Paraguay, Mexico
     and Panama.  It will take some time for this franchise model
     to bear results, but this new sales channel provides BioCells
     with an additional opportunity to expand quickly into these
     emerging markets and seize the front end of the growth curve.
     Key to this strategy of expansion is the co-branding of the
     CBAI name via the use of company trademarks with these
     franchises.

"It is exciting to see the ever increasing recognition by the
Latin American population of the value of storing stem cells.  We
believe our relationship with BioCells places us in a unique
position to continue to expand our knowledge and presence in South
America and Central America for this growing population, as we
also continue to expand our efforts in reaching the Hispanic
population in the United States," Mr. Vicente concluded.

                      About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

After auditing the 2011 results, Rose, Snyder & Jacobs, LLP, in
Encino, California, expressed substantial doubt substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
recurring operating losses, continues to consume cash in operating
activities, and has insufficient working capital and an
accumulated deficit at Dec. 31, 2011.

Cord Blood reported a net loss attributable to the Company of
$5.97 million in 2011, compared with a net loss attributable
to the Company of $8.09 million in 2010.

The Company's balance sheet at March 31, 2012, showed $7.41
million in total assets, $7.31 million in total liabilities and
$101,042 in total stockholders' equity.


CORDILLERA GOLF: Blames Small But Vocal Minority for Bankruptcy
---------------------------------------------------------------
Cordillera Golf Club, LLC filed for protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Case No. 12-11893) amid lower
membership rates and tensions with current members.

The Debtor owns an exclusive 730-acre four-course golf club at the
Cordillera resort community in Edwards, Colorado.  The club is
located at the 7,000-acre Cordillera development, which has 1,087
residential lots.  Non-equity club membership is open to community
residents.  The club has three golf courses, a Dave Pelz designed
short course, five swimming pools, and tennis courts.  The
membership plan provides that there will be no more than 1,085
golf memberships and up to 100 social memberships.  Half of all
property owners within Cordillera are club members.

David Wilhelm acquired 100% interest in the Debtor in 2009
following an arbitration that stemmed from revelations that the
then owners of the 70% interests had diverted funds away from the
Debtor's operations.

The Debtor estimated assets and debts of $10 million to $50
million as of the Chapter 11 filing.  Debt includes $12.7 million
owing to senior lender Alpine Bank.  Mr. Wilhelm is owed $7.5
million.  A June 1, 2012 appraisal by Chrysalis Valuation
Consultants, LLC values the Debtor's property at $33 million.

"This is a chance to reorganize and bring the Club back to its
prominence," Vail Daily quotes Dan Fitchett, the Cordillera Club's
chief executive officer, as saying.  "The court system will take
charge and help guide us through this process."

The Vail Daily report says the Wilhelms and some Cordillera Club
members have been locked in litigation for more than a year.  The
report relates the Wilhelm Family Partnership collected $8 million
in membership dues last year and paid themselves almost $1
million, while failing to open three Cordillera golf courses.  The
members say that violated the membership agreement.  The members
sued Mr. Wilhelm in a class action lawsuit, asking that the 2011
dues be repaid and that all the membership deposits be refunded.
It could total $108 million, the report adds.

                         Road to Bankruptcy

"Starting in August 2010, a small but vocal minority of current
and former Club members commenced tactical activities that, in the
Debtor's view, represents and orchestrated and pervasive pattern
of conduct and activities designed to create an environment that
the Debtor believes was intended to result in a below-market
transfer of ownership and control of the Cordillera club to those
current and former members," according to papers filed by the
Debtor in court.

Activities included inciting club members to resign in substantial
numbers and boycott the facilities.  The auctions resulted in a
decrease in annual dues and similar revenue.

The Debtor retained accounting firm of Ehrardt Keefe Steiner &
Hottman to conduct a forensic audit and debunk accusations that
the Debtor had diverted monies to other entities or purposes.

Nonetheless, the damage resulting from the small group's campaign
required the Debtor to dramatically cut back its planned
operations for 2011.

In May 2011, the club advised the members that the mass exodus of
members, coupled with certain members' apparent boycott of the
facilities, had severely and detrimentally impacted the club, and,
as a result, the club had no alternative but to open only one of
the four club facilities -- the Valley Club.  Later in 2011, the
decision was made to also open the Summit Course.  The Mountain
Course and the Short course were not opened in 2011.

Litigation is outstanding between the club and the sub-group of
club members.  The case turns upon a series of actions taken by
the club members in furtherance of an apparent strategy to
discredit the Debtor and incite resignations.  The first series of
depositions is scheduled to begin in the week of July 9, 2012.

                           Sec. 363 Sale

Due to its woes, the Debtor was unable to make the payment due to
Alpine Bank by June 26.  After considering alternatives, the
Debtor concluded that the most effective way to maximize the value
of its estates is to complete a prompt sale of one of its club
facilities -- the Mountain Course -- pursuant to Section 363 of
the Bankruptcy Code, subject to higher and better bids at a public
auction.

The Debtor has retained real estate consultant GA Keen Realty
Advisors, LLC, to assist the Debtor in conducting a robust
postpetition marketing process.

The Debtor has filed a motion to use cash derived from operating
the businesses claimed as collateral by Alpine and Mr. Wilhelm.

The Debtor has also filed motions to honor obligations to clients,
bar utilities from discontinuing service, designate Alfred H.
Siegel of Crowe Horwath, LLC as chief restructuring officer, and
Tap Rust Consulting/Bankruptcy as the claims and notice agent.

Judge Christopher Sontchi will convene a hearing on the first day
motions on June 29, 2012.


CORDILLERA GOLF: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cordillera Golf Club, LLC
          dba The Club at Cordillera
        97 Main Street, Suite E202
        Edwards, CO 81632

Bankruptcy Case No.: 12-11893

Chapter 11 Petition Date: June 26, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Christopher S. Sontchi

About the Debtor: The Club at Cordillera is one of the largest
                  exclusive golf communities in North America,
                  covering 12 square miles in the heart of
                  Colorado's Vail Valley, 120 miles west of
                  Denver.  The Club consists of three distinct 18-
                  hole golf courses, designed respectively by Jack
                  Nicklaus, Hale Irwin, and Tom Fazio, and a short
                  course designed by Dave Pelz.

Debtor's Counsel: Donald J. Bowman, Jr., Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  E-mail: bankfilings@ycst.com

                         - and ?

                  Joseph M. Barry, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  E-mail: bankfilings@ycst.com

Debtor's
Co-Counsel:       FOLEY & LARDNER LLP
                  402 West Broadway, Suite 2100
                  San Diego, CA 92101-3542
                  Tel: (619) 234-6655

Debtor's
Claims Agent:     OMNI MANAGEMENT GROUP LLC

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

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

The petition was signed by David A. Wilhelm, manager of CGH
Manager LLC, manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Rush Family Trust              Guaranty             $2,500,000
12348 High Bluff Drive, Suite 100
San Diego, CA 92130

Eagle County Treasurer             Personal Property       $66,249
P.O. Box 479                       Taxes
Eagle, CO 81631

Thomas Genshaft                    Legal Services          $64,344
39 Boomerang Road, Suite 8130
Aspen, CO 81611

Cox, Castle & Nicholson LLP        Legal Services          $55,988

Greenberg Traurig                  Legal Services          $49,631

Ceres Design & Arborscape LLC      Vendor                  $29,262

Collett Enterprises, Inc.          Utility ? Fuel          $27,622

Holy Cross Electric Assoc., Inc.   Utility                 $23,341

Winfield Solutions, LLC            Vendor                  $19,805

CVC Property Owners Assn.          Home Owners'            $18,721
                                   Association

LL Johnson Distrib. Co.            Vendor                  $18,697

Centurylink, Inc.                  Utility ? Telephone     $13,337

River Centre Development, LLC      Landlord                $11,098

U.S. Dept. of the Interior Bureau  Utility ? Water          $7,782
of Reclamation

Acushnet Company                   Vendor                   $7,282

Callaway Golf, Inc.                Vendor                   $7,163

Araphoe Pumping Systems            Vendor                   $6,038

Dickinson, Prud'Homme, Adams &     Legal Services           $5,558
Ingram, LLP

Taylor Made, Inc.                  Vendor                   $5,289

Colorado Motor Parts               Vendor                   $4,805


CYNERGY GROUP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Cynergy Group International, LLC
        4316 Marina City Drive, PH29
        Marina Del Rey, CA 90292

Bankruptcy Case No.: 12-31954

Chapter 11 Petition Date: June 25, 2012

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

Judge: Barry Russell

Debtor's Counsel: Moises S. Bardavid, Esq.
                  LAW OFFICES OF MOSES S. BARDAVID
                  16133 Ventura Blvd 7th Fl
                  Encino, CA 91436
                  Tel: (818) 377-7454
                  Fax: (818) 377-7455
                  E-mail: mbardavid@hotmail.com

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

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

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

The petition was signed by Mark Shehata, secretary.


DANCEHALL LLC: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Dancehall, LLC
                1313 Viewmont
                Niskayuna, NY 12309

Case Number: 12-11696

Involuntary Chapter 11 Petition Date: June 22, 2012

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Petitioner's Counsel: Peter A. Pastore, Esq.
                      MCNAMEE, LOCHNER, TITUS & WILLIAMS, PC
                      P.O. Box 459
                      677 Broadway
                      Albany, NY 12201-0459
                      Tel: (518) 447-3246
                      E-mail: pastorepa@mltw.com

Dancehall, LLC's petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Daniel J. Hogarty, Jr.   Loan                   $80,909
44 West Rd.,
Troy, NY 12180

Alexander Keeler         Loan                   $14,522
37 Old Niskayuna Rd.
Loudonville, NY 12211

James Clark              Loan                   $7,261
121 Ball Court
Menanda, NY 12203

James T. O'Hearn         Loan                   $14,522
5 Fenway Dr.
Loudonville, NY 12211

Michael Nahl             Loan                   $14,522
111 Woods Lane
Menands, NY 12204

Carl Florio              Loan                   $3,630
9 Hills Rd.
Loudonville, NY 12211

E. Stewart Jones, Jr.    Loan                   $2,074
46 Schuyler Rd.
Loudonville, NY 12211

John Murray              Loan                   $3,630
10 Naples Court
Troy, NY 12180

John Nigro               Loan                   $3,630
12 West Cobble Hill Rd.
Loudonville, NY

Daniel Nolan             Loan                   $12,343
35 Princess Lane
Loudonville, NY 12211

Peter E. Platt           Loan                   $3,630
8 Alfred Drive E.
Colonie, NY 12205-2912


DEWEY & LEBOEUF: Creditors Want to Pay Counsel $1,055 Per Hour
--------------------------------------------------------------
Linda Sandler at Bloomberg News reports that the official
committee of unsecured creditors of Dewey & LeBoeuf LLP has sought
permission from the U.S. Bankruptcy Court for the Southern
District of New York to pay their lawyer, Edward Weisfelner, who
runs the law firm Brown Rudnick LLP, $1,055 per hour.

The three-member committee has tapped Brown Rudnick as its
bankruptcy counsel.  Members of the creditors committee are
HireCounsel, Inta Boro Acres Inc., and Fidelity National Capital,
Inc.

                       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.


DUNDEE RESORT: Executive Denies Receivership Rumors
---------------------------------------------------
Bruce Erskine at Herald Business reports that Scott MacAulay,
chief executive officer of Cape Breton Resorts, which owns Dundee
Resort and Golf Club in Cape Breton, Nova Scotia, Canada, denied
rumors that the resort is in the brink of receivership.

Mr. MacAulay said staff levels at Dundee, which has been open for
more than a month, fluctuate to meet business requirements and
have been cut recently, according to Herald Business.

However, the report notes that Mr. MacAulay said that only makes
good business sense.  "It depends on the day. . . It varies," the
report quoted Mr. MacAulay as saying.

Cape Breton Resorts also owns the Inverary Resort in Baddeck, the
Glenghorm Beach Resort in Ingonish and the Bell Bay Golf Club in
Baddeck.  The company recently announced plans to build 20
fractional ownership units at the Dundee Resort.


EIG INVESTORS: Moody's Lowers Corp. Family Rating to 'B2'
---------------------------------------------------------
Moody's Investors Service downgraded EIG Investors Corp.'s
corporate family rating to B2 from B1 and affirmed the Company's
B2 probability of default rating as well as the B1 ratings for its
existing first lien secured credit facilities. Moody's also
assigned a B1 rating to EIG's proposed incremental first lien
credit facilities and a Caa1 rating to its $125 million of
proposed second lien term loans. The Company plans to use
approximately $210 million of net proceeds from the new credit
facilities and some cash on hand to finance the pending
acquisition of HostGator. The outlook for the ratings is stable.

The downgrade reflects Moody's expectation that EIG will continue
to be a consolidator in the web services industry and that the
Company will pursue aggressive financial policies to drive returns
for shareholders.

The acquisition of HostGator will enhance EIG's market position
and scale and the combined companies should produce strong free
cash flow relative to debt driven by organic subscriber growth and
synergies from the acquisition. However, Moody's lowered EIG's
ratings because of the increase in the Company's debt levels to
finance the acquisition, close on the heels of a series of
leveraging events over the past 12 months, including EIG's
leveraged buyout by its current sponsors, and the increases in
debt related to the purchase of minority equity interest and the
acquisition of Dotster.

At the close of the HostGator acquisition, EIG's pro forma
leverage (total debt to LTM 1Q 2012 cash flow from operations plus
interest), including synergies, is expected to be about 5.0x.
However, excluding synergies, leverage will be approximately 6.0x
and it could take 4 to 8 quarters to realize targeted cost savings
and achieve forecasted improvements in profitability. Moody's
believes that, absent another leveraging event, EIG's leverage
should decline to about 4.0x towards the end of 2013 from growth
in operating cash flow and as cash is applied toward mandatory
debt repayments. Nevertheless, according to Moody's analyst Raj
Joshi, "the downgrade incorporates the potential for re-leveraging
in the future as the Company's executes its strategy of growing
market share through acquisitions."

Rating Rationale

The B2 corporate family rating considers EIG's aggressive
financial policies and its high financial leverage, especially in
the context of the intensely competitive domain name and web
hosting services industry. The industry is characterized by the
commoditized nature of services, relatively few barriers to entry,
modest pricing power, and a fragmented and evolving market.

The B2 CFR is supported by EIG's sizeable prospective free cash
flow of at least 10% of its total debt in 2013, driven by organic
growth, economies of scale and the Company's high cash EBITDA
margins, pro forma for the acquisition of HostGator. The rating
benefits from EIG's leading position in the web hosting market
through its multiple brands, the rapidly growing market for web
services to small and medium size businesses, and the Company's
stable operating cash flow derived from a highly diversified
customer base with low subscriber churn rates.

The stable outlook reflects Moody's expectation that EIG will
produce free cash flow of at least 10% of total debt over the next
12 to 18 months, its organic net subscriber addition rates will
remain strong, and that it will maintain stable EBITDA margins. In
addition, Moody's expects the Company to achieve targeted cost
savings from the HostGator acquisition in the next 4 to 8
quarters.

Moody's could downgrade EIG's ratings if cash flow from operations
falls short of expectations as a result of increasing competition,
deterioration in customer churn rates, weak organic subscriber
growth, or challenges in business execution. More specifically,
EIG's ratings could be downgraded if the Company is unable to
sustain leverage (Total Debt/CFFO plus interest expense, Moody's
adjusted) below 6.5x or its free cash flow falls below 5% of total
debt.

Moody's could raise EIG's ratings if the Company maintains good
organic revenue and operating cash flow growth and if Moody's
believes that the Company will sustain leverage (Total Debt/CFFO
plus interest expense, Moody's adjusted) below 4.5x and free cash
flow to debt ratio of in excess of 10%.

Moody's has taken the following rating actions:

  Issuer: EIG Investors Corp.

     Corporate Family Rating -- Downgraded to B2 from B1

     Probability of Default Rating -- B2, affirmed

     $75 million (increased from $55 million) senior secured
     revolving credit facility due 2016 -- Affirmed B1, LGD 3
     (38%), LGD assessment changed from LGD3 (35%)

     $535 million senior secured 1st lien term loan facility due
     2018 -- Affirmed B1, LGD 3 (38%), LGD assessment changed
     from LGD3 (35%)

     $100 million incremental senior secured 1st lien term loan
     facility due 2018 -- Assigned B1, LGD3 (38%)

     $125 million senior secured 2nd lien term loan facility due
     2018 -- Assigned Caa1, LGD5 (87%)

Outlook: Stable

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

Headquartered in Burlington, MA, EIG provides web hosting and
other online services primarily to small and medium-sized
businesses. EIG is a successor entity to The Endurance
International Group which was acquired by private equity firms
Warburg Pincus and Goldman Sachs Capital Partners in December
2011.


ENGILITY CORP: Moody's Revises Corporate Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service has revised the ratings of Engility
Corporation (Engility, press release dated June 14, 2012) to
incorporate the lower debt level now planned in the capital
structure following the company's spin-out from L-3 Communications
Holdings, Inc. (L-3). The new beginning debt load consists of a
$335 million term loan instead of the previously planned $450
million ($200 million term loan and $250 million of unsecured
notes). The corporate family rating (CFR) has been revised to Ba3
from B1 reflecting greater credit resiliency expected from the 25%
lower beginning debt amount. Additionally, the rating on the
senior secured facility has been changed to Ba2 (one notch above
the CFR) from Ba1 (three notches above the CFR) due largely to the
elimination of the unsecured tranche. With the all bank debt
structure now planned and pursuant to Moody's Loss Given Default
Methodology, a 65% family recovery assumption has been applied
instead of 50% before, resulting in continuation of the previously
assigned B1 probability of default rating (PDR).

The ratings:

Corporate Family rating, to Ba3 from B1

Probability of Default rating, unchanged at B1

$50 million first-lien revolver due 2017, assigned at Ba2,
LGD2, 24%

$335 million first-lien term loan due 2017, assigned at Ba2,
LGD2, 24%

$100 million first-lien revolver due 2017, rating withdraw from
Ba1 LGD2 18%

$200 million first-lien term loan due 2017, rating withdraw from
Ba1 LGD2 18%

$250 million senior unsecured notes due 2019, rating withdrawn
from B2, LGD5, 75%

Speculative Grade Liquidity, to SGL-3 from SGL-2

Rating Outlook, Stable

Ratings Rationale

The Ba3 corporate family rating reflects expectation of debt to
EBITDA remaining below 4x with beginning leverage, proforma for
transaction, of about 2.6x on a Moody's adjusted basis. Engility's
revenues and margins will likely decline as U.S. troops prepare to
leave Afghanistan by 2014 and the tighter federal procurement
practices taking hold across the U.S. Department of Defense
continue pressuring margins. Although, revenue and margin pressure
will pose an operating headwind, the moderate beginning leverage
level provides a reasonably good buffer from which Engility can
execute its planned operational restructuring. The restructuring
should help lower the company's overhead and thereby boost its
ability to compete better, and the separation from L-3 will
eliminate organizational conflicts of interest that previously
precluded a broader set of bidding opportunities. Further, the
$335 million term loan will amortize at about $50 million per year
beginning in 2013, an amount which the company's cash flow
generation should be able to cover. While the challenging
environment for defense servicing contractors ahead and need for
growth as a public company could encourage Engility to pursue
acquisitions, the modest revolver size and the scheduled term loan
amortization pace suggest much greater emphasis on debt reduction
versus acquisition spending.

The speculative grade liquidity rating has been decreased to SGL-3
from SGL-2 due to decreased commitment size of the revolver (to
$50 million from $100 million) and the higher annual debt
amortization requirement (to $50 million from $20 million,
beginning in 2013).

The rating outlook is stable reflecting the prospect for enough
free cash flow generation to meet required annual debt
amortizations without much likelihood of revolver dependence. The
company should be able to maintain debt to EBITDA in the 3x to 4x
range, supportive of the Ba3.

The rating could be upgraded with backlog growth, expectation of
debt to EBITDA sustained below 3x, solid free cash flow generation
and good liquidity. Downward rating pressure would grow if debt to
EBITDA were to rise above 4x, covenant compliance headroom were to
become tight or if the annual rate of free cash flow generation
were to fall below $60 million.

The principal methodology used in rating Engility 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.

Following the spin-off from L-3 Communications Holdings, Inc. ("L-
3"), Engility Corporation, a provider of systems engineering
services, training, program management and operational support for
the U.S. Government worldwide, will be the main subsidiary of
Engility Holdings, Inc. Engility Holdings, Inc. had 2011 revenues
of $2 billion.


ENGILITY CORP: S&P Keeps 'BB+' Rating on $385M Sr. Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services' 'BB+' issue-level rating and
'1' recovery rating on Engility Corp. remain unchanged following
the company's announcement that it has upsized its proposed senior
secured credit facilities from $300 million to $385 million,
consisting of a $50 million revolver and a $335 million first-lien
term loan, both due in 2017. "At the same time, we withdrew our
'BB-' issue rating and '3' recovery rating on the company's
proposed $250 million senior unsecured notes offering, which it
has withdrawn," S&P said.

"Our 'BB-' corporate credit rating and stable outlook on Engility
remain unchanged. Standard & Poor's continues to view Engility's
financial risk profile as 'significant,' despite a somewhat lower
pro forma adjusted debt-to-EBITDA of 3.0x at the close of the
revised financing transaction, versus 3.8x leverage based on the
originally proposed financing terms. We expect revenues in 2012 to
be approximately $1.6 billion, a significant decline from $2.1
billion in 2011, primarily due to the continued decline in
contracts supporting the U.S. military operations in Iraq and
Afghanistan. We also anticipate lower profitability over the
intermediate term, with adjusted EBITDA margin declining from
approximately 10% in 2011 to the low-8% area in 2013, primarily as
a result of reduced higher margin business related to overseas
contingency missions, and customers' increasing preference to
migrate from higher margin time-and-material contract types to
lower margin cost-plus contracts," S&P said.

Engility is a provider of systems engineering services, training,
program management, and operational support for the U.S.
government worldwide. Its business is focused on supporting the
mission success of its customers by providing a full range of
engineering, technical, analytical, advisory, training, logistics,
and support services.

RATINGS LIST

Engility Corp.
Corporate Credit Rating       BB-/Stable/--
Senior Secured                BB+
   Recovery Rating             1

Ratings Withdrawn

Engility Corp.
                                To                From
Senior Unsecured nts           NR                BB-
   Recovery Rating              NR                3


EPICOR SOFTWARE: S&P Affirms 'B' CCR on Successful Merger
---------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Dublin, Calif.-based enterprise resource planning (ERP) provider
Epicor Software Corp. to stable from negative. "We affirmed our
ratings on the company and its debt issues, including our 'B'
corporate credit rating," S&P said.

"We revised our rating outlook to stable from negative due to the
successful integration of its merger with Activant, the continued
traction gained by the company's ERP solutions segment, and
modestly reduced leverage over the past year," said Standard &
Poor's credit analyst David Tsui.

"The rating on the Epicor reflects Standard & Poor's view of the
company's highly recurring revenue base from its ERP software
maintenance and services, but pro forma operating lease-adjusted
leverage that has been modestly reduced, to about 6.5x at March
31, 2012. We view the company's business risk profile as 'weak,'
primarily characterized by its competition with much larger and
more diversified software firms," S&P said.

"We view the company's financial risk profile as 'highly
leveraged,'" added Mr. Tsui, "but the company has good free
operating cash flow characteristics, which we estimate at about
$90 million for fiscal year ended Sept. 30, 2012."

"The outlook is stable, reflecting the successful integration of
Epicor and Activant and our expectations for modest organic
revenue and EBITDA growth over the near term. While not likely in
the coming year, we would consider an upgrade if organic revenue
growth accelerates, improving adjusted EBITDA margin above the
mid-20% area such that adjusted leverage declines to low-5x area,"
S&P said.

"If revenue declines or profitability deteriorates due to intense
competition or loss of leadership position in the midmarket ERP
market, resulting in adjusted leverage approaching the 8x area, we
could lower the rating," S&P said.


ESCOTO CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Escoto Construction Corp.
        6534 Clara Street
        Bell Gardens, CA 90201

Bankruptcy Case No.: 12-31810

Chapter 11 Petition Date: June 22, 2012

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Warren Nemiroff, Esq.
                  TDG LAW GROUP, APC
                  433 N Camden Dr #400
                  Beverly Hills, CA 90210
                  Tel: (310) 279-5282
                  Fax: (310) 550-7401

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-31810.pdf

The petition was signed by Martin Escoto, president.


FRANKLIN CREDIT: Combined Plan Hearing Scheduled for July 18
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a combined hearing on July 18, 2012, at 10 a.m., to
consider adequacy of the Disclosure Statement and confirmation of
Franklin Credit Holding Corporation's Chapter 11 Plan.
Objections, if any, are due seven days before the hearing.

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

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

Over the last several years, the Debtor and FCMC have been parties
to multiple restructuring agreements with their primary creditors
arising in an effort to address the challenges resulting from the
severe deterioration in the housing market and the nearly complete
shutdown of the mortgage credit market for borrowers without
excellent credit histories.

A copy of the Disclosure Statement is available for free at:

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

                   About Franklin Credit Holding

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

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

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

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

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

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

The Court has established July 18, 2012, as the hearing on the
adequacy of the Disclosure Statement.


FRANKLIN CREDIT: Section 341(a) Meeting Scheduled for July 11
-------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Franklin Credit Holding Corporation on July 11, 2012, at 2 p.m.
The meeting will be held at Suite 1401, One Newark Center.

Proofs of claim are due by Oct. 9.

                   About Franklin Credit Holding

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

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

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

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

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

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

The Court has established July 18, 2012, as the hearing on the
adequacy of the Disclosure Statement.


FRANKLIN CREDIT: Taps SNR Denton as Special Securities Counsel
--------------------------------------------------------------
Franklin Credit Holding Corporation asks the U.S. Bankruptcy Court
for the District of New Jersey for permission to employ SNR Denton
as special securities and corporate counsel.

SNR Denton has acted as the Debtor's corporate and SEC counsel and
is the best position to provide excellent and cost effective
corporate and SEC-related services.

SNR Denton will (a) advise the Debtor with respect to corporate
law matters; (b) represent the Debtor in corporate transactions;
and (c) represent the Debtor in connection with securities law
compliance.

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

                   About Franklin Credit Holding

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

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

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

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

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

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

The Court has established July 18, 2012, as the hearing on the
adequacy of the Disclosure Statement.


FULLER BRUSH: Taps FocalPoint Securities as Investment Banker
-------------------------------------------------------------
The Fuller Brush Company, Inc., et al., ask the U.S. Bankruptcy
Court Southern District of New York for permission to employ
FocalPoint Securities, LLC, as investment banker.

FocalPoint will, among other things:

   -- advise the Debtors in analyzing its strategic alternatives
      and structuring and effecting the financial aspects of any
      restructuring transaction;

   -- design the appropriate financial models, financial analysis,
      or marketing material necessary to initiate and effect any
      restructuring transaction, including analysis of the various
      alternatives and, the lenders and investors to be contracted
      for the restructuring transaction; and

   -- solicit interest from counterparties in any restructuring
      transaction.

FocalPoint's compensation structure includes:

   a. commencing as of March 30, 2012, whether or not a
      Restructuring Transaction is proposed or consummated, an
      advisory fee of $25,000 per month during the term hereof;

   b. a fee of $350,000, payable only upon the completion of a
      Restructuring Transaction;

   c. in the event that Fuller Brush pursues a Sale, a fee to be
      paid upon the closing of any sale.  The parties acknowledge
      that more than one sale transaction may be contemplated and
      the thresholds will be applied on a cumulative basis taking
      into account all such transactions.

        i. 2.5% of cumulative Transaction Value up to and
           including $15,000,000; plus

       ii. 5.0% of cumulative Transaction Value greater than
           $15,000,000 and up to and including $25,000,000; plus

      iii. 7.5% of cumulative Transaction Value in excess of
           $25,000,000.

   d. FocalPoint will credit 100% of the sale fee(s) against the
      Completion Fee; provided, that in no case will the
      Completion Fee be less than zero.  FocalPoint will also
      credit 100% of the Monthly Advisory Fees paid to FocalPoint
      up to $100,000, against the total fees payable to
      FocalPoint.

As of the Petition Date, FocalPoint did not hold a prepetition
claim against the Debtor for services rendered.

According to the case docket, access to transcript regarding the
May 4, 2012, hearing relating to the approval of FocalPoint's
employment will be restricted through Aug. 15, 2012.

                  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.


G. P. HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: G. P. Holdings, LLC
        217 N. East Ave.
        Fayetteville, AR 72701

Bankruptcy Case No.: 12-72443

Chapter 11 Petition Date: June 22, 2012

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: David G. Nixon, Esq.
                  NIXON LAW FIRM
                  2340 Green Acres Road, Ste. 12
                  Fayetteville, AR 72703
                  Tel: (479) 582-0020
                  Fax: (479) 582-0030
                  E-mail: david@nixonlaw.com

Scheduled Assets: $1,250,000

Scheduled Liabilities: $631,078

A copy of the Company's list of its five largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/arwb12-72443.pdf

The petition was signed by Gregory House member of Houses
Development.


GENERAL MARITIME: Issues 83,129 Common Shares to Houlihan
---------------------------------------------------------
Pursuant to (i) the Equity Purchase Agreement, dated as of
Dec. 15, 2011, and amended on March 26, 2012, by and among General
Maritime Corporation and Oaktree Principal Fund V, L.P., Oaktree
Principal Fund V (Parallel), L.P., Oaktree FF Investment Fund,
L.P. - Class A, and OCM Asia Principal Opportunities Fund, L.P.,
and (ii) the order of the Bankruptcy Court authorizing the Debtors
to enter into the Purchase Agreement, the Company is required to
reimburse Oaktree for certain advisory fees, including those of
Houlihan Lokey Capital, Inc., incurred in connection with the
Purchase Agreement, the Chapter 11 cases and certain related
matters.

On June 22, 2012, pursuant to a subscription agreement dated as of
June 19, 2012, the Company issued 83,129 shares of common stock,
par value $0.01 per share, of the Company to Houlihan, having an
agreed-upon value of $36.84 per share, or $3,062,472 in the
aggregate, which payment was deemed to be a reimbursement by the
Company of Oaktree, in accordance with the Purchase Agreement and
the Purchase Agreement Order, for certain fees (equal to
$3,062,472) owed to Houlihan.

                       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.


GEORGES MARCIANO: Sale of California Houses to Be Challenged
------------------------------------------------------------
The purchase of three Los Angeles properties that belong to
Georges Marciano, worth a total of over $40 million, will be
challenged following appeals submitted by the founder of Guess
Jeans.

Three judges at the California Court of Appeal reversed the
judgment of the trial judge, Elizabeth White, ruling the damages
obtained by Gary Iskowitz, Mr. Marciano's former accountant, to be
excessive.  The situation is likely to be the same for all the
other trial judgments rendered in the cases of Fahs et al.  These
appeals will be heard in the coming months.  If the appeals are
successful, the reversal of the judgments will, for all practical
purposes, nullify the reason for the forced sale of Mr. Marciano's
properties.

Mr. Marciano also intends to appeal any court-approved sales of
the properties and will seek an order to prevent the sales from
being consummated.

It will be recalled that on Dec. 8, 2011, the Hon. Mark Schrager
of the Superior Court of Quebec rejected the warrant and the
authorization to seize assets belonging to Mr. Marciano and to
third parties.  In his decision, the Hon. Justice Schrager pointed
out that the decisions made in California were not final, as they
were still before the Court of Appeal, and that no bankruptcy had
been filed under the Bankruptcy and Insolvency Act.  He ordered
the American trustee David Gottlieb to return to Mr. Marciano and
to the third parties involved all assets seized before judgment.

                        About Georges Marciano

Georges Marciano is the co-founder of the apparel company Guess?,
Inc. and an investor in various companies and real estate
ventures.  Three of the five former employees of Mr. Marciano,
who won a $370 million libel judgment against him in July 2009,
filed an involuntary chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 09-39630) against the Guess? Inc. co-founder on
Oct. 27 2009.  Mr. Marciano challenged the involuntary petition
for 14 months, and Judge Victoria S. Kaufman entered an order for
relief against Mr. Marciano on Dec. 29, 2010.


GRANITE DELLS: Plan Outline Hearing Scheduled for July 27
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on July 27, 2012, at 9 a.m. to consider adequacy of the
Disclosure Statement explaining Granite Dells Ranch Holdings,
LLC's Plan of Reorganization dated June 11, 2012.

According to the Disclosure Statement, the Plan provides for the
continuation of the management and development of the property --
approximately 15,000 acres in Yavapai County, Arizona, near the
city of Prescott.

The Plan also provides that the operations of the Reorganized
Debtor will be funded from revenues from mining and grazing
leases, sale of parcels of the property, loans from third parties,
and equity contributions made by participating investors and
holders of Interests that elect to contribute additional capital
and to participate.

Under the Plan, priority Claims will be paid in full on the
Effective Date or in installments over specified periods.  Secured
Claims will be paid in full, in installments over time and as
parcels of the property are sold.  Holders of Unsecured Claims
will receive installments payments over eight years from the
Unsecured Creditor Fund, to be funded by Debtor in the aggregate
amount of $5 million.  Holders of Investor Claims and holders of
equity interest will be provided an election to participate in the
funding of approximately $20 million over three years, to cover
payments to creditors and other anticipated costs of development
of the property.

The Interests of Equity Holders who do not choose to participate
in the funding of the Reorganized Debtor will be canceled and the
Equity Holders will receive nothing on account of their Interests.

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

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.


GUIDED THERAPEUTICS: Extends KM License Agreement for One Year
--------------------------------------------------------------
Guided Therapeutics, Inc., executed an agreement to extend its
existing license agreement with Konica Minolta Technology Center,
Inc., to co-develop a Barrett's Esophagus detection product for
one year, effective May 1, 2012.

Pursuant to the extension agreement, KM will pay the Company
$2.0 million in installments payable as follows: first payment of
$1.06 million due by June 30, 2012, or earlier; a second payment
of $310,000 due by July 31, 2012, or earlier; upon the attainment
of certain milestones, a third payment of $320,000 due by Oct. 31,
2012, or earlier; and, upon the attainment of certain milestones a
fourth payment of $310,000 due by Jan. 31, 2013 or earlier.

Guided Therapeutics will retain all rights to lung and biliary
cancer that were previously shared in the original agreement with
Konica Minolta Opto, Inc., dated April, 2009.

A copy of the Assigned Task Agreement is available for free at:

                       http://is.gd/iHnx82

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

                       http://is.gd/dqmsoJ

                     About Guided Therapeutics

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

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

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

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

                         Bankruptcy Warning

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


HALCON RESOURCES: S&P Gives 'B-' Corp. Credit Rating; Outlook Pos
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Houston, Texas-based Halc¢n Resources Corp. The
outlook is positive.

"At the same time, we assigned a 'CCC+' issue rating to Halc¢n's
proposed $500 million senior unsecured notes due 2020. We assigned
a '5' recovery rating to the notes, indicating our expectation of
modest (10% to 30%) recovery in the event of a payment default,"
S&P said.

"The ratings on Halcon reflect its small reserve and production
base, very aggressive capital spending plans that will require
significant external sources to fund, high current cost structure
and limited reserve replacement history," said Standard & Poor's
credit analyst Ben Tsocanos. "The ratings also reflect the
volatility and capital intensive nature of the oil and gas
industry. These weaknesses are adequately offset at the rating
level by an oil-weighted reserve profile, a well-regarded
management team, and extensive acreage holdings in multiple
onshore liquids-rich U.S. basins. Standard & Poor's characterizes
Halc¢n's business risk as 'vulnerable', its financial risk as
'highly-leveraged' and its liquidity as 'less than adequate.'"

Halcon plans to buy GeoResources Inc. for approximately $1 billion
and East Texas properties for approximately $500 million. The
company intends to use the proceeds from the note issuance to fund
a portion of the GeoResources purchase price. If the acquisition
does not close by Dec. 31, 2012, the notes will be repaid.

"Pro forma for the acquisitions, Halcon will have approximately 73
million barrels of oil equivalent (MBoe) of proved reserves and
daily production of approximately 14,550 barrels of oil equivalent
(Boe), which is comparable with similarly rated peers. Oil and
natural gas liquids account for 74% of reserves and 55% are
categorized as proved-developed, which we view as relatively
favorable characteristics. Halc¢n and GeoResources' combined
historical operating costs are high at $21 per boe (lease
operating expense and production tax) in the first quarter of
2012, reflecting the mature nature of a substantial portion of
their producing assets, which require artificial lift to produce.
We expect costs to improve as Halc¢n adds new production and that
its historically poor reserve replacement record will improve as
the company develops its extensive acreage holdings," S&P said.

"Halcon will derive about half of its pro forma production from
major liquids-rich resource plays that offer attractive growth
prospects: Bakken Shale in Montana and North Dakota, Austin Chalk
and Woodbine formation in Texas. Properties in the Eagle Ford
Shale will be divested following the GeoResources acquisition to
comply with management's non-competition agreement. The remaining
half of Halc¢n's pro forma production comes from conventional
assets located mainly in Texas, Louisiana and Oklahoma. We expect
the company to focus on optimizing production and reducing costs
at these relatively mature properties. Halc¢n also holds leases
for more than 700,000 net acres in more prospective areas
including the Wilcox, Mississippi Lime and Utica Shale formations
as well as areas where it has existing proved reserves and
production. Concerns about the level and source of capital
required to develop this enviable collection of properties are
reflected in the ratings on Halcon. The company's management,
including CEO Floyd C. Wilson, has an impressive record of
building E&P companies, which we regard as a positive for
attracting capital and talented personnel," S&P said.

"The positive outlook reflects the potential that we could raise
ratings if Halcon achieves ambitious cost reduction and production
growth targets while maintaining projected leverage under 5x debt
to EBITDA and improving liquidity. Meeting financial goals while
funding an aggressive capital spending program require that Halcon
obtain significant external funding. We could change the outlook
to stable if these sources do not materialize or if the company
cost reduction and production growth progress fall short of
Expectations," S&P said.


HAMPTON ROADS: Shareholders OK Issue of 135.7MM Common Shares
-------------------------------------------------------------
A special meeting of the shareholders of Hampton Roads Bankshares,
Inc., was held on June 25, 2012.  The shareholders approved the
issuance, including for purposes of NASDAQ Stock Market Rule 5635,
of up to 135,714,286 shares of the Company's common stock at $0.70
per share and related transactions, including the payment of $3
million in fees to certain investors.  The shareholders approved
an amendment to the Articles of Incorporation of the Company to
change the voting requirements for certain corporate transactions
and future amendments to the Articles of Incorporation and
amendments to the Company's 2011 Omnibus Incentive Plan.

                   About Hampton Roads Bankshares

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

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

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

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

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


HARRISBURG, PA: Sues to Wrest Financial Control From State
----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that the Harrisburg City
Council made its latest bid to regain control over the
Pennsylvania capital's perilous finances Tuesday, launching a
complaint in federal court that challenges the governor and the
appointed city receiver on constitutional grounds.

Bankruptcy Law360 relates that the suit claims Act 47 -- the law
empowering Gov. Thomas W. Corbett to declare a state of fiscal
emergency and appoint a special receiver to take charge of the
city's finances -- violates the plaintiffs' rights to due process
and equal protection under the 14th Amendment.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


IBIZA MERGER: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family ("CFR") and
Probability of Default ("PDR") ratings to Ibiza Merger Sub, Inc.
("New Intelligrated") as well as B1 and Caa1 ratings to the first
and second lien credit facilities respectively being arranged for
Permira funds' leveraged acquisition of Intelligrated, Inc. The
acquisition has a transaction value slightly more than $500
million and will involve $305 million of borrowed funds of which
approximately $112 million will be used to refinance existing
Intelligrated debt. The outlook is stable.

Intelligrated, Inc. (CFR/PDR of B1) announced earlier in June that
funds managed by Permira had reached an agreement to acquire the
company. Ibiza Merger Sub, Inc. is the entity created to fund the
acquisition. Upon closing of the purchase, Ibiza Merger Sub, Inc.
will be folded into Intelligrated, Inc. As Moody's currently
maintains ratings on existing Intelligrated's first lien debt,
"New Intelligrated" refers to the pro forma corporate structure
under Permira funds' ownership. Upon closing of the purchase,
existing Intelligrated, Inc. ratings would be withdrawn and,
shortly thereafter, the name of the rated issuer within Moody's
database will revert to Intelligrated, Inc.

Ratings Rationale

New Intelligrated's B2 Corporate Family and Probability of Default
ratings recognize the company's modest revenue size but strong
position within a relatively narrow niche. Regional and customer
concentration issues as well as ongoing cyclicality also influence
the ratings. Furthermore, the ratings incorporate a leveraged
capital structure, moderate coverage metrics for the rating
category and anticipation of sustainable free cash flow. Moody's
adjusted debt/EBITDA leverage will initially be close to 6 times,
but free cash flow will continue to benefit from relatively low
re-investment requirements for property, plant and equipment and
from net operating loss carry-forwards minimizing future tax
outlays. Still, the resultant level of fixed charges going forward
could limit flexibility should a cyclical downturn occur.

The company's volumes are driven by capital expenditure plans of
major North American retailers, consumer product manufacturers and
shipping/logistics providers. While a large portion of
Intelligrated's revenues are tied to the level of investment in
new and expanded warehouse and distribution facilities, an
increasing portion of the company's business is tied to projects
that can considerably improve the efficiency of existing
facilities. The bulk of Intelligrated's revenues come from new
equipment and systems sales. However, its business profile
includes an installed base of equipment, establishing a stream of
higher margin revenue from customer service, aftermarket parts and
license fees. Its backlog of orders strengthened over the last
twelve months and provides a degree of revenue visibility. While
overall EBITDA margins have increased, they are fairly modest but
have capacity to expand further as savings from cost reduction
actions are realized and as volumes expand.

The stable outlook considers prospects for single digit organic
revenue growth over the intermediate period along with steady-to-
increasing profitability and expectations of ongoing free cash
flow.

The ratings and outlook could experience upward pressure should
the company's scale increase, its margins appreciably strengthen
and resultant cash flows used to de-lever the balance sheet. Lower
customer concentration in the business model would also be viewed
favorably. Quantitatively this could include EBITA margins
consistently above 8% through the cycle, debt/EBITDA under 4
times, EBITA/interest at 2 times or higher, and FCF/debt sustained
above 7%. Negative pressure on the rating or outlook could develop
should prospects for new orders or Intelligrated's market share or
margins appreciably decline, leading to lower profitability and
slimmer coverage metrics. Debt/EBITDA above 6 times,
EBITA/interest less than 2 times or several quarters of negative
free cash flow could adversely impact the ratings.

The B1 (LGD-3, 35%) rating on the first lien facilities, one notch
above the underlying CFR recognize their senior status in the
liability waterfall as well as the benefits of a meaningful layer
of junior claims serving as a loss absorption cushion in downside
scenarios. The Caa1 (LGD-5, 83%) rating on the second lien, two
notches below the CFR, reflects its junior ranking to the first
lien claims which constitute the bulk of the liabilities included
in Moody's Loss Given Default assessment.

Ratings assigned:

Corporate Family, B2

Probability of Default, B2

$35 million first lien revolving credit, B1 (LGD-3, 35%)

$215 million first lien term loan, B1 (LGD-3, 35%)

$90 million second lien term loan, Caa1 (LGD-5, 83%)

The principal methodology used in rating New Intelligrated was the
Global Heavy Manufacturing Industry Methodology published in
November 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Intelligrated, Inc., headquartered in Mason, OH, manufactures high
speed automated material handling equipment and is currently owned
by affiliates of Gryphon Investors, Tudor Ventures, and members of
executive management. Annual revenues in 2011 were approximately
$435 million.


IDEAL CONCRETE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Ideal Concrete, Inc.
        2475 Waynoka Place
        Colorado Springs, CO 80915

Bankruptcy Case No.: 12-23345

Chapter 11 Petition Date: June 25, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

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

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

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

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

The petition was signed by Clarence Gianarelli, president.


INDIANAPOLIS DOWNS: Files First Amended Reorganization Plan
-----------------------------------------------------------
BankruptcyData.com reports that Indianapolis Downs filed with the
U.S. Bankruptcy Court a First Amended Joint Plan of Reorganization
and related Disclosure Statement.

"The Recapitalization set forth in the Plan will result in each
Holder of a Class 3 Claim receiving its Pro Rata Share of (i) all
of the New Second Lien Term Loan, or in the alternative, all of
the proceeds from the Alternative Second Lien Financing, (ii) 95%
of the New Unsecured PIK Term Loan issued and outstanding on the
Effective Date and (iii) 95% of the New Series A Warrants issued
and outstanding on the Effective Date.  Each Holder of a Class 4
Claim will receive (a) 5% of the New Unsecured PIK Term Loan
issued and outstanding on the Effective Date, (ii) 5% of the New
Series A Warrants issued and outstanding on the Effective Date and
(iii) 100% of the New Series B Warrants issued and outstanding on
the Effective Date. All of the DIP Claims, Administrative Claims,
and Priority Tax Claims will be paid in full as provided in the
Plan.  The Plan also provides that Other Priority Claims and Other
Secured Claims will be Unimpaired.  Holders of General Unsecured
Claims and Holders of Interests will receive no Distribution under
the Plan," according to the Disclosure Statement cited by
BankruptcyData.com.

                      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 UNION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: International Union of Operating Engineers,
        Local No. 501, AFL-CIO
        2405 West Third Street
        Los Angeles, CA 90057-1972

Bankruptcy Case No.: 12-31803

Chapter 11 Petition Date: June 22, 2012

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

Judge: Robert N. Kwan

Debtor's Counsel: Scott H. Yun, Esq.
                  STUTMAN, TREISTER & GLATT PROFESSIONAL CORP
                  1901 Ave of the Stars, Suite 1200
                  Los Angeles, CA 90067
                  Tel: (310) 228-5750
                  Fax: (310) 228-5788
                  E-mail: syun@stutman.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-31803.pdf

The petition was signed by Edward Curly, business manager.


JAMES RIVER: S&P Cuts Corp. Credit Rating to 'CCC+'; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Richmond, Va.-based James River Coal Co. to 'CCC+' from
'B-'. "We are removing the ratings from CreditWatch, where we
placed them with negative implications on Feb. 29, 2012. The
outlook is negative," S&P said.

"At the same time, we lowered our issue rating on the company's
$275 million senior unsecured notes to 'B-' from 'B'. The recovery
rating remains '2', indicating our expectation for a substantial
(70% to 90%) recovery in the event of payment default. We also
lowered our issue rating on the company's convertible notes to
'CCC-' from 'CCC'. The recovery rating on the convertible
notes remains '6', indicating our expectation for a negligible (0%
to 10%) recovery in the event of payment default," S&P said.

"The downgrade reflects our assessment that market demand for coal
has deteriorated such that we expect James River Coal's
performance will likely be materially lower than we previously
expected," said Standard & Poor's credit analyst Megan Johnston.
"We believe that a warmer-than-normal winter and natural gas
substitution have accelerated what we view as a sustained decline
in the economic viability of thermal coal produced in the Central
Appalachia (CAPP) basin. In addition, fewer production disruptions
in Australia and slowing demand in China and the eurozone have
caused metallurgical (met) coal prices to decline, further
pressuring James River Coal's performance. Based on our
expectation that coal markets will be weaker through 2013, we
believe that the company's liquidity is likely to deteriorate."

"As of May 2012, James River Coal had priced 8.6 million tons of
CAPP coal at an average price of about $95 per ton and 2.8 million
tons of Illinois Basin coal at about $44 per ton in 2012. In
addition, the company had sold about 600,000 tons of met coal that
it had not yet priced. For 2013, the company has priced 1.3
million tons of CAPP coal at $80 per ton and 2.1 million tons of
Illinois Basin coal at $45 per ton. Thermal coal production costs
in CAPP are about $70 to $80 per ton, which we believe are the
highest in the region," S&P said.

"As a result, our base case scenario anticipates that James River
Coal will generate about $100 million in adjusted EBITDA in 2012,
lower than the $170 million in EBITDA the company generated in
2011, because of lower prices and higher costs. As a result, debt
to EBITDA is likely to be 7x or higher by year end, and the
company is likely to burn cash. For 2013, Standard & Poor's
believes that high coal inventories and low natural gas prices are
likely to keep coal prices weak. In addition, export prices for
met coal are unlikely to be high enough to offset domestic
weakness, and port capacity is limited. Although met-coal markets
have improved since the first quarter, weak global steel demand
will likely keep prices from increasing significantly. Given that
James River has contracted a very small amount of tonnage in 2013,
EBITDA and liquidity are likely to decline further from 2012
levels," S&P said

"The corporate credit rating on James River Coal reflects what
Standard & Poor's considers to be the combination of the company's
'highly leveraged' financial risk and 'vulnerable' business risk,
characterized by the company's small size, high operating costs,
capital-intensive operations, and exposure to cyclical end
markets. In addition, James River Coal faces the challenges of
operating in the CAPP region, which is becoming increasingly
expensive and difficult to mine because of mature, thinning seams;
escalating costs; and stringent permitting and safety
regulations," S&P said.

"Coal demand is highly cyclical. With increased competition from
natural gas because of its greater supply, the swings in demand as
a result of the economy can be more significant than has
historically been the case. We remain concerned that CAPP coal
producers will continue to lose market share to the Powder River
Basin and Northern Appalachian coal-producing regions during the
next several years as output from the CAPP region continues to
shrink because of difficult operating conditions," S&P said.

"The negative rating outlook reflects our view that although the
company's liquidity is likely to remain sufficient to cover its
financial obligations over the near term, liquidity could become
strained barring an improvement in shipments and pricing in 2013.
It also takes into account the extremely difficult operating
environment for James River Coal as a relatively high cost
producer in the CAPP basin and our expectations the company will
burn cash and post debt to EBITDA of 7x or higher," S&P said.

"We could lower our rating if the company's liquidity
deteriorates, such that cash burn accelerates, and the cushion
narrows on the covenants that govern its credit facility. This
could occur if coal pricing remains weak into 2013," S&P said.

"A positive rating action is unlikely in the near term, given the
challenging operating conditions and weak demand for coal.
However, one could occur if market demand and pricing gained
significant positive momentum such that James River Coal would be
able to significantly increase its production, secure long-term
contracts at economic prices for its coal, and improve its
liquidity," S&P said.


KENAN ADVANTAGE: Moody's Affirms 'Ba3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Kenan
Advantage Group, Inc., which includes the Ba3 rating on its
amended Senior Secured Credit Facility, the Corporate Family
Rating of Ba3 and the Probability of Default Rating of B1. The
ratings outlook is stable.

Ratings Rationale

Kenan's credit facility has been amended primarily to increase its
size to cover recent and expected future acquisitions. The term
loan due 2016 has been increased to $450 million from $375 million
and the commitment under the delayed draw term loan due 2016 has
been increased to $150 million from $125 million. The size of the
revolving credit facility remains unchanged at $100 million, but
the termination date has been extended one year to 2016. Proceeds
from the increased term loan facility will be used to repay
borrowings outstanding under the current $125 million delayed draw
term loan facility, cover fees and expenses and to increase the
company's cash balance.

The ratings considers Kenan's leading position as a provider of
liquid bulk transportation services and logistics to the fuels,
chemical and food markets with nationwide service, and the
relative stability of earnings and cash flow that the company has
experienced throughout the economic cycle. The Ba3 Corporate
Family Rating also takes into consideration the sizeable, but
manageable, amount of debt that the company carries resulting from
its June 2010 acquisition by Goldman Sachs Capital Partners and
Centerbridge Partners and the subsequent almost $50 million of
increases via amendments to cover acquisitions. With $450 million
of funded debt on close, Moody's estimates pro forma LTM March
2012 Debt to EBITDA of 4.0x, which is in line with the rating, and
EBIT to Interest coverage of approximately 1.7x, which is somewhat
low for the rating. It is expected that these metrics will show
improvement through 2012 driven by modest demand growth that is
anticipated for the company's fuel and chemical distribution
businesses.

The ratings however are constrained by the company's acquisitive
nature. The company has grown in size (revenue of over $1 billion
LTM March 2012 compared to $672 million in 2009) and geographic
breadth over the past few years primarily through the purchase of
other operators. The latest series of acquisitions, which have
been primarily debt-funded, demonstrates the company's willingness
to undertake leveraged acquisitions on a frequent basis. Although
Kenan has demonstrated the capability to integrate smaller
regional operations that it had acquired in the past, this growth
model will continue to add an element of risk to the company's
credit profile going forward. Moreover, Moody's views the
replenishment and increased size of the delayed-draw term loan
available to Kenan as an indication that the company intends to
pursue potentially sizeable acquisitions going forward and will
likely continue to make use of additional debt to partially fund
such acquisitions.

The stable rating outlook reflects Moody's expectations that Kenan
Advantage's credit profile will slowly strengthen as the company
integrates recent acquisitions and benefits from freight demand
growth through 2012. The stable outlook also assumes that, to the
extent the company does make use of the delayed draw term loan for
acquisitions, such purchases represent companies or assets that
can relatively quickly and smoothly be integrated into the
company's operations and contribute cash flow and operating income
at approximately the same rate as the current businesses, thereby
minimizing deterioration in Kenan's credit metrics.

Ratings or their outlook could be revised downward if market
conditions were to substantially deteriorate over the near term,
or if the company were to undertake a large leveraged acquisition
involving an undue level of additional debt. Ratings could be
lowered if Debt to EBITDA were to exceed 4.5x, if EBIT to Interest
remains below 1.8x, or if availability under the revolving credit
facility were to diminish due to high usage or covenant
restrictions. Ratings could be adjusted upward if, after taking
into account acquisitions, the company could demonstrate improving
margins and reduction of debt through use of free cash flow. EBIT
to Interest would need to exceed 3x with Debt to EBITDA sustained
below 3.5x to warrant an upgrade to a CFR of Ba2.

Kenan Advantage Group, Inc., headquartered in North Canton, OH, is
a provider of liquid bulk transportation services and logistics to
the fuels, chemical and food markets.


KRONOS INC: S&P Keeps 'B' Corporate Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Chelmsford, Mass.-
based Kronos Inc.'s extended and incremental first-lien credit
facilities its 'B' bank loan rating and a recovery rating of '3'.
The '3' recovery rating indicates expectations for meaningful
(50%-70%) recovery of principal in the event of payment default.

"In addition, we assigned Kronos' extended second-lien credit
facilities a 'CCC+' bank loan rating with a recovery rating of
'6'. The '6' recovery rating indicates expectations for negligible
(0%-10%) recovery of principal in the event of payment default,"
S&P said.

"Our 'B' corporate credit rating on the company remains unchanged.
The outlook is stable," S&P said.

"The rating on Kronos reflects the company's focus on workforce
management, a niche segment in the $6.4 billion human capital
management market, and high leverage," explained Standard & Poor's
credit analyst Jacob Schlanger. Sufficient free cash flow and
fairly predictable revenue generation partially offset those
factors.

With the additional debt financing for the $551 million
shareholder distribution, leverage rose to 5.9x in December 2011
compared with the year-end September 2011 level of 4.6x. Cash on
hand funded $202 million of the dividend, and the remainder came
from the additional credit facility. As of March 30, 2012 leverage
was 5.9x.

"We do expect that ongoing predictable earnings and strong cash
flows will lower this ratio gradually,' added Mr. Schlanger.

"The stable outlook reflects our expectation that leverage will
gradually decline from current levels, reflecting continued EBIDA
growth. We could raise the rating if the company can lower
leverage to no more than 5x on a sustained basis. Alternatively,
we could lower the rating if a loss of customer accounts,
competitive margin pressures, or aggressive debt-financed
shareholder dividends result in leverage rising to more than 7x,"
S&P said.


LA PROMENADE: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: La Promenade Villas, LLC
        3085 24th St., Ste. 201
        San Francisco, CA 94110

Bankruptcy Case No.: 12-11732

Chapter 11 Petition Date: June 24, 2012

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: John H. MacConaghy, Esq.
                  MACCONAGHY AND BARNIER PLC
                  645 1st St. W #D
                  Sonoma, CA 95476
                  Tel: (707) 935-3205
                  E-mail: macclaw@macbarlaw.com

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

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

A copy of the Company's list of its 12 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/canb12-11732.pdf

The petition was signed by Vladimir Abramov, managing member.


LENNY DYKSTRA: Enters Plea Agreement in Bankruptcy-Fraud Case
-------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that former New York
Mets outfielder Lenny Dykstra, who was accused of bankruptcy fraud
after he sold items from his $18 million mansion during a freeze
on his property, reached a plea agreement with federal prosecutors
Tuesday.

Bankruptcy Law360 relates that the terms of the deal were not
available Tuesday, as the document, filed in Los Angeles federal
court, was sealed.  A spokesman for the U.S. Attorney's Office for
the Central District of California said there is no date set for a
plea change and declined to comment further.

                         About Lenny Dykstra

Lenny Dykstra is a former Major League Baseball all-star player.
He was center fielder for the New York Mets and Philadelphia
Phillies.  He filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills,
California.  The Law Office of M. Jonathan Hayes, in Northridge,
California, represents the Debtor.  The Debtor estimated up to
$50,000 in assets and $10 million to $50 million in debts in his
Chapter 11 petition.

A Chapter 11 trustee was appointed in September 2009, and the case
was converted to a liquidation in Chapter 7 on November 20, 2009.
The trustee -- Arturo M. Cisneros -- was investigating the
disposition of personal property both before and after the Chapter
11 filing.

In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee
following issues with his failing to disclose the extent of his
business with J.P. Morgan Chase & Co., which happens to be largest
creditor in Mr. Dykstra's case.


LIGHTSQUARED INC: 'LP' Lenders Object to Cost Allocations
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that some secured lenders to LightSquared Inc. are
questioning how the expenses of the Chapter 11 case should be
allocated between the company and affiliate LightSquared LP.
Some of the so-called LP lenders disagree with the idea of
charging 80% of costs to LP under the proposed financing
agreement.  They are owed $1.7 billion from a secured borrowing in
October 2010 by LightSquared LP.

According to the report, the LP lenders noted in their court
filing that the company says LP is "wildly solvent."
Consequently, they contend expenses should be charged to
LightSquared Inc. or its shareholders.

Mr. Rochelle relates that there will be a hearing today, June 28,
in U.S. Bankruptcy Court in Manhattan for interim approval of a
$30 million credit to help finance the Chapter 11 effort. The LP
lenders aren't opposing interim approval of financing. The new
facility is being provided by the so-called Inc. lenders owed
$322.3 million.  LightSquared already has approval to use incoming
cash representing collateral for both the Inc. lenders and the LP
lenders.

                        About LightSquared

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

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

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

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

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

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

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

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

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


LSP MADISON: Moody's Affirms 'Ba2' Rating on New $800MM Sec. Loan
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating on the
proposed $800 million senior secured term loan B due June 2019, to
be issued by LSP Madison Funding, LLC. The rating outlook for LSP
Madison Funding remains stable.

Ratings Rationale

The rating affirmation considers the issuer's decision to increase
the size of the facility by $50 million to $800 million due to
market demand. Moody's notes that the increased facility size (a
6.7% increase) will cause some diminution in the credit metrics
for LSP Madison Funding, but that it was not considered to be
material enough to cause a change in the rating outcome.

The other proposed change to the structure of the term loan
involved a reduction in the sale disposition amount of Cherokee, a
98MW gas-fired combined cycle QF facility in South Carolina, from
$40MM to $20MM by June 30th, 2013. The disposition amount would be
$40MM until December 30, 2012; $25MM until June 30, 2013; and
$20MM thereafter. Moody's views this change to be slightly
negative, but not material enough to change the Ba2 rating
outcome.

On June 11, 2012, Moody's issued a press release assigning a Ba2
rating on LSP Madison Funding's then proposed $750 million senior
secured term loan.

LSP Madison Funding is a holding company created by LS Power for
the purposes of recapitalizing a portion of its generation
business. These assets were acquired in four transactions
beginning in 2009. The assets are held in the LS Power's Fund II,
an approximate $3.1 billion fund. In aggregate between its Funds,
LS Power has acquired and operated over 18,000 MW of power
generation assets in aggregate.

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


MAINLINE EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mainline Equipment, Inc.
        dba Consolidated Repair Group
        20917 Higgins Court
        Torrance, CA 90501

Bankruptcy Case No.: 12-31956

Chapter 11 Petition Date: June 25, 2012

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

Judge: Julia W. Brand

Debtor's Counsel: Robert I. Brayer, Esq.
                  HABERBUSH FEINBERG LLP
                  444 W Ocean Blvd Ste. 1400
                  Long Beach, CA 90802
                  Tel: (562) 435-3456
                  Fax: (562) 435-6335
                  E-mail: rbrayer@lbinsolvency.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-31956.pdf

The petition was signed by Jennifer PeGan, CFO.


MARIANA RETIREMENT FUND: Retiree Files $378K Admin. Expense Claim
-----------------------------------------------------------------
Marianas Variety reports that retiree John Angello filed a motion
for administrative expenses at the District Court for the NMI
claiming $378,010 from the trust.  According to the report, based
on his computation, Mr. Angello is asking $27,000 for every year
for the next 14 years of his remaining life expectancy plus $10 in
administrative cost for filing the motion.  Mr. Angello said he
filed the request after U.S. Bankruptcy Judge Robert J. Faris said
in his memorandum of decision that any party who wish to assert an
administrative expense to file an appropriate motion or
application no later than June 29.  According to the report, Mr.
Angello said he wants his share before the attorneys "gorged
themselves with wanton and excessive fees for filing needless
claims and counter claims and useless Chapter 11 bankruptcy
petitions and subsequent motions to explain why they file needless
petitions and claims and motions explaining prior motions to keep
the litigious meter running."

The report notes lawyers have sought the payment of roughly
$1.2 million in fees to be deposited into an escrow account.  This
does not include the already disbursed and expended advance
retainer of $250,000 to Brown Rudnick LLP and $20,000 to The Law
Office of Braddock J. Huesman.

                     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.

U.S. Bankruptcy Judge Robert J. Faris held a hearing on June 1,
2012, where he said from the bench that the fund isn't eligible
for Chapter 11 because it's an agent of the commonwealth
government.  The judge, however, said he won't formally dismiss
the case until July or August.


MARIANA RETIREMENT FUND: Can Continue Paying Benefits
-----------------------------------------------------
Marianas Variety reports that U.S. Bankruptcy Judge Robert J.
Faris granted the NMI Retirement Fund's revised motion for
continued payment of benefits.

According to the report, Judge Faris noted that there were no
objections from other parties.  Judge Faris asked the Fund's
lawyers to prepare a proposed order for the court's approval.
Aside from the Fund's counsel, also present in the hearing were
Curtis Ching of the U.S. Trustee's office and Creditors
Committee's counsel Don Jeffrey Gelber.

The report notes the Fund on June 19 filed a motion seeking the
Court's authorization for continued payment of benefits, saying
its interim funding subsidiary, the Pension Holdings Corp., was
already depleted.  The subsidiary was pre-funded with two months
of full pension and two months of health and life insurance
premiums.  That subsidiary account has now been exhausted with the
issuance of benefits payments on June 15, leaving the Fund no
longer able to satisfy its semi-monthly payment obligations.

The report notes the Fund sought the Court's approval to grant the
pension agency limited authority to resume benefits payments
beginning with the July 1 payment until the written order is
entered.

According to the report, the Fund also filed a motion in Court
stating its intent to sell an 868 sq. m. San Vicente property for
$125,000.

                     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.

U.S. Bankruptcy Judge Robert J. Faris held a hearing on June 1,
2012, where he said from the bench that the fund isn't eligible
for Chapter 11 because it's an agent of the commonwealth
government.  The judge, however, said he won't formally dismiss
the case until July or August.


MARIANA RETIREMENT FUND: Member Wants Court to Deny Lawyers' Fees
-----------------------------------------------------------------
Marianas Variety reports that a member of the NMI Retirement Fund
defined benefit plan is asking the Court to deny the request for
payment of professionals.  According to the report, the lawyer
previously engaged in the Jane Roe and John Roe case in the
district court, David L. Price, sent a letter to U.S. Bankruptcy
Judge Robert J. Faris on June 26 asking him to reject the request
made by the lawyers for the court to pay the professionals.

The report relates Mr. Price told Judge Faris that he is concerned
with the amount set aside to pay certain professionals in the
Fund's bankruptcy case.  Mr. Price pointed to the amounts claimed
by Jeremy Coffey and the law firm of Brown and Rudnick over
$750,000.

The report also relates Mr. Price said the decision to file for
bankruptcy should have been reviewed by attorneys disinterested in
the outcome.  He also pointed out that majority of his readings --
with the exception of a law school professor -- concluded that the
Fund is a governmental unit and is ineligible to file for Chapter
11.  "Any competent, independent attorney would have reached the
same decision and saved the NMIRF and its beneficiaries a very
large sum of money," Mr. Price said in his letter.

According to the report, Mr. Price still maintains that the
retirees' best shot at collecting from the government is to join
the federal lawsuit now being handled by Attorneys Bruce
Jorgensen, Margery Bronster, Robert Hatch and Stephen Woodruff.

                     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.

U.S. Bankruptcy Judge Robert J. Faris held a hearing on June 1,
2012, where he said from the bench that the fund isn't eligible
for Chapter 11 because it's an agent of the commonwealth
government.  The judge, however, said he won't formally dismiss
the case until July or August.


MCCLATCHY COMPANY: Maturity of BOA Credit Extended to 2015
----------------------------------------------------------
The McClatchy Company, on June 22, 2012, entered into a Second
Amended and Restated Credit Agreement, among the Company, the
lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent and L/C Issuer, and JPMorgan Chase Bank,
N.A., as Syndication Agent.  The Second Amended Credit Agreement
amends and restates in its entirety the Amended and Restated
Credit Agreement entered into as of Feb. 11, 2010, among the
Company, the lenders from time to time party thereto, Bank of
America, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer, JP Morgan Chase Bank, N.A., as Syndication Agent, and Banc
of America Securities LLC and J.P. Morgan Securities Inc., as
Joint Lead Arrangers and Joint Book Managers.

Under the Second Amended Credit Agreement, certain lenders agreed
to extend the maturity of their commitments to Jan. 31, 2015.  The
commitments of the lenders who chose not to extend the term of
their commitments were reduced to zero and any indebtedness and
fees owed to those lenders pursuant to the Original Credit
Agreement paid upon the effectiveness of the Second Amended Credit
Agreement.

Pursuant to the Second Amended Credit Agreement, the commitments
under the credit facility will only be available for the issuance
of standby letters of credit in an aggregate amount of up to $36.1
million.  The Company can request the issuance of letters of
credit until Jan. 24, 2015.

In addition, the Second Amended Credit Agreement modified the
Original Credit Agreement by (i) removing the requirement for
mandatory prepayments of loans with any excess cash, (ii)
modifying the limitation on the Company's ability to declare and
pay cash dividends or repurchase equity interests by permitting
those payments or repurchases so long as they are permitted under
the indenture governing the Company's 11.50% Senior Secured Notes
due Feb. 15, 2017, and (iii) reducing the minimum liquidity
covenant to maintenance of not less than $10.0 million of cash and
cash equivalents as of the end of each fiscal quarter.

In connection with the Second Amended Credit Agreement, the
Company paid amendment fees to the extending lenders, as well as
arrangement fees and facility fees.

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

                        http://is.gd/34ytT4

                   About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at March 25, 2012, showed
$2.91 billion in total assets, $2.74 billion in total liabilities
and $173.68 million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.


MOUNTAIN PROVINCE: Plan of Arrangement Has July 5 Record Date
-------------------------------------------------------------
Mountain Province Diamonds Inc. has established July 5, 2012, as
the record date in respect of its plan of arrangement.  The
Effective Date has been set as July 6, 2012.  Subject to final
approval of the TSX Venture Exchange, it is anticipated that the
shares of Kennady Diamonds Inc. will commence regular trading on
the TSX-V on July 10, 2012.

Mountain Province will transfer the Kennady North property and
working capital of C$3M to Kennady Diamonds and distribute the
shares of Kennady Diamonds to Mountain Province shareholders on
the basis of one Kennady Diamonds share for every five shares of
Mountain Province held by shareholders.

Mountain Province shareholders voted in favor of the special
resolution on April 25, 2012, approving the Arrangement.  The
Court issued a final order approving the Arrangement on April 30,
2012.  The Arrangement also received conditional approval of the
Toronto Stock Exchange on May 25, 2012.  The TSX-V conditionally
approved the listing of the Kennady Diamonds shares on June 8,
2012.

No action is required by Mountain Province shareholders in order
to receive shares of Kennady Diamonds, and Mountain Province
shareholders will retain their Mountain Province share
certificates.  Shareholders entitled to receive Kennady Diamonds'
shares will receive evidence of the electronic registration of
ownership of the Kennady Diamonds shares under the Direct
Registration System adopted by the Transfer Agent, as soon as
practicable following the Effective Date.

Once Kennady Diamonds is listed on the TSX-V, the company intends
to pursue a listing on the OTCQX in the United States.

Investors are encouraged to consult with their financial advisors
regarding the specific implications of buying or selling shares of
Mountain Province on or before the record date of July 5, 2012.

                       About Mountain Province

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

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

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

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


NAVISTAR INTERNATIONAL: Mark Rachesky Owns 13.6% of Shares
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mark H. Rachesky, M.D., and his affiliates
disclosed that, as of June 21, 2012, they beneficially own
9,335,837 shares of common stock of Navistar International
Corporation representing 13.6% of the shares outstanding.  A copy
of the filing is available at http://is.gd/uFCQKs

                   About Navistar International

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

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

                           *     *     *

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

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

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

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


NEDAK ETHANOL: T. Shane Named Principal Financial Officer
---------------------------------------------------------
Tim Borer resigned from his positions as Principal Financial
Officer, Principal Accounting Officer, Secretary and Treasurer of
NEDAK Ethanol, LLC.  Mr. Borer will continue to serve as a member
of the Company's Board of Directors and his current term provides
that he will serve as a director until the Company's 2015 Annual
Meeting of Members.  Mr. Borer's resignation from his officer
positions was effective June 20, 2012, and was not a result of any
disagreement with the Company relating to its operations, policies
or practices.

On June 20, 2012, the Board of Directors appointed Todd Shane to
serve as the Company's Principal Financial Officer, Principal
Accounting Officer, Secretary and Treasurer.  Mr. Shane has served
as a director of the Company since 2005 and he is currently
serving as a member of the Company's Board of Directors until the
Company's 2013 Annual Meeting of Members.  Mr. Shane has been a
farmer and rancher with HBK Land & Cattle Co. since 1985 and is
the brother of Kirk Shane, a member of the Company's Board of
Directors currently serving as a director until the Company's 2013
Annual Meeting of Members.  Mr. Shane did not enter into any
agreements or arrangements with the Company in connection with his
appointment to the officer positions.

During the fiscal year ended Dec. 31, 2011, Mr. Shane sold grain
to the Company for the aggregate amount of $108,187.  All grains
purchased by the Company from directors and officers, including
the grains purchased from Mr. Shane, were at market prices, in
accordance with the Company's Related Party Policy.  The Company's
Related Party Policy excludes from the definition of "Related
Party Transaction" any transaction involving purchases of grain
and sales of distillers grains by the Company from or to a
director if that purchase or sale is at the posted price or the
price generally offered by the Company to non-director grain
producers and cattle feeders.

At that annual meeting of members held on June 20, 2012, the
members elected Timothy Borer, Steve Dennis, Jeff Lieswald and
Kenneth Osborne to the Board of Directors to hold office until the
2015 Annual Meeting of Members.

                        About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.

NEDAK Ethanol reported a net loss of $781,940 on $152.11 million
of revenue in 2011, compared with a net loss of $2.08 million on
$94.77 million of revenue in 2010.

The Company's balance sheet at March 31, 2012, showed
$73.42 million in total assets, $33.68 million in total
liabilities, $10.80 million in preferred units Class B, and
$28.93 million in total members' equity.

                 Amends Agreement with AgCountry

In February 2007, the Company entered into a master credit
agreement with AgCountry Farm Credit Services FCA regarding a
senior secured credit facility.  As of Dec. 31, 2010, and
throughout 2011, the Company was in violation of several loan
covenants required under the original credit agreement and
therefore, the Company was in default under the credit agreement.
However, the Company entered into a forbearance agreement with
AgCountry which remained effective until June 30, 2011.  This
default resulted in all debt under the original credit agreement
being classified as current liabilities effective as of Dec. 31,
2010.  The loan covenants under the original credit agreement
included requirements for minimum working capital of $6,000,000,
minimum current ratio of 1.20:1.00, minimum tangible net worth of
$41,000,000, minimum owners' equity ratio of 50%, and a minimum
fixed charge coverage ratio of 1.25:1.00, and also included
restrictions on distributions and capital expenditures.

On Dec. 31, 2011, the Company and AgCountry entered into an
amended and restated master credit agreement pursuant to which the
parties agreed to restructure and re-document the loans and other
credit facilities provided by AgCountry.

Under the amended agreement, the Company is required to make level
monthly principal payments of $356,164 through Feb. 1, 2018.
Beginning on Sept. 30, 2012, and the last day of the first,
second, and third quarters thereafter, the Senior Lender will make
a 100% cash flow sweep of the Company's operating cash balances in
excess of $3,600,000 to be applied to the principal balance.  In
addition, the Company is required to make monthly interest
payments at the one month LIBOR plus 5.5%, but not less than 6.0%.
The interest rate was 6.0% as of Dec. 31, 2011.  In addition to
the monthly scheduled payments, the Company made a special
principal payment in the amount of $7,105,272 on Dec. 31, 2011.
As of Dec. 31, 2011, and 2010, the Company had $26,000,000 and
$38,026,321 outstanding on the loan, respectively.


NEW ENGLAND BUILDING: Richardson Whitman Okayed as Special Counsel
------------------------------------------------------------------
New England Building Materials LLC sought and obtained approval
from the U.S. Bankruptcy Court to employ the firm Richardson,
Whitman, Large and Badger and Thomas R. McKeon, Esq., as special
legal counsel.

Prior to the Petition Date, the Debtor employed Richardson Whitman
to assist with the placement and maintenance of mechanics liens,
as well as related collections efforts.  As of the Petition Date,
Richardson Whitman was representing the Debtor in several
collection matters.

Mr. McKeon attests that Richardson Whitman is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Richardson Whitman is owed $11,861 by the Debtor for legal
services rendered prior to the Filing Date; this claim is
unsecured.  Richardson Whitman does not believe that the
Prepetition Claim constitutes an interest adverse to the Debtor
with respect to the matters on which Richardson Whitman is to be
employed.

The Debtor concurs with this assessment and believes that the
existence of the Prepetition Claim will in no way prevent
Richardson Whitman from providing unbiased and professional legal
services to the Debtor to the best of Richardson Whitman's
abilities.  Aside from the Prepetition Claim, to best of the
Debtor's knowledge, Richardson Whitman has no connection with the
Debtor, its creditors, or any other party in interest, or their
respective attorneys and accountants, the United States Trustee,
or any person employed in the United States Trustee's Office.

The firm's rates are:

    Professional                          Rates
    ------------                          -----
  Thomas R. McKeon                      $220/hour
  Joseph L. Cahoon Jr.                  $180/hour
  Michelle Seacord                       $90/hour

             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: Court OKs Spinglass as Financial Advisor
--------------------------------------------------------------
The Official Creditors Committee of New England Building Materials
LLC, fka Lavalley Lumber Company LLC, sought and obtained approval
from the U.S. Bankruptcy Court to retain Spinglass Management
Group, LLC as a financial advisor.

Mark F. Stickney, Managing Member of Spinglass, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

In accordance with D. Me. LBR 2014-3 and subject to approval by
the Bankruptcy Court's approval, Spinglass will be paid its
customary hourly rates in effect from time to time.

            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: Court Approves Marcus Clegg as Counsel
------------------------------------------------------------
New England Building Materials LLC, fka Lavalley Lumber Company
LLC, sought and obtained approval from the U.S. Bankruptcy Court
to employ Marcus, Clegg & Mistretta, P.A. as counsel.

The firm's rates are:

         Personnel               Rates
         ---------               -----
         George J. Marcus         $500
         Jennie L. Clegg          $330
         David C. Johnson         $260
         Allison M. McLaughlin    $175

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

           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: Warren Brodie Approved as Special Counsel
---------------------------------------------------------------
New England Building Materials LLC, fka Lavalley Lumber Company
LLC, sought and obtained approval from the U.S. Bankruptcy Court
to employ Warren H. Brodie, Esq., John G. Gallager, Esq., and the
Law Offices of Warren H. Brodie, P.C. as special counsel.

The base hourly rate charged by the Special Counsel is $185.  In
addition, Brodie agreed to additional retention terms designed to
incentivize prompt and efficient collection efforts to support the
Debtor's reorganization efforts:

     A. For any collection actions, including mechanic's liens
asserted on behalf of the Debtor that do not go to suit, where the
amount recovered in a particular matter is greater than 50% of the
face value of the amount sought to be collected in that very same
matter, then Special Counsel will be entitled to a $65 per hour
premium, for a total hourly rate of $250;

     B. For each new matter, the Debtor and Special Counsel shall
agree, before collection efforts commence, on the face value of
the amount sought to be collected; and

     C. For pre-existing matters, the Debtor and Special Counsel
shall agree on the face value of the amount sought to be collected
before collection efforts continue.

Brodie is owed $12,523.75 by the Debtor for legal services
rendered prior to the Filing Date; this claim is unsecured.
Brodie does not believe that this Pre-Petition Claim constitutes
an interest adverse to the Debtor with respect to the matters on
which Special Counsel is to be employed. The Debtor concurs with
this assessment and believes that the existence of the Pre-
Petition Claim will in no way prevent Special Counsel from
providing unbiased and professional legal services to the Debtor
to the best of Special Counsel's abilities.

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

           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: Creditors File Motion to Prosecute Certain Claims
---------------------------------------------------------------
BankruptcyData.com reports that NewPage's official committee of
unsecured creditors filed with the U.S. Bankruptcy Court a motion
for an order authorizing the committee to commence and prosecute
certain claims on behalf of the Debtors' estates against (a)
Cerberus Operations and Advisory Company and Cerberus Capital
Management and Wilmington Trust Company.

According to the committee, immediately prior to filing Chapter
11, NewPage paid to Cerberus more than $2 million of fees and
expenses accrued under an advisory agreement, and during the year
prior to the bankruptcy filing, NewPage paid another $1 million to
Cerberus for purported management fees.

The Committee asserts, "These payments to Cerberus are avoidable
as preferential and/or fraudulent transfers. The Committee has
requested that the Debtors seek the return of these payments. The
Debtors, however, have thrown up delay after delay, and ultimately
failed to respond to the Committee's demands. Since these are
colorable causes of action that would, if successful, benefit the
estates, the Committee is requesting that the Court grant it
standing to commence and prosecute causes of action to avoid these
payments to Cerberus."

                        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.


NORTHSTAR AEROSPACE: Versa Seeks Info on Rival's Bid
----------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that planning a bid for
Northstar Aerospace (USA) Inc., Versa Capital Management demanded
details on Tuesday about a rival private equity firm's $70 million
offer for the helicopter parts manufacturer.

In an objection filed in Delaware bankruptcy court, Versa said
that Wynnchurch Capital Ltd.'s stalking horse bid for Northstar
USA and its Canadian parent appears to be predicated on modified
contracts with the debtors' top customer, Boeing Co., but the
terms of the new deal have not been disclosed, according to
Bankruptcy Law360.

                      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.

Judge Mary F. Walrath oversees the case.  Attorneys at SNR Denton
US LLP and Bayard, P.A. serve as counsel to the Debtors.  Logan &
Co. Inc. serves as 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.  Roughly
60% of the assets and business are with the U.S. debtors.


OLD REPUBLIC: Fitch Puts Rating on $550-Mil. Sr. Notes at 'BB-'
---------------------------------------------------------------
Fitch Ratings has revised the Rating Watch status for Old Republic
International Corporation (ORI) and its insurance company
subsidiaries to Negative from Positive, following the company's
announcement to withdraw the spin-off of Republic Financial
Indemnity Group, Inc. (RFIG).

Fitch had most recently placed the ratings on Rating Watch
Positive on March 23, 2012 after ORI's announced plan to spin off
of its wholly owned subsidiary, RFIG.  RFIG was formed to combine
ORI's troubled mortgage insurance unit and its consumer credit
indemnity (CCI) lines.  The spin-off was withdrawn due to what
management reported as 'objections raised by certain
stakeholders.'

A successful spin-off would have mitigated Fitch's concern
regarding a potential subsidiary collateral covenant breach under
ORI's debt obligations and eliminated any future cash drain
related to RFIG.  ORI's debt is subject to acceleration if any of
its significant subsidiaries experience bankruptcy, insolvency,
rehabilitation or reorganization.

Renewed uncertainty regarding the ultimate long-term solution for
the mortgage insurance business, as well as the renewed potential
for a debt covenant breach, supports the latest Fitch rating
action.

On Jan. 30, 2012, Fitch had downgraded ORI's senior debt rating by
three notches and placed the ratings on Rating Watch Negative when
the agency's concerns first surfaced as to a possible future
covenant breach.  The action effectively returns the Rating Watch
status to that in effect prior to the March 2012 RFIG formation
announcement.

Fitch has placed the following ratings on Rating Watch Negative:

Old Republic International Corp.

  -- IDR 'BB';
  -- $550 million 3.75% senior notes due March 15, 2018 'BB-'.

Bituminous Casualty Corp.
Bituminous Fire & Marine Insurance Co.
Great West Casualty Co.
Old Republic Insurance Co.
Old Republic Lloyds of Texas
Old Republic General Insurance Co.
Old Republic Surety Co.
Manufacturers Alliance Insurance Co.
Pennsylvania Manufacturers' Association Insurance Co.
Pennsylvania Manufacturers Indemnity Co.
American Guaranty Title Insurance Co.
Mississippi Valley Title Insurance Co.
Old Republic National Title Insurance Co.

  -- Insurer Financial Strength 'A-'.


OMEGA NAVIGATION: Has Until Aug. 3 to File Plan of Reorganization
-----------------------------------------------------------------
The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the
Southern District of Texas signed a fourth amended agreed
scheduling order on order to show cause and agreed order extending
the exclusive period of Baytown Navigation Inc., et al.

The agreement provides for, among other things:

   1. HSH Nordbank, AG, as senior facilities agent, the senior
lenders, White & Case LLP, the junior lenders, and the Official
Committee of Unsecured Creditors will file their respective
responses and briefs to the show cause order by July 2, 2012.

   2. The Debtors may file a response to the briefs of the
Responding Parties on or before July 9.

   3. The Responding Parties may file any briefs responding to the
brief of the Debtors on or before July 16.

   4. The Court will set a hearing on the order to show cause
by separate order.

   5. The exclusive period during which only the Debtors may file
a plan of reorganization is extended to Aug. 3, 2012.  If the
Debtors file plans of reorganization by Aug. 3, 2012, then the
period under which only the Debtors may solicit votes on the plans
is extended to Oct. 4, 2012.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas in
the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


PHOENIX COS: Improvement in GAAP Cues Fitch to Affirm 'B' Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Phoenix Companies, Inc.'s (PNX) 'B'
holding company Issuer Default Rating (IDR) with a Positive
Outlook.  At the same time, Fitch has affirmed the 'BB+' Insurer
Financial Strength (IFS) ratings of the group's primary insurance
subsidiaries with a Stable Outlook.

These rating actions reflect continued improvement in PNX's GAAP
interest coverage as well as good investment results, adequate
statutory capitalization and stable financial leverage.

PNX's debt servicing capabilities improved substantially in 2011,
and GAAP coverage continued to strengthen in the first quarter of
2012.  GAAP EBIT coverage was 3.1x and 2.5 times (x) as of March
31, 2012 and Dec. 31, 2011 respectively compared to about 0.6x in
2010.  Statutory interest coverage is 3.6x in 2012 based on
maximum dividend capacity of $72 million in 2012 and holding
company interest expense of $20 million.

PNX's financial leverage ratio (FLR) remains well within
expectations for the rating level at 31% and 28% as March 31, 2012
and Dec. 31, 2011.  The increase in the first quarter was due to
lower equity related to the new DAC accounting rules.  There was
no increase in debt.  The group's total financing and commitments
ratio remains at about 0.4x.

PNX's surplus notes in relation to total adjusted capital (TAC)
was 18% at year-end and as of March 31, 2012 compared to Fitch's
maximum guideline of 15%.  For this reason, the surplus notes are
rated one notch below standard notching.

Fitch views Phoenix's statutory capitalization as adequate.  A
significant improvement in 2011 was due in large part to the
reinsurance of one-third of the closed block, which resulted in a
53-point increase in the risk-based capital (RBC) ratio.  The RBC
was 363% as of Dec. 31, 2011, in line with expectations.  The RBC
is estimated at 371% as of March 31, 2012.

First quarter 2012 statutory earnings improved compared to first
quarter 2011 due to a reduction in the policyholder dividend scale
and general improvement in policy profitability.  Fitch notes the
heightened sales levels of annuity products over the past five
quarters and believes the company will need to balance top line
growth against growing statutory earnings and capital, which in
turn affects the company's ability to pay dividends.

Credit-related investment impairments increased modestly in the
first quarter, although the trend has generally been favorable.
Derivative mark-to-market movements were the biggest component of
realized gains and losses in the first quarter.  Gross unrealized
losses in the fixed income portfolio declined in the first
quarter, and the portfolio was in a net unrealized gain position
of over $600 million as of March 31, 2012.

Fitch's concerns include an underfunded pension liability of $187
million at year-end 2011 and the holding company's need to make
annual contributions to keep it 80% funded.  Phoenix contributed
$25 million and $17 million to the pension plan in 2010 and 2011
respectively, and is expected to contribute $16 million in 2012.
There is also a supplemental plan with $141 million in unfunded
obligations as of year-end 2011. The company would have to fully
fund the supplemental plans under any change of control.

The holding company IDR could be upgraded one notch based on the
following triggers:

  -- GAAP interest coverage of 3x or greater on a sustained basis;
  -- Financial leverage maintained at or below 25%;
  -- Statutory coverage of holding company interest expense
     maintained at or above 3x;

The surplus note rating could be upgraded one notch to standard
notching if the ratio of surplus notes to TAC declines to 15% or
lower;

Other upgrade triggers include:

  -- GAAP ROE at or above 5%;
  -- Sustained statutory capital generation resulting in an RBC
     position at or above 350%.
  -- No significant deterioration in the funded status of the
     pension liability.

The key rating drivers that could result in a downgrade include:

  -- An RBC position below 200%;
  -- Investment losses higher than anticipated, particularly
     within the structured portfolio;
  -- Financial leverage above 30%.
  -- Significant deterioration in the funded status of the pension
     liability

PNX is a life and annuity insurance holding company and ultimate
parent of Phoenix Life Insurance Company and PHL Variable
Insurance Company.  It is headquartered in Hartford, Connecticut.
PNX had $22 billion in GAAP assets and $948 billion in equity as
of March 31, 2012.

Fitch affirms the following rating with a Positive Outlook:

Phoenix Companies, Inc

  -- IDR at 'B'.

Fitch affirms the following ratings with a Stable Outlook:

Phoenix Life Insurance Company

  -- IFS at 'BB+';
  -- IDR at 'BB';
  -- $174 million Surplus note 7.15% due Dec. 2034 at 'B+'.

PHL Variable Insurance Company

  -- IFS at 'BB+'.


PINNACLE AIRLINES: Colgan Crash Victims Seek Punitive Damages
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that three years before Pinnacle Airlines Corp. filed for
Chapter 11 protection, its Colgan Air Inc. flight 3407 crashed
near Clarence Center, New York, on Feb. 12, 2009 during an ice
storm.  The crash has been blamed on crew fatigue, pilot error,
inclement weather and inadequate training.  Ensuing lawsuits were
halted by Pinnacle's filing for bankruptcy reorganization.
Pinnacle and the victims' families are now fighting over whether
the lawsuits can continue and on what terms.

Mr. Rochelle relates that Colgan offered to allow the suits to go
forward seeking punitive damages, so long as the plaintiffs would
collect only from insurance. The plaintiffs refused the offer,
seeking to have punitive damages assessed against the bankrupt
company in the event insurance was exhausted or not available.

The airline, according to the Bloomberg report, was due in
bankruptcy court June 27 opposing the plaintiffs' request for
modification of the so-called automatic stay allowing the suits to
go ahead seeking punitive damages.  Colgan argues that punitive
damage awards could be "among the largest unsecured claims in
these cases" if not payable by insurance companies.  The
plaintiffs also want the judge to require Colgan to turn the
insurance policies over to them.  Colgan allowed some suits to go
ahead and settled when the plaintiffs agreed to collect only from
insurance.

                      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.


RG STEEL: Kurtzman Carson OK'd to Provide Administrative Services
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
WP Steel Venture LLC, et al., to employ Kurtzman Carson
Consultants LLC to provide administrative services.

As reported in the Troubled Company Reporter on June 6, 2012, the
Debtors also won bankruptcy court permission to employ KCC as
their claims and noticing agent.

In the 90 days prior to the Petition Date, KCC also received
retainers and payments totaling $27,268 for services performed for
the Debtors.

Albert Kass, vice president of Corporate Restructuring Services at
KCC, attests that his firm is a "disinterested person" as that
term is defined in 11 U.S.C. Sec. 101(14).

Kurtto file schedules of assets and liabilities and statements of
financial affairs.  The Debtors requested an extension through
July 30.

                         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.


RG STEEL: U.S. Trustee Forms Seven-Member Creditors Committee
-------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of WP Steel Venture LLC, et al.

The Committee comprises of:

      1. Cliffs Natural Resources Inc.
         Attn: Matthew Zajac
         1100 Superior Avenue
         Cleveland, OH 44114
         Tel: (216) 694-5260
         Fax: (216) 694-5385

      2. Metal Services, LLC dba Phoenix Services LLC
         Attn: John Hilbert
         148 W. State Street, Suite 801
         Kennett Square, PA 19348
         Tel: (610) 347-0444
         Fax: (610) 347-0443

      3. Siemens Industry Inc.
         Attn: Alan Helgerman & Darryl Peake
         501 Technology Drive, Suite 1000
         Cannonsburg, PA 15317
         Tel: (724) 514-8453
         Fax: (724) 514-8401

      4. United Steelworkers
         Attn: David Jury
         Five Gateway Center, Room 807
         Pittsburgh, PA 15222
         Tel: (412) 562-2545
         Fax: (412) 562-2574

      5. Pension Benefit Guaranty Corporation
         Attn: Jack Butler
         1200 K Street, N.W.
         Washington, DC 20005
         Tel: (202) 326-4000 ext. 3471
         Fax: (202) 842-2643

      6. Mingo Junction Energy Center, LLC
         Attn: Thomas Shepard
         444 North Michigan Avenue, Suite 1200
         Chicago, IL 60611
         Tel: (312) 327-1112
         Fax: (312) 327-1101

      7. Balli Steel PLC and Balli Group PLC
         Attn: Britt Gustawsson
         5 Stanhope Gate
         London W1K 1AH, UK
         Tel: 44-207-306-2000
         Fax: 44-207-306-2000

                         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.


RG STEEL: Willkie Farr Approved as Bankruptcy Co-Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
WP Steel Venture LLC, et al., to employ Willkie Farr & Gallagher
LLP under a general retainer as bankruptcy co-counsel.

                         About WP 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.





RITE AID: 10 Directors Elected at 2012 Annual Meeting
-----------------------------------------------------
Rite Aid held its 2012 annual meeting of stockholders on June 21,
2012.  The stockholders elected Rite Aid's nominees to the Board
of Directors.  The persons elected to the Board of Directors were:

   (1) Joseph B. Anderson, Jr.;
   (2) Fran‡ois J. Coutu;
   (3) Michel Coutu;
   (4) James L. Donald;
   (5) David R. Jessick;
   (6) Michael N. Regan;
   (7) Mary F. Sammons;
   (8) John T. Standley; and
   (9) Marcy Syms.

In addition, the holders of the 7% Series G Cumulative Convertible
Pay-in-Kind Preferred Stock and 6% Series H Cumulative Convertible
Pay-in-Kind Preferred Stock, voting together as a single class,
separately from the holders of Common Stock, elected John M.
Baumer to the Board of Directors.

The stockholders ratified the appointment of Deloitte & Touche LLP
as Rite Aid's independent registered public accounting firm.  The
stockholders approved on an advisory basis, the compensation of
Rite Aid's named executive officers and the adoption of the 2012
Plan.

The stockholders did not approve (a) a stockholder proposal
relating to a policy on gross-up payments, (b) a stockholder
proposal relating to performance award metrics, (c)
a stockholder proposal relating to performance award metrics, (d)
a stockholder proposal relating to the relationships of the
directors, and (e) a stockholder proposal relating to a
compensation clawback policy introduced from the floor by Mr.
Steven Krol.

The Rite Aid Corporation 2012 Omnibus Equity Plan was previously
approved by Rite Aid's Compensation Committee and Board of
Directors.  The 2012 Plan provides for the issuance of a maximum
of 28,500,000 shares of Rite Aid common stock in connection with
the grant of stock options, stock appreciation rights, restricted
stock, phantom units, stock bonus awards, and other equity-based
awards valued in whole or in part by reference to, or otherwise
based on, Rite Aid's Common Stock.

The Company filed with the U.S. Securities and Exchange Commission
a Form S-8 registering 28.5 million shares of common stock
issuable pursuant to the 2012 Omnibus Equity Plan.  The proposed
maximum aggregate offering price is $33.7 million.  A copy of the
filing is available for free at http://is.gd/IUjycS

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid reported a net loss of $368.57 million for the fiscal
year ended March 3, 2012, a net loss of $555.42 million for the
year ended Feb. 26, 2011, and a net loss of $506.67 million for
the year ended Feb. 27, 2010.

The Company's balance sheet at June 2, 2012, showed $7.07 billion
in total assets, $9.68 billion in total liabilities and a $2.61
billion total stockholders' deficit.

                           *     *     *

In February 2012, S&P affirmed Rite Aid's 'B-' corporate credit
rating.  During that time, Moody's Investors Service also affirmed
its Caa2 Corporate Family Rating, Caa2 Probability of Default
Rating, and SGL-3 Speculative Grade Liquidity rating.

"The ratings reflect our expectation that Camp Hill, Pa.-based
retail drugstore chain Rite Aid Corp.'s financial risk profile
will remain 'highly leveraged', despite improving sales trends,
due to its significant debt," said Standard & Poor's credit
analyst Ana Lai.

Moody's said in February that Rite Aid's Caa2 Corporate Family
Rating reflects its weak credit metrics and unsustainable capital
structure with debt to EBITDA of 8.8 times and EBITA to interest
expense of 0.8 times.  Although Moody's believes that Rite Aid
earnings will benefit from Walgreen's dispute with Express Scripts
as well as from the strong generic pipeline, Moody's anticipates
that lower reimbursement rates will offset some of this positive
earnings pressure.  Thus, Moody's forecasts that Rite Aid's credit
metrics will remain weak.  In addition, Rite Aid faces a tradeoff
between the need to address its sizable 2014 and 2015 debt
maturities against the likelihood that any refinancing will be at
a higher interest rate.  Should Rite Aid successfully refinance
its 2014 and 2015 debt maturities, its borrowing costs will likely
increase further weakening Rite Aid's interest coverage.
Consequently, Moody's is concerned that Rite Aid may choose to
voluntarily restructure its debt over the medium term.


RITZ CAMERA: Meeting to Form Panel Set on July 2
------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on July 2, 2012, at 11:00 a.m. in
the bankruptcy case of Ritz Camera & Image, L.L.C..  The meeting
will be held at:

          The DoubleTree Hotel
          700 King Street
          Wilmington DE 19801

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

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

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

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  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) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz listed total assets of $277 million and
total debts of $172.1 million.  Lawyers at Cole, Schotz, Meisel,
Forman & Leonard, P.A., served as bankruptcy counsel.  Thomas &
Libowitz, P.A., served as the Debtor's special corporate counsel
and conflicts counsel.  Marc S. Seinsweig, at FTI Consulting,
Inc., served as the Debtor's chief restructuring officer.
Kurtzman Carson Consultants LLC acted as claims and noticing
agent.  Attorneys at Cooley Godward Kronish LLP and Bifferato LLC
represented the official committee of unsecured creditors as
counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  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.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.


ROSETTA GENOMICS: Amends Annual Report for Reverse Stock Split
--------------------------------------------------------------
Rosetta Genomics Ltd. filed with the U.S. Securities and Exchange
Commission an amended annual report to reflect the 1-for-15
reverse split of the Company's ordinary shares effected on May 14,
2012.

The Company reported a net loss after discontinued operations of
US$8.83 million on US$103,000 of revenue in 2011, a net loss after
discontinued operations of US$14.75 million on US$279,000 of
revenue in 2010, and a net loss after discontinued operations of
US$16.50 million on US$150,000 of revenue in 2009.

The Company's balance sheet at Dec. 31, 2011, showed US$2.04
million assets, US$2.40 million in total liabilities and a
US$356,000 total shareholders' deficiency.

Kost Forer Gabbay & Kasierer issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  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's ts ability
to continue to operate is dependent upon obtaining additional
financial support, which raise substantial doubt about the
Company's ability to continue as a going concern.

A copy of the annual report, as amended, is available for free at:

                        http://is.gd/9eeeRK

                           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.

                         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."


RUDEN MCCLOSKY: Buyer Objects to Chapter 7 Switch
-------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Greenspoon
Marder PA -- the sole bidder for Ruden McClosky PA -- on Tuesday
objected to a conversion to a Chapter 7 bankruptcy, saying the
move would disrupt the proceedings and incur unnecessary
administrative costs.

In an objection filed in Florida bankruptcy court, Greenspoon
Marder said converting the Chapter 11 proceedings to a Chapter 7
liquidation would disrupt the flow of information between the
prospective buyer and Ruden McClosky's chief restructuring officer
Joseph Luzinski, Bankruptcy Law360 relates.

                       About Ruden McClosky

Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally.  It had eight offices in
Florida.

In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm.  In September 2011, founder
Donald McClosky died after a long battle with cancer.

Ruden McClosky filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets for $7.6 million to Fort Lauderdale-based Greenspoon
Marder, subject to higher and better offers at an auction.

Judge Raymond B. Ray oversees the case.  Leslie Gern Cloyd, Esq.,
and Paul Steven Singerman, Esq. -- lcloyd@bergersingerman.com and
singerman@bergersingerman.com -- at Berger Singerman, P.A., serve
as the Debtor's counsel.  Development Specialists, Inc., serves as
the Debtor's restructuring advisors.  The Debtor tapped Steven J.
Gutter, P.A., as its special litigation counsel in connection with
collection of accounts receivable, and authorization to settle
accounts receivable claims in the ordinary course of business.

The petition was signed by DSI's Joseph J. Luzinski, who serves as
chief restructuring officer.  Kurtzman Carson Consultants LLC
serves as the Debtor's claims and noticing agent.  In its
petition, the Debtor estimated $10 million to $50 million in both
assets and debts.

An official committee of unsecured creditors has been appointed in
the case, and is represented by Segall Gordich, P.A.  The
Committee tapped Soneet Kapila, CPA, and the firm of Kapila &
Company as its financial advisor.

Counsel to the Debtor's lender, Wells Fargo Bank, N.A., is
Jonathan Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C.  Counsel to Greenspoon Marder, the proposed purchaser, is R.
Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP.


SAINT CATHERINE INDIANA: Has Interim Approval of First Day Motions
------------------------------------------------------------------
Bradden Lamers at News and Tribune reports an emergency hearing
was held in the bankruptcy case of Saint Catherine Hospital of
Indiana LLC via telephone and several motions were granted on an
interim basis to allow the hospital to remain open.  The motions
granted included a motion to use emergency cash collateral, a
motion to provide continued utility service, a motion to pay
prepetition employee wage claims, and a motion to obtain credit
under bankruptcy restructuring.

The report says the next hearing in the Chapter 11 proceedings has
been set for July 23.

The report relates Bob Hall, mayor of Charlestown, Indiana, who
also serves as board member for St. Catherine Hospital, said the
economy is affecting a lot of institutions, including the
hospital.

The report notes St. Catherine is the second hospital in Clark
County to declare for bankruptcy protection recently, as
Kentuckiana Medical Center filed for Chapter 11 bankruptcy
protection in September 2010, but recently announced it has
secured $40 million in funding which will bring it out of
bankruptcy.

The report notes Uric Dufrene, Sanders Chair in Business at
Indiana University Southeast, said the recession has had an
impact, especially on smaller hospitals.

The report relates there have been no discussions between the
hospital and city officials on purchasing or floating bonds for
St. Catherine.

                 About Saint Catherine Hospitals

Saint Catherine Hospital of Indiana LLC --
http://www.saintcatherinehospital.com-- an acute-care hospital in
Charlestown, Indiana, filed for Chapter 11 protection June 19 in
New Albany, Indiana (Bankr. S.D. Ind. Case No. 12-91316).  Saint
Catherine Hospital of Indiana is a regional facility that performs
weight-loss surgery and other procedures.  The Debtor estimated
assets worth less than $10 million and debt exceeding $10 million.

A buyer has been located to purchase the operation while in
Chapter 11, according to a report by Bill Rochelle, the bankruptcy
columnist for Bloomberg News.  Mr. Rochelle also reports that, in
addition to losses from operations, bankruptcy was the result of a
lawsuit begun by the trustee for Saint Catherine Hospital of
Pennsylvania, which filed for bankruptcy reorganization in April
in Wilkes-Barre, Pennsylvania.  The Chapter 11 trustee in the
Pennsylvania hospital's case filed a lawsuit to recover $300,000
allegedly transferred to the Indiana institution.

Saint Catherine Hospital of Pennsylvania, LLC, dba Saint Catherine
Medical Center of Fountain Springs, filed a Chapter 11 petition
(Bankr. M.D. Pa. Case No. 12-02073) on April 9, 2012, estimating
under $50,000 in assets and debts.  It is a non-operating 107-bed
hospital in Ashland, Pennsylvania.  John H. Doran, Esq., at Doran
& Doran, P.C., in Wilkes-Barre, Pennsylvania, served as counsel.

Nine days after the bankruptcy filing, U.S. Bankruptcy Judge John
J. Thomas granted the request of the Chapter 11 trustee to convert
the Chapter 11 case of Saint Catherine Hospital of Pennsylvania to
a liquidation in Chapter 7.


SLS CAPITAL: Chapter 15 Case Summary
------------------------------------
Chapter 15 Petitioner: Yann Baden, as liquidator

Chapter 15 Debtor: SLS Capital S.A.
                   c/o Baden & Baden
                   27, rue J-B. Esch L-1473
                   Luxembourg

Chapter 15 Case No.: 12-12707

Chapter 15 Petition Date: June 25, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Shelley C. Chapman

About the Debtor: Liquidators of Luxembourg based SLS Capital
                  filed a petition under Chapter 15 of the U.S.
                  Bankruptcy Code (Bankr. S.D.N.Y. Case No. 12-
                  12707) to seek recognition of proceedings in
                  Luxembourg as "foreign main proceeding".

                  SLS was a financial services company whose
                  primary business was the issuance of bonds to
                  persons residing outside the United States.

                  In the operation of its business SLS had
                  counterparties and advisors in the United States
                  and had significant assets held in custodial
                  asset and cash accounts in New York City.

                  As part of the process of marshaling SLS's
                  assets and paying SLS's debts, the SLS
                  Liquidator seeks to investigate the
                  disappearance of SLS's assets including assets
                  held in custodial accounts and to pursue such
                  actions as are appropriate in order to recover
                  SLS's assets and/or seek damages from culpable
                  third parties.

Foreign
Representative's
Counsel:          Carollynn H.G. Callari, Esq.
                  VENABLE LLP
                  1270 Avenue of the Americas
                  New York, NY 10020
                  Tel: (212) 370-6267
                  Fax: (212) 307-5598
                  E-mail: ccallari@venable.com

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

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


SBA COMMS: Moody's Alters Ratings Outlook to Neg. on TowerCo Deal
-----------------------------------------------------------------
Moody's Investors Service has changed outlook on the ratings of
SBA Communications Corp. debt to negative from stable following
the company's announcement that it will acquire peer tower
operator, TowerCo II Holdings LLC (B1 Stable) for $1.45 billion in
cash and stock. SBAC will pay $1.2 billion in cash and issue $250
million in shares of SBA stock to acquire TowerCo. A portion of
the cash consideration will be used to repay TowerCo's $400
million term loan. At closing, Moody's will withdraw TowerCo's
standalone ratings. The acquisition will increase SBAC's base of
towers in the US, Canada and Central America by approximately 25%.
As part of the rating action, Moody's downgraded SBAC's
speculative grade liquidity rating to SGL-3 from SGL-2, as the
company's liquidity position will become more strained over the
coming 12 month period with the pending maturities of the $400
million Mobilitie bridge loan and the $535 million convertible
notes, both due in second quarter 2013.

The negative outlook reflects the additional risk that SBAC will
face in restoring its financial profile that supports its Ba3
corporate family rating. Coming on the heels of the acquisition of
Mobilitie in April, the purchase of TowerCo will raise SBAC's
adjusted Debt/EBITDA leverage above 9.0x. In addition, as the
recently acquired properties have a lower tenancy ratio, the
company's cash generation relative to debt will remain near the
downgrade triggers until SBAC is able to add more wireless
carriers on the newly acquired towers. In addition, Moody's is
concerned that the company may be exposed to financing and market
risks given the company's significant near- to intermediate-term
debt maturities, which total approximately $2 billion over the
next two years. The company's upcoming maturities include $400
million Mobilitie 364-Day Term Loan maturing in Q2 2013, $535
million of the 1.875% convertible notes due May 2013, $500 million
of the 4% Convertible Notes due October 2014 and the proposed
TowerCo 24-Month bridge loan in 2014.

Issuer: SBA Communications Corporation

  Downgrades:

     Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

  Outlook Actions:

     Outlook, Changed To Negative From Stable

Issuer: SBA Senior Finance II, LLC

  Outlook Actions:

     Outlook, Changed To Negative From Stable

Issuer: SBA Telecommunications, Inc.

  Outlook Actions:

     Outlook, Changed To Negative From Stable

Ratings Rationale

SBAC's Ba3 CFR reflects the company's high adjusted Debt/EBITDA
leverage relative to peers, which is due in large part to debt-
financed acquisitions, capital expenditures and increasing stock
buy-backs. The rating does consider the company's scale as well as
the stability of much of its revenues and cash flow generation,
which are predominantly derived from contractual relationships
with the largest wireless operators in the U.S. Moody's believes
that the fundamentals of the wireless tower sector will remain
favorable through the next several years. Finally, the rating
reflects Moody's view that SBAC will likely temper its acquisition
activity for the near term, as it takes time to integrate the two
large acquisitions of Mobilitie and TowerCo. Moody's expects
SBAC's adjusted Debt/EBITDA leverage to remain above 9.0x (Moody's
adjusted) levels at the end of 2012 due to the additional debt
taken on as part of the TowerCo acquisition, before reducing to
the low 8x range by 2014 through a combination of EBITDA growth
and debt repayment. In addition, TowerCo has high exposure to the
Sprint iDen towers which are scheduled to be decommissioned in
2015 and 2018. As a result, future revenue growth could be
hampered if the company cannot offset the iDen revenue losses with
revenues from new tenants or carriers augmenting their cell site
equipment as they upgrade to fourth generation (4G) wireless
networks.

Moody's also notes that the individual debt instruments are
subject to potential near-term variability especially if they are
in close proximity to the expected loss assumptions underlying the
rating breakpoints in Moody's Loss Given Default ("LGD") rating
framework for high-yield corporates, as well as dependent on the
specific levels of debt at various legal entities. In rating
SBAC's debt instruments, Moody's has taken a forward look with
respect to the composition of the company's debt obligations. As
the TowerCo bridge loan is not permanent financing, it is probable
that traditional debt financing may be used to refinance this
debt, which may cause further changes in the capital structure and
lead to near-term ratings volatility among the individual
instruments. The senior secured debt of SBA Senior Finance II
("SBAF") are rated Ba2 (LGD3-41%) and the senior unsecured notes
at SBA Telecommunications, Inc ("SBAT") are rated B1 (LGD5-81%)
reflecting the perceived collateral coverage of these debt
obligations relative to the overall waterfall of debts, including
the securitizations.

The SGL-3 liquidity rating reflects Moody's view that SBAC will
have adequate liquidity over the next 12-18 months. SBAC's
worsened liquidity position is largely due to the $535 million
1.875% convertible notes maturing in May 2013 and the company's
need to refinance the $400 million bridge loan taken on with the
Mobilitie acquisition. SBAC's projected liquidity position,
coupled with the expected revolver draw to close the TowerCo
acquisition necessitates further capital raising activity over the
next twelve months. On the other hand, if the convertible notes
are converted into equity, SBAC should have sufficient capacity to
pay down the bridge loan with the revolver and cash generated over
the next 12 months. Moody's notes that if SBAC addresses the
refinancing issues over the next twelve months, its liquidity
rating could be upgraded. Moody's also expects the company to have
ample head room in its maintenance covenants.

Moody's could stabilize the outlook if the company could
demonstrate a path to delevering below 8x while maintaining strong
revenue growth which could lead to higher free cash flow than
expected.

The ratings may face downward ratings pressure if weakening
industry fundamentals or the Company's aggressive expansion plans
result in the following adjusted key credit metrics on a sustained
basis: Debt/ EBITDA over 8.5x, (EBITDA-Capex)/ Interest coverage
remaining in the 1.0x range and Free Cash Flow/ Debt in the low
single digits on a sustained basis.

The principal methodology used in rating SBA Communication Corp
was the Global Communications Infrastructure 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.


SM ENERGY: Moody's Rates Proposed $300-Mil. Senior Notes 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to SM Energy
Company's proposed offering of $300 million senior notes due 2023.
Moody's also raised SM Energy's Speculative Grade Liquidity rating
to SGL-2 from SGL-3. The proceeds of the offering will be used to
repay revolver borrowings and for general corporate purposes. The
rating outlook is positive.

Ratings Rationale

"This senior notes offering enhances SM Energy's liquidity by
refinancing its revolver borrowings on a long-term basis,"
commented Pete Speer, Moody's Vice President. "The company will
have almost full availability on its revolving credit facility to
fund its growth capital expenditures well into 2013."

The SGL-2 rating is based on Moody's expectation that SM Energy
will have good liquidity through the middle of 2013. The company
has a $1 billion committed senior secured revolving credit
facility with a borrowing base in excess of the commitment levels,
that is almost fully available pro forma for the senior notes
offering. This gives ample liquidity for the company's planned
capital expenditures in excess of cash flows over the remainder of
2012 and into 2013. The company has significant covenant
compliance headroom that Moody's expects to continue. Although the
majority of the company's oil and gas properties are encumbered by
the credit facility, the substantial excess of the borrowing base
above the committed facility provides significant flexibility to
execute asset sales to raise cash for its capital investment.

The B1 rating on the proposed $300 million senior notes reflects
both the overall probability of default of SM Energy, to which
Moody's assigns a PDR of Ba3, and a loss given default of LGD 5
(70%). The company has a committed $1 billion senior secured
credit facility that matures in May 2016, $350 million senior
notes due 2019 and $350 million senior notes due 2021. Both the
new and existing senior notes are unsecured and have no subsidiary
guarantees. Therefore the senior notes are subordinate to the
senior secured credit facility's potential priority claim to the
company's assets. The large amount of the potential senior secured
claims relative to the unsecured notes outstanding results in the
senior notes being notched one rating beneath the Ba3 Corporate
Family Rating (CFR) under Moody's Loss Given Default Methodology.

SM Energy's Ba3 CFR and positive outlook are supported by its
sizable production and proved reserve scale, significant and
growing exposure to oil and natural gas liquids production, and
leverage metrics that are among the lowest of the Ba3 peer group.
The company is achieving strong production growth in the Eagle
Ford shale, where it holds sizable operated and non-operated
acreage positions. SM Energy also owns acreage in the Bakken shale
and Granite Wash where it is also increasing capital spending to
boost its oil and natural gas liquids production. The company is
able to reduce its capital spending in the Haynesville shale to
minimal levels while retaining most of its acreage there if
natural gas prices improve.

The CFR could be upgraded to Ba2 in 2013 if SM Energy increases
its reserve and production scale, boosts its investment returns
and maintains its low financial leverage. Proved developed (PD)
reserves approaching 175 million boe, leveraged full-cycle returns
above 1.5x with leverage on production and PD reserves under
$15,000/boe and $8/boe would be supportive of a Ba2 rating. In
contrast, if the production and proved reserve response from the
large capital investments is weaker than expected, then leverage
could increase significantly and pressure the ratings.
Debt/average daily production sustained above $20,000/boe or
Debt/PD above $10/boe could result in a ratings downgrade.

The principal methodology used in rating SM Energy Company was the
Global Independent Exploration and Production 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.

SM Energy Company is an independent exploration and production
company based in Denver, Colorado.


SON CORPORATION: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Son Corporation
        8306 Wilshire Boulvevard #843
        Beverly Hills, CA 90211

Bankruptcy Case No.: 12-15759

Chapter 11 Petition Date: June 22, 2012

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

Judge: Alan M. Ahart

Debtor's Counsel: Raymond H. Aver, Esq.
                  LAW OFFICES OF RAYMOND H AVER APC
                  1950 Sawtelle Blvd., Suite 120
                  Los Angeles, CA 90025
                  Tel: (310) 473-3511
                  Fax: (310) 473-3512
                  E-mail: ray@averlaw.com

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

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

A copy of the Company's list of its 10 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-15759.pdf

The petition was signed by Orlando Armaswalker, vice
president/treasurer.


SONIC AUTOMOTIVE: S&P Rates Proposed $200MM Subordinated Debt 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue rating
to Sonic Automotive Inc.'s proposed $200 million senior
subordinated debt offering. "We assigned this debt a recovery
rating of '5', reflecting our expectation that lenders would
receive modest (10%-30%) recovery of principal in a default. The
proposed notes will mature in June 2022," S&P said.

"At the same time, we raised the issue rating on the company's
outstanding $210 million, 9% senior subordinated notes due 2018 to
'B+' from 'B' and revised the recovery rating to '5' from '6'. The
rating revision results from our expectation that the company will
redeem its convertible senior notes due 2029 with proceeds from
the offering, thereby increasing likely recovery for the
subordinated lenders. We will withdraw the rating on the
convertible senior notes following their redemption," S&P said.

"The debt issuance does not affect the corporate credit rating on
the auto retailer, although we expect cash interest and leverage
to increase slightly," S&P said.

"Sonic will use proceeds of the proposed debt issuance, in part,
to repay the $135 million cash portion of its 5% convertible
senior notes due 2029 and to fund share repurchases for the
variable portion above par. The proceeds of the offering will be
deposited into an escrow accounts until the acceptance for
exchange of at least $80 million principal amount of the
convertible notes," S&P said.

"Our long-term rating outlook on Charlotte, N.C.-based Sonic is
stable, reflecting our assumption that Sonic's improved
performance through operating efficiencies, in combination with
its diverse revenue stream and brand mix, will enable the company
to generate discretionary free cash flow (i.e., after dividends).
We assume Sonic will be able to grow EBITDA in the year ahead,
even if the U.S. economy remains lackluster. We assume Sonic will
pursue a financial policy that will balance business expansion and
shareholder returns against the need to achieve and maintain
leverage of 4.5x or better for the 'BB-' rating," S&P said.

RATINGS LIST
Sonic Automotive Inc.
Corporate credit rating            BB-/Stable/--
Senior unsecured                   B+
   Recovery rating                  5

Rating raised; Recovery ratings revised
                                    To          From
Sonic Automotive Inc.
Senior subordinated
  $210 mil. notes due 2018          B+          B
   Recovery rating                  5           6

New ratings
Sonic Automotive Inc.
Senior subordinated
  $200 mil. notes due 2022          B+
   Recovery rating                  5


SOUP KITCHEN: Court-Appointed Trustee Goes After Former Owners
--------------------------------------------------------------
Kaja Whitehouse at New York Post reports that Robert Geltzer, Soup
Kitchen International Inc.'s court-appointed trustee, has sued a
group of the owners who formed a new outfit and purchased at low
prices the key rights and assets from the original concern,
including New York soup maker Al Yeganeh's recipes.  According to
NY Post, SKI creditors claim that they were forced out of business
by the group.

Sebastian "Seb" Rametta, who now helps run "The Original Soup Man"
chain, convinced Mr. Yeganeh in 2004 to license the brand to SKI,
NY Post relates, citing Mr. Geltzer.  Mr. Geltzer, according to NY
Post, accuses Mr. Rametta of mismanaging SKI and improperly
dominating and controlling the company.  NY Post relates that Mr.
Geltzer alleges that Mr. Rametta improperly seized the licensing
deal from SKI in 2009.  According to court documents, the transfer
was made without the knowledge of some SKI shareholders.  NY Post
states that Mr. Rametta denies the accusations.

SKI shareholders received $100,000 cash for the licensing
agreement, which is deemed sufficient "for a company that had
negative cash flow," NY Post quoted Soup Man chief financial
officer Bob Bertrand, who is also a defendant in the case, as
saying.  Mr. Bertrand added that the new company also took on
$3.6 million in SKI debt and gave SKI the licensing rights to
Mexico, NY Post relates.

Staten Island, New York-based Soup Kitchen International Inc is
the business that grew out of the "Soup Nazi" character on the
television sitcom "Seinfeld."  The Company, which also has done
business as the Original SoupMan, was founded in 1984.

Soup Kitchen filed for bankruptcy liquidation in 2010, according
to Melanie Cohen at Bankruptcy Beat.


STOCKTON, CA: May File for Chapter 9 This Week; Budget Okayed
-------------------------------------------------------------
The city council of Stockton, California, voted 6-1 on Tuesday to
adopt a budget for operating in bankruptcy.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
relates that the budget calls for defaulting on $10.2 million in
debt payments and cutting $11.2 million in employee pay and
benefits under union contracts.

The city council previously voted to authorize the city manager to
file for Chapter 9 municipal bankruptcy absent concessions from
creditors.

Jim Christie, writing for Reuters, reports that a Chapter 9
bankruptcy by the city could come as early as Wednesday, and would
make Stockton the largest U.S. city to seek protection from its
creditors.

Reuters relates the voting came after a contentious five-hour
meeting where angry retired city workers pressed council members
to reject the $155 million spending plan.  It proposes eliminating
retirees' medical benefits to help fill a $26 million budget
deficit.

Reuters notes the council's vote followed three months of
confidential talks between Stockton and its creditors aimed at
averting bankruptcy.  The negotiations ended on Monday with the
city failing to win enough concessions to help close its shortfall
for the fiscal year starting on July 1.  That left bankruptcy as
the only way for Stockton to balance its budget in the near term
while maintaining its current level of services and bringing
stability to its battered finances, Mayor Ann Johnston said.

Reuters notes lawyers representing Stockton also worked for
Vallejo, California, when it filed for bankruptcy in 2008.

The report says Stockton officials have been considering
bankruptcy since February and calling for the kind of drastic
action in its budget.  It suspends $10.2 million in debt payments,
a move likely to trigger further downgrades of Stockton by ratings
agencies.  Stockton also has already defaulted on about $2 million
in debt since February, allowing the trustee for one of its bond
insurers to seize a building once slated to be its future city
hall and three parking garages.

Moody's has cut its issuer rating for Stockton to a junk level Ba2
from Baa1 while S&P has cut its issuer rating on the city from BB
to SD, one notch above its D default rating.

                    About Stockton, California

Stockton, California, the seat of San Joaquin County, is the
fourth-largest city in the Central Valley of the U.S. state of
California.  With a population of 291,707 at the 2010 census,
Stockton ranks as the state's 13th largest city.

Stockton was sued by the indenture trustee after failing to make a
payment of about $780,000 due Feb. 25 on $32.8 million in parking
garage revenue bonds.  The city council voted in February 2012 to
default on about $2 million in bond payments as a prelude under
state law for conducting workout negotiations with bondholders.

Stockton is taking advantage of a new California law that lets
municipalities in financial distress confidentially mediate with
creditors or "interested parties" with $5 million or more in
obligations or debt.

Ralph Mabey, a former U.S. bankruptcy judge, was selected as
mediator to conduct negotiations between the city and its
creditors.

Reuters notes Stockton's economy has been hit hard by the housing
market's steep downturn in inland California, slashing the city's
revenue.  Mayor Ann Johnston noted that only 150 new homes were
built in the city last year compared with 3,000 in 2007 and that
the city has cut $90 million in spending over the last three
years, the report says.


SYMS CORP: Creditors Want Exclusivity Termination
-------------------------------------------------
BankruptcyData.com reports that Filene's Basement's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a motion for an order terminating the periods during which
the Debtors have the exclusive right to file a Chapter 11 plan and
solicit acceptances thereof.

The committee asserts, "The terms of this insider-driven, equity-
dominated joint plan are totally unacceptable to the Committee and
will be soundly rejected by the creditors it represents. The issue
for the Court to decide is whether the Debtors acting as a front
for Marcy Syms should be permitted to continue to maintain
exclusive control over the plan process in these cases even though
Ms. Syms will have no continuing role or stake in the Reorganized
Debtors, while the creditors, who have by far the largest economic
stake at risk in the Reorganized Debtors, are precluded from
putting forth their own plan of reorganization."

The Court scheduled a July 9, 2012 hearing on the matter.

                 About Filene's Basement & 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
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

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 & Storrs,
P.C. and Ashby & Geddes, P.A.


TRAINOR GLASS: Can Hire Thomas Feldman as Local Texas Counsel
-------------------------------------------------------------
Trainor Glass Company sought and obtained permission from the U.S.
Bankruptcy Court to employ Thomas, Feldman & Wilshusen LLC as
local Texas counsel.

The Debtor requires TF&W to render lien-related services for these
construction projects:

   (a) Encana Gas and Oil (Plano, Texas);
   (b) New Parkland Hospital (Dallas, Texas);
   (c) Austin Energy (Austin, Texas);
   (d) Museum of Science and Nature (Dallas, Texas);
   (e) Lakeway Medical Center (Lakeway, Texas);
   (f) Baylor Medical Center (McKinney, Texas);
   (g) Bull Creek Residences (Austin, Texas); and
   (h) all other legal services for the Debtor related to the
       review, preparation and recording of liens on the
       construction projects.

The firm's rates are:

    Personnel                     Rates
    ---------                     ------
    Richard G. Thomas         $375 per hour
    Robert Feldman            $295 per hour
    Jason R. Kennedy          $290 per hour
    Misty Gutierrez           $250 per hour

Richard G. Thomas, a partner of TF&W, attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAINOR GLASS: Court Approves Pollice as Local Michigan Counsel
---------------------------------------------------------------
Trainor Glass Company sought and obtained permission from the U.S.
Bankruptcy Court to employ The Pollice Law Group as local Michigan
counsel.

The Debtor requires Pollice to render lien-related services for
these construction projects:

   (a) BAE Systems Land & Armament, LP (Sterling Heights, MI); and
   (b) all other legal services for the Debtor related to the
       review, preparation and recording of liens on the
       construction project.

Robert A. Pollice, Esq., a partner at the firm, charges $250 per
hour for his services.  He attests his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                       About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAINOR GLASS: Court OKs Kasimer & Annino as Virginia Counsel
-------------------------------------------------------------
Trainor Glass Company sought and obtained permission from the U.S.
Bankruptcy Court to employ Kasimer & Annino, P.C. as local
Virginia counsel.

The Debtor requires Pollice to render lien-related services for
these construction projects:

   a. Inova South Patient Tower (Falls Church, Virginia; and
   b. all other legal services for the Debtor related to the
      review, preparation and recording of liens on the
      construction project.

The firm's rates are:

    Personnel                    Rates
    ---------                    -----

    Stephen J. Annino            $385/hour
    Joseph H. Kasimer            $385/hour
    Gina Schaecher               $330/hour

Stephen J. Annino, a partner of K&A, attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAVELCLICK INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on New
York City-based TravelClick Inc., including its 'B' corporate
credit rating. "At the same time, we revised the outlook to
negative from stable," S&P said.

"We also affirmed our 'B' issue-level ratings on the company's
$195 million term loan due 2016 and $20 million revolving credit
facility due 2016. The '4' recovery rating on the company's senior
secured debt reflects our expectation of average (30%-50%)
recovery in the event of default," S&P said.

"The ratings on TravelClick reflect the company's 'weak' business
risk profile deriving from its narrow market focus partly offset
by its relatively high recurring revenue base, and its
'aggressive' financial risk profile with pro forma leverage in the
high-4x area and an acquisitive growth strategy," S&P said.

"We expect the company to generate good organic revenue growth in
fiscal 2012," said Standard & Poor's credit analyst Christian
Frank, "but with lower free operating cash flow as a result of
increased investment in product development and sales and
marketing."

"The negative outlook reflects our uncertainty that the company
will maintain adequate headroom under its leverage covenant given
recent performance, upcoming step-downs, and a weak economic
backdrop. We could lower the rating if we expect covenant headroom
to drop below 10% for an extended period or if a downturn in the
travel industry or debt-financed acquisitions lead to adjusted
leverage above the mid-6x area on a sustained basis," S&P said.

"We could revise the outlook to stable if the company's business
prospects, cost structure, or leverage profile provides greater
certainty of maintaining an adequate covenant cushion in light of
upcoming step-downs," S&P said.


TRAINOR GLASS: Taps Arnold & Arnold as Local Colorado Counsel
-------------------------------------------------------------
Trainor Glass Company, asks the U.S. Bankruptcy Court for the
Northern District of Illinois for permission to employ Jean Arnold
and the partners, associates and paralegals of the law firm of
Arnold & Arnold, LLP as local Colorado counsel.

The Debtor requires the services of A&A to represent and assist
the Debtor in connection with reviewing lien notices, preparing
lien notices and recording affidavits of lien, preparing claims
and bond claims for construction projects in Colorado -- both
private and public.  The Debtor requires A&A to render such lien
related services for these construction projects:

   a) Park Central Plaza (Denver, Colorado);

   b) Ralph Carr Judicial Center (Denver, Colorado);

   c) Colorado History Museum (Denver, Colorado); and

   d) all other legal services for the Debtor related to the
      review, preparation and recording of liens on the
      aforementioned construction projects and any future
      construction projects agreed to between the Debtor and A&A.

The Debtor believes that the amount of outstanding claims to be
served with lien notices may total nearly $1,220,000 with a net
balance to the Debtor of approximately $815,000.

The hourly rates of A&A's personnel working on the case are:

         Jean Arnold                     $290
         Attorneys                    $200 - $300
        Paralegals                    $100 ? $175

A&A has requested a $5,000 security retainer from the Debtor.  The
security retainer will be held in one of A&A's trust accounts and
will not be applied to postpetition fees and costs until further
order of the Court.

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

                       About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAWOOD LANCERS: U.S. Trustee Wants Case Converted to Chapter 7
---------------------------------------------------------------
Robert Gray at El Paso Inc. reports that U.S. trustee Judy Robbins
has asked the bankruptcy judge to convert the case of Trawood
Lancers Club aka Lancers Club-Trawood from Chapter 11 to Chapter 7
proceeding.

According to El Paso Inc., the company's plan for reorganization
was approved in May 2011.  Under an amended plan, Lancers was to
pay creditors in monthly installments, paying InterNational Bank
$7,822 per month and the Small Business Administration $954.

The report relates the company owed McAllen-based InterNational
Bank almost $1.2 million and the SBA almost $350,000.  Lancers
also owed the city of El Paso more than $85,000 and the IRS more
than $10,000 in delinquent taxes and penalties.

The report notes the company failed to make some payments required
by the plan, or to file the most recent quarterly financial
disclosure report, court documents show.  The financial report,
which is required under the bankruptcy reorganization plan, was
due April 20.

The report says the Company has disclosed, among other things,
payments made to creditors.  But in the last financial report,
filed on Dec. 31, 2011, Lancers said it fell behind in payments to
InterNational Bank and the IRS due to "cash flow challenges."

Based in El Paso, Texas, Trawood Lancers Club, Inc., filed for
Chapter 11 protection (Bankr. W.D. Tex. Case No. 10-30937) on
May 3, 2010.  Judge Leif M. Clark presides over the case.  E.P.
Bud Kirk, Esq., at Terrace Gardens, represents the Debtor.  The
Debtor estimated between $1 million and $10 million in both assets
and debts.


TRI STATE: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Tri State Warehousing & Distribution LLC
        aka IHS
        aka IHS/Tri State
        aka Tri State Warehouse and Distribution, LLC
        aka Tri State Warehouse
        aka Christian Service Mission
        2801 Cotton Street
        Mobile, AL 36607

Bankruptcy Case No.: 12-02161

Chapter 11 Petition Date: June 22, 2012

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

Judge: William S. Shulman

Debtor's Counsel: James A. Johnson, Esq.
                  JAMES A. JOHNSON, P.C.
                  21 North Florida Street
                  Mobile, AL 36607-3134
                  Tel: (251) 473-1800
                  Fax: (251) 473-1805
                  E-mail: jjohnson@jamesajohnsonpc.com

Scheduled Assets: $689,741

Scheduled Liabilities: $1,080,475

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/alsb12-02161.pdf

The petition was signed by David A. Richards, president.

Related entity that previously sought bankruptcy protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
David A. Richards, Sr.                 11-02928   07/20/11


TRIDENT MICROSYSTEMS: Seeks to Expand PwC Employment Scope
----------------------------------------------------------
BankruptcyData.com reports that Trident Microsystems filed with
the U.S. Bankruptcy Court a motion to expand the scope of
employment for PricewaterhouseCoopers (Contact: Johan
Furstenberg)to include deduction analysis services at these hourly
rates: partner at $650, senior managing director at $650, director
at $550, manager at $475, senior associate a $375 and associate at
$275.

                    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.


TRU-EMAAN LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tru-Emaan, LLC
        aka Baskin Robbins #16/PC 360012
        aka Baskin Robbins #4770/PC 33816
        603 East University Drive, Space A
        Carson, CA 90746

Bankruptcy Case No.: 12-31984

Chapter 11 Petition Date: June 25, 2012

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

Judge: Robert N. Kwan

Debtor's Counsel: M Jonathan Hayes, Esq.
                  LAW OFFICE OF M JONATHAN HAYES
                  9700 Reseda Bl, Suite 201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  E-mail: jhayes@hayesbklaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-31984.pdf

The petition was signed by Ishtiaq I. Khan, managing member.


VOLKSWAGEN-SPRINGFIELD: Wants to Hire Wiley Rein LLP as Counsel
---------------------------------------------------------------
Volkswagen-Springfield, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Virginia for permission to employ Wiley
Rein LLP as counsel.

Dylan G. Trache, a partner at Wiley Rein LLP, tells the Court that
prior to the Petition Date, Wiley Rein received a $100,00 retainer
from the Debtor.  Prior to the filing of the Petition, Wiley Rein
withdrew the sum of $33,957 from the retainer and applied it
against prepetition services well as the filing fee for the
Chapter 11 case.  As of the filing of the Chapter 11 case, $66,043
remained available for application to postpetition services.

The hourly rates of Wiley Rein's personnel are:

         Legal Support Personnel            $150 - $305
         Associates                         $305 - $520
         Of Counsel, and Consultants        $220 - $690
         Partners                           $530 - $920

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

Mr. Trache can be reached at:

         Dylan G. Trache, Esq.
         7925 Jones Branch Drive, Suite 6200
         McLean, VA 22102
         Tel: (703) 905-2800
         Fax: (703) 905-2820
         E-mail: dtrache@wileyrein.com

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.

No creditors' committee has yet been appointed in the case.


WASHINGTON MUTUAL: D&O Suit is in Wrong Court, Insurers Say
-----------------------------------------------------------
Bibeka Shrestha at Bankruptcy Law360 reports that XL Specialty
Insurance Co. and 10 other insurers sought Monday to nix a
coverage fight with Washington Mutual Inc.'s liquidation trust
over a $500 million claim against former WaMu directors and
officers, arguing a Delaware bankruptcy court lacks jurisdiction
over the suit.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WOONSOCKET, RI: Facing Possible Receivership
---------------------------------------------
Patrick Anderson at pbn.com reports that the city of Woonsocket,
in Rhode Island, is facing possible receivership after state
lawmakers and Gov. Lincoln D. Chafee failed to agree on a
supplemental tax package to repair the city's finances before the
end of this year's legislative session Tuesday night.

Woonsocket's three-member House delegation blamed the impasse on
Chafee's refusal to cut a 13.8% tax increase approved by the
Woonsocket City Council earlier in the year down to an 8.5% hike,
according to pbn.com.

"We cannot force our residents to pay a 13.8% supplemental tax. .
. .  We originally started with a five-point plan and narrowed it
down to a two-point compromise for the governor.  But in the end,
he said our proposal for an 8.5 percent tax, which would not have
been added to the base, was not large enough," the report quoted
Rep. Lisa Baldelli Hunt, a democrat, as saying."

However, the report notes that the Chafee administration argued
that the full supplemental tax was necessary and a statement
issued after last-minute talks broke down Tuesday, Department of
Revenue Director Rosemary Booth Gallogly accused the lawmakers
lacking the "courage" to do what was necessary to keep the city
solvent.

The 13.8% tax hike was projected to raise $6.6 million, an amount
Woonsocket leaders said they need to pay the city's bills, the
report notes.

In addition to lowering the tax increase, the Woonsocket
delegation's proposed compromise would have had the state push
back the date the city would have to start building a new sewer
treatment plant, the report says.

The report adds that Woonsocket's finances are already under the
oversight of a state budget commission appointed last month and
the next step open to governor would be to appoint a receiver.


ZAYO GROUP: Term Loan Add-On No Impact on Moody's 'B2' CFR
----------------------------------------------------------
Moody's Investors Service said the B2 corporate family rating of
Zayo Group LLC is unchanged following the company's proposed
offering to upsize its recently launched term loan to $1.62
billion from $1.50 billion. The additional proceeds will be used
for general corporate purposes or future acquisitions.

The principal methodology used in rating Zayo Group was the Global
Communications Infrastructure 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.


* Fitch Completes Peer Review of 6 Rated Business Development Cos.
------------------------------------------------------------------
Fitch Ratings has completed a peer review of six rated Business
Development Companies (BDCs) in concert with its publication of an
industry report, titled 'Business Development Companies.

Based on this review, Fitch has affirmed the long-term Issuer
Default Ratings (IDRs) of American Capital, Ltd. (ACAS), Apollo
Investment Corporation (Apollo), Ares Capital Corporation, Fifth
Street Finance Corp., PennantPark Investment Corporation, and
Solar Capital, Ltd.  The IDRs of the all of the affected BDCs are
in the 'BBB' rating category with the exception of ACAS which is
rated 'B+'.

The Rating Outlook for ACAS has been revised to Positive from
Stable; the Rating Outlook for Apollo has been maintained at
Negative; and the Rating Outlook for the remaining BDCs has been
maintained at Stable.

The rating affirmations reflect relative stability in the industry
in terms of core operating performance and asset quality, and the
maintenance of leverage levels below management's targeted range.
Portfolio growth has slowed from 2010 levels, as more recent
market entrants mature and gain scale, but remains relatively
robust.  Still, BDCs' investment focus has centered on more senior
positions in the capital structure of underlying companies, given
reduced competition in the space, while equity exposures have
generally declined.  Valuation volatility remains, as evidenced by
the meaningful unrealized portfolio depreciation recognized in the
third quarter of 2011 (3Q'11), but Fitch believes quarterly
movements have been more digestible given reduced leverage ratios.

Net realized losses on portfolio investments have been meaningful
since the start of the crisis, as BDCs have recognized declines in
value, participated in portfolio company recapitalizations, or
exited underperforming investments in an effort to redeploy
proceeds into higher-yielding securities.  Portfolio losses have
declined over the past five quarters, and several BDCs recognized
modest gains in early 2012.  Over time, Fitch does not expect
realized gains and losses to be a meaningful component of net
income, given declines in portfolio equity holdings and
improvements in asset quality.

Funding flexibility has improved in recent quarters, with several
BDCs accessing the unsecured debt markets via the issuance of
convertible notes and/or retail notes.  Fitch views an unsecured
funding component favorably as it provides funding diversity, as
well as flexibility to encumber assets if necessary for liquidity
purposes.  Debt maturity profiles have also been improved, with
many BDCs amending and extending bank facilities to allow for
three year revolving periods followed by one-year of amortization.
This term debt structure provides for better matching with the
three-to-four year average life of portfolio investments.

Public equity issuance in early 2012 is close to surpassing all of
2011, as share prices have generally moved closer to net asset
values. BDCs are expected to continue to access the markets
opportunistically for growth capital and Fitch expects additional
issuance over the balance of 2012.

On the downside, portfolio concentrations have generally ticked-up
across the industry, despite declines in leverage, given follow-on
investments in existing companies and larger positions in new
portfolio investments.  Fitch believes portfolio diversity is
critical, as the underperformance of one or more large investments
can have an outsized impact on leverage.  As a result, BDCs with
higher concentrations as a percent of book equity, are expected to
manage leverage more conservatively, all else equal.

Another point of focus for Fitch is net investment coverage of
dividends, given the regulatory requirement that BDCs distribute
90% of taxable income on an annual basis.  While several BDCs
instituted dividend cuts in the past several years to better match
core earnings and distributions, coverage of dividends remains
weaker than expected for some, particularly when adjusting for
non-cash income accruals.  Fitch would view core cash earnings
coverage at or near 100% on a consistent basis favorably.

Fitch believes positive rating momentum for the industry is
limited to the 'BBB' category given the relative illiquidity of
portfolio investments, limited funding flexibility, an inability
for BDCs to retain capital due to distribution requirements, and
the impact that fair value accounting has on leverage.  However,
negative rating action for any one issuer could be driven by
deterioration in asset quality or core operating performance,
increases in equity holdings without commensurate reductions in
leverage, weakening cash income coverage of dividends, and the
recognition of sizeable unrealized portfolio depreciation which
forces leverage above management targets for extended periods or
reduces cushions on debt covenants.

The Positive Outlook assigned to ACAS' ratings reflects the
reduction in non-accrual levels, improved core operating
performance, and reduced leverage.  While exposures to equity
investments remain large relative to peer BDCs, Fitch expects
leverage will remain well-below the peer average for some time.
Additionally, about half of the equity exposure is attributable to
the relatively diverse portfolio of European Capital, Ltd. and the
asset manager, American Capital, LLC; the valuation of which is
driven largely by management fees received from funds with
permanent capital.

Fitch has also revised the recovery ratings for ACAS' secured debt
to 'RR1' from 'RR2' and upgraded the debt and recovery ratings for
its unsecured debt to 'B+/RR1' from 'B-/RR6' to reflect improved
recovery prospects for creditors given an increase in available
collateral, reduced balance sheet leverage, and in shortened risk
horizon to maturity.  Fitch expects remaining unsecured debt of
$11 million will be repaid with balance sheet cash when it comes
due in August 2012.

The Negative Outlook for Apollo's ratings continues to reflect
recent corporate announcements, including the replacement of the
firm's Chief Investment Officer and Chief Financial Officer and
the expansion of the investment mandate beyond a focus on
subordinated/mezzanine financing.  Fitch will assess the impact of
these announcements over the next 12-18 months.  Still, negative
rating action could occur more quickly should there be an
inability to deploy investment capital into accretive middle
market investments, an extended increase in leverage above the
targeted range, resulting from increased borrowings or material
unrealized depreciation, deterioration in portfolio asset quality,
and/or a decline in cash income coverage of the current dividend.

Fitch has affirmed the following:

American Capital, Ltd.

  -- Long-term IDR at 'B+'.

Apollo Investment Corporation

  -- Long-term IDR at 'BBB';
  -- Secured debt at 'BBB'; and
  -- Unsecured debt at 'BBB-'.

Ares Capital Corporation

  -- Long-term IDR at 'BBB';
  -- Secured debt at 'BBB'; and
  -- Unsecured debt at 'BBB'.

Allied Capital Corporation

  -- Unsecured debt at 'BBB'.

Fifth Street Finance Corp.

  -- Long-term IDR at 'BBB-';
  -- Secured debt at 'BBB-'; and
  -- Unsecured debt at 'BBB-'.

PennantPark Investment Corporation

  -- Long-term IDR at 'BBB-'; and
  -- Secured debt at 'BBB-'.

Solar Capital, Ltd.

  -- Long-term IDR at 'BBB-'; and
  -- Secured debt at 'BBB-'.

Fitch has also taken the following rating actions:

American Capital, Ltd.

  -- Secured debt revised to 'BB/RR1' from 'BB/RR2'; and
  -- Unsecured debt upgraded to 'B+/RR1' from 'B-/RR6'.


* Moody's Says Media Firms' Dividends Won't Harm Credit Quality
---------------------------------------------------------------
North American media and entertainment companies are increasing
dividend payouts and share repurchases as high cash balances
persist, but these shareholder-friendly moves are unlikely to harm
credit quality, says Moody's Investors Service in a new special
comment "North American Media and Entertainment: An Arms Race:
Limited Growth Spurs Rising Equity Returns Amid High Cash Levels."

"Companies are increasingly using their large cash balances to
boost dividends and share repurchases to attract investors, since
growth and M&A opportunities have become limited or less desirable
from an equity standpoint," said Neil Begley, a Moody's Senior
Vice President, and author of the report.

Funding these initiatives with excess cash and free cash flow
instead of debt means credit quality among the media and
entertainment industry will be mostly unaffected. However, cash
balances will likely decline to pre-recession levels if the
economy remains stable. But dividends can erode credit quality if
companies keep increasing already high payout rates as a
percentage of pre-dividend free cash flow, especially if they have
high exposure to cyclical revenue or have upcoming debt maturities
which they may not be able to fund with annual free cash flow,
says Moody's.

A number of companies such as Shaw Communications and Time Warner
Inc. paid dividends in 2011 that exceeded a third of their free
cash flow, says the report. That means their credit quality is at
risk if these high payout rates continue to trend upward without
other credit improvements, unless risk related to high payouts is
already reflected in their ratings, says Moody's.

Companies that simultaneously decrease leverage, maintain large
cash balances or boost free cash flow such as CBS and News Corp
may be less exposed to risk from high dividend payouts, says the
rating agency. Companies which retain flexibility by using share
buybacks - which companies can halt at any time instead of
dividends, are also less exposed as long as they maintain healthy
liquidity and fund the repurchases with cash flow, says Moody's.
Still, Moody's expects shareholder-friendly initiatives to
continue as companies compete for investors throughout the ongoing
tepid recovery and beyond.


* U.S. High-Yield Companies Remain Stables Despite EU Debt Crisis
-----------------------------------------------------------------
High-yield companies remain stable despite ongoing pressure from
the European debt crisis and uncertainty about the direction of
the US economy, according to Moody's latest quarterly report on
its B3 Negative and Lower Corporate Ratings List.

"Our list of lower-rated companies and other Moody's indicators of
credit quality suggest benign conditions for US high-yield
companies," said David Keisman, a Moody's Senior Vice President.
"Relatively few rated US companies have weak liquidity, as shown
by record-low readings on Moody's Liquidity-Stress Index, and our
default rate forecast remains below the historical average. Robust
refinancing activity has strengthened corporate balance sheets."

Companies are removed from the B3 Negative and Lower List if they
default, have their ratings withdrawn, or receive a rating upgrade
to B3 stable or higher. Companies join the list upon a rating
downgrade to B3 negative or lower.

The list has shrunk since earlier this year, with only 166
companies on the list as of June 1, 2012, compared to 176 at the
end of March.  By way of comparison, the list spiked to nearly 300
companies at the peak of the credit crisis. Another positive note
is that most companies have left the list in recent months through
upgrades rather than defaults or rating withdrawals, says Moody's.

Still, the average tenure of companies on the list is 22 months,
says Moody's, suggesting there is a core group of companies with
weak business fundamentals, high leverage and elevated risk of
default.

"These companies have either tapped the capital markets to
refinance looming debt maturities, or they lack near-term
maturities that could push them into default," Mr. Keisman said.


* Junk Defaults to Remain Benign, Moody's Predicts
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the decline in the stock market since early May and
the turmoil in Europe aren't reflected in statistics predicting
bankruptcy among junk-rated companies.  The list of non-financial
companies with junk ratings of B3 or below and with negative
outlooks includes 166 names, compared with 176 three months ago
and 174 a year ago, according to a June 25 report from Moody's
Investors Service. There are 1,250 companies with junk ratings
from Moody's.

According to the report, the current default rate is 11.7% for
companies with B3 negative or lower ratings. During the height of
the recession, in 2009, the comparable default rate was 47% and
300 companies were on the list of lowest-rated junk companies.

Moody's continues predicting that the default rate will remain
benign for junk-rated companies. Currently at 3.1%, the junk
default rate will rise to 4% in October before declining to 3% a
year from now, Moody's predicts.  The average junk default rate
since 1992 is 4.6%,


* Weil Gotshal Named No. 1 Bankruptcy Law Firm by Vault.com
-----------------------------------------------------------
On June 27, 2012, Vault.com, the source of ratings, rankings and
insight for law students and lawyers, released its Practice Area
Rankings for 2013.  This year, as has been the case for the
previous three years, Weil, Gotshal & Manges was the firm rated
strongest in bankruptcy law by associates.

The firm once again beat out Kirkland & Ellis to claim its fourth
straight title.  According to survey respondents, Weil is "one of
the big guys" and a "powerhouse," whose attorneys are "bankruptcy
masters."  Weil; Kirkland & Ellis; and Skadden Arps remained in
the same positions as last year -- No. 1, No. 2, and No. 3,
respectively -- but the rest of the Top 10 saw some significant
movement this year.

Among the changes, Jones Day jumped one spot to No. 4, pushing
Akin Gump Strauss Hauer & Feld down one spot to No. 5.  White &
Case also moved up one notch to No. 9, while Latham & Watkins
returned to the Top 10 -- after a two-year hiatus -- at No. 8 in a
tie with Wachtell Lipton.  Pachulski Stang Ziehl & Jones debuted
on the list at No. 7, making it the only bankruptcy boutique voted
onto the Top 10.

In order to determine the Vault Practice Area Rankings, nearly
17,000 associates were asked to vote for up to three firms they
consider strongest in their own practice area, but were not
permitted to vote for their own firm.  Vault's rankings indicate
the top firms in each area, as well the total percentage of votes,
offering law students and associates a tool to aid in their career
search.

The Top 10 Bankruptcy Law Firms Are:

1.  Weil, Gotshal & Manges
2.  Kirkland & Ellis
3.  Skadden, Arps, Slate, Meagher & Flom
4.  Jones Day
5.  Akin Gump Strauss Hauer & Feld
6.  Milbank, Tweed, Hadley & McCloy
7.  Pachulski Stang Ziehl & Jones
8.  Latham & Watkins / Wachtell Lipton (tie)
9.  White & Case
10. Cleary Gottlieb Steen & Hamilton

"Bankruptcy practices saw a big boom in business after the economy
tanked in 2008," said Rachel Marx, law editor at Vault.com.
"These firms stepped up to the plate and continue to be the go-to
counsel for creditors and debtors going through reorganization or
restructuring."

The Vault Practice Area Rankings were released as part of a summer
rollout of the Vault.com Top 100 Law Firm Rankings.  On June 27,
2012, in addition to practice rankings, Vault.com has also
released its Regional Law Firm Rankings, examining how law firms
ranked in regions from New York to California and all areas in
between.

Next week, Vault will release its Quality of Life Rankings,
determining which law firms go beyond prestige and provide the
best overall working experience, in categories ranging from firm
culture and work hours to compensation and training opportunities.

In addition to rankings, Vault.com also features individual
profiles of each law firm that provide readers with an insider's
perspective, revealing information on compensation, culture,
training, diversity, and other pros and cons of associate life, as
well as "The Buzz," external perceptions of each firm.

                            About Vault

Vault.com is the source of employer and university rankings,
ratings and reconnaissance for highly-credentialed, in-demand
candidates.  Vault.com is organized by profession, industry,
company and school.  Vault profiles, rankings and assessment tools
deliver the insider perspective and career research candidates
need to successfully match themselves to the best available jobs,
employers and career opportunities.  The Vault.com Web site
features profiles on more than 4,500 employers, 4,000 universities
and hundreds of industries and professions including the law,
finance, accounting and consulting sectors.  Founded in 1996,
Vault.com is the only career resource of its kind and attracts
more than 1000 employer and recruiter advertisers, more than 1200
school and institutional subscribers and millions of individual
visitors and members.


* Great American Group Hires Bryan Seeley as Appraisal Director
---------------------------------------------------------------
Great American Group, LLC has hired Bryan Seeley as director of
appraisal for the company's Machinery & Equipment (M&E) Appraisal
Division.

"With over 20 years of experience, much of which managing complex
machinery & equipment appraisals, Bryan will be a valuable asset
in continuing to make tactical and strategic improvements in our
M&E Division," said Lester M. Friedman, CEO of Great American
Group's Valuation & Appraisal Services Division.

In his new role, Mr. Seeley will be responsible for managing Great
American Group's M&E appraisers and providing oversight and
accountability for quality control and client consultation.
Seeley will also be a welcomed addition to Great American Group's
senior management team, assisting with long-range strategic and
organizational planning for the M&E Appraisal Division.

Marc Musitano, COO of Great American Group's M&E Division added:
"Bryan is a fantastic addition from all angles.  His experience,
leadership, industry knowledge and physical presence in New York,
one of our most active sales regions, are sure to help us continue
to advance our mission of providing the very highest quality of
service and professionalism in the industry."

Mr. Seeley has more than 20 years of experience in the liquidation
and appraisal industry.  Prior to joining Great American Group, he
served as a senior manager for a nationally recognized appraisal
firm.  He began his appraisal career in 1989 and has served in
several capacities, including senior appraiser, manager and senior
manager.  Mr. Seeley will be located in Great American Group's
office in Long Island, New York.

From heavy machinery to retail inventory, industrial or
intellectual property, and real estate, Great American Group
appraises billions of dollars in assets annually, including
wholesale and industrial inventories, machinery and equipment,
intellectual property, heavy machinery, construction equipment and
real estate.  The company conducted more than 2,000 appraisals
last year representing assets of more than $190 billion.

                 About Great American Group, LLC

Great American Group, LLC -- http://www.greatamerican.com--
is a provider of asset disposition solutions and valuation and
appraisal services to a wide range of retail, wholesale and
industrial clients, as well as lenders, capital providers, private
equity investors and professional service firms.  Great American
Group has offices in Atlanta, Boston, Charlotte, North Carolina,
Chicago, Dallas, London, Los Angeles, New York, and San Francisco.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Clarence Ungerank
   Bankr.  E.D. Ark. Case No. 12-13581
      Chapter 11 Petition filed June 19, 2012

In re Juan Garcia
   Bankr. E.D. Calif. Case No. 12-91720
      Chapter 11 Petition filed June 19, 2012

In re Florina Sierra
   Bankr. N.D. Calif. Case No. 12-11689
      Chapter 11 Petition filed June 19, 2012

In re Elzaida's Caring Hands, Inc.
   Bankr. M.D. Fla. Case No. 12-09428
     Chapter 11 Petition filed June 19, 2012
         See http://bankrupt.com/misc/flmb12-09428.pdf
         represented by: John E. Kassos, Esq.
                         JOHN E. KASSOS, P.A.
                         E-mail: jekpa@aol.com

In re Greg Ferris
   Bankr. D. Idaho Case No. 12-40869
      Chapter 11 Petition filed June 19, 2012

In re MCK Millennium Parking LLC
   Bankr. N.D. Ill. Case No. 12-24676
     Chapter 11 Petition filed June 19, 2012
         See http://bankrupt.com/misc/ilnb12-24676.pdf
         represented by: Jonathan D. Golding, Esq.
                         THE GOLDING LAW OFFICES, P.C.
                         E-mail: jgolding@goldinglaw.net

In re Shirly Mirly LLC
   Bankr. E.D.N.Y. Case No. 12-44494
     Chapter 11 Petition filed June 19, 2012
         See http://bankrupt.com/misc/nyeb12-44494.pdf
         represented by: Alexander Karasik, Esq.
                         KARASIK LAW GROUP, PC
                         E-mail: alex@karasiklawyers.com

In re John Friend
   Bankr. S.D.N.Y. Case No. 12-36555
      Chapter 11 Petition filed June 19, 2012

In re Janet Stackhouse
   Bankr. N.D. Ohio Case No. 12-61728
      Chapter 11 Petition filed June 19, 2012

In re Jerry Stackhouse
   Bankr. N.D. Ohio Case No. 12-61728
      Chapter 11 Petition filed June 19, 2012

In re Mark Oliphant
   Bankr. M.D. Tenn. Case No. 12-05658
      Chapter 11 Petition filed June 19, 2012

In re James Payer
   Bankr. M.D. Tenn. Case No. 12-05656
      Chapter 11 Petition filed June 19, 2012

In re Gary Bodiford
   Bankr. W.D. Ark. Case No. 12-72415
      Chapter 11 Petition filed June 20, 2012

In re Edwin Moore
   Bankr. C.D. Calif. Case No. 12-15669
      Chapter 11 Petition filed June 20, 2012

In re Hortensia Carmona
   Bankr. S.D. Calif. Case No. 12-08679
      Chapter 11 Petition filed June 20, 2012

In re Laura Bianchi
   Bankr. S.D. Calif. Case No. 12-08674
      Chapter 11 Petition filed June 20, 2012

In re Cardiac Diagnostics, Inc.
   Bankr. N.D. Ill. Case No. 12-24849
     Chapter 11 Petition filed June 20, 2012
         See http://bankrupt.com/misc/ilnb12-24849.pdf
         represented by: Jonathan D. Golding, Esq.
                         The Golding Law Offices, P.C.
                         E-mail: jgolding@goldinglaw.net

In re Randy Wientjes
   Bankr. S.D. Ill. Case No. 12-40779
      Chapter 11 Petition filed June 20, 2012

In re Wiltfong Real Estate Corp.
   Bankr. N.D. Ind. Case No. 12-32227
     Chapter 11 Petition filed June 20, 2012
         See http://bankrupt.com/misc/innb12-32227.pdf
         represented by: Adam L. Hand, Esq.
                         Beckman Lawson, LLP
                         E-mail: alh@beckmanlawson.com

In re Dallias Wilcoxon
   Bankr. E.D. Mich. Case No. 12-54943
      Chapter 11 Petition filed June 20, 2012

In re Bernards of Marlton, LLC
   Bankr. D.N.J. Case No. 12-25751
     Chapter 11 Petition filed June 20, 2012
         See http://bankrupt.com/misc/njb12-25751p.pdf
         See http://bankrupt.com/misc/njb12-25751c.pdf
         represented by: Albert A. Ciardi, III, Esq.
                         Jennifer E. Cranston, Esq.
                         Ciardi Ciardi & Astin, P.C.
                         E-mail: aciardi@ciardilaw.com
                                 jcranston@ciardilaw.com

In re Midtown Tavern, LLC
   Bankr. D.N.J. Case No. 12-25736
     Chapter 11 Petition filed June 20, 2012
         See http://bankrupt.com/misc/njb12-25736.pdf
         represented by: Timothy P. Neumann, Esq.
                         Broege, Neumann, Fischer & Shaver
                         E-mail: tneumann@bnfsbankruptcy.com

In re Caribbean Tan Inc.
   Bankr. S.D. Ohio Case No. 12-55309
     Chapter 11 Petition filed June 20, 2012
         See http://bankrupt.com/misc/ohsb12-55309.pdf
         represented by: Robert E. Bardwell, Esq.
                         E-mail: rbardwell@ohiobankruptlaw.com

In re Anita Zelechiwsky
   Bankr. E.D. Pa. Case No. 12-15941
      Chapter 11 Petition filed June 20, 2012

In re Stephen Christensen
   Bankr. D. Utah Case No. 12-28010
      Chapter 11 Petition filed June 20, 2012

In re Arthur Hoffman
   Bankr. W.D. Wash. Case No. 12-16421
      Chapter 11 Petition filed June 20, 2012

In re Mir Sekandari
   Bankr. D. Ariz. Case No. 12-13899
     Chapter 11 Petition filed June 21, 2012

In re Michael Rulifson
   Bankr. C.D. Calif. Case No. 12-24905
     Chapter 11 Petition filed June 21, 2012

In re Craig Cranston
   Bankr. M.D. Fla. Case No. 12-09571
     Chapter 11 Petition filed June 21, 2012

In re James Lovely
   Bankr. D. Idaho Case No. 12-40883
     Chapter 11 Petition filed June 21, 2012

In re Top Shelf Restaurant, LLC
   Bankr. D. Mass. Case No. 12-15344
     Chapter 11 Petition filed June 21, 2012
         See http://bankrupt.com/misc/mab12-15344.pdf
         represented by: John O. Desmond, Esq.
                         E-mail: john.desmond@jdesmond.com

In re Como III Apartments, L.L.C.
   Bankr. N.D. Miss. Case No. 12-12524
     Chapter 11 Petition filed June 21, 2012
         See http://bankrupt.com/misc/msnb12-12524p.pdf
             http://bankrupt.com/misc/msnb12-12524c.pdf
         represented by: Craig M. Geno, Esq.
                         CRAIG M. GENO, PLLC
                         E-mail: cmgeno@cmgenolaw.com

In re Anthony Clark
   Bankr. D. Nev. Case No. 12-17359
     Chapter 11 Petition filed June 21, 2012

In re Paul Maguire
   Bankr. D. Nev. Case No. 12-17364
     Chapter 11 Petition filed June 21, 2012

In re Bruno Malorni
   Bankr. D. Nev. Case No. 12-17406
     Chapter 11 Petition filed June 21, 2012

In re Family Home Builders of New Hampshire, LLC
   Bankr. D. N.H. Case No. 12-12005
     Chapter 11 Petition filed June 21, 2012
         See http://bankrupt.com/misc/nhb12-12005.pdf
         represented by: Robert L. O'Brien, Esq.
                         O'BRIEN LAW
                         E-mail: robjd@mail2firm.com

In re Fortuna Corporation, New Mexico Domestic Profit
        dba Molly Maid of Sandia and Rio Rancho
            Molly Maid of Rio Rancho and West Side
            Fish Window Cleaning/656
            All 4 One
   Bankr. D. N.M. Case No. 12-12375
     Chapter 11 Petition filed June 21, 2012
         See http://bankrupt.com/misc/nmb12-12375p.pdf
             http://bankrupt.com/misc/nmb12-12375c.pdf
         represented by: William F. Davis, Esq.
                         WILLIAM F. DAVIS & ASSOCIATES, P.C.
                         E-mail: daviswf@nmbankruptcy.com

In re Anthony Farino
   Bankr. E.D.N.Y. Case No. 12-73869
     Chapter 11 Petition filed June 21, 2012

In re Ira Podlofsky
   Bankr. E.D.N.Y. Case No. 12-73871
     Chapter 11 Petition filed June 21, 2012

In re Transylvania Realty LLC
   Bankr. E.D.N.Y. Case No. 12-44537
     Chapter 11 Petition filed June 21, 2012
        Filed pro se

In re Donald Davis
   Bankr. N.D. Tex. Case No. 12-33982
     Chapter 11 Petition filed June 21, 2012

In re Yee Hwa, Inc.
        dba Bistro, Bistro
   Bankr. E.D. Va. Case No. 12-13906
     Chapter 11 Petition filed June 21, 2012
         See http://bankrupt.com/misc/vaeb12-13906.pdf
         represented by: Donald Park, Esq.
                         SHIN LAW GROUP, LLC
                         E-mail: dpark13317@msn.com

In re Gurpreet Kaur
   Bankr. W.D. Wash. Case No. 12-16490
     Chapter 11 Petition filed June 21, 2012

In re Daybreak IV Fishing LLC
        dba Towne Square
   Bankr. E.D. Wis. Case No. 12-29456
     Chapter 11 Petition filed June 21, 2012
         See http://bankrupt.com/misc/wieb12-29456.pdf
         represented by: Richard A. Check, Esq.
                         BANKRUPTCY LAW OFFICE OF RICHARD A. CHECK
                         E-mail: rickchecklaw@aol.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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