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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, May 4, 2012, Vol. 16, No. 123

                            Headlines

201 WESTMORELAND: Hires TDG Law Group as Bankruptcy Counsel
237 EAST ONTARIO: Sale Based Plan Contemplates Full Payment
900 LINDEN: Voluntary Chapter 11 Case Summary
ADELPHIA COMMS: Witness Says $149-Mil. Stock Buyback a Ripoff
AFI SERVICES: Voluntary Chapter 11 Case Summary

AGOSTINO'S FURNISHINGS: Case Summary & 8 Largest Unsec. Creditors
AIRPORT FREEWAY: Voluntary Chapter 11 Case Summary
ALL SMILES DENTAL: Files for Chapter 11 in Dallas
ALT HOTEL: Taps BMC Group as Plan Solicitation Agent
AMERICAN AXLE: Four Directors Elected at Annual Meeting

AMERISTAR CASINOS: Moody's Raises Sr. Secured Loan Ratings to Ba2
ANGOLA LUMBER: Case Summary & 5 Largest Unsecured Creditors
ANTHONY FAMILY: Case Summary & 2 Largest Unsecured Creditors
ANTS SOFTWARE: CEO, Entire Board of Directors Resign
ARCH COAL: Fitch Cuts Issuer Default Rating, Sr. Unsec Notes to B+

ARCH COAL: Moody's Cuts CFR/PDR to 'B1'; Outlook Negative
BAKERS FOOTWEAR: To Offer 1MM Shares Under 2012 Compensation Plan
BERNARD L. MADOFF: Liquidator Wants 2nd Circ. to Back Ch. 15
BLUE SPRINGS: Has Go-Signal to Pay Suppliers Thru Return Credit
BRIAND PROPERTIES: Calif. App. Ct. Affirms Ruling in Mooser Suit

BROWNSVILLE PROPERTY: Lawsuit Over Failed Sale Stays in Bankr. Ct.
BY INVITATION ONLY: Voluntary Chapter 11 Case Summary
CDC CORP: Beats Back Motion to Dismiss, Opens Door to Plan
CF INDUSTRIES: Moody's Raises Senior Unsecured Rating From 'Ba1'
CHINA TEL GROUP: Has 104.9MM Class A Shares Resale Prospectus

CHINA TEL GROUP: To Offer 31.1-Mil. Common Shares to Contractors
CHRISTIAN BROTHERS: Committee Wants to Pursue Sexual Abuse Claims
CLEARWATER SEAFOODS: Moody's Raises Corp. Family Rating to 'B2'
COMMERCIAL MANAGEMENT: Files for Chapter 11 in Minneapolis
CONTRACT RESEARCH: Unsecured Creditors Drop Opposition and Settle

DALLAS CHIPLEY: Case Summary & 6 Largest Unsecured Creditors
DAZ VINEYARDS: Disclosure Statement Hearing on May 22
DELTA AIR: Moody's Says Trainer PA Purchase is Credit Negative
DEWEY & LEBOEUF: Denies Closing Doors by May 15; SNR Talks Fail
DEWEY & LEBOEUF: Partners Must Send Out Bills to be Paid

DIPPIN' DOTS: Court OKs Sale to Fischer; Deal to Close Mid-May
DOVETAIL INC: Owner's Bankruptcy Dismissed for Bad Faith Filing
EBBETS FIELD: Bankruptcy Filing Prompts Closing of Restaurant
ENERGY CONVERSION: Shareholder Attempts to Block Proposed Sale
EVERGREEN SOLAR: Files Chapter 11 Plan of Liquidation

EXPOSITION HILL: Case Summary & 2 Largest Unsecured Creditors
FEDERAL-MOGUL: 3rd Cir. Says Insurers Liable to Asbestos PI Trust
FREMONT HOSPITALITY: Bankruptcy Halts Foreclosure of Clarion Inn
GAYLORD ENTERTAINMENT: Moody's Says Ratings & Outlook Unchanged
GERALD GOLDSTEIN: Bankruptcy Stalls Hendrix Estate's $2MM Suit

GETTY PETROLEUM: Leases for 800 Gas Stations Ended April 30
GIORDANO'S ENTERPRISES: Converted to Chapter 7 for Distribution
GMX RESOURCES: Incurs $37.8 Million Net Loss in First Quarter
GYMBOREE CORP: Moody's Lowers CFR to 'B3'; Outlook Stable
HAMPTON ROADS: Incurs $7.9 Million Net Loss in First Quarter

HEALTHSOUTH CORP: Moody's Upgrades CFR to 'Ba3; Outlook Stable
HUB INT'L: Moody's Says Credit Extension No Effect on B3 Ratings
IDEARC INC: High Court Frees Verizon, JPMorgan From Spinoff Suit
INFUSYSTEM HOLDINGS: Global Undervalued Holds 8.7% Equity Stake
JEFFERSON COUNTY, AL: Bank of New York Returns Disputed $585,000

JOE ALEXANDER: Lawyer Won't Get Pay for 3 Years' Work
LACK'S STORES: Two Vacant Distribution Facilities Sold
LEHMAN BROTHERS: Wants to Hike ADR Threshold to $5 Million
LEHMAN BROTHERS: Bingham McCutchen to Provide Add'l Work
LEHMAN BROTHERS: LBI Trustee Files Six-Month Report

LEHMAN BROTHERS: Objects to AIG Global's $5.43MM Claim
LODGENET INTERACTIVE: John Pecora Discloses 6.7% Equity Stake
LORD PROVIDES: Case Summary & 20 Largest Unsecured Creditors
LPB LLC: Case Summary & 11 Largest Unsecured Creditors
LTG FORUM: Case Summary & 20 Largest Unsecured Creditors

MARCO POLO: Plan Filing Exclusivity Extended Until May 17
MARIANA RETIREMENT FUND: Senator Urges Governor to Form Commission
MARIANA RETIREMENT FUND: Gov't Challenges Bankruptcy Filing
MIDTOWN REAL ESTATE: Case Summary & 5 Largest Unsecured Creditors
MORGAN INDUSTRIES: Has $750,000 Interim Loan Approval

MRBS PARTNERS: Voluntary Chapter 11 Case Summary
NORTEL NETWORKS: Trustee Wants Pension Fight to Proceed
NORTH STONINGTON: Case Summary & 20 Largest Unsecured Creditors
PACIFIC NORTHERN: Voluntary Chapter 11 Case Summary
PATRIOT COAL: Moody's Reviews 'B2' CFR/PDR for Possible Downgrade

PENN CAMERA: Court Approves Compromise of Wells Fargo Fee Claim
PMI GROUP: Moody's Issues Summary Credit Opinion
PREGIS CORP: Moody's Withdraws 'B3' Corporate Family Rating
PRINCE SPORTS: Meeting to Form Creditors Committee on May 14
REDDY ICE: Shareholders Defend Interests in Restructuring

RENEGADE HOLDINGS: Court Moves Hearing on Tax Revenue to May 15
RICHARD WEZNER: Bankruptcy Court Won't Hear Third Party Complaint
SEAGATE TECHNOLOGY: Fitch's Affirms 'BB+' Issuer Default Rating
SEGARS PROPERTIES: Voluntary Chapter 11 Case Summary
SHARPER IMAGE: Objects to Attys' Bid to Up Fees in Gift Card Row

SHOREBANK CORP: Liquidating Plan Set for June 13 Confirmation
SOLAR TRUST: MMR Claims 50% Stake in Bankrupt Solar Project
SOLYNDRA LLC: Has Duff & Phelps and Versatax as Tax Consultants
SOLYNDRA LLC: Asks for Court OK to Hire Red Chalk as IP Broker
SP NEWSPRINT: Aims to Keep Control Over its Sale Process

STEREOTAXIS INC: Obtains Extension of Loan Maturity Until May 15
SUNG MO KIM: Can Use Virginia Plaza Revenues Through May 16
TODD MCFARLANE: Emerges From Bankruptcy Protection
US FIDELIS: Committee Files Liquidating Chapter 11 Plan
VICKERY CREEK: Case Summary & 4 Largest Unsecured Creditors

VIRGIL LAROSA: 4th Cir. Flips Ruling in Fraudulent Transfer Suit
WARREN KARCH: Sibling Lawsuit Goes to Trial
WELLS FRAMING: Case Summary & 8 Largest Unsecured Creditors
WSG CHARLOTTESVILLE: Bankruptcy Filing Stays Foreclosure Auction

* Moody's Says US Commercial Real Estate Markets Growing Slowly
* Moody's Says Increased NJ Guarantee Use Can Add to Credit Risk

* Junk Companies' Liquidity Improves in First Quarter
* April Commercial Bankruptcy Filings Drop 25% From 2011

* Newly Launched Bankruptcy Boutique to Specialize In Ch. 7

* BOOK REVIEW: Fraudulent Conveyances



                            *********

201 WESTMORELAND: Hires TDG Law Group as Bankruptcy Counsel
-----------------------------------------------------------
201 Westmoreland Associates, Ltd. asks permission from the U.S.
Bankruptcy Court to employ TDG Law Group as general bankruptcy
counsel.

The firm, among other things, will:

  -- advise the Debtor concerning all general administrative
     matters and dealings with the U.S. Trustee;

  -- represent the Debtor at all hearings before the U.S.
     Bankruptcy Court involving the Debtor, as Debtor-in-
     Possession and as Reorganized Debtor, as applicable; and

  -- to represent the Debtor with regard to all contested matters.

The firm's rates are:

    Personnel            Rates
    ---------            -----
    Attorney             $375
    Paralegal            $250

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

201 Westmoreland Associates, Ltd., filed a bare-bones Chapter 11
bankruptcy petition (Bankr. C.D. Calif. Case No. 12-22642) in its
hometown in Los Angeles on April 10, 2012.  The Debtor, in the
business of real estate investment, estimated assets and debts of
up to $50 million.  It expects that funds will be available for
distribution to unsecured creditors.  Judge Neil W. Bason oversees
the case.  The petition was signed by Manuel Meza, president of
the Debtor's general partner.


237 EAST ONTARIO: Sale Based Plan Contemplates Full Payment
-----------------------------------------------------------
237 East Ontario LLC filed a liquidating plan that provides for
the distribution of proceeds among creditors and equity holders
form the sale of the Debtor's property to EasyPark, LLC.  The plan
does not provide for the sale of the property pursuant to Section
363 of the Bankruptcy Code because the proceeds from the sale are
sufficient to pay all claims against the estate in full, even if
disputed claims are allowed in full.  The Plan instead provides
for the conventional sale of the property to the purchaser.

The Debtor's property is real estate commonly known as 237 East
Ontario Street, Chicago, Illinois 60611, which is valued at $9
million and secures ad mortgage to Podco 237 Ontario LLC of
$964,000.

Under the Plan, Podco is unimpaired and will be paid in full at
closing.  Holders of unsecured claims aggregating $6.17 million
are also unimpaired.  Holders of equity interests will be paid
from the net sale proceeds.

A copy of the disclosure statement explaining the Plan filed on
April 13, 2012 is available for free at:

           http://bankrupt.com/misc/237_EAST_ds.pdf

The status hearing on the Plan and Disclosure Statement has been
continued to May 10, 2012 at 10:30 a.m.   The hearing was
originally scheduled for April 19.

237 East Ontario LLC, a single asset real estate under 11 U.S.C.
Sec. 101(51B), filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 11-49504) on Dec. 9, 2011.  Judge Carol A. Doyle presides over
the proceeding.  The Debtor is represented by Neal Wolf &
Associates, LLC.  On Jan. 13, 2012, the Debtor disclosed total
assets of $11.06 million and total of $8.31 million.


900 LINDEN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 900 Linden Block Development, LLC
        236 West Portal Ave, Suite 413
        San Francisco, CA 94127

Bankruptcy Case No.: 12-31316

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Allan J. Cory, Esq.
                  LAW OFFICE OF ALLAN J. CORY
                  740 4th St.
                  Santa Rosa, CA 95404
                  Tel: (707) 527-8810
                  E-mail: cory@sonic.net

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

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 Koray Ergur, managing member.


ADELPHIA COMMS: Witness Says $149-Mil. Stock Buyback a Ripoff
-------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that an expert witness
for an Adelphia Communications Corp. trust took the stand Tuesday
in the Company's bid to recover $149 million it paid FPL Group
Inc. to buy back stock before going bankrupt, insisting that the
stock was worthless at the time.

According to Law360, Israel Shaked is an economics professor whom
Adelphia retained to help determine whether it received reasonably
equivalent value in exchange for its transfer of the $149 million
to FPL on Jan. 28, 1999, for the repurchase of its securities.

                  About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas is
serving 12 years in prison, and his son Timothy is serving 15
years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002.  Willkie Farr & Gallagher represented the Debtors
in their restructuring effort.  PricewaterhouseCoopers served as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006.  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.

The Adelphia Recovery Trust, a Delaware Statutory Trust, was
formed pursuant to the Plan.  The Trust holds certain litigation
claims transferred pursuant to the Plan against various third
parties and exists to prosecute the causes of action transferred
to it for the benefit of holders of Trust interests.  Lawyers at
Kasowitz, Benson, Torres & Friedman, LLP (NYC), represent the
Adelphia Recovery Trust.


AFI SERVICES: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: AFI Services LLC
        15 Philbrook Way
        The Woodlands, TX 77382

Bankruptcy Case No.: 12-33338

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: David R Jones

Debtor's Counsel: John James Sparacino, Esq.
                  ANDREWS AND KURTH
                  600 Travis, Ste 4200
                  Houston, TX 77002
                  Tel: (713) 220-4175
                  E-mail: jsparacino@andrewskurth.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 James Fales, member.


AGOSTINO'S FURNISHINGS: Case Summary & 8 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Agostino's Furnishings of Bonita Springs, Inc.
        dba Agostino's Fine Furniture & Design
        3078 N. Tamiami Trail
        Naples, FL 34103

Bankruptcy Case No.: 12-06772

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

About the Debtor: Located in the heart of Naples and Bonita
                  Springs, Agostino's -- http://www.agostinos.com/
                  -- is a family owned and managed business
                  showcasing furnishings from all over the world.
                  Agostino's staff has a passion for selecting the
                  finest and most unique, hand crafted antiques,
                  reproductions and modern classic furniture,
                  accent and accessory pieces for today's eclectic
                  interiors.

Debtor's Counsel: Stephen R. Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: sleslie.ecf@srbp.com

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

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

A copy of the Debtors' list of its eight largest unsecured
creditors is available for free at
http://bankrupt.com/misc/flmb12-06772.pdf

The petition was signed by Gus G. Sciacqua, secretary/treasurer.

Affiliates that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Agostino G. Sciacqua                   12-06762   04/30/12
Agostino's, Inc.                       12-06768   04/30/12


AIRPORT FREEWAY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Airport Freeway Plaza, Ltd.
        1132 Glade Road
        Colleyville, TX 76034

Bankruptcy Case No.: 12-42506

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Mark B. French, Esq.
                  LAW OFFICE OF MARK B. FRENCH
                  1901 Central Drive Suite 704
                  Bedford, TX 76021
                  Tel: (817) 268-0505
                  Fax: (817) 632-5413
                  E-mail: marksndecf@markfrenchlaw.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 Neil Patel, president of 1601 Airport
Freeway Plaza, LLC, Debtor's general partner.


ALL SMILES DENTAL: Files for Chapter 11 in Dallas
-------------------------------------------------
All Smiles Dental Center, Inc., and an affiliate sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 12-32924) in their hometown
in Dallas, Texas.

All Smiles is also seeking approval to tap Kane Russell Coleman &
Logan PC as attorney, and Turn Works LLC and Neil Minihane as
consultant.

According to the case docket, a meeting of creditors under 11
U.S.C. Sec. 341(a) is scheduled for June 18, 2012, at 1:30 p.m.
Proofs of claim are due Sept. 17, 2012.

All Smiles Dental Center is a dental practice management service
organization supporting 33 dental and orthodontic practices within
Texas.  The practices are at 22 different physical locations
spanning the Dallas, Fort Worth, and Houston metropolitan areas.
All Smiles Dental Professionals, P.C. ("PC") employs the clinical
staff and provides all dental and orthodontic services at these
practices.

Richard J. Malouf, D.D.S. founded All Smiles in 2002.  In June
2010, ASDC Holdings, LLC acquired 80% of the outstanding equity
interest in All Smiles.  Dr. Malouf resigned from the board as of
April 19, 2012.

ASDC Holdings is owner and holder of a Secured Promissory Note in
the original principal amount of $53.96 million dated June 30,
2010, made by the Debtor.  The debt is secured by substantially
all of the debtor's assets.  ASDC is also the owner of a secured
promissory note in the amount of $1 million dated Jan. 9, 2012.

ASDC Holding, owed a total of $61.4 million, including interest
due, on account of the notes, sent letters alleging events of
default in March 2012.

                        Road to Bankruptcy

Neil Minihane, interim president, says in a court filing that in
2008 (before the Holdings Acquisition) the Office of the Inspector
General of the U.S. Department of Health and Human Services --
FED-OIG -- began an investigation of the Debtor regarding
orthodontic services provided to Texas Medicaid patients from July
20, 2004 through Sept. 6, 2007.  As a result, the Debtor has been
in constant contact through counsel with the FED-OIG, spending
millions of dollars on legal representation while negotiating what
became a Corporate Integrity Agreement between Inc. and the FED-
OIG and Settlement Agreement among the United States, the State of
Texas, Dr. Malouf, and Inc.

In March 2012, without admitting any wrongdoing, the Debtor and
Dr. Malouf agreed to pay $1.2 million to the federal government
while Inc. agreed to institute and maintain an expensive and
robust compliance program (including engaging an independent
review organization to conduct an annual audit of claims submitted
to Medicaid).

In addition to the 2008 federal government investigation, dental
and orthodontic centers servicing the Medicaid community in Texas
became the subject of various local television investigative news
reports in the summer of 2011.  The negative reports led to a
decline in patient volume and lack of new orthodontic
authorizations that required the company to pursue a process of
retrenchment beginning in the fall of 2011.

According to Mr. Minihane, the Debtor's challenges are compounded
by an aggressive 2010 expansion of office locations.  Beginning
under the ownership of the Malouf Parties, Inc. undertook an
aggressive expansion that effectively doubled the number of
offices over a period of 18 to 24 months.  The expansion plan,
however, was poorly executed. As a result, construction costs
ballooned and the new offices were unprofitable.  From the summer
of 2011 through the winter of 2011, Inc. closed the unprofitable
offices or those without hope of restoring profitability in the
short term.  Unfortunately, Inc. still carries these office leases
on its books and they are draining resources from the healthy part
of the business.

In June 2010, the Malouf Parties sold a controlling interest in
the Debtor to ASDC Holdings.  ASDC Holdings capitalized Inc. with
a mix of equity, senior secured debt, and subordinated debt.
During the time, Dr. Malouf entered into an agreement with Caymus
Partners LLC, an investment banking firm, to represent and market
Inc. for sale to potential buyers.  After the close of sale, a
dispute arose as to whether the Malouf Parties owed a transaction
commission fee to Caymus.  Caymus obtained a $3.4 million
arbitration judgment against Inc. and began collection efforts on
Feb. 27, 2012.

                      The Chapter 11 Cases

All Smiles on the Petition Date filed a number of first day
motions, including requests to pay prepetition wages of 137
employees, access cash collateral, grant deposits to utilities,
and honor obligations to insurers.  It is seeking expedited
consideration of the first day motions.

Included in the first day motions is a request to reject office
leases for closed dental clinics.  The Debtor says it expects to
reject other leases during the court of the Chapter 11 proceeding.

The Debtor is also rejecting a lease with automobile provider Deal
Time Auto Group, LLC.

ASDC Holdings is providing debtor-in-possession financing.  The
Debtor also said there has been significant progress with HHSC
Office of Inspector General (TX-OIG) concerning the release of
payments on hold.


ALT HOTEL: Taps BMC Group as Plan Solicitation Agent
----------------------------------------------------
ALT Hotel, LLC, seeks permission from the U.S. Bankruptcy Court
for the Northern District of Illinois to employ BMC Group to act
as the Debtor's plan solicitation and voting tabulation agent.

BMC will assist the Debtor in connection with (a) soliciting
acceptances or rejections to the Chapter 11 plan, including
mailing out the solicitation packages and notices of non-voting
status, and (b) tabulating the acceptance and rejections of the
Plan based on the ballots received by the Debtor from the three
impaired classes -- Classes 1, 3 and 4.  BMC estimates its
compensation in this case will be under $5,000.

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

                       About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and
Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Illinois, serve as bankruptcy counsel to the Debtor.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and $50 million to $100 million in debts.  FTI Consulting
serves as the Debtor's financial advisors.  Affiliate PETRA Fund
REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-15500) on Oct. 20, 2010.


AMERICAN AXLE: Four Directors Elected at Annual Meeting
-------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., held its annual
meeting of stockholders on April 26, 2012.  At the meeting, AAM's
stockholders elected David C. Dauch, Forest J. Farmer, Richard C.
Lappin, and Thomas K. Walker as directors for three-year terms
expiring at the annual meeting of stockholders in 2015.
AAM's stockholders voted to approve the American Axle &
Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan and, on
an advisory basis, the compensation of AAM's named executive
officers.  The stockholders also ratified the appointment of
Deloitte & Touche LLP as the Company's independent registered
public accounting firm for the fiscal year ending Dec. 31, 2012.

On Feb. 2, 2012, the Board of Directors of American Axle approved
the American Axle & Manufacturing Holdings, Inc. 2012 Omnibus
Incentive Plan, subject to the approval of stockholders.

On April 25, 2012, the Compensation Committee of the Board of
Directors of AAM approved forms of stock option, restricted stock
unit, and cash performance award agreements under the 2012 Plan.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

The Company's balance sheet at March 31, 2012, showed
$2.50 billion in total assets, $2.87 billion in total liabilities,
and a $376.40 million total stockholders' deficit.

                           *     *     *

In January 2012, Fitch Ratings has affirmed the 'B+' Issuer
Default Ratings (IDRs) of American Axle & Manufacturing.

Fitch expects leverage to trend downward over the intermediate
term, however, as the company gains traction on its new business
wins.  Looking ahead, Fitch expects free cash flow to be
relatively weak, but positive, in 2012 with the steep ramp-up
in new business and as the company continues to make investments
in both capital assets and research and development work to
support growth opportunities in its customer base and product
offerings.  Beyond 2012, free cash flow is likely to strengthen
meaningfully as the new programs coming on line in the near term
begin to produce higher levels of cash.


AMERISTAR CASINOS: Moody's Raises Sr. Secured Loan Ratings to Ba2
-----------------------------------------------------------------
Moody's Investors Service raised Ameristar Casinos, Inc.'s senior
secured bank loan ratings to Ba2 from Ba3. The company's Corporate
Family and Probability of Default ratings were affirmed at B1.
Ameristar has an SGL-2 Speculative Grade Liquidity rating and
stable rating outlook.

The one-notch upgrade of Ameristar's senior secured bank loan
ratings reflects the increase in senior unsecured debt that ranks
below it as a result of the closing of the company's $240 million
senior unsecured add-on. The upgrade also considers that proceeds
from the $240 million add-on were used to reduce a like amount of
senior secured revolving bank debt. On a combined basis, this
provides enough incremental credit support to Ameristar's senior
secured debt, according to Moody's Loss Given Default model, to
warrant the one-notch upgrade to Ameristar's senior secured bank
debt.

Moody's decision to upgrade Ameristar's senior secured bank loan
ratings to Ba2 from Ba3 also factored in the potential increase in
senior secured debt resulting from future draws on the company's
$500 million revolver, and possibly from the accordion feature in
the company's bank loan agreement that allows for an additional
$200 million subject to certain conditions.

This rating action completes the review process that was initiated
on April 24, 2012 when Moody's placed Ameristar's senior secured
bank loan rating on review for possible upgrade. The company's B1
Corporate Family and Probability of Default ratings were affirmed
at that time.

Ratings affirmed and LGD estimates revised were applicable:

Corporate Family Rating at B1

Probability of Default Rating at B1

$800 million senior unsecured notes due 2021 at B3 (LGD 5, 81%)

$240 million senior unsecured notes due 2021 at B3 (LGD 5, 81%)

Ratings upgraded:

$500 million senior secured revolver expiring 2016 to Ba2 (LGD 2,
26%) from Ba3 (LGD 3, 31%)

$200 million senior secured term loan A 2016 to Ba2 (LGD 2, 26%)
from Ba3 (LGD 3, 31%)

$700 million senior secured term loan B due 2018 to Ba2 (LGD 2,
26%) from Ba3 (LGD 3, 31%)

Ratings Rationale

Ameristar's B1 Corporate Family Rating reflects Moody's
expectation that the company's free cash flow over the next few
years will more than likely go towards development activity as
opposed to the reduction of debt. As a result, Moody's expects
that Ameristar's debt/EBITDA will remain near 6.0 times in the
foreseeable future, a level Moody's typically considers high for a
B1 rated gaming issuer. Also considered is that over 40% of the
company's property-level EBITDA still comes from two properties
located in Missouri. This exposes the company to sudden short
and/or long-term changes to market conditions in both St. Louis
and Kansas City.

Positive ratings consideration is given to Ameristar's very
profitable operations relative to its peers. This reflects the
company's efficient and effective operations, leading market share
position in several markets, and the implementation of an
aggressive expense reduction program.

Ameristar's SGL-2 Speculative Grade Liquidity rating indicates
good liquidity. The SGL-2 incorporates Moody's view that Ameristar
will generate approximately $150 million of free cash flow during
the next 12-month period, and that all or a portion of it will be
used for casino development. The SGL-2 also recognizes that
Ameristar has no material scheduled debt maturities until 2016 and
incorporates Moody's view that the company will not have
difficulty maintaining compliance with its financial covenants.

The stable rating outlook is based on Moody's assumption that
Ameristar will continue to generate cash flow after interest,
taxes, capital expenditures and dividends of about $150 million in
each of the next 3 years. Moody's expects this will provide the
company with the financial resources to simultaneously develop a
casino in Lake Charles, Louisiana and maintain debt/EBITDA below
6.0 times. The stable outlook also considers that the recent
acquisition of a gaming license in Lake Charles provides Ameristar
with a diversification opportunity.

Ratings could be lowered if it appears that monthly gaming revenue
trends in the major markets in which Ameristar currently operates
experience a material decline and that the company will not be
able to maintain debt/EBITDA at or below 6.0 times over the next
several years. A higher rating would likely require that Ameristar
achieve and sustain debt/EBITDA at or below 5.0 times in addition
to maintaining a Speculative Grade Liquidity rating of at least
SGL-2. A higher rating would also likely require that Moody's
believes monthly gaming revenue trends in the major markets in
which Ameristar currently operates will show long-term sustainable
improvement.

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

Ameristar owns and operates eight hotels/casinos in seven
jurisdictions. The company generates approximately $1.2 billion of
consolidated net revenues.


ANGOLA LUMBER: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Angola Lumber Company, Inc.
        306 West Mill Street
        Angola, IN 46703

Bankruptcy Case No.: 12-11495

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: R. David Boyer II, Esq.
                  927 S Harrison Street, Suite 200E
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7123
                  Fax: (260) 407-7137
                  E-mail: db2@boyerlegal.com

Scheduled Assets: $1,016,905

Scheduled Liabilities: $1,737,351

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/innb12-11495.pdf

The petition was signed by Dan Headley, president.


ANTHONY FAMILY: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Anthony Family Limited Partnership
        200 Washington Avenue
        Dravosburg, PA 15034

Bankruptcy Case No.: 12-22257

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Thomas P. Agresti

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  E-mail: rol@lampllaw.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 two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/pawb12-22257.pdf

The petition was signed by Douglas Hagy, CFO.

Affiliate that previously filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Ray G. Anthony                         10-26552   09/14/10


ANTS SOFTWARE: CEO, Entire Board of Directors Resign
----------------------------------------------------
Ants Software Inc. disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that all of its directors
resigned from all positions.  They are:

   -- Robert H. Kite, a director of Ants Software Inc., the
      Chairman of the Company, the Chair of the Company's
      Compensation Committee, the Chair of the Company's Corporate
      Governance and Nominating Committee, and a member of the
      Company's Audit Committee;

   -- Francis K. Ruotolo, a director of the Company, and a member
      of the Company's Corporate Governance and Nominating
      Committee;

   -- Robert Jett, a director of the Company, a member of the
      Company's Compensation Committee, and a member of the
      Company's Audit Committee;

   -- Ari Kaplan, a director of the Company, and a member of the
      Company's Compensation Committee;

   -- Craig Campbell, a director of the Company, the Chair of the
      Company's Audit Committee, and a member of the Company's
      Corporate Governance and Nominating Committee; and

   -- Joseph Kozak, a director of the Company, and the President
      and Chief Executive Officer of the Company, resigned from
      all positions.

None of them had any disagreement with the Company on any matter
relating to the Company's operations, policies, or practices.

On April 30, 2012, prior to Mr. Kozak's resignation, Dr. Frank N.
Kautzmann III was named a director of the Company.  Dr. Frank N.
Kautzmann III is expected to name additional directors of the
Company.

On April 19, 2012, the Company filed a Certificate of Designation
to its Articles of Incorporation creating a series of stock called
Series B Preferred Stock.

                        About Ants software

ANTs software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

ANTs has not filed financial statements with the Securities and
Exchange Commission since May 2011, when it disclosed that it had
a net loss of $27.01 million in three months ended March 31, 2011,
compared with a net loss of $20.7 million in the same period in
2010.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.

The Company reported a net loss of $42.4 million for 2010,
following a net loss of $23.3 million in 2009.


ARCH COAL: Fitch Cuts Issuer Default Rating, Sr. Unsec Notes to B+
------------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) and
senior unsecured notes to 'B+' from 'BB-' for Arch Coal, Inc.
(Arch Coal; NYSE: ACI).  In addition, Fitch assigns a 'BB/RR1'
rating to the prospective $1 billion, six year, term loan.

The Rating Outlook is Stable.

Arch Coal announced commitments for a new $1 billion term loan and
plans to reduce its revolver to $1 billion from $2 billion.  The
proceeds of the loan will reduce borrowings under the revolver
($425 million at March 31, 2012) and to repay $450 million Arch
Western notes due July 1, 2013.  The term loan will not have
financial maintenance covenants.  The revolver covenants will be
amended with total leverage suspended over the next two years in
favor of a new minimum EBITDA covenant.

Arch Coal benefits from large, well diversified operations and
good control of low-cost production.  The credit ratings also
reflect oversupply in the domestic steam coal market which is
expected to result in substantially lower earnings through at
least 2013.  Weak earnings and high debt levels post the
acquisition of International Coal Group in 2011 will result in
high leverage metrics over the period offset by strong liquidity.

At March 31, 2012, pro forma liquidity remains solid, with cash on
hand estimated at $200 million and $1 billion of availability
estimated under the company's credit facilities.  The $250 million
accounts receivable facility matures Dec. 11, 2012, and is
renewable annually.  The $2 billion (reducing at transaction close
to $1 billion) revolving credit facility matures in June 2016.
Fitch expects Arch Coal to manage within the amended covenants.

Fitch expects negative free cash flows (operating cash flow less
capital expenditures less dividends) could be between $150 million
and $370 million for 2012.  Pro forma current maturities are quite
modest reflecting $10 million in term loan amortization per year
and amounts due under the annually renewable accounts receivable
facility ($106 million as of Dec. 31, 2011).

Total debt/EBITDA for the latest 12 months ended March 31, 2012
was 4.5 times (x).  Upon initiating the rating in June 2011, Fitch
had expected total debt/operating EBITDA to decline below 3.0x by
the end of 2012 whereas Fitch currently expect leverage could be
above 6.5x until the domestic steam coal market achieves balance.

The recovery rating on the senior secured bank facility of 'RR1'
reflects outstanding recovery prospects given default.  Fitch's
methodology allows for a three notch uplift from the IDR.  Fitch
views two notches as appropriate in this instance at the 'B+' IDR
level given compression.

The Stable Outlook reflects Fitch's expectation that Arch Coal
will be free cash flow negative over the next 24 months but has
sufficient liquidity to manage through the downturn.

Fitch would consider a negative rating action if liquidity
deteriorates more than anticipated. Fitch would consider a
positive rating action if debt levels are materially reduced.

Fitch has taken the following rating actions:

Arch Coal, Inc.

  -- IDR downgraded to 'B+' from 'BB-';
  -- Senior unsecured notes downgraded to 'B+/RR4' from 'BB-';
  -- Senior secured revolving credit facility assigned a recovery
     rating of 'RR1' and affirmed at 'BB'; and
  -- Prospective senior secured term loan assigned a rating of
     'BB/RR1'.

Arch Western Finance, LLC

  -- Senior unsecured notes downgraded to 'B+' from 'BB-'.




ARCH COAL: Moody's Cuts CFR/PDR to 'B1'; Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded Arch Coal Inc's corporate
family rating (CFR) and probability of default rating to B1 from
Ba3. At the same time, Moody's downgraded the ratings on the
company's senior unsecured debt to B2 from B1, and assigned a Ba2
rating to Arch's amended credit facility, which will include $1
billion secured term loan and $1 billion secured revolver. Moody's
also assigned a speculative grade liquidity (SGL) rating of SGL-3.
The outlook is negative.

Moody's took the following rating actions:

Downgrades:

  Issuer: Arch Coal, Inc.

     Probability of Default Rating, Downgraded to B1 from Ba3

     Corporate Family Rating, Downgraded to B1 from Ba3

     Senior Unsecured Regular Bond/Debenture, Downgraded to B2,
     LGD4, 69 % from B1, LGD4, 65 %

Assignments:

  Issuer: Arch Coal, Inc.

     Speculative Grade Liquidity Rating, Assigned SGL-3

     Senior Secured Bank Credit Facility, Assigned Ba2, 21 - LGD2

Outlook Actions:

  Issuer: Arch Coal, Inc.

     Outlook, Changed To Negative From Stable

Ratings Rationale

The downgrade reflects Moody's expectation that Arch's credit
metrics will contract and liquidity will deteriorate in 2012, due
to challenges facing the company's thermal coal business and the
softness in the metallurgical coal market. Moody's expects that
sales volume from Arch's Powder River Basin (PRB) business will
decline by 10-15% as compared to 2011, while the margins will
contract in the Appalachian business on lower metallurgical coal
prices and higher costs, even as the mix of sales shifts in favor
of met from thermal. Moody's expects that Arch's Debt/EBITDA, as
adjusted, will be in excess of 7x in 2012. Moody's also believes
that credit metrics will remain weak in 2013, as delivered prices
for thermal coal may contract due to lower spot prices in 2012,
even though Arch's substantial contracted position for 2013 at
favorable prices will mitigate this impact. Moody's expects that
volumes of delivered coal will rebound in 2013 but are unlikely to
return to pre-2012 levels. The extent of rebound in volumes will
depend, in part, on weather and natural gas prices. Moody's
expects that metallurgical coal prices will rebound through the
end of 2012 and beyond; however, metallurgical coal prices are
volatile, affecting stability and predictability of margins of the
company's Appalachian business.

The SGL-3 liquidity rating reflects Moody's expectation that over
the next twelve to eighteen months, Arch will have sufficient
liquidity, but that the liquidity position will deteriorate. As of
March 31, 2011, Arch had $117 million in cash and approximately
$1.6 billion available under its $2 billion revolver. Subsequent
to the proposed credit facility amendment, the full amount under
the revised $1 billion revolver will be available. The proceeds
from $1 billion term loan will be used to retire existing revolver
borrowings, to repay $450 million senior unsecured notes of Arch
Western Finance, and to increase cash balance. The amendments to
the secured credit facility will include covenant relief, and
Moody's expects Arch to be in compliance with the revised
covenants, even though available headroom will be limited. Moody's
expects that outstanding revolver borrowings will increase through
2013, to accommodate negative free cash flows over that horizon.

The secured debt rating of Ba2 and senior unsecured debt rating of
B2, relative to the B1 CFR, reflect their position in the capital
structure and priority of claims in the event of default. The new
secured credit facilities will be secured by substantially all
assets of the company and its subsidiaries.

The deterioration in Arch's financial performance is largely
driven by the market conditions and challenges facing the US
thermal coal industry. Unusually warm weather in the US and low
natural gas prices in 2011-2012 led to a collapse in coal prices
across most coal producing regions and production cuts across the
industry, with utilities decreasing their coal-fired generation in
favor of lower-priced gas. For the longer term, sustainable low
natural gas prices, combined with environmental regulations
disadvantaging coal, will slowly continue to erode coal's position
as a raw material for electric generation.

Arch's B1 CFR reflects its geographic and operating diversity, low
level of legacy liabilities, extensive high quality and low-cost
reserves, and access to multiple transportation options. Factors
that constrain the rating include high leverage, high capital
expenditures, weakness in the US thermal coal markets, volatility
of met coal prices, inflationary cost pressures, and the inherent
geological and operating risk associated with mining. Furthermore,
coal mine productivity and costs have been adversely impacted by
stricter mine safety inspections and greater difficulty in
permitting mines and refuse disposal sites due to heightened
environmental concerns.

The negative outlook reflects Moody's expectation that credit
metrics will remain weak through 2013 while the domestic coal
market will continue to face challenging conditions for the
foreseeable future, with the extent of and timing of recovery
uncertain. That said, the outlook could be stabilized if Moody's
expected Debt/EBITDA ratio, as adjusted, to trend towards 4.5x. A
further downgrade would be considered if Debt/ EBITDA is expected
to remain above 5.5x on a sustained basis after 2012, if quarterly
earnings continue to erode, or if there are substantial concerns
over the company's liquidity position or covenant compliance.

The principal methodology used in rating Arch Coal Inc 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.


BAKERS FOOTWEAR: To Offer 1MM Shares Under 2012 Compensation Plan
-----------------------------------------------------------------
Bakers Footwear Group, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement registering
1,010,000 shares of common stock issuable under the Company's 2012
Incentive Compensation Plan.  The proposed maximum aggregate
offering price is $772,650.  A copy of the prospectus is available
for free at http://is.gd/hIODtv

                       About Bakers Footwear

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

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

The Company's balance sheet at Jan. 28, 2012, showed
$41.71 million in total assets, $58.32 million in total
liabilities, and a $16.61 million total shareholders' deficit.

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

                        Bankruptcy Warning

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


BERNARD L. MADOFF: Liquidator Wants 2nd Circ. to Back Ch. 15
------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that the liquidator for
Bernard L. Madoff feeder fund Fairfield Sentry Ltd. asked the
Second Circuit on Thursday to uphold the British Virgin Islands-
based company's Chapter 15 bankruptcy filing, which blocked a suit
by U.S. shareholders bilked in Madoff's infamous Ponzi scheme.

According to Law360, Kenneth Krys responded to Morning Mist
Holdings Ltd.'s appeal of a New York federal judge's July 2010
order granting Fairfield's Chapter 15 petition.  That decision
recognized the BVI action as a foreign main proceeding and put the
brakes on U.S. suits against Fairfield.

Meanwhile, American Bankruptcy Institute reports that Trustee
Irving Picard, who said last year that he hoped to pay investors
in Bernard Madoff's defunct firm as much as $65 billion, has only
put his hands on about $2.6 billion to actually give back to
customers.

                      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.


BLUE SPRINGS: Has Go-Signal to Pay Suppliers Thru Return Credit
---------------------------------------------------------------
Blue Springs Ford sought and obtained approval from the U.S.
Bankruptcy Court to pay certain claims of so-called critical
single source supply vendors solely through return credits.  No
cash of the Debtor will be used to pay the Single Source Vendor
Claims.

The Debtor said the Single Source Vendors supply goods and
services that are indispensably necessary to the Debtor's
operations.  The Debtor has established programs with each of the
Single Source Vendors that are part of an integral to Ford Motor
Company's business model and requirements for Ford-authorized
dealers, such as the Debtor.  The Debtor has undertaken a thorough
review of its accounts payable and ongoing operations to identify
the amount of each of Single Source Vendor's claim, as well as the
amount of the credit the Debtor may receive for returning certain
obsolete, out of date, or excess product to any Single Source
Vendor.

According to the Debtor, it maintains relationships with A.E.R.
Distributing, a Ford Authorized Distributor which provides gas
engines, transmissions, diesel engines, converters, and other
products.  AER is a single source supply vendor.

In its request, the Debtor proposed:

     -- to return in its sole discretion and to the extent
determined by the Debtor to be necessary, Obsolete Powertrain
Product to AER on an ongoing basis;

     -- that AER, upon its receipt of such Obsolete Powertrain
Product, be authorized to credit the full invoice amount of any
returned Obsolete Powertrain Product to AER's Pre-Petition Claim
to the extent necessary to pay AER's Pre-Petition Claim in full
and then to pay any invoices for post-petition purchases of
Powertrain Product by the Debtor from AER;

     -- to return in its sole discretion and to the extent
determined by the Debtor to be necessary, to return the Current
Obsolete Parts to Factory Motor Parts, another supplier, and to
return, on an ongoing basis, Future Obsolete Parts to FMP; and

     -- that FMP, upon its receipt of any of the Current Obsolete
Parts or any Future Obsolete Parts, be authorized to credit the
full invoice amount of any such returned parts to FMP's Pre-
Petition Claim to the extent necessary to pay FMP's Pre-Petition
Claim in full and then to pay any invoices for post-petition
purchases of parts by the Debtor from FMP; and

If, following receipt of returned parts or product, a Single
Source Vendor declines or otherwise attempts to refuse to apply
the Return Credit to the Single Source Vendor Claims or to
subsequent invoices, the Debtor may in its sole discretion:

     (a) declare without further Court order that (i) the full
invoice amount of the Returned Product delivered to the applicable
Single Source Vendor on account of the Single Source Vendor Claims
be deemed a Return Credit and shall have been in payment of and
credit against outstanding post-petition claims of such claimant;
and (ii) demand the repayment of the Single Source Vendor Claim to
the extent that the aggregate amount of such Returned Credit
exceeds the post-petition obligation then outstanding without
giving effect to any rights of setoff, claims, or otherwise, or

     (b) seek an order from the Court on notice to the applicable
Single Source Vendor requiring payment to the Debtor in the full
invoice amount of Returned Product not applied as a Return Credit.

                        About Blue Springs

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  Christopher A. Ward, Esq., at
Polsinelli Shughart PC, serves as the Debtor's counsel.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.  The
petition was signed by Robert C. Balderston, president.

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.


BRIAND PROPERTIES: Calif. App. Ct. Affirms Ruling in Mooser Suit
----------------------------------------------------------------
In the lawsuit, Briand Properties, et. al., Plaintiffs and
Respondents, v. Emile Mooser, Defendant and Appellant, No. H036666
(Calif. App. Ct.), the defendant seeks review of a preliminary
injunction issued in favor of Michael Dorian and Alexandra Kane-
Dorian and the two entities of which the Dorians were principals,
Briand Properties LLC and Morgan-Kane Foodservice Group, Inc.  The
Defendant contends the superior court's ruling was unsupported by
the facts and the law governing the parties' relationship.  The
Court of Appeals of California, Sixth District, however, held it
did not find abuse of discretion and therefore affirmed the order.
A copy of the Court's May 1, 2012 decision is available at
http://is.gd/PsNyqWfrom Leagle.com.

The dispute stemmed from the 2007 sale of Mr. Mooser's restaurant,
Emile's, to the Dorians.  The restaurant was initially successful,
but throughout that year and over the next two years, the Dorians
became increasingly concerned that Mr. Mooser was interfering with
their business by belittling the owners and staff, arranging for
team-building classes while the owners were absent, refusing to
reimburse plaintiffs for gift certificates customers had bought
before the sale but were redeeming afterward, and diverting
business away from Emile's.  Mr. Mooser also failed to perform the
training as promised in the consulting agreement.

In October 2008 Mr. Dorian informed Mr. Mooser that the September
payment on the mortgage was being withheld until they resolved the
issues over his defamatory attacks and solicitation of team-
building business outside of the consulting agreement.  Mr. Mooser
then offered a six-month modification of the mortgage at a 1%
increase in the interest rate (to 7%), to which Mr. Dorian agreed.
In April 2009 Mr. Mooser offered to extend the modification period
in exchange for a permanent increase in the interest rate to 8%.
Mr. Dorian eventually agreed, though he insisted that defendant
"back off" from attacking the business.

By July 2009 the value of the pre-escrow gift certificates that
customers had redeemed had grown to between $7,000 and $9,000.
Mr. Mooser agreed to credit Briand Properties for the $4,040 July
15 mortgage payment instead of reimbursing Emile's in cash.  On
Aug. 17, 2009, however, Mr. Mooser recorded a notice of default
claiming money due for both the July and August 2009 payments,
even though the August payment was still within the five-day grace
period.  Mr. Dorian attempted to negotiate with Mr. Mooser over
the next few months, but was unsuccessful.  Mr. Dorian twice
tendered the full amount due in November, plus the November
payment, for a total of $25,845.  Mr. Mooser's agent, however,
refused to accept it, telling him to pay only what the foreclosure
company demanded, $21,805; the agent promised to secure him a few
days beyond Thanksgiving to make the November payment.  On Dec. 1,
Mr. Dorian tendered the November mortgage payment.  Through his
agent, however, Mr. Mooser refused the tender and instituted a
second foreclosure, which called for nearly $4,000 in fees for the
proceeding.  The foreclosure trustee recorded a notice of
trustee's sale to take place on April 6, 2010.

Briand Properties filed for Chapter 11 bankruptcy (Bankr. N.D.
Calif. Case No. 10-53503) on April 5, 2010.  Judge Roger L.
Efremsky presides over the case.  The Law Offices of Stanley A.
Zlotoff -- zlotofflaw@gmail.com -- presides over the case.  In its
schedules, the Company said assets total $820,000 while debts
total $1,407,631.  A copy of the Company's list of 3 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/canb10-53503.pdf The
petition was signed by Michael Dorian, managing member.

On Sept. 30 the bankruptcy court modified the automatic stay to
allow Mr. Mooser to complete the foreclosure proceedings.  The
bankruptcy case was dismissed on Dec. 30, 2010.

Meanwhile, on April 14, 2010, the San Jose Mercury News reported
that Mr. Mooser had been charged with possession of child
pornography.  The felony complaint, filed on Sept. 3, 2009, dated
the crime as occurring on Jan. 9, 2009.  Mr. Mooser pleaded no
contest to the charge on Dec. 8, 2010.  When Mr. Mooser's arrest
became public, patronage from customers significantly dropped off.

Briand Properties, Morgan-Kane, and Michael Dorian initiated the
state court action on Oct. 22, 2010, seeking damages and
injunctive relief.  In their complaint they alleged (1)
intentional misrepresentation of the source of Mr. Mooser's
revenue, Mr. Mooser's intention to retire, his reputation as a
citizen in the community, and his intention to reimburse Briand
when the gift certificates he had sold were redeemed by customers;
(2) negligent misrepresentation of the same facts; (3) concealment
of material information about Mr. Mooser's criminal activity and
the financial details of his business; (4) false promises to
assist in the transition and success of the restaurant after the
purchase; (5) breach of contract; (6) negligent and intentional
interference with prospective business advantage; (7) negligent
and intentional interference with contracts plaintiffs had with
restaurant staff, prospective corporate and individual customers,
and others; (8) trade libel by disparaging the quality of the
restaurant's personnel and food; (9) unfair business practices;
(10) negligence in assisting in the continued operation of the
restaurant as he had promised; (11) violation of Civil Code
section 2923.5 in the foreclosure proceeding; and (12) wrongful
foreclosure.


BROWNSVILLE PROPERTY: Lawsuit Over Failed Sale Stays in Bankr. Ct.
------------------------------------------------------------------
The lawsuit, Falck Properties, LLC., v. Parkvale Financial
Corporation, a/k/a Parkvale Bank, a Pennsylvania Financial
Institution, Adv. Proc. No. 12-2054 (Bankr. W.D. Pa.), will stay
in bankruptcy court to be administered alongside the Chapter 7
liquidation case of Brownsville Property Corporation, Inc., after
Bankruptcy Judge Thomas P. Agresti rejected a motion to dismiss
filed by Parkvale and a motion to remand the action to state court
filed by Falck.  The judge also permitted Falck to amend the
complaint.

The lawsuit stemmed from the failed sale of BPC's property to
Falck and attempts by Parkvale, the primary secured creditor in
the BPC bankruptcy, to foreclose on the property.  Falck
originally filed the lawsuit -- Falck Properties, LLC v. Parkvale
Financial Corporation, No. GD 11-027202 -- in Allegheny County
Court of Common Pleas on Dec. 29, 2011.  Parkvale on Jan. 27,
2012, filed a Notice of Removal to the District Court, together
with a motion asking the District Court to refer the matter to the
Bankruptcy Court.  On Feb. 8, 2012, the Hon. Terrence F. McVerry
of the District Court signed a consent order which the Parties had
submitted agreeing that the case would be referred to the
Bankrutpcy Court for decision, while reserving the right of the
Parties to litigate all issues relating to the removal and the
underlying case.

Brownsville Property Corporation -- BPC -- was a non-profit
corporation that filed a Chapter 7 bankruptcy petition (Bankr.
W.D. Pa. Case No. 10-21959) on March 22, 2010.  The sole asset of
BPC was real estate located at 125-127 Simpson Road, Brownsville,
Pa., on which was operated a facility known as Brownsville Tri-
County Hospital, and a medical office building.  The real property
consisted of Fayette County Parcel Nos. 30-04-0202 and 30-04-0202-
T0-0.

Brownsville Health Solutions, Inc. a/k/a Brownsville Health
Services Corporation, which operated Brownsville Tri-County
Hospital, is itself a debtor in an associated Chapter 11
bankruptcy case (Bankr. W.D. Pa. Case No. 09-20998) that was filed
on Feb. 18, 2009, and subsequently converted to Chapter 7.

Brownsville General Hospital, Inc., which has also filed a case
under Chapter 7 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
06-20253), was an earlier version of the entity that operated the
medical facility, and formerly owned the Property before it was
conveyed to a newly-created BPC.  The BGH bankruptcy petition was
filed on Jan. 24, 2006.

West Point Health Corporation, which owned condominium units and
leaseholds in buildings which were part of the medical facility,
also filed for Chapter 7 (Bankr. W.D. Pa. Case No. 10-2146-TPA),
on March 29, 2010.

The same Chapter 7 Trustee is administering the BPC, BHS, and West
Point bankruptcy estates.  In the BGH case, a plan was confirmed
and a Plan Administrator appointed.

The was Parkvale, which held a first and second lien position on
the Property pursuant to mortgages granted in 2007 as part of a
loan transaction involving BPC and other Brownsville entities. The
loan went into default pre-bankruptcy, and in 2009 Parkvale caused
a default judgment to be entered in Fayette County against BPC in
the amount of $1,415,903.  Parkvale had scheduled the Property to
be sold at a sheriff sale when the filing of the BPC case
intervened to stay the sale.

On May 14, 2010, Parkvale filed a motion to dismiss the BPC
bankruptcy case for cause under 11 U.S.C. Sec. 707(a) as having
not been filed in good faith, and in the alternative sought relief
from stay so the sheriff sale could proceed.  The Court entered an
Order on Aug. 18, 2010, granting the motion in part and directing
that the BPC property be sold by Nov. 15, 2010, with Parkvale to
be paid in full out of the sale proceeds.  That same Order also
provided that if the Property was not sold by the Nov. 15
deadline, then the BPC bankruptcy would be dismissed and Parkvale
could proceed with a sheriff sale on Nov. 18.

The Trustee attempted to sell the Property at a public auction in
September 2010, but there were no bids made.  On Oct. 15, 2010, a
further Order was entered which, inter alia, amended the Aug. 18
Order to provide that the case would not be dismissed if a motion
to sell the Property were filed with the consent of Parkvale prior
to the Nov. 18 sheriff sale permitted by the prior order.

On Nov. 10, 2010, the Trustee entered into a "binding letter of
intent" with Falck whereby Falck agreed to buy the Property (along
with a separate condominium unit located at 104 Simpson Road and
owned by BHS) for $1.8 million.  On Nov. 12, the Trustee filed a
motion seeking approval of the sale.

The Sale Motion, which was not filed with Parkvale's consent,
proposed that the sale to Falck be approved, with a closing to
occur on or before the later of 75 days after Court approval of
the sale, or Jan. 31, 2011, that Falck tender payment of $100,000
in hand money to Parkvale and that no further contingencies be
recognized.  The Trustee asked that the Sale Motion be heard
before the scheduled Nov. 18 sheriff sale.

Parkvale objected.  While it complained about the "last second"
nature of the Sale Motion and various other aspects of the
proposed sale, Parkvale said it would be willing to consent to the
sale if certain conditions were met, including the closing to
occur by Dec. 31, 2010 and the $100,000 of hand money to be
immediately paid to Parkvale.

An expedited hearing on the Sale Motion was held on Nov. 17, 2010.
Counsel for Parkvale stated at the time that his client would be
willing to agree to a January 31, 2011 closing deadline for the
sale to Falck if the non-refundable deposit was increased to
$180,000.  The Court then issued an Order providing for the
payment of $180,000 in hand money to Parkvale by Nov. 25, 2011
($150,000 of this to come from Falck, and $30,000 from the Plan
Administrator in the BGH bankruptcy), such to be non-refundable
unless on or before Nov. 30, 2011, the BPC Trustee discovered he
could not convey good title to the Property, or Falck was not
ultimately the successful bidder for the Property.

A further hearing on the Sale Motion and possible auction was
scheduled for Dec. 1, 2011.  At that time an order was entered
approving the sale to Falck, subject to the condition that the
closing had to occur on or before Jan. 31, 2011.  A failure to
close by the deadline would mean that the approval was
automatically withdrawn and Parkvale could proceed with a sheriff
sale on the Property, tentatively scheduled for Feb. 10, 2012.

On Dec. 21, 2011, a further order was issued on consent of the
Parties resolving a gas lease issue connected with the Property,
and again confirming the Jan. 31 deadline for closing.

The Court heard nothing further about the matter by the Jan. 31
deadline and assumed that a closing on the Property had occurred.
However, on Feb. 6, 2011 Falck filed an Emergency/Expedited Motion
for Extension of Sale Closing or in the Alternative Emergency
Motion for Rescission.  The Emergency Motion represented that, by
agreement of the Parties, the closing deadline had been extended
to Feb. 9, 2012, one day prior to the scheduled sheriff sale.  It
further represented that subsequent to the Dec. 21, 2011 Order,
two new issues had come up that were interfering with a closing.

First, Falck alleged that on Jan. 20, 2011, it learned that the
Property was not zoned for commercial use, but rather for
residential, which significantly lowered the appraised value of
the Property and jeopardized financing.  Falck alleged that it had
filed a petition seeking to have the zoning for the Property
changed, but it would take some time for that process to be
completed.  Second, Falck alleged that it discovered there were
unpaid real estate taxes of $242,000 on the Property, and it was
engaged in negotiations with the proper local authorities to try
to resolve that matter.  Falck asked either that the closing date
be extended for a "reasonable time" or that the sale contract be
rescinded and its deposit refunded on the basis of "mutual
mistake" (on the theory that both sides incorrectly assumed the
Property was zoned commercial and had negotiated based on that
assumption).

Parkvale objected to Falck's request, asserting that Falck was
simply guilty of inadequate due diligence and that the Dec. 1,
2010 and Dec. 21, 2010 Orders were final and controlling.
Parkvale represented that it had been skeptical of Falck's ability
to close even back at the Nov. 17, 2011 hearing, but that repeated
assertions had been made to it and the Court that Falck could
close, and do so by Jan. 31, 2011.  Parkvale said it had agreed
voluntarily to extend that deadline to Feb. 9, 2011, but would not
agree to any further extension.

A hearing on Falck's request was held on Feb. 9, 2011.  At that
time, the Court advised the Parties that it had reviewed Falck's
request and was prepared to deny it, but would prefer if the
Parties could come to some agreement to resolve matters. Counsel
for Parkvale then made a proposal that the Feb. 10 sheriff sale be
permitted to proceed, but that if Parkvale was the successful
bidder at that sale, it would give Falck an exclusive option to
purchase the Property on the same terms as provided in the Sale
Motion, with any closing to occur by a firm, March 26, 2011
deadline.  Falck agreed to the proposal.  The Court's Feb. 9 Order
approved the proposal and denied Falck's alternative request to
rescind the prior sale contract.

The Court heard nothing further about the matter from any of the
Parties until the removal of the state court case to the
Bankruptcy Court.

In the State Court Complaint, Falck sues Parkvale for (Count I)
breach of contract and (Count II) unjust enrichment, and seeks
jury trial.  Falck alleges that its plan was to purchase the
Property and develop it for use as student housing and for medical
offices.  Falck said it initially believed the Property was zoned
commercial, but at some point discovered that it was actually
zoned residential, with the operation of the medical facility
having been a pre-existing, non-conforming use.

Falck said that subsequent to the Feb. 9, 2011 Order, Parkvale
refused to agree to refrain from interfering with Falck's pursuit
of a zoning appeal unless Falck paid Parkvale an additional
$50,000 in non-refundable hand money, and when Falck refused to do
so, Parkvale successfully moved to quash that appeal.  Falck is
seeking damages for the alleged breach of contract, including loss
of the hand money it paid, maintenance expenses for the Property
that it paid, fees and costs incurred with attempting to close on
the Property, and the loss of anticipated income.

A copy of Judge Agresti's April 30, 2012 Memorandum Opinion is
available at http://is.gd/lT1RjUfrom Leagle.com.


BY INVITATION ONLY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: By Invitation Only LP
        215 W. College Street
        Grapevine, Tx 76051

Bankruptcy Case No.: 12-42472

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: John J. Gitlin, Esq.
                  LAW OFFICES OF JOHN GITLIN
                  5323 Spring Valley Road, Suite 150
                  Dallas, TX 75254
                  Tel: (972) 385-8450
                  Fax: (972) 385-8460
                  E-mail: johngitlin@gmail.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 Tom Crown, managing member of general
partner.


CDC CORP: Beats Back Motion to Dismiss, Opens Door to Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CDC Corp. surmounted an obstacle to a Chapter 11 plan
paying millions to shareholders when the bankruptcy court in
Atlanta denied a motion to dismiss the reorganization.

The report recounts that CDC sold its 87% interest in CDC Software
Corp. for enough to pay creditors in full, with millions left for
shareholders.  Subsidiary China.com Inc. filed a motion to dismiss
the Chapter 11 case, contending shareholders should fight out
their disputes in other courts.

According to the report, the bankruptcy judge denied the dismissal
motion on May 1, opening the door to another hearing May 22 for
approval of a disclosure statement explaining the reorganization
plan.

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.

                          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.


CF INDUSTRIES: Moody's Raises Senior Unsecured Rating From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service upgraded CF Industries Holdings, Inc.
(CF) senior unsecured rating to Baa3 from Ba1 and assigned a
positive ratings outlook. The decision to raise the rating
reflects management's conservative fiscal posture, their rapid
debt reduction following the 2010 Terra acquisition, along with
the enhanced strength of CF's cash flow resulting from robust
conditions in CF's fertilizer markets. As the Nitrogen fertilizer
industry, supported by low North American natural gas prices,
approaches peak cyclical conditions, CF's credit ratios have, and
will likely for the intermediate term, exceed levels that support
a Baa3 investment grade rating.

Moody's current ratings on CF Industries Holdings and its
affiliates are:

  CF Industries Holdings, Inc.

    Senior Unsecured Guaranteed Regular Bond/Debenture, Upgraded
    to Baa3 from Ba1

    Corporate Family Rating, Ba1 rating withdrawn

    Probability of Default Rating, Ba1 rating withdrawn

    Speculative Grade Rating, SGL-1 withdrawn

    Senior Secured Shelf (domestic currency) Rating raised to
    (P)Baa2 from (P)Baa3

    Senior Unsecured Shelf (domestic currency) Rating raised to
    (P)Baa3 from (P)Ba1

    Subordinate Shelf (domestic currency) Rating raised to (P)Ba1
    from (P)Ba2

    Preferred Shelf (domestic currency) Rating raised to (P)Ba2
    from (P)Ba3

    Outlook raised to positive from stable.

  CF Industries, Inc.

    BACKED Senior Unsecured (domestic currency) Rating raised to
    Baa3 from Ba1

    BACKED Senior Secured Shelf (domestic currency) Rating raised
    to (P)Baa2 from (P)Baa3

    BACKED Senior Unsecured Shelf (domestic currency) Rating
    raised to (P)Baa3 from (P)Ba1

    BACKED Subordinate Shelf (domestic currency) Rating raised to
    (P)Ba1 from (P)Ba2

Rating Rationale

The Baa3 rating reflects the expanded market positions and cash
flows (gained through the 2010 Terra acquisition) combined with
robust market conditions, particularly for the nitrogen industry
over the intermediate term. The rating is positively impacted by
the strong liquidity position, low leverage, and management's
demonstrated conservative financial philosophy. Historically low
natural gas prices in North America provide CF with considerable
cost advantages (natural gas represents approximately 70% of the
cash cost of manufacturing ammonia, the building block of all
nitrogen fertilizers), resulting in strong margins. Moody's
anticipates that the fertilizer markets will experience good
conditions for multiple years and the current robust nature of the
North American nitrogen fertilizer markets provides support for
the rating and outlook. The rating is tempered by the historic
volatility in the global nitrogen markets, the reliance on a
single product line, nitrogen fertilizer, for the vast majority of
the revenue base, and the desire to see a longer track record of
prudent financial management from current management while still
funding new growth initiatives as a substantial amount of capital
is required to build or acquire new capacity.

The positive outlook reflects Moody's belief that management will
maintain a conservative fiscal policy and the industry conditions
that support crop prices will remain robust. Healthy farm incomes
will support increased nitrogen demand which will also be aided by
continuing low natural gas prices. Moody's anticipates that the
company will continue to build an established track record as a
larger entity. Additionally, in light of the capital intensive
nature of the industry and significant investment required for
growth initiatives Moody's would look for the company to manage
the cash balances in a manner consistent with their investment
grade ratings.

An upgrade is likely over the next four quarters if management
continues to build a track record of prudent management and the
fertilizer industry conditions remain robust. Additionally,
Moody's would anticipate that management publicly state their
intent to maintain investment grade metrics and expect sustained
behavior demonstrative of an investment grade issuer, such as
conservative management of their capital structure and capital
usage.

Downward pressure to the rating is unlikely at this time. Pressure
to the rating could occur if an unexpected and significant debt
financed acquisition or other substantial shareholder friendly
initiative is considered that raises leverage above 3.0 times over
the intermediate term.

Moody's most recent announcement concerning the ratings for CF was
on March 11, 2011 at which time the rating was upgraded to Ba1
from Ba3, the outlook was changed to stable.

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

CF Industries Holdings, Inc., headquartered in Deerfield,
Illinois, is a leading global producer of nitrogen based and
phosphate fertilizers. In April 2010 the company acquired Terra
Industries for approximately $4.7 billion in a combination of
cash, assumed debt, and equity. CF generated annual revenues of
$6.1 billion for the year ending December 31, 2011.


CHINA TEL GROUP: Has 104.9MM Class A Shares Resale Prospectus
-------------------------------------------------------------
VelaTel Global Communications, Inc., formerly known as China Tel
Group Inc., filed with the U.S. Securities and Exchange Commission
a Form S-3 registration statement registering 104,913,271 shares
of Series A common stock.

On February 9 and 29, March 30 and May 1, 2012, Mario Alvarez,
George Alvarez, Jr., Jose Arana, et al., acquired 104,913,271
shares of the Company's Series A common stock directly from the
Company in connection with the Company's obligation to pay them as
independent contractors who have provided services to the Company
pursuant to independent contractor agreements.  The stock
issuances were made pursuant to Form S-8.

The Selling Stockholders or their pledgees, donees, transferees or
other successors in interest may sell the Shares described in this
Prospectus in a number of different ways and at varying prices.

The Company's Shares are quoted on the OTC Markets Group, Inc.'s
electronic quotation system.  The trading symbol for the Company's
Shares is "VELA."  The reported closing sale price of the
Company's Shares utilized in this Prospectus is on April 27, 2012.
The reported "closing sale price" on that date was $0.0224 per
share.

The transfer agent and registrar for the Company's Common Stock is
Aspen Stock Transfer Agency, Inc., located at 6623 Las Vegas
Boulevard South, Suite 255, Las Vegas, Nevada 89119.  Aspen?s
telephone number is (702) 463-8832.

A copy of the Form S-3 prospectus is available for free at:

                        http://is.gd/HZEra3

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

The Company, in the untimely filed Form 10-K, reported a net loss
of $21.79 in 2011, compared with a net loss of $66.62 million in
2010.

The Company's balance sheet at Dec. 31, 2011, showed $12.83
million in total assets, $22.76 million in total liabilities and a
$9.92 million total stockholders' deficiency.

For 2011, Kabani & Company, Inc., in Los Angeles, California,
expressed substantial doubt as to the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred a net loss for the year ended Dec. 31,
2011, cumulative losses of $253,660,984 since inception, a
negative working capital of $16,386,204 and a stockholders'
deficiency of $9,928,838.


CHINA TEL GROUP: To Offer 31.1-Mil. Common Shares to Contractors
----------------------------------------------------------------
VelaTel Global Communications, Inc., formerly known as China Tel
Group Inc., filed with the U.S. Securities and Exchange Commission
a Form S-8 relating to the registration of 31,149,720 shares of
common stock issuable under the Company's independent contractor
agreements.  The proposed maximum aggregate offering price is
$697,753.  A copy of the prospectus is available for free at:

                        http://is.gd/FGcrYJ

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

The Company, in the untimely filed Form 10-K, reported a net loss
of $21.79 in 2011, compared with a net loss of $66.62 million in
2010.

The Company's balance sheet at Dec. 31, 2011, showed $12.83
million in total assets, $22.76 million in total liabilities and a
$9.92 million total stockholders' deficiency.

For 2011, Kabani & Company, Inc., in Los Angeles, California,
expressed substantial doubt as to the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred a net loss for the year ended Dec. 31,
2011, cumulative losses of $253,660,984 since inception, a
negative working capital of $16,386,204 and a stockholders'
deficiency of $9,928,838.


CHRISTIAN BROTHERS: Committee Wants to Pursue Sexual Abuse Claims
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of the Christian Brothers Institute want
permission to file a lawsuit that would make a Catholic high
school in the Bronx, New York, liable for claims of victims of
sexual abuse that may have occurred decades ago.  In papers filed
May 1 with the U.S. Bankruptcy Court in White Plains, New York,
the committee describes how the All Hallows High School on East
164th Street in the Bronx was transferred to a separate
corporation 22 years ago.

According to the report, the creditors contend that the Christian
Brothers put the high school into a separate corporation to
insulate the school's assets from claims for sexual abuse
committed by members of the order.  The committee believes the
transfer can be unwound decades later because it was made with
actual intent to hinder and delay creditors.

The Christian Brothers filed for bankruptcy protection, saying
they intended to deal with claims arising from sexual abuse
allegedly occurring 30 to 50 years ago.

             About The Christian Brothers' Institute

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63.4 million and $8.48 million in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors as its counsel.


CLEARWATER SEAFOODS: Moody's Raises Corp. Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service changed the corporate family rating
(CFR) and probability of default rating (PDR) of Clearwater
Seafoods Limited Partnership to B2 from B3 and assigned a first
time Speculative Grade Liquidity Rating (SGL) of SGL-2.
Concurrently, Moody's rated the company's proposed CN$210 million
senior secured first lien term loan at B1. Clearwater intends to
use proceeds from the proposed debt financing to repay borrowings
outstanding under its existing ABL revolver, term loan facilities,
and to retire long term debt facilities and pay related fees and
expenses. The rating outlook is stable.

The upgrade reflects Clearwater's improved operating performance
that led to growth in EBITDA and improvements in credit metrics,
its improved liquidity profile as a result of the current
refinancing, as well as the settlement of the Glitnir dispute that
removed the uncertainty around the company's liquidity.

The following ratings were assigned:

CN$75 million senior secured first lien term loan A due 2017 at
B1 (LGD-3, 44%);

US$135 million senior secured first lien term loan B due 2018 at
B1 (LGD-3, 44%);

Speculative Grade Liquidity Rating of SGL-2;

The following ratings were raised:

Corporate Family Rating to B2 from B3;

Probability of Default rating to B2 from B3;

The following ratings were affirmed:

CN$70 million senior secured first lien term loan due 2015 at B1
(LGD-2, 26%) (to be withdrawn after close of transaction);

The ratings outlook is stable.

Moody's estimates that, over the next 12 to 18 months,
Clearwater's leverage will decline to below 4 times and EBITA
margin will improve to an estimated 12% to 13% range (calculated
using Moody's accounting adjustments). The proposed refinancing
will enhance Clearwater's liquidity position by removing near-term
maturities, reducing interest cost and providing additional
headroom under the covenant requirements. While volatility in
operating performance may reappear as a result of vulnerability to
weather conditions, fishing conditions and foreign currency
fluctuations, Moody's believes that benefits from recent
efficiency improvements, continued cost control and the new
capital structure will enable the company to maintain, if not
improve, financial metrics and liquidity over the next 12 to 18
months.

Ratings Rationale

Clearwater's B2 corporate family rating reflects the company's
high financial leverage, small scale relative to its larger and
more diversified peers in the consumer product and protein
agriculture industries as well as exposure to foreign currency
fluctuations and prospects for volatile financial performance
driven by exogenous factors such as poor weather, foreign trade
disputes and regulation. These speculative grade rating attributes
are offset by the company's position as the largest integrated
shellfish company in North America, with solid quota ownership
that creates significant barriers to entry, attractive long term
growth prospects in the premium seafood industry supported by
growing export demand, particularly from the emerging markets,
improved liquidity and good product diversity within its narrow
sector of shellfish. The stable rating outlook reflects Moody's
expectation that Clearwater will continue to improve its
profitability and leverage in the coming year. Moody's also
expects that the company will be able to manage its cash flow and
earnings volatility, and maintain adequate liquidity and covenant
cushion.

The B1 on the proposed $210 million senior secured term loans A
and B reflects the fact that the existing unsecured convertible
debentures provide a meaningful cushion below the senior tranche
to absorb loss. Should the capital structure change so that the
unsecured debt no longer provides such cushion, the term loan
rating will likely be the same as the company's corporate family
rating. The term loan's security package is attractive; comprised
of a first lien all assets that are not pledged to the ABL (on
which the rated term loan has a second lien), including the
company's fishing licenses and quotas as well as property, plant
and equipment including its vessel fleet.

An upgrade is dependent on Clearwater's ability to further improve
its operating margins, and manage its earnings and cash flow
volatility. Quantitatively, Moody's would look for sustained
improvements in profitability such that EBITA margin is maintained
consistently above 10%, EBITA to interest approaches 2.5 times and
leverage is such that Debt/EBITDA approaches 3.5 times, all based
on Moody's standard accounting adjustments. It would also require
that the company maintain ample liquidity and covenant cushion,
ideally with consistent positive free cash flow (on an annual
basis) and greater availability under its revolver.

Ratings could be downgraded if operating performance softens such
that EBITA/Interest decreases to under 1.5x, free cash flow
remains negative or Debt/EBITDA rises above 5 times (based on
Moody's standard accounting adjustments). Significant
deterioration in cash flows, aggressive financial policy and debt
funded acquisitions could also lead to a downgrade.

The principal methodology used in rating Clearwater was the Global
Food - Protein and Agriculture Industry Methodology published in
September 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.

Clearwater, based in Nova Scotia, Canada is a vertically-
integrated harvester, processor, and distributor of premium
shellfish and the largest holder of shellfish licenses and quotas
in Canada. The company harvests shellfish in offshore fisheries
off the coast of Atlantic Canada and Argentina with majority of
processing done at sea onboard factory vessels. Clearwater's
revenues in 2011 were CN$333 million.


COMMERCIAL MANAGEMENT: Files for Chapter 11 in Minneapolis
----------------------------------------------------------
Commercial Management, LLC, filed a bare-bones Chapter 11 petition
(Bankr. D. Minn. Case No. 12-42676) in its hometown in Minneapolis
on May 2, 2012.

Commercial Management, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101 (51B), does business as Buena Vista Apartments,
and owns the property at 6860 Shingle Creek Parkway, in Brooklyn
Center, Minnesota.

According to the case docket, the Debtor's exclusive period for
filing a plan and disclosure statement ends Aug. 30, 2012.  The
deadline for filing governmental proofs of claim is due May 2,
2012.

Related entities that have pending bankruptcy cases are Jeffrey J.
Wirth (Case No. 12-42368), Palmer Lake Plaza, LLC (Case No.
12-42266), Tomah Hospitality, LLC (Case No. 12-10894), and Tomah
Hotel Properties, LLC (Case No. 12-10895).

Commercial Management has tapped Neal L. Wolf and the law firm of
Neal Wolf & Associates, LLC as bankruptcy counsel.   The Debtor is
also hiring the Law Offices of Neil P. Thompson, in Minneapolis,
as local counsel.


CONTRACT RESEARCH: Unsecured Creditors Drop Opposition and Settle
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured creditors of Contract Research Solutions Inc.
reached a settlement with the creditors' committee allowing the
lenders to buy the business without objection from unsecured
creditors.  The settlement carves out $1.5 million for payment to
holders of unsecured claims.  The settlement, filed on May 1 in
U.S. Bankruptcy Court in Delaware, will come to court for approval
at a May 9 hearing, if the bankruptcy judge agrees to an
accelerated hearing.

According to the report, Cetero will hold an auction on May 15 to
learn whether anyone will beat an offer from first-lien lenders to
buy the business in exchange for $50 million in debt.  In the
meantime, May 9 is also the date for a hearing for final approval
of $15 million in financing to be provided by the secured lenders.
As part of the settlement, the committee won't oppose final
financing approval.

The report relates that the settlement provides that the lenders
won't use their secured deficiency claims to take any part of the
$1.5 million carved out for unsecured creditors.

                           About Cetero

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

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

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

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

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

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

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


DALLAS CHIPLEY: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Dallas Chipley Group, LLC
        P.O. Box 551
        Columbus, GA 31902

Bankruptcy Case No.: 12-40394

Chapter 11 Petition Date: April 30, 2012

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

Debtor's Counsel: Ashley Reynolds Ray, Esq.
                  SCROGGINS & WILLIAMSON
                  1500 Candler Building
                  127 Peachtree Street, NE
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  E-mail: aray@swlawfirm.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 six largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/gamb12-40394.pdf

The petition was signed by Vance Smith, III, member.


DAZ VINEYARDS: Disclosure Statement Hearing on May 22
-----------------------------------------------------
DAZ Vineyards, LLC revised its Chapter 11 Plan and disclosure
statement twice in April ahead of a hearing on the plan
disclosures on May 22, 2012, at 3:00 p.m.

The secured claim of Investors Warranty of America, Inc., will be
paid in full in accordance with a loan modification agreement. The
secured claim of Silicon Valley Bank will be paid in full with
interest at 7% per annum in quarterly payments, with the remaining
balance will be paid in full on March 1, 2015.  Other secured
creditors will be paid in full in installments with interest.
Holders of priority unsecured claims ($515,000 undisputed and
$4.28 million disputed) will share payments totaling $120,000
payable at $8,000 per quarter commencing 3 months after the
effective date. Creditors will receive between 10% and 23% of
their unsecured claims, depending on the success of the Debtor's
claim objections.

Holders of membership interests in the Debtor will retain their
interests.  The reorganized Debtor intends to divide into two
entities, one holding the real property asset and the other
holding the winery operation.  Post confirmation management of the
Debtor will continue to be by John and C. Alexis Zahoudanis.

The Plan will be funded by the continued business operations.

Silicon Valley Bank filed an objection to the adequacy of the
information in the First Amended Disclosure Statement, noting that
the document failed to provided that SVB will retain its security
interest in the collateral, and that its claim is $275,000 (not
$199,000).  The Second Amended Disclosure Statement has been
revised to address the objection.  The April 30 document provides
that the Plan treats the [SVB Claim] as fully secured pursuant to
11 U.S.C. Sec. 506(a) and the claim holder will retain all its
liens in the Debtor's property.

A copy of the Second Amended Disclosure Statement dated April 30,
2012, is available for free at:

   http://bankrupt.com/misc/DAZ_Vineyards_2nd_Amended_DS.pdf

Los Olivos, California-based DAZ Vineyards, LLC, a producer of
grapes and manufacturer and seller of fine wines doing business as
Demetria Estate Winery, filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-10689) on Feb. 15, 2010.  William
C. Beall, Esq., at Beall and Burkhardt, serves as the Debtor's
bankruptcy counsel.  In its schedules, the Debtor disclosed
$32,071,232 in assets and $11,418,337 in liabilities.


DELTA AIR: Moody's Says Trainer PA Purchase is Credit Negative
--------------------------------------------------------------
The decision by Delta Air Lines, Inc. (B2, stable) to purchase the
Trainer refinery complex near Philadelphia PA from Phillips 66
(Baa1, stable) is negative for Delta's credit profile. Delta
considers the refinery purchase as an improved hedge against the
crack spread for jet fuel and anticipates a $300 million reduction
in its annual fuel bill, presumably at current jet crack spreads
of about $20 per barrel. However, Moody's believes potentially
significant operating and financial risks accompany owning and
operating an oil refinery, which could lead to shortfalls between
actual financial benefits and those of the project's business
case.

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's second largest airline, providing scheduled air
transportation for passengers and cargo throughout the U.S. and
around the world.

Phillips 66, headquartered in Houston, TX, is one of the
industry's largest independent refining and marketing companies.


DEWEY & LEBOEUF: Denies Closing Doors by May 15; SNR Talks Fail
---------------------------------------------------------------
Sara Randazzo, writing for The Am Law Daily, reports that sources
inside and outside Dewey & LeBoeuf who are familiar with the
firm's operations said it is poised to close by May 15, 2012, and
possibly sooner.

Am Law Daily, however, notes a Dewey spokesman responded to a
request for comment by saying: "There is no plan to shut the firm
down on May 15."

According to Am Law Daily, news that the firm is set to shut down
within two weeks comes on the heels of reports that mailroom and
photocopy services at the firm's 1301 Avenue of the Americas
headquarters are no longer available and that food orders can no
longer be charged to client accounts.

One New York secretary, who declined to give her name, tells The
Am Law Daily that Dewey is no longer "a fully functional law
firm."  Layoff notices have not been issued to staff, she says,
adding that Dewey employees are getting most of their information
about what is going on at the firm from the media at this point.

Meanwhile, The Wall Street Journal's Ashby Jones and Jennifer
Smith report that two people familiar with the matter said merger
discussions between law firms Dewey & LeBoeuf and SNR Denton
collapsed on Wednesday after a whirlwind nine-day courtship.

According to WSJ, the two sources said SNR Denton had suggested
doing a full merger, in which it would have taken on more than
1,000 remaining Dewey lawyer and would have hinged on the merged
firm's ability to land hundreds of millions of dollars in
financing, which they would have repaid over five years.

The report relates SNR Denton proposed the deal to Dewey
leadership early last week but the talks faltered after Dewey
leaders said that the Manhattan district attorney's office had
opened a criminal investigation into the firm, with specific focus
on former firm chairman Steven Davis.

While official talks are over, SNR Denton's leaders are continuing
informal efforts to woo certain Dewey lawyers and practice groups,
the two sources told the Journal.

WSJ relates a spokesman for Dewey said Wednesday night, "The firm
is continuing to talk with SNR Denton and other firms."

Dewey also had been in separate discussions for a possible
transaction with Greenberg Traurig LLP and Patton Boggs LLP.  The
talks with Greenberg Traurig were called off over the weekend.
WSJ says a spokesman for Patton Boggs declined to comment on
Wednesday.

SNR Denton is the product of a 2010 tie-up between U.S.-based
Sonnenschein Nath & Rosenthal LLP and the U.K.'s Denton Wilde
Sapte LLP.

According to WSJ, Martin Bienenstock, head of the firm's
restructuring practice and a member of the its four-person office
of the chairman, said in a statement that Monday's memo "did not
encourage people to leave.  Rather, it explained that the partners
who do not want to be part of a merger could look elsewhere."

Mr. Bienenstock also said a bankruptcy filing "is always a last
resort" and not in the firm's current plans.

The Am Law Daily also reports that Jack Raisner, cochair of the
WARN (Worker Adjustment and Retraining Act of 1988) practice at
New York-based labor and employment firm Outten & Golden,
confirmed that his firm had been contracted by Dewey employees
with regard to the current situation at the firm.  Mr. Raisner,
whose firm has filed WARN suits on behalf of former Howrey LLP
employees, declined to comment on whether similar suits might be
in the offing for Dewey employees.

The Am Law Daily also reportsr that earlier Thursday, Dewey's M&A
heavyweight Morton Pierce, the former chairman of the firm's
predecessor Dewey Ballantine, decamped to White & Case, taking
seven partners with him in the process.  A three-partner team in
London also left for Morgan, Lewis & Bockius on Thursday.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.

The firm is trying to stave off failure by merging with another
law firm and persuading its lenders not to push it into
liquidation.  More than 85 of the firm's 300 partners have left
since January 2012.  Prior to that, Dewey employed about 2,000
people -- roughly 1,000 lawyers in 25 offices across the globe and
the other half support staff including legal secretaries, mailroom
clerks and paralegals.

As reported by the Troubled Company Reporter on April 30, 2012,
unnamed sources familiar with the situation told The Wall Street
Journal that Greenberg Traurig LLP has called off discussions on a
possible deal with Dewey, and that Dewey is in talks with
Washington D.C.-based Patton Boggs LLP.  Sources also told WSJ
that, while official talks are over, Greenberg leaders are
continuing informal efforts to cherry-pick certain Dewey lawyers
and practice groups.

Dewey is also in talks with bank lenders to renegotiate a $100
million credit line, according to WSJ.  Reuters on April 26
reported that the lenders have given the firm a two-week extension
as it seeks to renegotiate its bank debt.


DEWEY & LEBOEUF: Partners Must Send Out Bills to be Paid
--------------------------------------------------------
To ensure that bills are sent to law firm's clients, partners at
Dewey & LeBoeuf LLP were told they won't be paid unless all bills
are sent, Bloomberg News reported, citing a person familiar with
the matter said.  Receivables are collateral for bank loans.
Another person said that the banks are reluctant to put the firm
into bankruptcy because bills may be more difficult to collect and
Chapter 11 is expensive.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.

The firm is trying to stave off failure by merging with another
law firm and persuading its lenders not to push it into
liquidation.  More than 85 of the firm's 300 partners have left
since January 2012.  Prior to that, Dewey employed about 2,000
people -- roughly 1,000 lawyers in 25 offices across the globe and
the other half support staff including legal secretaries, mailroom
clerks and paralegals.

As reported by the Troubled Company Reporter on April 30, 2012,
unnamed sources familiar with the situation told The Wall Street
Journal that Greenberg Traurig LLP has called off discussions on a
possible deal with Dewey, and that Dewey is in talks with
Washington D.C.-based Patton Boggs LLP.  Sources also told WSJ
that, while official talks are over, Greenberg leaders are
continuing informal efforts to cherry-pick certain Dewey lawyers
and practice groups.

Dewey is also in talks with bank lenders to renegotiate a $100
million credit line, according to WSJ.


DIPPIN' DOTS: Court OKs Sale to Fischer; Deal to Close Mid-May
--------------------------------------------------------------
Dippin' Dots LLC, an entity formed by Fischer Enterprises LLC to
acquire Dippin' Dots, Inc., on May 2 received Court approval of
the purchase.

A motion to permit the proposed sale was approved by the U.S.
Bankruptcy Court in Louisville, Kentucky.  The sale is expected to
close by mid-May.

"We're extremely pleased to take the next step toward making the
acquisition official," the report quotes Scott Fischer, president
of Dippin' Dots LLC, as saying.  "The Dippin' Dots brand resonates
worldwide, and we look forward to growing this company for years
to come.  This transaction has gone extremely well, as all parties
involved have exhibited a keen interest in the future of the
company and its wonderful employees.  We are prepared for an
expedient and smooth transition to new ownership."

Mr. Fischer also added that the company headquarters will remain
in Paducah, Kentucky.  "When we were exploring the possibility of
purchasing Dippin' Dots, we were consistently impressed by the
quality and dedication of the Dippin' Dots employees.  Keeping the
headquarters in Kentucky just made sense, and we're proud to
maintain what has historically been a mutually beneficial
relationship between Dippin' Dots and the Paducah community.  With
that relationship intact, we are confident the future of the
company stands on solid ground."

As reported by the Troubled Company Reporter on April 13, 2012,
Dippin' Dots Inc. sought bankruptcy court permission to sell the
business to the Fischer affiliate for $12.67 million.  In the cash
transaction, the affiliate would assume ownership of the cash,
accounts, inventory, real estate, brand rights, intellectual
property of the Debtor.

Amanda Bransford at Bankruptcy Law360 reported that the half-
owners of Dippin' Dots told a Kentucky bankruptcy court on
Tuesdays they oppose the $12.7 million sale of DDI's assets to
investment firm Fischer Ventures LLC, saying creditors have not
been shown that the sale would bring in the maximum value.

Dr. T. Pearse Lyons and Nathan Hohman, half-owners with DDI of the
affiliate that manages the flash-frozen ice cream company's
international business, said DDI has not given creditors enough
information to support the proposed sale, according to Law360.

                        About Dippin' Dots

Founded in 1988 by microbiologist Curt Jones, Dippin' Dots Inc.
manufactures quirky and colorful ice cream beads, which are flash
frozen using liquid nitrogen.  It owns a 120,000-square-foot plant
in Kentucky that can produce more than 25,000 gallons of frozen
dots a day.  It has about 140 Dippin' Dots retail locations, which
are mostly controlled by franchisees, and agreements with 9,952
small vendors who sell the ice cream at fairs, festivals and
sports games.  Dippin' Dots isn't sold in grocery stores because
of its extreme cooling requirements.

Dippin' Dots filed a Chapter 11 petition (Bankr. W. D. Ky Case No.
11-51077) on Nov. 3, 2011 in Paducah, Kentucky.  Judge Thomas H.
Fulton presides over the case.  Farmer & Wright, PLLC, represents
the Debtor as Chapter 11 counsel.  The Debtor disclosed
$20,233,130 in assets and up to $20,233,130 in debts.  The
petition was signed by Curt Jones, president.

Regions Bank, the Debtor's secured lender, is represented by Brian
H. Meldrum, Esq., at Stites & Harbison PLLC.

In February 2012, Regions Bank filed a motion seeking appointment
of a Chapter 11 trustee.  After talks with the Debtor, Regions
consented to having a chief restructuring officer.  Regions wanted
a trustee in part based on allegations that the company's chief
executive fraudulently transferred his ownership of a franchising
affiliate to prevent the bank from attaching the affiliate in
satisfaction of debt on a guarantee.


DOVETAIL INC: Owner's Bankruptcy Dismissed for Bad Faith Filing
---------------------------------------------------------------
Bankruptcy Judge Manuel Barbosa reversed his Nov. 28, 2011 order
wherein he denied a motion to dismiss Michelle A. Peterson's
Chapter 7 bankruptcy case.  Based on evidence submitted at trial
in March 2012, Judge Barbosa held there sufficient evidence to
demonstrate that the bankruptcy case was filed in bad faith.  A
copy of the Court's April 30, 2012 Memorandum Opinion is available
at http://is.gd/lnDadRfrom Leagle.com.

Michelle Peterson placed her company, Dovetail Inc., in Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 07-72820) on Nov. 20, 2007.
The Dovetail petition listed under $1 million in assets and debts.
Ms. Peterson filed her own Chapter 13 bankruptcy petition, filed
her subsequent Chapter 11 petition (Bankr. N.D. Ill. Case No.
09-70499) and when she converted the Chapter 11 petition to
Chapter 7.


EBBETS FIELD: Bankruptcy Filing Prompts Closing of Restaurant
-------------------------------------------------------------
Chris Basnett at News-Leader.com reports that the Ebbets Field
restaurant on South Glenstone Avenue has closed.

According to the report, the restaurant, which had been operated
by the Swisshelm Group, Inc., closed its doors -- the same day a
Chapter 11 bankruptcy reorganization was filed for Ebbets Field
LLC by Bruce Swisshelm.  The original Ebbets Field location on
East Walnut Street will remain open under Pub Management LLC,
which took over operations April 13.

The report notes Pub Management LLC is partially owned by Ron
Baird, Esq.,an attorney with Baird, Lightner, Millsap & Harpool PC
in Springfield.  Mr. Baird confirmed that the East Walnut Ebbets
Field will remain open.

The report says Mr. Baird is also a 50% owner of SB Real Estate
Holdings LLC, which owns the building and the land on which the
South Glenstone Ebbets Field was located.  Mr. Baird said there
are no current plans for that location.

The report relates Swisshelm, who once operated the Burger King
franchise in Springfield, filed for Chapter 7 bankruptcy March 13.

Springfield, Missouri-based Ebbets Field LLC filed for Chapter 11
protection on April 24, 2012 (Bankr. W.D. Mo. Case No. 12-60721).
Judge Arthur B. Federman presides over the case.  David E.
Schroeder, Esq., at David Schroeder Law Offices, PC, represents
the Debtor.  The Debtor listed assets of $484,030 and liabilities
of $1,722,562.


ENERGY CONVERSION: Shareholder Attempts to Block Proposed Sale
--------------------------------------------------------------
The Detroit News, citing a 12-page filing in U.S. Bankruptcy Court
for the Eastern District of Michigan, reports that a local
shareholder of Energy Conversion Devices Inc. wants to stop the
proposed sale of the Auburn Hills parent company and its
subsidiaries.

According to the report, shareholder John Austin Murphy of Lake
Orion said ECD, whose main business, United Solar Ovonic,
specializes in making flexible solar panels, "destroyed the
substantial value of the common stock" by filing for Chapter 11
bankruptcy and agreeing to liquidate its subsidiaries, including
United Solar, in mid-February.  He described himself as holding a
"substantial number" of shares.

The report relates the ECD share price plummeted from $1.46 at the
close of Feb. 13 to 29 cents after the Feb. 14 announcement of the
bankruptcy and liquidation.  Shares of ECD, now trading over the
counter, closed down about 1 cent, at 5 cents.

The report says Van Conway, CEO of Birmingham-based financial
advisory firm Conway MacKenzie, said it's difficult to prove
negligence in bankruptcy decisions.  A better target would be to
question the decisions leading up to the bankruptcy, he said.

The report relates Mr. Murphy seeks an appointed legal
representative for shareholders and wants the company to make up
the difference in the stock price decline from Feb. 13 to Feb. 14.
The filing states that ECD had "more than sufficient cash" to pay
its current liabilities and that the bankruptcy and liquidation
agreement only served its long-term creditors, the report says.

ECD postponed a bankruptcy auction for United Solar until May 8.
The auction was previously scheduled for 10:00 a.m. (Eastern Time)
on April 24.

The Troubled Company Reporter, citing a report by Dow Jones
Newswires' Cassandra Sweet, on April 25 said company executives
told the bankruptcy court earlier in April the auction might not
bring in enough proceeds to pay off the company's $249 million in
debt and likely won't be enough to pay shareholders.  DBR reported
that a group of shareholders hoping to recover money from the
auction had asked a bankruptcy judge to allow it to form an
official committee with lawyers and expenses paid for by the
company.

DBR also said the company had estimated in court papers that it
was worth $986 million, based on nearly $800 million of investment
in the manufacturing unit. But the company said it was unlikely to
recover that amount from the auction and didn't expect to raise
enough to pay off its debts and pay shareholders.

The TCR on April 19, 2012, citing a report by Garret Ellison at
mlive.com, said Salamon Group Inc. has offered about $2.5 million
to acquire United Solar Ovonic.  According to the report, Salamon
is offering up to 5 million shares in their company in exchange
for all shares of ECD.  The offer amounts to about $2.5 million
based on Salamon's 49 cents per share mid-day trading price on
April 17.

According to Detroit News, Modesto, Calif.-based Salamon said it
is interested in ECD mainly because the company's financial losses
could be written off on Salamon's taxes.  The company did not
indicate interest in continuing United Solar.

                       About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated  Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).


EVERGREEN SOLAR: Files Chapter 11 Plan of Liquidation
-----------------------------------------------------
BankruptcyData.com reports that Evergreen Solar filed with the
U.S. Bankruptcy Court a Chapter 11 Plan of Liquidation and related
Disclosure Statement.

According to the Disclosure Statement, "The Plan is consistent
with, and implements in part, the Settlement Stipulation Order
that was entered by the Bankruptcy Court on March 6, 2012, which
order approved a settlement by and among the Debtor, the
Committee, certain holders of the 13% Secured Notes, and the 13%
Secured Notes Indenture Trustee, that, among other things,
provided for certain assets to be transferred to the 13% Secured
Notes Indenture Trustee, for certain assets to be transferred to
an 'Unsecured Creditor Vehicle' (established for the benefit of
general unsecured creditors), and for certain assets to be
retained by the Debtor in order to pay Administrative Claims,
Priority Claims, and Plan Expenses, with any residual value to be
provided to general unsecured creditors.  Pursuant to the
Settlement Stipulation, the Committee supports the confirmation of
the Plan. Under the Plan, generally, except as otherwise provided,
Administrative Claims and Priority Tax Claims are unclassified and
are to be paid in full, or upon such other terms as the Debtor and
the affected Holder may agree. The 13% Secured Note Claims have
been Allowed, and will be paid, pursuant to the Court-approved
Settlement Stipulation.  Nothing in the Plan will impair the
rights of the 13% Secured Notes Indenture Trustee under the
Settlement Stipulation."

The Court scheduled a June 4, 2012 hearing to consider the
adequacy of the information in the Disclosure Statement.

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
developed, manufactured and marketed String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a 'stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.

Evergreen sold the assets piecemeal in three auctions.  Max Era
Properties Ltd. from Hong Kong paid $6 million cash and
$3.2 million in stock of China Private Equity Investment Holdings
Ltd. for the company name, intellectual property, and wafermaking
assets.  Kimball Holdings LLC paid $3.8 million for solar panel
inventory while the secured lenders exchanged $21.5 million of
their $165 million claim for a $171 million claim against Lehman
Brothers Holdings Inc.  Max Era Properties Limited and Sovello AG
bought equipment and machinery located at the Debtor's Devens,
Massachusetts facility for $8.9 million.


EXPOSITION HILL: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Exposition Hill, LLC
        2221 Peachtree Road, NE
        Suite D165
        Atlanta, GA 30309

Bankruptcy Case No.: 12-61273

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: paul@paulmarr.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 two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ganb12-61273.pdf

The petition was signed by Carl M. Drury, III, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Atlanta Greenspace Initiative, LLC     11-66826    6/06/11


FEDERAL-MOGUL: 3rd Cir. Says Insurers Liable to Asbestos PI Trust
-----------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit affirmed the
rulings of the bankruptcy and district courts allowing Federal-
Mogul Global to transfer rights under its insurance liability
policies to the asbestos personal-injury trust created under
Federal-Mogul's Chapter 11 plan of reorganization.

Federal-Mogul was facing 500,000 personal-injury claims when it
filed for bankruptcy in October 2001, with many more anticipated
in the future.  Federal-Mogul said it expended more than $350
million in the preceding year defending and indemnifying asbestos
claims.

In its proposed plan for reorganization, Federal-Mogul sought to
obtain an injunction under 11 U.S.C. Sec. 524(g) to channel
present and future asbestos-related claims to a post-confirmation
trust.  The plan assigned various assets to the trust, including
Federal-Mogul's rights to recovery under liability insurance.  The
plan also contained "insurance neutrality" provisions granting
insurers the right to assert against the trust any defense to
coverage already available under the policies, excepting only the
defense that the transfer to the trust violated the policies'
anti-assignment provisions.

The insurance companies that provided liability policies to the
Debtors prior to bankruptcy objected to the plan's confirmation,
asserting the plan violated the policies' anti-assignment
provisions -- standard clauses in liability policies that bar the
insured from transferring the policies or insurance rights without
the insurers' consent.  Federal-Mogul argued the anti-assignment
provisions were preempted under 11 U.S.C. Sec. 1123(a)(5)(B),
which provides that a Chapter 11 reorganization plan shall provide
adequate means for its implementation, potentially including
transfer of estate property, "notwithstanding otherwise applicable
nonbankruptcy law."

The parties agreed to bifurcate the proceedings and resolve the
issue separately, with the right to appeal the bankruptcy court's
preemption judgment.  On Nov. 8, 2007, with all other objections
resolved, the Bankruptcy Court confirmed the plan, and the
District Court affirmed.  The plan went into effect on Dec. 27,
2007.

On March 19, 2008, the Bankruptcy Court issued its Preemption
Order and Memorandum Opinion, holding the Bankruptcy Code
preempted the anti-assignment provisions within the insurers'
policies.  It reasoned that 11 U.S.C. Sec. 541 permitted the
assignment of the insurance rights to the bankruptcy estate, and
11 U.S.C. Sec. 1123(a)(5) allowed transfer of the rights to the
Sec. 524(g) trust.  It also relied on state insurance-law doctrine
that assignment after the occurrence giving rise to liability does
not violate anti-assignment provisions, since "there will be no
additional risk to the insurance companies by virtue of the
assignments."  The court also rejected a number of the insurers'
contentions, holding that the presumption against preemption was
inapplicable given the plain meaning of Sec. 1123(a), that the
preemptive scope of Sec. 1123(a)(5) reaches private contracts, and
that the asbestos insurance policies were not executory contracts
subject to 11 U.S.C. Sec. 365.

The District Court affirmed, noting that the assignment of the
insurance policies was consistent with public policy, since the
contrary result would grant the insurers a windfall because
"debtors with sizeable insurance assets could never avail
themselves of the very trust meant to alleviate" crushing asbestos
liability.

A copy of the Third Circuit's May 1 opinion, penned by Anthony
Joseph Scirica, is available at http://is.gd/KIKWXqfrom
Leagle.com.  Other members of the panel are Circuit Judges D.
Brooks Smith and Kent A. Jordan.

The Appellants are five groups of insurers: (1) Hartford Accident
and Indemnity Company, First State Insurance Company, and New
England Insurance Company; (2) Allianz Global Corporate &
Specialty AG, Allianz Global Risks U.S. Insurance Company
(formerly known as Allianz Insurance Company), and Allianz
Underwriters Insurance Company (formerly known as Allianz
Underwriters, Inc.); (3) Columbia Casualty Company, Continental
Casualty Company, and the Continental Insurance Company (both in
its individual capacity and as successor to certain interests of
Harbor Insurance Company); (4) Fireman's Fund Insurance Company
and National Surety Company; and (5) Certain Underwriters at
Lloyd's, London and Certain London Market Companies.

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection (Bankr. Del. Lead Case
No. 01-10582) on Oct. 1, 2001.  Attorneys at Sidley Austin Brown &
Wood, and Pachulski, Stang, Ziehl & Jones, P.C., represented the
Debtors in their restructuring effort.  The Debtors disclosed
$10.15 billion in assets and $8.86 billion in liabilities as of
the Chapter 11 filing.  Attorneys at The Bayard Firm represented
the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14, 2007.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.


FREMONT HOSPITALITY: Bankruptcy Halts Foreclosure of Clarion Inn
----------------------------------------------------------------
Mark Tower, writing for The News-Messenger, reports that
foreclosure proceedings initiated last week against Fremont
Hospitality Group were stalled after the hotel operator filed for
Chapter 11 protection in the U.S. Bankruptcy Court, Northern
District of Ohio.

According to the report, the filing came just days after company
president Annie Kolath received written notice that the Sandusky
County treasurer had filed a foreclosure action against the hotel.

The report relates the company owes $324,230.32 in delinquent
taxes, assessments and any associated interest and fees.  The most
recent total value of land and improvements at the Clarion Inn,
according to the county auditor's records, is just more than
$2 million.

Donald Harris, counsel for the company, said financial problems
at the hotel stemmed from the death of its original owner, and
real estate taxes and other bills snowballed.  A reorganization
bankruptcy, as opposed to a liquidation, will allow the company to
continue doing business during the process, Mr. Harris said,
according to the report.

The report adds Sandusky County Assistant Prosecutor Norm Solze
said, due to federal law, the foreclosure process will be put on
hold during the bankruptcy proceedings.

The report notes a list of creditors filed with the bankruptcy
petition included Kolath, the Estate of Mathai George -- the
hotel's original owner, who died in a plane crash in 2009 -- the
Ohio Department of Taxation and Sandusky County Auditor Bill
Farrell.  Mr. Harris said the company's largest creditor is the
property mortgage-holder.  The company entered into a payment plan
in 2010 to pay off debts.

The report relates Sandusky County Treasurer Irma Celestino said,
although the company told the prosecutor's office it would also
start paying off it property tax debt, it never approached her
office about entering into a payment plan.  The last tax payment
the county received on property tax, Ms. Celestino said, was in
January 2009.

The report says Fremont Hospitality Group is scheduled for a
status conference before Bankruptcy Judge Mary Ann Whipple at 1:30
p.m. May 9 in Toledo.

Based in Fremont, Ohio, Fremont Hospitality Group LLC aka The Port
Clinton Hotels Inc., filed for Chapter 11 protection on April 25,
2012 (Bankr. N.D. Ohio Case No. 12-31969).  Fremont Hospitality
Group owns the Clarion Inn.  Judge Mary Ann Whipple presides over
the bankruptcy case.  The Donald Harris Law Firm serves as the
Debtor's counsel.  The Debtor listed both assets and debts of
between $1 million and $10 million.


GAYLORD ENTERTAINMENT: Moody's Says Ratings & Outlook Unchanged
---------------------------------------------------------------
Moody's Investors Service stated that the ratings and rating
outlook for Gaylord Entertainment, Inc. are currently unaffected
by the company's announcement that it is in the process of
exploring opportunities to unlock shareholder value. At this time,
Gaylord has not provided any details, scenarios or time-line as to
what, if any, potential opportunities are being explored.

As reported by the Troubled Company Reporter-Europe on July 11,
2011, Moody's affirmed Gaylord's B3 Corporate Family Rating and
Probability of Default Rating, Caa2 (LGD 5, 84%) senior unsecured
rating, and SGL-3 Speculative Grade Liquidity rating. Moody's also
changed the company's rating outlook to stable from negative.

Gaylord Entertainment Company, headquartered in Nashville,
Tennessee, is a hospitality and entertainment company. Gaylord
owns and operates several convention centers and resorts located
in Tennessee, Florida, Texas, and Washington, D.C.  The company
specializes in hosting large conferences and conventions. Revenues
are approximately $950 million.


GERALD GOLDSTEIN: Bankruptcy Stalls Hendrix Estate's $2MM Suit
--------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports that an attorney for
Jimi Hendrix's estate told a California judge Tuesday that a
$2 million lawsuit over a concert film and soundtrack is in limbo
as the producer accused of bungling the film's release attempts to
strike an unintended personal bankruptcy petition.

Uncertainty around film producer Gerald Goldstein's bankruptcy has
needlessly stalled the litigation and harmed Mr. Hendrix's
estate's ability to profit off the audio and video recordings in
the future, an attorney representing the estate told Judge Amy
Hogue, who had stayed the lawsuit in April, Law360 relates.

Gerald Goldstein filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Calif. Case No. 11-15113) on April 26, 2011.


GETTY PETROLEUM: Leases for 800 Gas Stations Ended April 30
-----------------------------------------------------------
Getty Petroleum Marketing Inc., which supplies petroleum products
and subleases gasoline stations to operators, was authorized this
week by the bankruptcy court to terminate the leases for about 800
locations owned by Getty Properties Corp.

Kaitlin Ugolik at Bankruptcy Law360 reports that Getty Realty's
repossession of 787 gas stations stem from an agreement reached in
March and approved by the bankruptcy court April 2, in which Getty
Petroleum requested and received permission to reject its master
lease with Getty Realty for all but one of the 788 gas stations
the companies operate across the country.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
recounts that the bankruptcy judge ruled in January that Getty
Petroleum couldn't escape its obligation to pay monthly rent
owning to Getty Properties.  In terminating the leases by April
30, Getty Petroleum avoided an obligation to pay $5 million in
rent for May.

According to the Bloomberg report, the Getty Petroleum creditors'
committee filed papers this week to clarify that the subleases
with the operators of the locations were also terminated effective
April 30.

                        About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as Debtors' counsel.  Ross, Rosenthal & Company,
LLP, serves as accountants for the Debtors.  Getty Petroleum
Marketing, Inc., disclosed $46,592,263 in assets and $316,829,444
in liabilities as of the Petition Date.  The petition was signed
by Bjorn Q. Aaserod, chief executive officer and chairman of the
board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.

The Court set April 10, 2012 at 5:00 p.m. (Eastern Time) as the
deadline for any individual or entity to file proofs of claim
against the Debtors.  The Court has also fixed Sept. 5, as the bar
date for governmental entities.


GIORDANO'S ENTERPRISES: Converted to Chapter 7 for Distribution
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the Bankruptcy Court converted the Chapter 11 case of
Giordano's Enterprises Inc. to a liquidation in Chapter 7 at the
behest of the Chapter 11 trustee.

According to the report, the Chapter 11 trustee persuaded the
bankruptcy judge in Chicago that conversion to Chapter 7 would
allow a more efficient distribution of the $1.9 million that will
remain for unsecured creditors.  Were the case to remain in
Chapter 11, no money could be paid to creditors short of filing,
voting on, and winning approval of a liquidating Chapter 11 plan.

In Chapter 7, the trustee can make distributions with nothing
other than court approval.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank about $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third
provided DIP financing of up to $35,983,563.

Philip V. Martino was appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.

The pizza chain was auctioned on Nov. 16, 2011, and ultimately
sold for $61.6 million to an investor group led by Chicago-based
private equity firm Victory Park Capital.  The Debtor was renamed
to GEI-RP following the sale.


GMX RESOURCES: Incurs $37.8 Million Net Loss in First Quarter
-------------------------------------------------------------
GMX Resources Inc. reported a net loss of $37.87 million on $17.40
million of oil and gas sales for the three months ended March 31,
2012, compared with a net loss of $51.82 million on $29.37 million
of oil and gas sales for the same period during the prior year.

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

Michael J. Rohleder, President said "The first quarter of 2012
marks the beginning of the full scale development transition for
GMXR.  One year ago, we had not drilled a single well in North
Dakota and we were producing minimal oil.  Today we are on our way
to a company record oil production quarter, we have substantially
increased our proved oil reserves, and we are operating and
participating in a total of twelve Bakken wells.  Our well results
and results from other operators have de-risked a substantial
portion of our acreage in McKenzie and Billings counties.  This
transition was necessary and vital for the company.  Natural gas
pricing has continued to deteriorate, falling 35% in the first
quarter, which is making life very difficult for operators focused
primarily on gas.  Our 2012 capital expenditures are focused only
on oil, our drilling and completion costs are coming down and our
results on a per well basis are improving.  Our last three wells
have had an average 1,973 Boe/d IP rate.  Second quarter 2012
catalysts include the completion of as many as six additional
wells, which we expect will contribute to our second quarter 2012
forecast of 80,000 barrels of oil."

A copy of the press release is available for free at:

                        http://is.gd/v5hgdp

                        About GMX Resources

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

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

                           *     *     *

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

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

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

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


GYMBOREE CORP: Moody's Lowers CFR to 'B3'; Outlook Stable
---------------------------------------------------------
Moody's Investors Service lowered The Gymboree Corporation
Corporate Family Rating to B3 from B2. Moody's also lowered the
rating on the company's secured term loan to B2 from B1 and its
rating on the company's senior unsecured notes to Caa2 from Caa1.
The rating outlook is stable.

The following ratings were lowered, and LGD assessments changed:

Corporate Family Rating to B3 from B2

Probability of Default Rating to B3 from B2

$812 million senior secured term loan due 2018 to B2 (LGD 3, 39%)
from B1 (LGD 3, 40%)

$400 million senior unsecured notes due 2018 to Caa2 (LGD 5, 86%)
from Caa1 (LGD 5, 86%)

Ratings Rationale

The downgrade primarily reflects the company's continued weak
trends in operating earnings which persisted in the fourth fiscal
quarter of 2011. EBITDA (as defined by the company) fell 28% in
the fourth quarter. The decline primarily reflects the company's
inability to offset rising input costs through higher retail
prices. Negative trends in input costs are expected to continue
into early 2012 as input costs remain elevated. While Moody's
anticipates the company will be able to see some improvement in
cost trends beginning in late 2012, credit metrics will remain at
elevated levels for a sustained period

Gymboree's B3 Corporate Family Rating reflects the company's high
financial leverage with debt/EBITDA in the low 7 times range as of
its most recent fiscal year end. The company has seen intense
pressure on its gross margins, primarily due to rising input
costs, which have not been fully offset by higher pricing or other
cost savings. The rating recognizes the company's ownership of the
Gymboree, Janie & Jack, and Crazy 8 brands which have high
awareness, but lack sufficient brand strength to enable the
company to fully pass through higher input costs. The rating also
reflects the execution risk around its continued significant store
opening program, with 105 new stores (of which 80 are Crazy 8)
planned in 2012. The company's ratings and stable outlook benefit
from its good overall liquidity position, with cash balances of
$78 million and undrawn ABL capacity of approximately $128 million
as of fiscal year end. The company is not subject to maintenance
provisions in any of its credit agreements and it has no
significant debt maturities until the March 2017 maturity of its
ABL and the 2018 debt maturities of its secured term loan and
unsecured notes.

The stable outlook primarily reflects Moody's expectations the
company will maintain good overall liquidity despite weak credit
metrics. Moody's believes the company is likely to see some
pressure on gross margins in the first half of 2012, as input
costs remain elevated. Moody's believes the company's margins
should improve over the latter part of 2012 and into early 2013 as
input cost trends, notably for cotton, improve, though it is
uncertain if the company's margins will recover to pre-LBO
earnings levels.

Ratings could be upgraded if the company is able to reverse recent
negative trends operating margins and recover toward pre-LBO
levels. This could come from high sales growth, as the company
continues to rollout its Crazy 8 chain, and from improved gross
margins from price increases and measures to reduce costs, such as
its direct sourcing initiatives. Quantitatively, ratings could be
upgraded if debt/EBITDA was sustained below 6 times and interest
coverage was above 1.75x while maintaining a good overall
liquidity profile.

Ratings could be lowered if the company's gross margins do not
meaningfully benefit from lower input costs that should begin to
flow through in the second half of 2012, or if margins were to
otherwise meaningfully erode. Quantitatively, ratings could be
lowered if Moody's expected interest coverage to approach 1.0
time, debt/EBITDA approached 8 times or free cash flow was
negative. Ratings could also be lowered if the company's currently
good liquidity profile were to erode.

The principal methodology used in rating The Gymboree Corporation
was the Global Retail 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.

Headquartered in San Francisco, California, The Gymboree
Corporation is a leading retailer of infant and toddler apparel.
The company designs and distributes infant and toddler apparel
through its stores which operates under the "Gymboree", "Gymboree
Outlet", "Janie and Jack" and "Crazy 8" brands in the United
States, Canada and Australia. Revenues are approximately $1.2
billion. The company is owned by affiliates of Bain Capital
Partners LLC.


HAMPTON ROADS: Incurs $7.9 Million Net Loss in First Quarter
------------------------------------------------------------
Hampton Roads Bankshares, Inc., reported a net loss available to
common shareholders of $7.90 million on $21.60 million of interest
income for the three months ended March 31, 2012, compared with a
net loss available to common shareholders of $31.66 million on
$27.18 million of interest income for the same period during the
prior year.

As of March 31, 2012, total assets were $2.13 billion, down
slightly from $2.17 billion at Dec. 31, 2011.  During the quarter,
loans outstanding declined from $1.50 billion to $1.47 billion as
a result of continued resolutions of problem loans and charge-
offs, with new lending activity largely offsetting normal
portfolio attrition.  Total deposits declined during the quarter
to $1.77 billion from $1.80 billion at Dec. 31, 2011, primarily
from continued declines in brokered deposits.

"The first quarter results demonstrate continued progress,
particularly with the reduction in operating expenses and positive
credit quality trends," said Douglas Glenn, President and Chief
Executive Officer.  "We are especially pleased with the nearly $50
million of new lending we achieved during the quarter."

At March 31, 2012, the Company exceeded all of the regulatory
capital minimums.  Bank of Hampton Roads was "well capitalized"
with respect to its Tier 1 and leverage ratios and "adequately
capitalized" with respect to its total risk based capital ratio.
Each of Shore Bank's capital ratios remained above the "well
capitalized" threshold at March 31, 2012.

A copy of the press release is available for free at:

                        http://is.gd/HGYYck

                   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.


HEALTHSOUTH CORP: Moody's Upgrades CFR to 'Ba3; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded HealthSouth Corporation's
Corporate Family and Probability of Default Ratings to Ba3 from
B1. Moody's also upgraded the ratings on HealthSouth's senior
secured credit facility to Baa3 (LGD 2, 11%) from Ba1 (LGD 2, 12%)
and unsecured notes to B1 (LGD 4, 67%) from B2 (LGD 4, 68%).
Finally, Moody's affirmed the Speculative Grade Liquidity Rating
at SGL-2. The rating outlook was changed to stable from positive.

"Improvement in the company's credit metrics through earnings
growth and debt repayment supports the upgrade," said Dean Diaz, a
Moody's Senior Credit Officer. "Additionally, the company's
healthy cash flow should support further growth in the business
without the use of incremental debt," said Diaz.

The following ratings have been upgraded:

Corporate Family Rating, to Ba3 from B1

Probability of Default Rating, to Ba3 from B1

$500 million senior secured revolver due 2016, to Baa3 (LGD 2,
11%) from Ba1 (LGD 2, 12%)

$100 million senior secured term loan due 2016, to Baa3 (LGD 2,
11%) from Ba1 (LGD 2, 12%)

7.25% senior unsecured notes due 2018, to B1 (LGD 4, 67%) from B2
(LGD 4, 68%)

8.125% senior unsecured notes due 2020, to B1 (LGD 4, 67%) from B2
(LGD 4, 68%)

7.75% senior unsecured notes due 2022, to B1 (LGD 4, 67%) from B2
(LGD 4, 68%)

Ratings affirmed:

Speculative Grade Liquidity rating at SGL-2

Ratings Rationale

The Ba3 Corporate Family Rating reflects HealthSouth's solid
credit metrics and Moody's expectation that such metrics will
continue to improve modestly as strong free cash flow generation
will allow the company to grow its business without the use of
incremental debt. Moody's also acknowledges HealthSouth's
considerable scale and geographic diversification, that should
allow the company to adjust to or mitigate payment reductions more
easily than many other inpatient rehabilitation providers.
However, Moody's also considers risks associated with
HealthSouth's reliance on the Medicare program for a significant
portion of revenue and limited services in one niche of the post-
acute continuum of care. The rating also reflects Moody's concerns
with the uncertainty around healthcare reform and the potential
for greater Medicare reimbursement pressure starting in 2013.

The stable outlook reflects Moody's expectation that recently
opened facilities will benefit operating results and that
available free cash flow will be used to further invest in the
company's core business. Moody's also anticipates that the company
will remain disciplined towards using incremental debt to fund
acquisitions or a dividend as leverage targets made public by the
company have been achieved.

Moody's would need to gain additional comfort around the company's
high exposure to Medicare and the potential for negative
reimbursement changes prior to a ratings upgrade. However, if this
was accomplished, the ratings could be upgraded if HealthSouth can
sustain leverage below 3.5 times and interest coverage above 3.0
times.

If Moody's expects debt to EBITDA to increase and be sustained
above 4.5 times, either through unforeseen adverse developments in
Medicare reimbursement, a significant debt financed acquisition, a
change in appetite for shareholder initiatives, or a deterioration
in operating performance the ratings could be downgraded.

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

HealthSouth is the largest operator of inpatient rehabilitation
hospitals. As of March 31, 2012, the company operated 99 inpatient
rehabilitation hospitals. The company also provides outpatient
services through a network of 26 outpatient satellite clinics,
located within or near the company's rehabilitation hospitals, and
25 hospital-based home health agencies. HealthSouth recognized
approximately $2.1 billion of revenue in the twelve months ended
March 31, 2012 before considering the provision for doubtful
accounts.


HUB INT'L: Moody's Says Credit Extension No Effect on B3 Ratings
----------------------------------------------------------------
Moody's Investors Service said that Hub International Limited's
(Hub -- corporate family rating B3, probability of default rating
B3) extension of its senior secured credit facilities gives the
company additional financial flexibility but does not affect its
ratings. Hub recently announced the completion of a syndication
process whereby it extended approximately 75% of its initial
senior secured term loan (rated B1), 87% of its incremental senior
secured term loan (rated B1), 100% of its US senior secured
revolving credit facility (rated B1) and a 100% of its Canadian
senior secured revolving credit and overdraft facilities (not
rated). The rating outlook for Hub is stable.

Ratings Rationale

Hub's ratings reflect its solid market position in North American
insurance brokerage, good diversification across products and
geographic areas, and favorable operating margins, according to
Moody's. These strengths are tempered by Hub's high financial
leverage and limited fixed charge coverage since its leveraged
buyout in 2007. Other challenges include the relatively soft, but
improving, market for commercial property & casualty insurance and
the slow economic recovery. The rating agency expects that Hub
will continue to pursue a combination of organic growth and
acquisitions. The acquisition strategy carries integration and
contingent risks (e.g., exposure to errors and omissions),
although Hub has a favorable track record in assimilating small
and mid-sized brokers.

Moody's noted that Hub's facility extensions are subject to
springing maturities with respect to the company's unsecured
borrowings. For the extensions to be fully effective, Hub must
also refinance or repay its senior unsecured notes due December
2014 and its subordinated notes due June 2015 ahead of their
respective maturity dates. Moody's believes that Hub has access to
various funding sources and can meet these conditions.

Factors that could lead to an upgrade of Hub's ratings include:
(i) adjusted (EBITDA - capex) coverage of interest exceeding 2x,
(ii) adjusted free-cash-flow-to-debt ratio exceeding 5%, and (iii)
adjusted debt-to-EBITDA ratio below 5.5x.

Factors that could lead to a rating downgrade include: (i)
adjusted (EBITDA - capex) coverage of interest below 1.2x, (ii)
adjusted free-cash-flow-to-debt ratio below 2%, or (iii) adjusted
debt-to-EBITDA ratio above 8x.

Following the completion of the syndication, Hub's ratings (and
loss given default (LGD) assessments) include the following:

Corporate family rating B3;

Probability of default rating B3;

$100.0 million senior secured revolving credit facility due June
2016 rated B1 (LGD2, 27%);

$147.7 million initial senior secured term loan due June 2014
rated B1 (LGD2, 27%);

$37.7 million delayed draw senior secured term loan due June 2014
rated B1 (LGD2, 27%);

$25.7 million incremental senior secured term loan due June 2014
rated B1 (LGD2, 27%);

$543.8 million extended senior secured term loan due June 2017
rated B1 (LGD2, 27%);

$169.3 million extended incremental senior secured term loan due
December 2017 rated B1 (LGD2, 27%);

$305 million senior unsecured notes due December 2014 rated Caa1
(LGD5, 72%);

$395 million subordinated notes due June 2015 rated Caa2 (LGD6,
90%).

In addition, Moody's has published the rating history for Hub's
$200.0 million incremental senior secured term loan due June 2014,
issued on November 3, 2009, in an amendment to the Senior Secured
Credit Agreement. The rating for this $200.0 million incremental
term loan due 2014 (current amount outstanding $25.7 million) was
not previously published due to an internal administrative error.

The complete rating history for this term loan is as follows:

October 23, 2009 -- B2 rating assigned;

February 7, 2012 -- Rating upgraded to B1 (LGD assessment of LGD2,
26% assigned);

April 19, 2012 -- B1 rating affirmed (LGD assessment revised to
LGD2, 27%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 2012.

Hub, based in Chicago, Illinois, is a major North American
insurance brokerage firm providing a variety of property and
casualty, life and health, employee benefits and risk management
products and services through offices located in the US, Canada
and South America. The company generated total revenue of $876
million and net income of $7 million in 2011. Shareholders' equity
was $539 million as of December 31, 2011.


IDEARC INC: High Court Frees Verizon, JPMorgan From Spinoff Suit
----------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that the U.S. Supreme
Court on Monday put the kibosh on allegations by a class of Idearc
Inc. shareholders that Verizon Communications Inc. had doomed
Idearc to bankruptcy when it spun the company off and saddled it
with debt from JPMorgan Chase Bank NA.

Law360 relates that the high court denied the shareholders'
petition for writ of certiorari in a brief order Monday. Attorneys
involved in the case didn't immediately respond to requests for
comment late Monday.

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  The
Debtors' financial condition as of Dec. 31, 2008, showed total
assets of $1,815,000,000 and total debts of $9,515,000,000.
Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented
the Debtors in their restructuring efforts.  The Debtors tapped
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


INFUSYSTEM HOLDINGS: Global Undervalued Holds 8.7% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Global Undervalued Securities Master Fund, L.P., and
its affiliates disclosed that, as of April 27, 2012, they
beneficially owns 1,861,480 shares of common stock of InfuSystem
Holdings, Inc., representing 8.7% of the shares outstanding.  A
copy of the filing is available for free at http://is.gd/BoHrRZ

                     About InfuSystem Holdings

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

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

The Company's balance sheet at Dec. 31, 2011, showed
$76.26 million in total assets, $36.09 million in total
liabilities, and $40.16 million in total stockholders' equity.

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


JEFFERSON COUNTY, AL: Bank of New York Returns Disputed $585,000
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, won a $585,000 victory
over Bank of New York Mellon when the indenture trustee returned
$585,000 to a construction fund that the county said the bank
improperly used to pay lawyers and expert witnesses.

The report recounts that the county made the allegations in early
April in an answer and counterclaims in a lawsuit with the bank,
as indenture trustee for holders of sewer bonds. The county
contended that taking the money was contempt of court and
violation of the automatic bankruptcy stay.  Later in April, the
bank returned the funds, without saying why. The county responded
by withdrawing claims seeking return of the funds.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JOE ALEXANDER: Lawyer Won't Get Pay for 3 Years' Work
-----------------------------------------------------
Michael Fiorella, Esq., and the law firm of Sullivan, Mountjoy,
Stainback & Miller, P.S.C., won't see a dime out of their 3 years
working for the trustee in a chapter 7 case after the bankruptcy
judge denied the trustee's request for retroactive retention of
the firm.

"The Court regrets denying any professional fees.  However, the
Court adheres to the statutory scheme of the Bankruptcy Code which
requires prior court approval for the hiring of professionals.
This prior approval is necessary to verify the necessity of
employment and to ensure the neutrality of the person employed,"
Bankruptcy Judge Joan A. Lloyd said.

Mark H. Flener, the Chapter 7 trustee overseeing Joe S.
Alexander's case, on April 15, 2008, sued Betty Alexander, the
Debtor's spouse, and Monticello Banking Company seeking to avoid
and recover fraudulent or preferential transfers.  The attorney of
record on behalf of the Trustee on the Complaint was Mr. Fiorella.

The adversary proceeding against Betty Alexander was settled and
that settlement was approved by an Order entered May 15, 2009.
The adversary proceeding against the Bank continued.  The parties
conducted substantial discovery and following that discovery, the
parties filed extensive briefs on the preference and avoidance
issues.

On June 4, 2010, an Order entering Judgment in favor of the
Trustee and against the Bank on the Complaint was entered by the
Court.  The Judgment was affirmed on appeal by the United States
District Court on Dec. 29, 2010.  The matter was then appealed to
the United States Sixth Circuit Court of Appeals.  The Sixth
Circuit Court of Appeals affirmed the Judgment by Order entered on
Dec. 15, 2011.

On Dec. 28, 2011, the Trustee filed his application to employ Mr.
Fiorella as the attorney for the estate, requesting nunc pro tunc
entry of the Order approving the Application as of April 4, 2008,
for representation of the estate in the adversary proceeding
against the Bank and Betty Alexander.

According to the Court, the record does not provide any other
reason for the delay, other than that the Trustee and the Firm
each believed they had filed the Application.

"There is no other conclusion that the Court can reach but that it
was not filed due to mere oversight.  Simple neglect or mere
oversight are insufficient reasons to grant nunc pro tunc relief,"
Judge Lloyd said.

The Firm's hiring is approved as of Dec. 28, 2011.

"Given the nearly three year lapse in this case and the inadequate
explanation for the failure to file the Application, the Court
believes that it would be an abuse of discretion to afford the
applicant the nunc pro tunc relief requested," Judge Lloyd said.

A copy of the Court's April 30, 2012 Memorandum-Opinion is
available at http://is.gd/cRJ346from Leagle.com.

Joe S. Alexander filed a Chapter 13 bankruptcy petition (Bankr.
W.D. Ky. Case No. 06-10238) on April 17, 2006.  Ten days later,
the Court converted the case to one under Chapter 11.  On June 16,
2006, the Court converted the case to one under Chapter 7.  Mark
Flener was appointed as the Chapter 7 Trustee.


LACK'S STORES: Two Vacant Distribution Facilities Sold
------------------------------------------------------
Tricia Lynn Silva at San Antonio Business Journal reports that
local real estate firm 4M Realty sold two distribution facilities
in greater San Antonio that were left vacant in the wake of Lack's
Store Inc.'s Chapter 11 bankruptcy reorganization:

     -- Salof Properties LLC purchased the larger of the two
        buildings -- a 386,000-square-foot distribution warehouse
        at 1150 Schwab Road in the City of Schertz, just northeast
        of San Antonio; and

     -- local nonprofit Daily Bread Ministries purchased the
        warehouse building on Rittiman Road in San Antonio.

Michael Weiss and Nick Prater of 4M Realty represented the seller
of the buildings, City Bank Texas.

                       About Lack's Stores

Lack's Stores Incorporated filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Case No. 10-60149) on Nov. 16, 2010.
Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Before the bankruptcy filing, Lack's Stores was a chain
of 36 retail stores. It operates under the trade styles Lacks and
Lacks Home Furnishings.  The Company sells a complete line of
furnishings for the home including furniture, bedding, major
appliances and home electronics.  The stores are located in South,
Central, and West Texas.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, assist the Debtor
in its restructuring effort.  The Debtor estimated its assets and
debts at $100 million to $500 million.

Affiliates Lack Properties, Inc., Lack's Furniture Centers, Inc.,
and Merchandise Acceptance Corporation filed separate Chapter 11
petitions.

The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas, at a hearing April 3, 2012, confirmed the
Debtors' First Amended Joint Plan of Reorganization.


LEHMAN BROTHERS: Wants to Hike ADR Threshold to $5 Million
----------------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in
Manhattan to amend its Tier 2 alternative dispute resolution
procedures order dated September 27, 2010.

The September 27 order established faster and more streamlined
ADR procedures for the bankruptcy estates' derivative contracts
with recovery potential for which its claim is equal to or less
than $1 million.

In court papers, Lehman proposed to amend the September 27 order
to increase the threshold for the Tier 2 derivatives ADR
procedures from $1 million to $5 million.

Lehman's lawyer, Robert Lemons, Esq., at Weil Gotshal & Manges
LLP, in New York, said the company has plans to reallocate
certain derivatives contracts with recovery potential from the
pool subject to the derivatives ADR procedures to the pool
subject to the Tier 2 ADR procedures by increasing the threshold.

"Such reallocation will allow the Chapter 11 estates to take full
advantage of the parallel consensual resolution processes, which
will reduce the costs associated with, and overall time expended
on, the reconciliation and collection of the Chapter 11 estates'
affirmative claims under all derivatives contracts," Mr. Lemons
said.

A court hearing to consider approval of Lehman's request is
scheduled for May 16, 2012.

            29th Status Report on Claims Settlement

Weil Gotshal & Manges LLP, Lehman Brothers Holdings Inc.'s legal
counsel, filed a status report on the settlement of claims it
negotiated through the alternative dispute resolution process.

The status report noted that in the past month, Lehman served two
ADR notices, bringing the total number of notices served to 237.

Lehman also reached settlement with counterparties in seven
additional ADR matters.  Upon closing of those settlements, the
company will recover a total of $1,110,294.  Settlements have now
been reached in 194 ADR matters involving 216 counterparties.

As of April 17, 2012, 69 of the 73 ADR matters that reached the
mediation stage and concluded were settled through mediation.
Only four mediations were terminated without settlement.

Seventeen more mediations are scheduled to be conducted for the
period May 1 to July 10, 2012.

                     About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Bingham McCutchen to Provide Add'l Work
--------------------------------------------------------
Lehman Brothers Holdings Inc. filed a supplemental application to
authorize Bingham McCutchen LLP to provide legal assistance with
respect to tax-related services, specifically, assisting the
company in connection with new audits opened by the Internal
Revenue Service for 2008 to 2010.

The Debtors previously obtained authority to employ Bingham
McCutchen as special counsel, nunc pro tunc to August 1, 2009.
The application was filed after Bingham combined with McKee Nelson
LLP, which was hired by the Debtors as special tax counsel in
March 2009.

At the direction of the Debtors, Bingham has performed work on
the Debtors' tax controversy, securitization and capital markets
matters in good faith beginning on August 1, 2009, to properly
advance and protect the interests of the Debtors.

The Debtors agreed to pay Bingham at its regular hourly rates for
legal and non-legal personnel, and reimburse the firm for all
reasonable and necessary expenses.  Bingham's hourly rate
structure for its domestic offices:

     Partners and Of Counsel           $605 to $995
     Associates and Counsel            $300 to $590
     Paraprofessionals                 $215 to $305

Bingham will not charge rates in excess of rates previously
charged by McKee in connection with the Debtors' Chapter 11
cases, except to the extent any increases are a result of the
Firm's annual adjustments.

                     About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Trustee Files Six-Month Report
---------------------------------------------------
The court-appointed trustee of Lehman Brothers Holdings Inc.'s
brokerage has filed an interim report in connection with the
liquidation of the brokerage under the Securities Investor
Protection Act.

The 53-page report, which covers the period October 22, 2011 to
April 20, 2012, noted these accomplishments in the past six
months:

  * Negotiated and achieved a settlement in principle with
    Lehman Brothers Holdings Inc. and certain of its affiliates
    to resolve more than $70 billion of disputed claims between
    the estates;

  * Filed a motion seeking court approval for the allocation of
    approximately $24 billion of assets under the trustee's
    control;

  * Won a favorable ruling from the British Supreme Court
    regarding the failure of Lehman Brothers International
    (Europe) to properly segregate billions of dollars in
    customer money, including money that LBIE failed to
    segregate for LBI which the trustee believes entitles the
    estate to a judgment of at least $1.2 to $4 billion;

  * Negotiated the withdrawal of more than a quarter-billion
    dollars in customer claims;

  * Recovered more than a quarter-billion dollars from the
    close-out and unwind of financial derivatives transactions,
    bringing the total amount recovered from closeouts and
    unwinds to date to approximately $4.3 billion;

  * Won a favorable ruling from the court confirming the
    trustee's position that claims for damages arising from TBA
    contracts are not customer claims under SIPA, which will
    help resolve hundreds of millions of dollars in disputed
    claims constituting the largest category of disputed claims
    objections;

  * Fully briefed the appeal and cross-appeal of the trustee's
    $6.2 billion dispute with Barclays Capital Inc. in United
    States District Court for the Southern District of New York;

  * Engaged in discovery with LBIE on its "omnibus customer
    claim" and "proprietary house claim" as well as other
    parties including Citibank and Goldman Sachs; and

  * Advanced settlement negotiations with several former
    international affiliates.

Attached to the report is a table, which shows a summary of the
customer claims process:

                      (in millions)
  Customer Claims    Allowed Claims   Unresolved Claims
  ---------------    --------------   -----------------
  Non-Affiliate         $3,325.9          $13,900.5
  LBIE                   8,292.9           16,795.5
  LBHI                     523.1            7,998.7
  Other Affiliates          58.6            2,546.1
  Total Amount         $12,200.5          $41,240.8

The trustee disclosed that as of March 30, 2012, the brokerage's
assets under his control are worth $25.666 billion, composed of
$306 million of total cash and cash equivalents, and $ $25.360
billion worth of securities.

A full-text copy of the report is available without charge
at http://bankrupt.com/misc/LBHI_LBI7thReport.pdf

                     About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Objects to AIG Global's $5.43MM Claim
------------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy in
Manhattan to reduce AIG Global Services Inc.'s claim against the
company to $5.43 million and allow it as a non-priority general
unsecured claim.

The claim, designated as Claim No. 66918, stemmed from the
rejection of a license agreement dated March 31, 2004.

Lehman said the damages sought by AIG should be capped pursuant
to a certain provision of U.S. bankruptcy laws, which operates as
a cap on the damages that are available as a result of the
termination of a lease.

"Notwithstanding the label of the AIG agreement as a license
agreement, the substance of the AIG agreement is that of a
nonresidential real property lease and should be treated as such
under the Bankruptcy Code," the company said in court filing.

A court hearing to consider the objection is scheduled for
June 28, 2012.  Objections are due by May 29, 2012.

                     About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LODGENET INTERACTIVE: John Pecora Discloses 6.7% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, John P. Pecora disclosed that, as of
April 30, 2012, he beneficially owns 1,693,637 shares of common
stock of LodgeNet Interactive Corporation representing 6.7% based
upon 25,347,609 shares of the Company's common stock outstanding
as of April 2, 2012, as reported in Amendment No. 1 to the
Issuer's Proxy Statement filed with the Securities and Exchange
Commission on April 18, 2012.

Mr. Pecora previously reported beneficial ownership of 1,666,543
common shares or a 6.6% equity stake as of April 29, 2011.

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

                        http://is.gd/nQGLjd

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at March 31, 2012, showed
$388.41 million in total assets, $442.16 million in total
liabilities and a $53.75 million total stockholders' deficiency.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LORD PROVIDES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Lord Provides, Inc.
        dba Mike's Kwik Kar
        1410 Tascosa Ct.
        Allen, TX 75013

Bankruptcy Case No.: 12-32745

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Mark I. Agee, Esq.
                  4115 N. Central Expressway
                  Dallas, TX 75204
                  Tel: (214) 320-0079
                  Fax: (214) 320-2966
                  E-mail: Mark@DallasBankruptcyLawyer.com

Scheduled Assets: $1,074,528

Scheduled Liabilities: $2,531,000

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/txnb12-32745.pdf

The petition was signed by Michael L. Birge, president.


LPB LLC: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------
Debtor: LPB, LLC
        dba Sleep Inn & Suites
        1908 Country Place Parkway
        Pearland, TX 77584-2137

Bankruptcy Case No.: 12-80229

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

About the Debtor: The Debtor owns the Sleep Inn & Suites hotel in
                  1908 Country Place Parkway, Pearland TX

Debtor's Counsel: Ronald Julius Smeberg, Esq.
                  THE SMEBERG LAW FIRM PLLC
                  12002 Bandera Rd., Suite 102
                  Helotes, TX 78023
                  Tel: (866) 512-9928
                  Fax: (866) 568-4107
                  E-mail: Ronaldsmeberg@yahoo.com

Scheduled Assets: $2,606,788

Scheduled Liabilities: $4,156,988

A copy of the Company's list of its 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txsb12-80229.pdf

The petition was signed by Neelesh Bhakta, manager.


LTG FORUM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: LTG Forum Plaza, Ltd.
        14531 Kengley Orchard Lane
        Cypress, TX 77429

Bankruptcy Case No.: 12-33294

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: David R. Jones

Debtor's Counsel: Edward L. Rothberg, Esq.
                  HOOVER SLOVACEK, LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: rothberg@hooverslovacek.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/txsb12-33294.pdf

The petition was signed by Javier Chavez, president.


MARCO POLO: Plan Filing Exclusivity Extended Until May 17
---------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that Marco Polo
Seatrade BV on Friday won permission in New York bankruptcy court
to delay filing its Chapter 11 reorganization plan, despite some
banks' earlier complaints that the bankrupt Dutch shipping company
has delayed for strategic purposes.

Law360 says U.S. Bankruptcy Judge James M. Peck issued an order
extending Marco Polo's exclusive period to file a plan until
May 17, saying the extension makes sense for the bankrupt shipper.

                         About Marco Polo

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

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

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

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

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

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

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

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

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


MARIANA RETIREMENT FUND: Senator Urges Governor to Form Commission
------------------------------------------------------------------
Marianas Variety reports that Sen. Jovita M. Taimanao has pre-
filed a resolution urging Gov. Benigno R. Fitial to create a
commission that will "help" the NMI Retirement Fund.

According to the report, Sen. Taimanao, Ind.-Rota, chaired the
Senate special committee created to address the issues facing the
Fund, but she believes her efforts became moot when the Fund filed
for Chapter 11 bankruptcy in federal court.

Sen. Taimanao, however, said in an interview the Fund's bankruptcy
filing is another reason why those efforts should continue.  Sen.
Taimanao said the governor should take the lead by forming the
"Retirement Fund Pension Commission" which will be composed of
government officials, accountants, attorneys and other
stakeholders to review, address and find solutions to the pension
agency's financial crisis.

The report relates the Senate resolution, which has yet to be
numbered, states that the commission will be an independent body
supported by the Retirement Fund, the Legislature and the
administration.  It will have six months to submit a report with a
comprehensive analysis of the problems of the defined benefit plan
and the solutions to rehabilitate it  for the benefit of all
members and beneficiaries, the report says.

According to the report, Sen. Taimanao said she came up with the
resolution in order to create solutions.  She said the idea is
strongly supported by the officers and members of the Commonwealth
Retirement Association, with whom she was meeting even before the
bankruptcy filing.

According to the report, once the commission is formed, Sen.
Taimanao hopes that everybody involved will work very hard to come
up with "drastic" moves to save the dying pension agency.  The
resolution states "it would be a grand idea to select a
representative from all the various groups affected by the
Retirement Fund crisis plus other professional representatives to
create an independent body."

                      About Northern Mariana

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.


MARIANA RETIREMENT FUND: Gov't Challenges Bankruptcy Filing
-----------------------------------------------------------
Moneth Deposa at Saipan Tribune reports that Braddock Huesman,
Esq., counsel to the NMI Retirement Fund, said the central
government is planning to fight the Fund's bankruptcy petition in
federal court.

According to the report, Mr. Huesman said at Monday's board
meeting that Gov. Benigno R. Fitial's administration has already
communicated its plan to the Fund but he is confident that any
motion to dismiss the case will not succeed.  Press secretary
Angel A. Demapan confirmed with Saipan Tribune the plan of the
Fitial administration to fight the bankruptcy case.

The report notes Ms. Demapan said a formal case is expected to be
filed within the next two weeks.  The report notes the Fund
board's legal team earlier described the reaction of the Executive
Branch as "receptive" when they informed it of the bankruptcy
filing a few weeks ago.

The report relates Gov. Fitial and Lt.Gov. Eloy Inos later
expressed concern about the litigation cost the bankruptcy
proceedings will incur the troubled agency, estimated to run in
the millions.

The report says a court judgment has determined that the central
government owes the Fund about $317 million in unpaid employer
contributions since 1999.  Despite numerous efforts to collect
from the government, nothing has succeeded, resulting in the Fund
being forced to withdraw funds from its investment portfolio,
which is now down to just over $250 million.  To prolong the
lifespan of the pension plan, the board filed for bankruptcy so it
could reorganize the pension program.

Two unnamed retirees have already filed a motion to dismiss the
Chapter 11 bankruptcy case, to be decided by the bankruptcy court
at its next hearing.  They are represented by attorneys Bruce
Jorgensen and Stephen Woodruff.

According to Saipan Tribune, Mr. Huesman said that in the event
the court dismisses the retirees' motion, the same motion that
will be filed by the central government will become moot.

The report also notes Mr. Huesman said the Fund does not intend at
this time to file for other chapter petitions under the Bankruptcy
Code despite the broad authority of Fund administrator Richard
Villagomez.

                      About Northern Mariana

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.


MIDTOWN REAL ESTATE: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Midtown Real Estate Holdings, LLC
        976 Piedmont Avenue
        Atlanta, GA 30309

Bankruptcy Case No.: 12-61280

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Thomas F. Tierney, Esq.
                  THOMAS F. TIERNEY, P.C., Suite 110
                  1401 Georgian Park
                  Peachtree City, GA 30269
                  Tel: (770) 631-1100
                  Fax: (770) 631-7055
                  E-mail: Tierneylawyer@yahoo.com

Scheduled Assets: $1,700,000

Scheduled Liabilities: $2,485,184

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/ganb12-61280.pdf

The petition was signed by John Stupka, managing member.


MORGAN INDUSTRIES: Has $750,000 Interim Loan Approval
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the manufacturer of Hunter sailboats was given
interim approval to borrow $750,000 from secured lender Bank of
America NA.  At a final financing hearing on May 23, the company
will be looking for permission to take down a $1.4 million loan.

BofA is providing DIP financing in the form a senior a senior
secured priming and superpriority debtor-in-possession revolving
credit facility with a commitment amount equal to $1.4 million.
The DIP facility contains a carve-out for the payment of
professional fees with the Debtors' professional fees capped at
$575,000 and the statutory committee of unsecured creditors'
professional fees capped at $50,000.

BofA is already owed $6.33 million on a prepetition Loan A term
facility, $6.43 million on a Loan B term facility, $830,000 on
funded letters of credit, and about $2 million on unfunded letters
of credit.

The DIP Term sheet signed by the Debtors and BofA, as DIP Lender,
provides that the DIP loan will terminate Aug. 30, 2012, or
earlier if certain covenants are not achieved.

The Debtors have agreed to these terms:

* The Debtors on or before May 21, 2012, will file a motion
   seeking approval of a sale of substantially all of the
   assets and seeking approval of related bidding procedures.

    * On June 28, 2012, the bankruptcy court will have entered an
      order granting the sale motion.

                   About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine. In 2010, Silverton, Mainship and Luhrs,
collectively, held approximately 5.3% of the United States market
for fiberglass, in-board engine powerboats greater than 27 feet in
length.  Additionally, Hunter Marine was the largest manufacturer
of sailboats in the United States, accounting for an estimated 32%
of new sailboat registrations in 2010, making it the sixth
consecutive year Hunter Marine represented approximately 30% of
all new sailboat registrations in the United States.  The Debtors
have a network of 90 dealers in the U.S. and 80 dealers in 40
other countries.

The Company is being advised by Robert Hirsh and George Angelich
of Arent Fox LLP as bankruptcy general counsel; Capstone Advisory
Group, LLC as financial advisors; Katz, Kane & Co. as investment
bankers; and Donlin Recano & Company, Inc. as claims agent.


MRBS PARTNERS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: MRBS Partners, LP
        14040 Welch Rd
        Dallas, TX 75244

Bankruptcy Case No.: 12-41172

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Melissa S. Hayward, Esq.
                  FRANKLIN SKIERSKI LOVALL HAYWARD LLP
                  10501 N. Central Expry, Suite 106
                  Dallas, TX 75231
                  Tel: (972) 755-7104
                  Fax: (972) 755-7114
                  E-mail: MHayward@FSLHlaw.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 Brady Giddens, designated officer.


NORTEL NETWORKS: Trustee Wants Pension Fight to Proceed
-------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that Nortel Networks
Inc.'s British pension plan trustee asked the U.S. Supreme Court
on April 20 for permission to challenge a $3.1 billion shortfall
in Nortel's reorganization plan in a British regulatory
proceeding, arguing that an automatic stay shouldn't apply.

According to Law360, the trustee said the Third Circuit was wrong
to rule that the British regulatory proceeding couldn't go forward
because of the automatic stay imposed by the U.S. bankruptcy court
as part of Canada-based Nortel's reorganization.

                       About Nortel Networks

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

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

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

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

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

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

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

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

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

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


NORTH STONINGTON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: North Stonington Health Center, Inc.
        183 Providence New London Tpke
        North Stonington, CT 06359-1721

Bankruptcy Case No.: 12-11508

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Debtor's Counsel: Russell D. Raskin, Esq.
                  RASKIN & BERMAN
                  116 East Manning Street
                  Providence, RI 02906
                  Tel: (401) 421-1363
                  E-mail: mail@raskinberman.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/rib12-11508.pdf

The petition was signed by W. Mark Russo, Esq., in his capacity as
special master.


PACIFIC NORTHERN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Pacific Northern Corporation
        1899 Concourse Dr.
        San Jose, CA 95131

Bankruptcy Case No.: 12-53264

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Charles Novack

Debtor's Counsel: W. Damian Rickert, Esq.
                  LAW OFFICES OF W. DAMIAN RICKERT
                  109 Jackson St. #230
                  Hayward, CA 94544
                  Tel: (510) 886-9414
                  E-mail: rickertlaw@comcast.net

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 Bruce C. Williams, vice president.


PATRIOT COAL: Moody's Reviews 'B2' CFR/PDR for Possible Downgrade
-----------------------------------------------------------------
Moody's placed all ratings of Patriot Coal Corporation (Patriot),
including its corporate family rating (CFR) and probability of
default rating of B2 and senior unsecured debt rating of B3 on
review for possible downgrade. The review is prompted by
deterioration in market conditions and challenges facing the US
thermal coal industry, particularly in Central Appalachia, where
Patriot's business is concentrated. Moody's expects that in 2012,
Patriot's credit metrics will contract and liquidity will
deteriorate, due to challenges facing the company's thermal coal
business and the softness in the metallurgical coal market.

On Review for Possible Downgrade:

  Issuer: Patriot Coal Corporation

    Probability of Default Rating, Placed on Review for Possible
    Downgrade, currently B2

    Corporate Family Rating, Placed on Review for Possible
    Downgrade, currently B2

    Senior Unsecured Regular Bond/Debenture, Placed on Review for
    Possible Downgrade, currently B3

Outlook Actions:

  Issuer: Patriot Coal Corporation

    Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

An unusually warm winter in the US and low natural gas prices in
2011-2012 led to a collapse in coal prices across most coal
producing regions and production cuts across the industry, with
utilities decreasing their coal-fired generation in favor of
lower-priced gas. For the longer term, sustainable low natural gas
prices, combined with environmental regulations disadvantaging
coal, will slowly continue to erode coal's position as a raw
material for electric generation. Higher-cost Central Appalachian
production is most affected by these market conditions, and will
continue to face secular decline as production costs continue to
rise as a result of difficult geology and tightening safety
standards. Patriot has recently announced that it will further
reduce thermal coal production in response to continued weakness
in market demand, including the idling of the Freedom underground
mine in Kentucky.

The review will focus on Patriot's results for the first quarter
of 2012, the outlook for 2012 and 2013, the company's contracted
coal position, the company's liquidity position, including
projected covenant compliance, and company's plans with respect to
the $200 million convertible senior notes due in 2013.

The principal methodology used in rating Patriot 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.

Based in St. Louis, Missouri, Patriot Coal Corporation is one of
the largest coal producers in the eastern U.S. with approximately
30 million tons of annual coal production and $2.4 billion of
revenues generated in 2011.



PENN CAMERA: Court Approves Compromise of Wells Fargo Fee Claim
---------------------------------------------------------------
Bankruptcy Judge Paul Mannes signed off on a stipulation and
consent order settling Wells Fargo Bank, N.A.'s claim for fees and
expenses, including attorneys' fees, against Penn Camera Exchange,
Inc.

Wells Fargo asserts a $115,120 fee claim.  The Debtor, the
official committee of unsecured creditors appointed in the case,
and Wells Fargo reached agreement to compromise the Bank's Fee
Claim for $100,869, which compromise is without prejudice to the
Bank's right to seek to recover the balance of its fees and
expenses from guarantors of the Debtor's loans, and without
prejudice to the guarantors' rights to object to such recovery.

No one has filed an objection to the compromise.

The Debtor owed Wells Fargo under a secured term loan for
$1,500,000 and a secured revolving loan in the maximum principal
amount of $1,400,000.  As of the bankruptcy filing date, the Bank
asserts that the outstanding principal amount owed under the term
loan was $1,266,672 and the corresponding debt on the revolving
loan was $758,165.

On Jan. 31, 2012, the Court entered a final order approving the
Debtor's use of cash collateral and providing adequate protection,
in which the Bank asserted, and the Debtor agreed, that as of Jan.
20, 2012, the Bank was owed principal in the total amount of
$797,226.19, plus certain pre-petition fees and expenses,
including attorneys' fees, and post-petition interest, late
charges, expenses and fees, including attorneys' fees.

Following the sale of certain of the Debtor's assets, Wells Fargo
has been repaid all of the principal and accrued interest due and
owing on account of the Loans.

A copy of the April 30, 2012 Stipulation and Consent Order is
available at http://is.gd/887PQwfrom Leagle.com.

Counsel for Wells Fargo Bank, National Association, is:

          Richard E. Hargerty, Esq.
          TROUTMAN SANDERS
          1660 International Drive Suite 600
          McLean, VA 22102
          Tel: 703-734-4326
          Fax: 703-448-6520
          E-mail: richard.hagerty@troutmansanders.com

Counsel for the Committee is:

          Michael J. Lichtenstein, Esq.
          SHULMAN ROGERS GANDAL PORDY & ECKER, P.A.
          12505 Park Potomac Avenue, 6th Floor
          Potomac, MD 20854
          Tel: (301) 230-5231
          Fax: (301) 230-2891
          E-mail: mjl@shulmanrogers.com

                     About Penn Camera Exchange

Founded in 1953, Penn Camera Exchange, Inc. --
http://www.penncameras.com/-- was known for its wide selection of
photography equipment, classes and technicians.  Based in
Beltsville, Maryland, Penn Camera filed for Chapter 11 bankruptcy
(Bankr. D. Md. Case No. 12-10113) on Jan. 4, 2012.  Judge Paul
Mannes presides over the case.  Nelson C. Cohen, Esq., at
Zuckerman Spaeder LLP, serves as the Debtor's counsel.  Penn
Camera scheduled assets of $4,050,487 and liabilities of
$4,402,910.  The petition was signed by Jeffrey Zweig, president.

On Jan. 9, 2012, the United States Trustee appointed an official
committee of unsecured creditors.

Penn Camera closed five of its stores around Washington before the
Chapter 11 filing.  It sold the inventory in the remaining three
stores in bankruptcy court-sanctioned going-out-of-business sales
ran by Great American Group.  The agreement called for Great
American to receive a fee of 5% of gross inventory sales and 25%
of fixtures.

Calumet Photographic Inc. assumed the assets and leases for the
three locations for $600,000. Calumet would continue to operate
under the Penn Camera banner.  The purchase price includes
$250,000 in cash at closing and a $350,000 promissory note due in
six months. The buyer has also assumed up to $100,000 of gift card
liability.


PMI GROUP: Moody's Issues Summary Credit Opinion
------------------------------------------------
Moody's Investors Service issued a summary credit opinion on PMI
Group, Inc. (The) and includes certain regulatory disclosures
regarding its ratings. The release does not constitute any change
in Moody's ratings or rating rationale for PMI Group, Inc. (The).

Moody's current ratings on PMI Group, Inc. (The) are:

Senior Unsecured (domestic currency) ratings of C

Junior Subordinate (domestic currency) ratings of C (hyb)

Preferred Shelf (domestic currency) ratings of (P)C

Rating Rationale

Moody's Caa3 insurance financial strength rating for PMI Mortgage
Insurance Co (PMI) reflects Moody's estimate of ultimate recovery
on claims following the recent regulatory takeover of PMI. The
insurer was put under state regulatory supervision and PMI's state
regulator, the Arizona Department of Insurance (AZ-DOI), has
petitioned for judicial action to place PMI into receivership. In
a directive issued on October 20, 2011, the regulator has ordered
partial cash payment of claims to conserve liquid resources.
Deferred payment obligations (DPO) covers 50% of incoming claims
while the remaining 50% is paid in cash. Lack of clarity about
ultimate losses and weak housing market trends could adversely
affect the timing of, and ultimate, recovery on DPO.

At the end of the second quarter of 2011, PMI's risk to capital
ratio, for the US mortgage insurance operations, reached 56:1
while policyholder's surplus was $320 million below the minimum
required by PMI's regulator, theArizona Department of Insurance.

AZ-DOI took control of PMI on October 20, 2011 after concluding
that insurer's financial position was unsafe and unstable. The
regulatory order referred to PMI's internal models that forecast a
$213 million statutory deficit at the end of the third quarter of
2011. The models also indicated that PMI's capital resources were
insufficient to meet all policyholders' claims. The regulator's
petition to appoint a receiver for PMI is being heard by the
Superior Court of the State of Arizona, County of Maricopa.

The PMI Group, Inc., the parent company for PMI, filed a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code in the fourth quarter of 2011.

Credit Strengths

Credit strengths for the company include:

- Surveillance and loss mitigation functions have materially
   reduced realized claims

Credit Challenges

Credit challenges for the company include:

- Regulatory takeover and pending regulator request for a
   receiver

- Weak capital position relative to claims

- Housing market conditions remain weak

Rating Outlook

The outlook for the rating the negative as there is material
uncertainty about recovery for the DPO portion of claims

payment. The runoff raises questions about the future quality of
the firm's loss mitigation efforts and management.

What Could Change the Rating - Up

- Portion of claims paid in cash increases to 80% or higher

- Substantial improvement in housing market conditions leading
   to a reassessment of projected losses

What Could Change the Rating - Down

The following factors could result in a downgrade:

- Cash portion of claim payment is reduced to less than 40%

- Weakness in the housing market that would materially reduce
   recovery for the DPO portion

The principal methodology used in this rating was Moody's Global
Rating Methodology for the Mortgage Insurance Industry published
in February 2007.


PREGIS CORP: Moody's Withdraws 'B3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Pregis
Corporation following the repayment of its senior secured credit
facilities and senior subordinated notes with the proceeds from a
new 5-year credit facility which is not rated by Moody's. The
company has no public debt outstanding and will no longer publicly
file financial statements.

The following ratings were withdrawn:

Corporate Family Rating, B3

Probability of Default Rating, B3

EUR225 million senior secured second lien notes due 2013, B2
(LGD3, 38%)

$150 million senior subordinated notes due 2013, Caa2 (LGD 5, 85%)

Speculative Grade Liquidity Rating, SGL-3

The outlook is changed to withdrawn from stable.


PRINCE SPORTS: Meeting to Form Creditors Committee on May 14
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on May 14, 2012, at 10:00 a.m. in
the bankruptcy case of Prince Sports, Inc., et al.  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 Prince Sports

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

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

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

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

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


REDDY ICE: Shareholders Defend Interests in Restructuring
---------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that Centerbridge Partners LP has locked Reddy Ice Holdings Inc.
into a fast-paced restructuring that undervalues the packaged ice
company, complain shareholders who want a say in the process.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling
$434 million and total liabilities of $531 million.  The bulk of
the liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.  A hearing to approve the Disclosure
Statement and confirm the Plan has been set for May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


RENEGADE HOLDINGS: Court Moves Hearing on Tax Revenue to May 15
---------------------------------------------------------------
Winston-Salem Journal reports a bankruptcy court hearing has been
continued a second time -- from May 1 to May 15 -- on whether the
U.S. Treasury Department can require Renegade Holdings Inc. to put
$2.6 million in disputed federal excise-tax revenue into an escrow
account.

The report says the hearing was continued to give both parties
time to "more fully evaluate the extent of the disputed tax
burden."

The report also says Judge William Stocks approved the continuance
to give the Debtors more time to address a complaint filed Monday
by the state of Tennessee.

According to the report, Tennessee is accusing Alternative Brands
Inc., a subsidiary of Renegade, and its former owner Calvin Phelps
of asking a wholesaler to purposefully underreport licensed
distributor reports from April 2001 to January 2009.  They are
accused of underreporting in Tennessee the number of cigarettes
Alternative sold and the number the wholesaler stamped for sale
and distributed.  As a result, the state claims Alternative did
not deposit sufficient funds into its escrow account, producing an
escrow shortage of $3.3 million.

The report notes the state is asking for civil penalties that
could be up to $9.9 million, as well as that Alternative be
compelled to disgorge all profits made in Tennessee related to the
violations.  The report also says Mr. Phelps is expected to plead
guilty this month to three unidentified criminal charges,
according to court documents.  A hearing has been set for May 17
in the U.S. District Court for the Northern District of
Mississippi, the report relates.

The report adds the attorneys general assert that Renegade
Holdings owes a delinquent escrow amount of $16.7 million.  Peter
Tourtellot, bankruptcy trustee for Renegade, said in the exit plan
the amount is $7.93 million.  The Treasury Department's Alcohol
and Tobacco Tax and Trade Bureau said in a March 13 filing that
Alternative underpaid by $2.1 million the federal excise tax on
large cigars through an audit period of April 1, 2009, through
July 31, 2011.  The bureau said an additional $501,057 is owed in
interest and penalties.

The report adds the bureau claims Alternative has underpaid the
federal excise tax since July 31 by an amount that exceeds
$1 million.

The report relates Mr. Tourtellot filed a motion disputing the
bureau's claim and saying Alternative had been paying the correct
amount.  He said Alternative is owed $272,464 for overpayments.

                      About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.


RICHARD WEZNER: Bankruptcy Court Won't Hear Third Party Complaint
-----------------------------------------------------------------
Bankruptcy Judge Magdeline D. Coleman, citing Stern v. Marshall,
131 S.Ct. 2594 (2011), ruled that the Bankruptcy Court lacks
subject matter jurisdiction to adjudicate indemnification claims
asserted against Security Abstract of PA, Inc., by Richard and
Felicia Wezner in their Third-Party Complaint, Anthony F. Cilio
and Kellyann Cilio, Plaintiffs, v. Richard Wezner and Felicia
Wezner, Defendants, v. Security Abstract of PA, Inc., Third Party,
Defendant, Adv. Proc. No. 11-00441 (Bankr. E.D. Pa.).  The Court
granted Security Abstract's request to dismiss the Third Party
Complaint.

The Cilios sued the Wezners and Citizens Bank of Pennsylvania
objecting to Richard Wezner's discharge pursuant to 11 U.S.C.
Sections 523 and 727.  The Cilios assert $708,496 for the Wezners'
failure to satisfy a mortgage against certain real estate sold to
the Cilios.  As to Citizens Bank, the Cilios seek equitable relief
in the form an injunction requiring the Bank to mark the mortgage
at issue as satisfied.

On Aug. 16, 2005, the Wezners sold the real property located at
108 Hampton Lane, Whitemarsh, Pennsylvania, to the Cilios for
$1,800,000.

A copy of the Court's April 30, 2012 Opinion is available at
http://is.gd/eXnVNpfrom Leagle.com.

Richard Wezner filed for Chapter 11 bankruptcy relief (Bankr. E.D.
Pa. Case No. 11-11084) on Feb. 15, 2011.


SEAGATE TECHNOLOGY: Fitch's Affirms 'BB+' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the following ratings on Seagate
Technology plc and its subsidiaries:

Seagate

  -- Issuer Default Rating (IDR) at 'BB+';
  -- Secured first lien credit facility at 'BBB-'.

Seagate HDD Cayman (Seagate HDD)

  -- IDR at 'BB+';
  -- Secured first lien credit facility at 'BBB-';
  -- Senior unsecured debt at 'BB+'.

Seagate Technology International (STI)

  -- IDR at 'BB+';
  -- Secured second lien notes at 'BBB-'.

The Rating Outlook is revised to Positive from Stable.

Approximately $3.2 billion of total debt is affected by Fitch's
action, including the company's undrawn $350 million secured
revolving credit facility.

The Positive Outlook reflects:

  -- Expected moderation in industry risk due to recent
     consolidation activity, which reduced the number of industry
     participants to three from five.

  -- Seagate's long-term supply agreements, product shortages
     (near-line enterprise) and lean channel inventory (retailers
     and distributors) minimize the potential near-term pricing
     impact associated with China's Ministry of Commerce
     requirement that Seagate and Western Digital Corp. (WDC)
     operate their recent acquisitions as independent competitors
     for at least the next 12 and 24 months, respectively.

Seagate's supply agreements cover nearly all of its major
customers, range from one year to three years and represent
approximately 60% of Seagate's total production capacity in
calendar 2012.  Fitch believes renewals of existing LTAs are
unlikely as industry supply gradually normalizes.

  -- Seagate's strong operational execution, particularly new
     product introductions across its portfolio, which resulted in
     15% greater average capacity per drive relative to the
     industry in the March quarter.  The bulk of Seagate's product
     transition is complete, while WDC delayed some deployment of
     newer technology products due to its significant exposure and
     recovery from the Thailand flood.

HDDs based on new technologies have lower unit costs relative to
prior models, thereby enabling Seagate greater pricing flexibility
and higher gross margins than the industry average.

Furthermore, Seagate is the first HDD provider to demonstrate
heat-assisted magnetic recording (HAMR), the next generation of
recording technology that is expected to greatly expand HDD
storage capacity upon its introduction later this decade.  Fitch
expects HAMR technology will, at a minimum, maintain HDDs cost
advantage relative to SSD.

  -- Seagate's well positioned to capitalize on strong growth in
     cloud computing, external storage and Ultrabooks due to its
     strong competitive position in enterprise and branded HDDs,
     and first to market with solid state hybrid drives (SSHs).
     Seagate's second generation SSH shipped in late 2011, while
     WDC's SSH remains under development.

Fitch anticipates the cannibalization of traditional notebooks
equipped with HDDs by Ultrabooks will be offset by growth in
Ultrabooks shipped with SSH, and external and personal cloud
storage as user seeks supplemental storage capacity to offset
significantly smaller capacity SSDs.

SSH provide similar benefits to a SSD with respect to faster boot
and application launch times at a fraction of the cost due to
lower SSD capacity (4GB) but without comprising total storage
capacity due to the HDD.  The cost per GB of PC storage is $2,
$0.17 and $0.12 for SSD, SSH and HDD, respectively.

  -- Management's conservative financial policies.

  -- Improved industry profitability due to a reduction in
     notebook and desktop warranty terms to one year from three
     years.  Fitch estimates this change will yield $90 million -
     $100 million in annual pre-tax cost savings for Seagate.

The ratings continue to reflect the company's:

  -- Solid liquidity supported by $2 billion of cash, the vast
     majority of which is readily accessible without adverse tax
     considerations, generally positive annual free cash flow
     (FCF), an undrawn $350 million senior secured revolving
     credit facility due 2015 and a staggered debt maturity
     schedule.

  -- Broad product portfolio and leading revenue share in the
     enterprise and overall HDD industry.

  -- Significant scale and vertically integrated model, which
     reduce per-unit manufacturing costs.

  -- Strong market position to capture steadily increasing data
     storage requirements for both consumers and enterprise, which
     bodes favorably for longer term HDD unit demand.  IDC
     forecasts HDD industry shipment and revenue CAGR growth rates
     of 9.6% and 8.6%, respectively, from 2011-2016.

Fitch's rating concerns consist of:

  -- Substantial historical volatility in earnings and FCF due to
     cyclical HDD demand and significant fixed costs;

  -- Consistent declines in average selling prices for HDDs, not
     withstanding the effects of the Thailand flood, due to strong
     competition and low switching costs;

  -- Long-term threat of technology substitution from NAND flash-
     based SSDs in notebook PCs or consumer adoption of media
     tablets with flash-based storage in lieu of traditional
     notebooks.  Fitch expects the vast majority of enterprise
     data will continue to be stored on HDDs rather than SSDs due
     to the significant cost per GB differential.

Seagate's Pulsar 400GB single level cell (SLC) SAS enterprise SSD
retails for $8,998, or $22.50 per GB (33x the HDD $/GB), and
Seagate's 400GB multi-level cell (MLC) SATA enterprise SSD for
$3,699, or $9.25 per GB (14x the HDD $/GB).

  -- Event risk associated with implementation of aggressive
     shareholder friendly activities, primarily debt-financed
     share repurchases.

  -- Seagate's ability to sustain a time to market advantage
     critical to achieving market share gains and maintaining
     overall profitability, given formidable competition from
     Western Digital Corp. (WDC).

The ratings may be upgraded in the event of the following:

  -- If the volatility of Seagate's profit margins and FCF in a
     normalized operating environment (post Thailand flood
     effects) materially decline as a result of industry
     consolidation.

  -- If Seagate consistently maintains net leverage below 1.5x.

The ratings may be downgraded in the event of the following:

  -- If Seagate's enterprise market share materially erodes due to
     more formidable competition from WDC following its
     acquisition of Hitachi Global Storage Technologies.

  -- If Ultrabooks with SSD materially cannibalize the traditional
     notebook market, SSHs fail to achieve significant penetration
     in the Ultrabook market and growth in near-line enterprise
     and external HDDs is insufficient to offset the decline in
     notebook HDDs.

  -- If the company pursues more aggressive financial policies,
     such as sizable debt-financed share repurchases.

  -- If the cost per gigabyte differential between enterprise HDD
     and SSD narrows significantly, resulting in greater than
     expected cannibalization of enterprise HDDs, and Seagate's
     enterprise SSD products are uncompetitive.

Total liquidity as of March 30, 2012 was nearly $2.4 billion,
consisting of $2 billion of cash, the vast majority of which is
readily accessible without adverse tax considerations, and an
undrawn $350 million senior secured first lien credit facility due
in 2015.

FCF (post dividends) was $1.1 billion compared with $319 million
in the corresponding year ago period due to supply shortages from
the Thailand flood that significantly inflated average selling
prices (ASPs).  Seagate's ASP increased nearly 20% in the nine
months ended March 30, 2012. Fitch expects Seagate's ASP to
gradually decline as supply recovers, but it's likely to remain
above pre-flood levels through fiscal 2013.  Therefore, Fitch
believes annual FCF for fiscal 2012 and 2013 will exceed
$2 billion.

Obligations under the credit agreement are secured by first-
priority liens granted by Seagate, Seagate HDD and other direct
and indirect material subsidiaries of Seagate located in the U.S.,
the Cayman Islands, Northern Ireland, Singapore and The
Netherlands on substantially all tangible and intangible assets,
subject to certain exceptions.

Financial covenants in the credit agreement consist of a minimum
fixed charge coverage of 1.5x and a maximum net leverage ratio of
1.5x.  In addition, the facility requires minimum liquidity of
$500 million.

As a result of highly favorable industry conditions, leverage
(total debt/operating EBITDA) decreased to 0.9x as of March 30,
2011 from 1.6x in the year-ago period. Total debt at March 30,
2011 was relatively unchanged at $2.9 billion compared with the
prior year.

Interest coverage (operating EBITDA/gross interest expense)
increased to 12.6x in the latest 12 months ended March 30, 2012
compared with 9.4x last year. Fitch anticipates credit metrics
will continue to remain solid, benefiting from growth in EBITDA
supported by inflated ASPs.

Fitch estimates total debt is approximately $2.9 billon,
consisting of:

-- $320 million of 10% senior secured second-priority notes due
    May 2014 (STI);

-- $600 million of 6.8% senior notes due October 2016 (Seagate
    HDD);

-- $750 million of 7.75% senior notes due December 2018 (Seagate
    HDD);

-- $600 million of 6.875% senior notes due May 2020 (Seagate
    HDD);

-- $600 million of 7% senior notes due November 2021.


SEGARS PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Segars Properties, LLC
        1722 N. 1st Street
        Garland, TX 75040

Bankruptcy Case No.: 12-32820

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Vickie L. Driver, Esq.
                  COFFIN & DRIVER, PLLC
                  7557 Rambler Rd., Suite 200
                  Dallas, TX 75231
                  Tel: (214) 377-4848
                  Fax: (214) 377-4858
                  E-mail: vdriver@coffindriverlaw.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 Bart Segars, power of attorney for
Ralph Segars, manager.


SHARPER IMAGE: Objects to Attys' Bid to Up Fees in Gift Card Row
-----------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that TSIC Inc., better
known as Sharper Image, objected Friday to a request for a
Delaware bankruptcy judge to reconsider his fee determination for
attorneys representing a class of customers holding gift cards
purchased before the high-end gadget seller's 2008 bankruptcy.

Law360 relates that Sharper Image protested the March 23 motion by
Krislov & Associates Ltd. and Loizides PA, which asked U.S.
Bankruptcy Judge Kevin Gross to revisit his earlier determination
of legal fees that are due to class counsel for representing the
customers.

                        About Sharper Image

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- was a multi-channel specialty
retailer.  It operated in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The Company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it was also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The Company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D. Del. Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP, serve
as the Company's lead counsel.  Steven K. Kortanek, Esq., and John
H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice, P.L.L.C.,
serve as the Company's local Delaware counsel.

An official committee of unsecured creditors was appointed in the
case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it disclosed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor disclosed $52,962,174 in total assets and
$39,302,455 in total debts.

Sharper Image changed its name to "TSIC, Inc." following the going
out of business sales of its assets by a group consisting of
Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco
Merchant Resources, LLC, and Hilco Consumer Capital, LLC.


SHOREBANK CORP: Liquidating Plan Set for June 13 Confirmation
-------------------------------------------------------------
The ShoreBank Corporation, according to the disclosure statement
dated April 18, 2012, has a Plan of Liquidation that is predicated
on a settlement reached with the Federal Deposit Insurance Corp.
with respect to valuable tax refunds and other issues.  Under the
deal, the FDIC will receive $8.5 million payable out of the
federal income tax refund in complete settlement of all of the
FDIC's claims.

The FDIC deal, according to the Disclosure Statement, provides
assurance that there will be recovery for general unsecured
creditors.  Under the Plan, holders of senior indebtedness
aggregating $12.3 million are expected to recover 83%.  Holders of
$3.90 million in allowed claims are estimated to recover 83%.  As
the subordination provisions in the subordinated indentures
provide that holders of subordinated notes aggregating
$37.6 million won't receive anything unless and until all holders
of senior indebtedness claims are paid in full.   The holders of
subordinated claims have 0% estimated recovery.  Holders of old
equity interests won't receive anything.

As of March 31, 2012, the Debtors had $5.7 million in unrestricted
cash in their bank accounts, plus $10.7 million in a tax escrow
account (which cannot be released until the ownership of certain
tax refunds is resolved either by a final court order or mutual
agreement between SBK and the FDIC), and estimated that they would
net about $4.2 million from the liquidation of long-term assets
over time, the net proceeds of which would be available for
ultimate distribution to creditors.

The Debtor filed an Amended Disclosure Statement dated April 10,
2012, and on April 12, obtained approval of the document and
permission to begin soliciting votes on the Plan.

The Disclosure Statement presented at the April 11 hearing was
again fine-tuned April 18, a copy of which is available for free
at http://bankrupt.com/misc/ShoreBank_DS_Apr16_2012.pdf

The confirmation hearing is scheduled for June 13, 2012, at 10:30
a.m.  Objections are due May 30.  The ballots for accepting or
rejecting the Plan are due May 30, 20120.  The ballot report will
be filed by June 8, 2012.

                      Committee Professionals

The Official Committee of Unsecured Creditors won approval at the
April 11 hearing of an application to retain and employ J.H. Cohn,
nunc pro tunc to March 23, 2012, as its financial advisors.  J.H.
Cohn has agreed to, among other things, analyze and review key
motions to identify strategic case issues, perform a preliminary
assessment of the Debtors' financial condition, and perform an
assessment of the Debtors' wind-down plan.  The firm will charge
the Debtor's estates on an hourly basis in accordance with its
customary rates, subject to a 10% reduction:

     Professional            Position         Hourly Rate
     ------------            --------         -----------
     Clifford A. Zucker      Partner             $670
     Adam Hanover            Director            $550
     Roberta Probber         Manager             $490
     Rosellen Martoken       Staff               $275
     Maria Valle             Paraprofessional    $180

The Committee earlier sought and obtained approval to tap Foley &
Lardner LLP as counsel.

                          About ShoreBank

Organized in 1973 and incorporated under the state of Illinois,
The ShoreBank Corporation was America's first and leading
community development and environmental bank holding company.  SBK
was a registered bank holding company for, among others, its
subsidiary, ShoreBank in Chicago, a state chartered non-member
bank.  The Bank was subject to oversight and regulation by its
primary regulator, the Illinois Department of Financial and
Professional Regulation.

On Aug. 20, 2010, the Bank was closed by the IDFPR, and the
Federal Deposit Insurance Corp. was named receiver.  The FDIC sold
substantially all of the Bank's assets to Urban Partnership Bank.
SBK's principal asset and source of income was its investment in
the Bank.  The Bank Closure has had a significant adverse affect
on SBK's liquidity, capital resources, and financial condition.
On Jan. 9, 2012, SBK and 11 affiliates commenced Chapter 11 cases
(Bankr. N.D. Ill. Lead Case No. 12-00581) to liquidate their
remaining assets and wind down their estates.

The case was initially assigned to Judge Jacqueline P. Cox.  On
Jan. 10, she recused herself and the case was sent to Judge A.
Benjamin Goldgar's chambers.

George Panagakis, Esq., leads a team of lawyers at Skadden, Arps,
Slate, Meagher & Flom LLP, who represent the Debtors.  Garden City
Group Inc. serves as the Debtors' claims agent.  The petition was
signed by George P. Surgeon, president and CEO.


SOLAR TRUST: MMR Claims 50% Stake in Bankrupt Solar Project
-----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that MMR Group Inc.
filed suit Tuesday to stake a claim for half-ownership of Solar
Trust of America LLC's flagship solar power project, alleging the
bankrupt solar developer reneged on a joint venture agreement
between the companies.

Law360 relates that in an adversary suit filed in Delaware
bankruptcy court, MMR claims it partnered with Solar Trust
subsidiary Solar Millennium LLC in the early stages of the
company's Blythe Project, a planned 1,000-megawatt solar power
plant in California.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC has committed to provide a
postpetition secured credit facility and has expressed an interest
in serving as stalking horse purchaser for certain of the Debtors'
assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.  K&L Gates LLP is the special corporate
counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to
12-11206) on April 10, 2012.

Ridgecrest Solar, et al., are affiliates of Solar Trust of America
LLC.  STA Development, LLC, one of the debtors that filed for
bankruptcy April 2, owns 100% of the interests in Ridgecrest, et
al.

Ridgecrest Solar Power estimated up to $50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to $50,000 in assets
and up to $10 million in liabilities.


SOLYNDRA LLC: Has Duff & Phelps and Versatax as Tax Consultants
---------------------------------------------------------------
Solyndra LLC, et al., ask for authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ and retain
Duff & Phelps, LLC, as tax consultant, nunc pro tunc to the
Petition Date, to perform these services:

   i. review of all real and personal property assessments to
      determine potential tax savings opportunities;

  ii. research personal property classifications;

iii. research and review tax bills and relevant property tax law;

  iv. prepare valuation and uniformity analyses supporting the
      Debtors; estimate of fee simple value; and

   v. timely file tax appeals if warranted, and, after
      consultation with the Debtors, negotiate with assessment
      officials regarding the appeals.

The Debtors also filed an application for authorization to employ
and retain Versatax Consulting, Inc., as tax consultant, nunc pro
tunc to the Petition Date.

The Debtors have attempted to segregate the services provided by
Versatax and D&P to avoid duplication of services.  However,
Versatax and D&P will need to collaborate when appropriate (e.g.,
when determining double assessment issues between real and
personal property classifications).  The Debtors believe that a
collaborative effort between Versatax and D&P will yield the
greatest benefit to the estates and despite any possible
duplication of efforts, the Debtors believe that it is in the
bests interests of the Debtors, their estates and creditors, and
all parties in interest, to retain Versatax and D&P.

The Debtors will pay D&P a contingency fee of 13.75% of the tax
savings realized after subtracting the out-of-pocket expenses
incurred by the Debtor to obtain the savings, while Versatax will
be paid a contingency fee of 11.25%.

Robert Herman, Managing Director of D&P, attests to the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.


SOLYNDRA LLC: Asks for Court OK to Hire Red Chalk as IP Broker
--------------------------------------------------------------
Solyndra LLC, et al., seek permission from the U.S. Bankruptcy
Court to retain and employ Red Chalk Group, LLC, as intellectual
property broker to the Debtor for the purpose of marketing,
selling and licensing the Debtor's intellectual property rights.

Red Chalk will:

           i. contact prospective buyers, licensees, and licensing
              entities with the intent of generating an offer for
              purchase, license, transfer, and legal
              representation of all or any part of the IP;

          ii. will, upon acceptance of an offer that intends to
              provide future ongoing payments to the Debtor,
              oversee the licensing entity's licensing or
              assertion activities, and continue to act as the
              Debtor's agent to promote the Debtor's interests in
              any licensing or assertion activities by the
              licensing entity, involving the IP;

         iii. be responsible for its own costs related to
              performance of its obligations under the engagement
              agreement; and

          iv. will, upon the expiration or termination of the
              engagement agreement, promptly provide Debtor with
              the names of all parties contacted or solicited by
              Red Chalk for the IP, including the purchase price
              amounts set forth in any expressions of interests or
              bids received by Red Chalk with respect to the IP.

The Debtor proposes to pay Red Chalk a transaction fee to market
the IP for sale and license.  Pursuant to the engagement
agreement, the transaction fee will be 18% of the Debtor's receipt
of any cash proceeds from an accepted offer that is approved by
the Court, including 18% of any future ongoing cash payments
received by the Debtors.  The engagement agreement terminates on
the earlier of (i) Oct. 31, 2012 or (ii) until the engagement
agreement is expressly terminated in writing by either party.  The
term of the engagement agreement may be extended for an additional
six months by mutual written agreement.

If Debtor terminates the agreement before the expiration of the
term, and Red Chalk has otherwise timely performed all of its
obligations and fulfilled all of its responsibilities under the
engagement agreement, then Red Chalk will invoice Debtor an amount
equal to Red Chalk's time and reasonable expenses up to the
cancellation date for the services expended in pursuit of the
patent sale and license.  The cancellation payment will be paid by
Debtor within a period of 30 days after approval by the Court,
provided however, that the cancellation payment will in no event
exceed $25,000 in the aggregate.

John Koepke, founding partner of Red Chalk, attests to the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.


SP NEWSPRINT: Aims to Keep Control Over its Sale Process
--------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that SP
Newsprint Holdings LLC is seeking to keep control over its Chapter
11 case for another 90 days as it works to sell its assets.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


STEREOTAXIS INC: Obtains Extension of Loan Maturity Until May 15
----------------------------------------------------------------
Stereotaxis, Inc., and a wholly-owned subsidiary entered into a
Second Loan Modification and Waiver Agreement (Domestic) with
Silicon Valley Bank, amending the terms of that certain Second
Amended and Restated Loan and Security Agreement (Domestic) dated
Nov. 30, 2011, to extend the maturity of the revolving line of
credit under the Amended Loan Agreement from April 30, 2012, to
May 15, 2012.

On May 1, 2012, the Company and the Subsidiary also entered into
an Export-Import Bank Second Loan Modification and Waiver
Agreement with the Bank to extend the maturity date of the
revolving line of credit under that certain Amended and Restated
Export-Import Bank Loan and Security Agreement dated Nov. 30,
2011, from April 30, 2012, to May 15, 2012.

In addition, the Bank waived the defaults for failure to comply
with the minimum liquidity ratio financial covenant under the
Amended Loan Agreement and the Amended Ex-Im Agreement solely for
the compliance period ended April 30, 2012.

The parties entered into the Silicon Valley Bank extensions in
order to permit the Company additional time to complete its
negotiations to strengthen the Company's capital position,
including securing a further extension of Silicon Valley Bank
agreements and completion of additional capital transactions.

Also on May 1, 2012, in conjunction with the Silicon Valley Bank
extension, the Company entered into a further amendment to the
Note and Warrant Purchase Agreement effective as of Feb. 7, 2008,
as amended, with Alafi Capital Company LLC and certain affiliates
of Sanderling Venture Partners to further extend the Lenders'
obligation to provide $10 million in either direct loans to the
Company or loan guarantees to the Company's primary bank lender
through May 15, 2012, unless terminated earlier under some
circumstances.  The Company granted to the Lenders warrants to
purchase an aggregate of 609,756 shares of Common Stock in
exchange for their extension.  The Extension Warrants are
exercisable at $0.41 per share.

The Lenders are affiliates of Christopher Alafi and Fred A.
Middleton, respectively, each of whom is a member of the Company's
Board of Directors.

As of April 30, 2012, the outstanding principal balance under the
Amended Loan Agreement and the Amended Ex-Im Agreement was
approximately $18.7 million.

While management continues to believe that its plans for
recapitalization of the Company and further extension of all or a
portion of its Silicon Valley Bank loans will be completed
successfully, there can be no assurance that the Company will be
able to finalize that recapitalization, or that such
recapitalization will enable the Company to execute its current
business plan.  In connection with the foregoing, the Company also
received a waiver of any cross-defaults under the Company's loan
agreement with Cowen Healthcare Royalty Partners II, L.P.  The
outstanding principal under the facility with Cowen is currently
$15 million, which the Company is obligated to repay through, and
which is secured by, royalties payable to the Company under its
alliance agreement with Biosense Webster, Inc.

A copy of the Second Loan Modification and Waiver Agreement is
available for free at http://is.gd/krBz6G

A copy of the Export-Import Bank Loan Modification Agreement is
available for free at http://is.gd/EVgc3c

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $39.9 million
in total assets, $58.7 million in total liabilities, and a
stockholders' deficit of $18.8 million.


SUNG MO KIM: Can Use Virginia Plaza Revenues Through May 16
-----------------------------------------------------------
Sung Mo Kim and Young Ok Kim obtained an interim Court order
authorizing them to use cash and rental income from the Virginia
Plaza, which consistute cash collateral of their secured lender,
to pay for expenses while in bankruptcy through May 16, 2012.

The lender, U.S. Bank National Association, consented to the use
of its cash collateral in accordance with a 30-day budget.  U.S.
Bank is the successor in interest to Bank of America, National
Association, as successor by merger to LaSalle Bank National
Association, as trustee for the Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2006-TOP21.

A subsequent hearing on the Cash Collateral use will be held on
May 16, at 9:00 a.m., prevailing Central time.  Any party that has
an objection to the Debtors' use of cash collateral must file an
objection by May 14.

On or before May 15, 2012 -- and if the Interim Order is extended,
on or before the 15th day of each subsequent month -- the Debtors
are to pay to the Lender (a) $984 as adequate protection of the
Lender's interest in the Collateral; (b) $3,164 to fund a reserve
for ad valorem taxes; and (c) $295 to fund a reserve for property
insurance.

A copy of the Court's April 30, 2012 Order is available at
http://is.gd/m5g583from Leagle.com.

Sung Mo Kim and Young Ok Kim, dba Virginia Plaza, filed for
Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 12-32510) on
April 21, 2012.  Bankruptcy Judge Barbara J. Houser presides over
the case.

Proposed Counsel for the Debtors is:

          Patrick Wright, Esq.
          10888 Shady Tr
          Dallas, TX 75220
          Tel: 214-745-1080
          Fax: 214-745-1140
          E-mail: patrick@wrightfirm.com

Counsel to lender U.S. Bank is:

          Richard H. London, Esq.
          PERKINS COIE LLP
          2001 Ross Avenue, Suite 4225
          Dallas, TX 75201
          Tel: 214-965-7702
          Fax: 214-965-7752
          E-mail: RLondon@perkinscoie.com


TODD MCFARLANE: Emerges From Bankruptcy Protection
--------------------------------------------------
Comic Book Resources, citing court documents, reports that Todd
McFarlane Productions has emerged from bankruptcy after more than
seven years, having paid more than $2.2 million to creditors.

According to the report, $1.1 million was part of McFarlane's
settlement with Neil Gaiman, which brought to a close the decade-
long legal battle over the rights to Medieval Spawn, the heavenly
warrior Angela and other characters.  The report notes it's
unknown how much of that disbursement was eaten up by legal fees
and how much actually went to Mr. Gaiman, who has publicly stated
he gives money won in the proceedings to charity.

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Josefina F. McEvoy, Esq., and Kelly Singer, Esq., at Squire
Sanders & Dempsey, LLP, represent the Debtor in its restructuring
efforts.  No official committee of unsecured creditors was
appointed in the Debtor's case.  When the Company filed for
protection from its creditors, it estimated more than $10 million
in assets and more than $50 million in debts.


US FIDELIS: Committee Files Liquidating Chapter 11 Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee for US Fidelis Inc. filed a
liquidating Chapter 11 plan this week that would set up a fund
paying $14.1 million in restitution to the company's customers.
For trade creditors with at least $12.4 million in approved
claims, there will be a separate liquidating trust.  The
explanatory disclosure statement shows that trade suppliers should
recover between 24% and 32%.  Secured creditor Mepco Finance Corp.
will receive $4.8 million cash plus other property, along with
releases.  The plan is based in part on a global settlement that
includes Mepco and states' attorneys general. The settlement was
reached after a two-day mediation.  There will be a hearing in
June 5 for approval of the disclosure statement.

                        About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., advise the Debtor.  GCG, Inc., is the
consumer claims and noticing agent.

Allison E. Graves, Esq., Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.

The Company scheduled assets of $74.4 million and liabilities of
$25.8 million as of the petition date.


VICKERY CREEK: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Vickery Creek Properties, LLC
        115 Vickery Street
        Roswell, GA 30075

Bankruptcy Case No.: 12-61290

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Kevin J. Cowart, Esq.
                  THE COWART LAW FIRM, P.C., Suite 200
                  311 North Main St.
                  Madison, GA 30650
                  Tel: (706) 431-2450
                  Fax: (404) 506-9744
                  E-mail: kevinjcowart@gmail.com

Scheduled Assets: $1,296,800

Scheduled Liabilities: $1,736,166

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/ganb12-61290.pdf

The petition was signed by Jonathan D. Golden, CEO.


VIRGIL LAROSA: 4th Cir. Flips Ruling in Fraudulent Transfer Suit
----------------------------------------------------------------
The U.S. Court of Appeals for the Fourth Circuit, in a 2-1 vote,
reversed the district court's determination that Joseph LaRosa and
Dominick LaRosa's West Virginia Uniform Fraudulent Transfer Act
claim based on a corporation's drawdown on its line of credit and
purchase of annuities was not time-barred.  The Fourth Circuit
also vacated the district court's denial of the LaRosas' Rule
59(e) motion, and remanded the case to the district court for
further proceedings.

Brothers Joseph LaRosa and Dominick LaRosa made a loan in 1982 to
their cousin Virgil B. LaRosa and his wife Joan LaRosa for
$800,000.  Debtor Virgil B. was the sole shareholder of Cheyenne
Sales Company, Incorporated until his death in 2006, at which time
Debtor Joan LaRosa became the sole owner of Cheyenne, which is not
a party in the lawsuit.  The Debtors never made a payment on the
loan, and on Nov. 3, 1994, the Creditors obtained a judgment
against them for $2,844,612 plus $10,000 in attorneys' fees.

On Nov. 19, 2003, the Debtors filed for a Chapter 11 bankruptcy.
Three reorganization plans filed by the Debtors in their
bankruptcy proceedings proposed that Cheyenne's operations would
allow the Debtors' estate to make payments of $7,000 per month for
60 months to repay the Debtors' obligation to the Creditors.

None of the plans were confirmed, and the bankruptcy case was
converted to a Chapter 7 bankruptcy.

After a series of disputes about the finality of the Creditors'
judgment against the Debtors -- settled by the Court's per curiam
opinion LaRosa v. LaRosa, 108 F. App'x 113 (4th Cir. 2004) -- the
Creditors tried to collect on the judgment by indexing it in
counties in West Virginia where the Debtors owned real property.
Around that time, however, the Debtors initiated a series of
transactions that fraudulently put their assets beyond the reach
of the Creditors.  The Debtors used Cheyenne to funnel some of
their assets toward Virgil D. LaRosa and Sandra LaRosa.

Transferee Virgil D. is the son of the Debtors and the sole
shareholder of Regal Coal Company, Inc., though the company is not
a party to the litigation because the claims against it have been
severed due to a bankruptcy stay.

The Creditors sued the Transferees in the Northern District of
West Virginia on June 12, 2007, to recover the alleged
fraudulently transferred assets.  After extensive discovery, a
bench trial occurred in mid-2009.  The parties filed proposed
findings of law and fact and written closing arguments.  At that
time, the Creditors settled with the non-party defendants, and the
parties filed supplemental proposed findings of fact and law.

On Sept. 15, 2010, the district court issued its memorandum
opinion, finding that the Transferees engaged in a series of
intentionally fraudulent transfers designed to hinder, delay, and
defraud the Creditors' efforts to collect on their judgment
against the Debtors -- violations of the WVUFTA.  The district
court found that "Cheyenne [was] operated as a conduit through
which a portion of debtor's wealth is passed on its way to
defendants or others."  There were three types of transfers
alleged to be violations of the WVUFTA, and the district court
found all three types were indeed violations.  The court ordered
judgment against the Transferees for $1,191,609 but attached the
Transferees' property worth $6,799,161.  The amount of the
attachment was the amount owed to the Creditors by the Debtors
after including interest.

The judgment in the amount of $1,191,609 is based on two
categories of transfers.  The first is based on a $491,609
transfer from Virgil B. LaRosa to Cheyenne, which eventually found
its way to the Transferees.  Virgil B. LaRosa's transfer occurred
a few weeks after the Creditors began to execute judgment against
the Debtors.  This transfer is not disputed on appeal.  The second
transfer was Cheyenne's purchase of annuities, the accounts of
which were used for the benefit of Virgil D. LaRosa and Regal,
using $700,000 obtained from Cheyenne's line of credit that
encumbered Debtors' securities.  The transfers total the judgment
awarded: $1,191,609.

The district court also found that the third category of transfers
-- a series of business dealings between Cheyenne and Regal --
likewise constituted violations of the WVUFTA.  The district court
did not award an increased judgment consistent with that finding.
This failure to assign a value to the Cheyenne-Regal transfers
forms the basis of the Creditors' appeal.

Both parties filed Rule 59(e) motions.  The Creditors requested a
judgment worth $6,799,161, and the Transferees requested a
reduction of the attachment to the amount of the judgment --
$1,191,609.  The court agreed with the Transferees and reduced the
amount of the attachment accordingly.

The appeal and cross-appeal followed.

The Transferees' contention on cross-appeal is that there can be
no liability stemming from Cheyenne's annuities purchase based on
Cheyenne's $700,000 drawdown of its credit line.  They argue that
because Virgil B. LaRosa's pledge of securities that served as
guaranty of the line of credit occurred more than four years
before the Creditors filed the action, the claim is time-barred by
the WVUFTA.

The Fourth Circuit reviewed de novo the construction and
application of the statute of repose.  Because the language and
history of the statute of repose make clear that it runs from the
date of the security pledge, the Fourth Circuit reversed the
district court and held that the Creditors' WVUFTA claim on the
line of credit was time-barred.

The Fourth Circuit meanwhile vacated and remanded the district
court's denial of the Rule 59(e) motion for two reasons.  First,
Fourth Circuit held that it was an abuse of discretion for the
district court to find the transfers violated the WVUFTA but
refuse to assign an award to the Creditors in the amount
fraudulently transferred.  Fourth Circuit remanded so that the
district court may engage in further fact-finding to determine the
amount of the award owed to the Creditors.  Second, assuming the
district court maintains its finding that the Cheyenne-Regal
transfers violated the WVUFTA, Fourth Circuit remanded in order
for the district court to make specific findings as to which
property of the Debtors was transferred that brought the Cheyenne-
Regal transactions within the reach of the WVUFTA.

Circuit Judges Roger Gregory, who wrote the opinion, and Henry
Franklin Floyd voted to reverse the ruling.  Judge Paul V.
Niemeyer dissented, saying the district court analyzed the statute
of repose correctly.  Judge Niemeyer said the majority focused on
the wrong transaction and thus has applied the statute of repose
in a manner that could bar causes of action for fraudulent
transfers under West Virginia's Uniform Fraudulent Transfers Act
even before the fraudulent transfers had been made.

"While it is true that Virgil B. LaRosa created a line of credit
for Cheyenne Sales Company with its bank in 2001, pledging his
stock to secure the line, the line of credit was like a bank
account on which Cheyenne could in the future draw as needed.
There is no suggestion in the record, or by counsel, that in
creating this line of credit, LaRosa acted with any fraudulent
intent or purpose. The line of credit was simply a standing source
of funds on which Cheyenne could thereafter draw for any purpose,
legitimate or illegitimate," Judge Niemeyer explained.

"The fraudulent transfer at issue in this case took place in 2003
when LaRosa ordered the bank to pay Cheyenne $700,000 from its
line of credit for the purpose of avoiding creditors' efforts to
seize his pledged stock. The effect of this payment to Cheyenne
was a sale of the stock for $700,000 to place it beyond the reach
of creditors. And it was this 2003 transaction that the district
court found was fraudulent, in violation of West Virginia's
Uniform Fraudulent Transfers Act, W. Va. Code Sec. 40-1A-4(a), not
the 2001 transaction that created the line of credit."

The appellate case is, JOSEPH LaROSA; DOMINICK LaROSA, Plaintiffs-
Appellants, v. VIRGIL D. LaROSA; SANDRA LaROSA, Defendants-
Appellees, and ANDREA PECORA, a/k/a Andrea Fucillo; JENNIFER
LaROSA WARD; CHRIS WARD; CHEYENNE SALES COMPANY, INCORPORATED,
Defendants, JOAN LaROSA, individually and as the Executrix of the
Estate of Virgil B. LaRosa, Party-in-Interest; and JOSEPH LaROSA;
DOMINICK LaROSA, Plaintiffs-Appellees, v. VIRGIL D. LaROSA; SANDRA
LaROSA, Defendants-Appellants, and CHEYENNE SALES COMPANY,
INCORPORATED; ANDREA PECORA, a/k/a Andrea Fucillo; JENNIFER LaROSA
WARD; CHRIS WARD, Defendants, JOAN LaROSA, individually and as the
Executrix of the Estate of Virgil B. LaRosa, Party-in-Interest,
Nos. 11-1234, 11-1306 (4th Cir.).

A copy of the Fourth Circuit's April 30, 2012 opinion is available
at http://is.gd/sTDXmXfrom Leagle.com.


WARREN KARCH: Sibling Lawsuit Goes to Trial
-------------------------------------------
The lawsuit, Linda Jantz, Peggy Wessels, and Barbara Thornton,
Plaintiffs, v. Warren E. Karch, Defendant, Adv. Proc. No. 11-1604
(Bankr. D. Colo.), will proceed to trial after Bankruptcy Judge
Michael E. Romero denied the Plaintiffs' Motion for Summary
Judgment pursuant to an April 30, 2012 Order available at
http://is.gd/VOylJpfrom Leagle.com.

Warren E. Karch was appointed to serve as the Personal
Representative in the estate of Harvey P. Karch, the father of the
Plaintiffs and the Defendant.  Linda Jantz filed a petition to
remove the Defendant as personal representative on May 14, 2010,
in the Montana Thirteenth Judicial Court, Yellowstone County.  The
lawsuit was commenced over the unequal distribution of estate
funds.

Warren E. Karch and Elizabeth M. Karch are debtors in Chapter 11
proceedings (Bankr. D. Colo. Case No. 11-20274) commenced in 2011.


WELLS FRAMING: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Wells Framing Contractors, Inc.
        dba Pyramid Homes
        1908 Everman Pkwy.
        Fort Worth, TX 76140

Bankruptcy Case No.: 12-42551

Chapter 11 Petition Date: April 30, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Julie Pettit, Esq.
                  HENLEY AND HENLEY, PC
                  3300 Oak Lawn Ave., Ste. 700
                  Dallas, TX 75219
                  Tel: (214) 845-7515
                  Fax: (214) 821-0124
                  E-mail: jrice@henleylawpc.com

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

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

A copy of the Company's list of its eight largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/txnb12-42551.pdf

The petition was signed by David J. Wells, president.


WSG CHARLOTTESVILLE: Bankruptcy Filing Stays Foreclosure Auction
----------------------------------------------------------------
Nate Delesline at the Daily Progress reports a last-minute
bankruptcy filing made by WSG Charlottesville postponed the
planned foreclosure auction sale of the Charlottesville Center, a
small Albemarle County, Va., shopping center drawn into a Florida-
based Ponzi scheme.  The Charlottesville Center, located on U.S.
29 near Rio Road, was set to go to auction on the county
courthouse steps at 11:30 a.m. on May 1, 2012.  The bankruptcy
petition was filed in bankruptcy court in Alexandria, Va., 20
minutes before the auction was set to begin.  The report says
about six prospective bidders who showed up for the sale were
turned away.

"[Bankruptcy] had always been a possibility . . . but it's
disappointing and adds to the expense of the whole proposition,"
Stuart Simon, Esq., a Richmond-based attorney and trustee for the
lender, said at the courthouse, according to the report.  "This
borrowers group has had another property up in Loudoun County and
they filed for bankruptcy just prior to that sale, as well."

The report also notes Matthew Rash, Esq., a Richmond-based
attorney representing the special servicer of the loan, said WSG
Charlottesville was within their rights to declare bankruptcy
immediately before auction.

WSG Charlottesville is owned by Florida residents Eric D. and
Jennifer L. Sheppard.  The Daily Progress reports WSG
Charlottesville has roughly $19,000 in unsecured claims.  The
report notes the Albemarle and Loudoun properties are part of a
forced bankruptcy in Florida in which the Sheppards are accused of
benefiting from money lent to Capitol Investments USA, a company
created by convicted Ponzi schemer Nevin Shapiro.


* Moody's Says US Commercial Real Estate Markets Growing Slowly
---------------------------------------------------------------
Slow growth of the US economy is translating into slow growth for
the commercial real estate property markets, according to Moody's
Q1 2012 US CMBS and CRE CDO Surveillance Review.

"We expect modest growth in 2012 in the commercial real estate
markets, with a rise in investment activity and lending and
stability in the market performance of the core property types,"
says Moody's Managing Director Michael Gerdes. "The US economy is
slowly adding jobs despite uncertainty about the European debt
situation and employment, and real estate values are moving in a
positive direction."

Moody's Gerdes notes that with the exception of retail, all of the
core property types had rental growth in fourth-quarter 2011.

The retail property market is still facing a bumpy road despite
some signs of improvement, says Moody's.

"We expect the retail sector to improve in 2012 as unemployment
rates decline and wage growth resumes, which should lead to
improvement in the retail property sector," says Mr. Gerdes.

Employment reports are positive but slow, which bodes well for the
office property market, although a recovery will take time. The
overall office vacancy rate remains at 16%. Urban central business
districts continue to outperform the suburban markets.

The office market will continue to recover slowly, in line with
improvements in employment and in the US economy, says Moody's.

In contrast, the hotel market has been performing strongly. Supply
remains essentially the same, but demand has been strong for all
segments except for midscale hotels.

"We expect the lodging sector's RevPAR to continue to improve and
finish the year at a rate of 5%, which we last saw in 2010," says
Gerdes.

Demand for multifamily continues to rise, with occupancy at 95%.
Effective rents, which rose 4.9% in 2011, are now above their pre-
recession highs. Completions have been slow, but are expected to
outpace absorption for the first time since 2009 dampening further
significant occupancy and rent gains.

Moody's expects the multifamily sector to be stable, with
sustainable growth.

Moody's quarterly US CMBS and CRE CDO Surveillance Review reports
on recent rating actions, surveillance statistics, and topics of
interest in the commercial real estate sector from a monitoring
perspective, and is available at:

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF282798.

  
* Moody's Says Increased NJ Guarantee Use Can Add to Credit Risk
----------------------------------------------------------------
It has become increasingly common for New Jersey local governments
to guarantee the debt of other entities, sometimes exposing the
municipalities to additional credit risk, says Moody's Investors
Service in a new report.

"The use of guarantees has proliferated against a backdrop of
constricted credit markets, reduced availability of bond
insurance, and weakened credit fundamentals of many private-sector
entities seeking additional security for their debt," said Moody's
AVP-Analyst Josellyn Yousef, author of the report, "General
Obligation Guarantees by New Jersey Local Governments Can Detract
from Their Credit Quality: An Analysis of the Strength and
Structure of Debt Guarantees ."

New Jersey local governments that pledged their full faith and
credit to guarantee the general obligation debt of enterprises and
other municipalities was 7.9% of all Moody's-rated New Jersey
local government issuance in 2008. In 2011, the issuance of
guaranteed debt increased to 28.5% of that issuance.

"Guaranteed bonds finance many different types of projects such as
water and sewer utilities, solar power systems, and mixed-use
redevelopment projects," said Yousef. "The effect of the guarantee
structure is to substitute the primary obligor's credit rating
with the generally higher rating of the municipality that serves
as guarantor."

The Moody's report outlines how municipalities that guarantee the
general obligation or GO debt of an enterprise or of another
municipality are exposed to additional credit risk through
contingent liabilities, and explains how the rating agency
analyzes the associated risks.

"In our view, nonpayment of guaranteed bonds is equivalent to a
default on a municipality's own general obligation bonds," said
Yousef. "In some cases, a guarantee on debt of an encumbered
enterprise has precipitated material credit deterioration that led
to rating downgrades of the municipalities acting as guarantors."

This was the outcome for the Borough of Collingswood, NJ and City
of Salem, NJ, whose case studies are included in the report.

"We also outline the structure of a typical bond guarantee
arrangement, including key participants and flow of funds, and the
factors that we assess before assigning the guarantor's rating to
the debt," said Yousef. "These include the strength of the general
obligation pledge, lead time for debt service payments, and size
of debt service reserve funds."


* Junk Companies' Liquidity Improves in First Quarter
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Moody's Investors Service said credit quality of
junk-rated companies with the weakest liquidity began improving in
April.

The percentage of junk-rated companies with the weakest liquidity
declined in April to 3.9% from 4.2% in March, Moody's said in its
May 1 report. April's percentage ties the all-time record low of
3.9% set in June through August, 2011.

The ratio of liquidity upgrades to downgrades also indicates a
turning point in the first quarter.  After seven straight months
in which liquidity downgrades exceeded upgrades, March was a
turnaround with more upgrades.  In April liquidity upgrades and
downgrades were equal at six each.

Moody's said that improving liquidity among the lowest-rated junk
companies is the result of "receptive credit market that are
allowing issuers to refinance maturities and amend covenants."

March 2009 had the record-worst liquidity-stress index for junk
companies at 20.9%.


* April Commercial Bankruptcy Filings Drop 25% From 2011
--------------------------------------------------------
Total bankruptcy filings in the United States for April 2012
decreased 16% compared to the previous year, according to data
provided by Epiq Systems, Inc.  April bankruptcy filings totaled
108,865, down from the 129,815 filings registered in April 2011.
Total commercial filings for April 2012 were 5,132, representing a
25% decrease from the 6,868 filings during the same period in
2011. The 103,733 total noncommercial filings for April
represented a 16% drop from the April 2011 noncommercial filing
total of 122,947.

"Families and business continue to cut costs to improve their
financial stability," said American Bankruptcy Institute
Executive Director Samuel J. Gerdano. "As consumers and business
remain committed to bolstering their balance sheets, bankruptcy
filing rates will continue to decrease.:

The April total bankruptcy filings also decreased 11% from the
March total of 122,155. Commercial filings dropped 9% in April
from the March total of 5,668, and noncommercial filings dropped
11% from the March total of 116,487.

Changes to total commercial chapter 11 filings also decreased in
April. Overall, the April total commercial chapter 11 filing total
of 657 represented an 18% decrease over April 2011's total of 800
and a decrease of 3% from the March 2012 total of 680.

The average nationwide per capita bankruptcy-filing rate for the
first four calendar months of 2012 (Jan. 1-April 30) increased to
4.10 (total filings per 1,000 per population) from the 4.06 rate
for the first three months of the year, and the average total
filings per day in April 2012 registered 3,629, a 16% decrease
from the 4,327 total filings in April 2011.  States with the
highest per capita filing rate through the first four months of
2012 were:

     1. Nevada (7.04)
     2. Tennessee (7.04)
     3. Georgia (6.62)
     4. Utah (6.02)
     5. Alabama (5.84)

ABI has partnered with Epiq Systems, Inc. to provide the most
current bankruptcy filing data for analysts, researchers and
members of the news media.  Epiq Systems provides managed
technology for the global legal profession.


* Newly Launched Bankruptcy Boutique to Specialize In Ch. 7
-----------------------------------------------------------
Two seasoned bankruptcy attorneys on Wednesday announced the
launch of McDonnell Crowley LLC.

According to the Web site, McDonnell Crowley is a boutique
bankruptcy law firm built around the desire to provide
sophisticated legal expertise at a personalized and accessible
means.  The team's resources and experience have helped a wide
range of clients successfully navigate the complex bankruptcy
environment.

Attorney and Chapter 7 panel trustee Jack M. McDonnell and
attorney Brian T. Crowley formed the firm.

Based in New Jersey, McDonnell Crowley's practice concentrates on
providing legal counsel to Chapter 7 Panel Trustees, handling both
liquidations and reorganizations, as well as representing secured
and unsecured creditors, and individuals and corporate entities
who are seeking the fresh start offered through the bankruptcy
process.  The firm provides representation to individuals and
businesses facing litigation, specifically for preferential or
fraudulent transfers.

Members of McDonnell Crowley are well-known and proven in their
field.  The team includes a Chapter 7 Panel Trustee, and a former
Law Clerk to prominent Federal Bankruptcy Judges, who went on to
work with top national and global law firms.  All have earned a
LL.M. degree in Bankruptcy Law, and have been speakers or
panelists at bankruptcy and distressed investing seminars and have
published articles on various bankruptcy and restructuring topics
and issues.

John M. McDonnell has been practicing law for more than 20 years
and concentrates his practice in the areas of Chapter 7
bankruptcy, bankruptcy litigation, and debtor/creditor rights.

Brian T. Crowley is a skilled bankruptcy attorney with a strong
practice in all aspects of bankruptcy law including, law
clerkships with some of the most revered Bankruptcy Judges in the
country, and extensive bankruptcy training at some of the nations
top law firms.

The firm may be reached at:

         McDONNELL CROWLEY LLC
         115 Maple Avenue, Suite 201
         Red Bank, New Jersey 07701
         Tel: (732) 383-7233
         Fax: (732) 383-7531
         E-mail: jmcdonnell@mcdonnellcrowley.com
                 bcrowley@mcdonnellcrowley.com


* BOOK REVIEW: Fraudulent Conveyances
-------------------------------------
Author: Orlando F. Bump
Publisher: Beard Books, Washington, D.C. 2000 (reprint of book
first published in 1872 by Orlando F. Bump)
657 pages
$34.95 trade paper
ISBN 1-893122-78-6

The book is a legal classic for adding American law on fraudulent
conveyances up to the 1870s when it first appeared to English law
going back much further; which in turn grew out of Roman law.
Bump's first chapter on the history of such law will be of
interest to readers looking for this perspective; though the
large bulk of the content is a meticulous, lawyerly organization
and expounding of the many facets of the law on fraudulent
conveyances as this has formed over centuries.

As Bump notes, this area of law has a larger number of "opposing
authorities . . . than can be found in any other branch of the
law."  In order to keep the treatment as simple as possible while
still being true to its many facets and opposing authorities and
relevant to legal practice of readers for whom it is intended,
the author takes fraudulent conveyances as a part of common law.
"This work simply considers the subject as it was at common law
with the remedies afforded by the common law."  Bump's treatment
thus does not go into criminal law or law with reference to
statutes.  Though statutes regarding fraudulent conveyances have
been passed in each state, these statutes have basically copied
Elizabethan Anglo-Saxon law and have "always been considered as
merely declaratory of the common law."  Since there is thus no
wide or radical difference between common law and state statutes
concerning fraudulent conveyance, nearly all of Bump's work bears
as well on law associated with the statutes.  He brings this up
in the work's Preface so readers will understand the framework by
which he treats the subject.  In the regular text, Bump does not
take up state fraudulent conveyance statutes except where ones
vary from the common law "to warn the practitioner [reader] that
the text is not applicable to his particular State."  The author
does not however discuss grounds for this variance between a
state's statutes and common law.

Bump begins the voluminous study with definitions at the
foundation of fraudulent conveyance.  Fraudulent conveyances are
all transfers made "to the end, purpose, and intent to delay,
hinder, or defraud creditors."  Whether a conveyance to a
creditor is fraudulent is determined by the three "points" (as
the author calls them) of intent, the consideration, and the bona
fides of the transfer.  Consideration generally refers to the
right of the debtor to use certain property or other assets to
settle a debt.  Bona fide means that the debtor was not given the
property, loan, etc., fraudulently by the creditor.

From the basics of the definitions, Bump moves on to the many
facets of this area of law dealing with circumstances in all
types of human relationships.  Not only business dealings, but
transactions establishing a debtor-creditor relationship between
members of a family, neighbors, governments, and just about any
two legally recognized parties are covered by the law of
fraudulent conveyances.  Subsequent creditors, ambiguous
contracts, and determining the value of property to pay debts are
all factors bringing complications to such law which Bump
systematically takes up.

Though the book was written in the mid latter 1800s, since the
basics of the law of fraudulent conveyances have not changed much
since then--or from when such law was formulated for that matter
-- Bump's work remains relevant and educating for anyone from
lawyers to businesspersons to lay persons interested in the
topic.  A detailed index running close to 50 pages takes readers
to specific topics of this involved legal subject.



                             *********

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-
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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