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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, June 1, 2012, Vol. 16, No. 151

                            Headlines

ALIX MERGER: Moody's Affirms 'B1' Corp. Family Rating
ARCTIC GLACIER: Has $26.7 Million 1st Quarter Net Loss
AURA SYSTEMS: Incurs $14.2 Million Net Loss in Fiscal 2012
B+H OCEAN CARRIERS: Files for Chapter 11 in Manhattan
BEARINGPOINT INC: Circuit Court Allows Suit vs. Execs. to Proceed

BERNARD L. MADOFF: Insurer Must Face Claims in Bankruptcy Court
BLUE RAVEN: Files for Chapter 11 to Sell Asses to Ridge Capital
BOSTON HANNAH: Publisher Files for Chapter 7 Bankruptcy
BUNGE LIMITED: Fitch Affirms Rating on Preference Shares at 'BB+'
BURLINGTON COAT: Fitch Withdraws Rating for Business Reasons

CALPINE CORP: Fitch Affirms Low-B Ratings With Positive Outlook
CARROLS RESTAURANT: Moody's Says Note Increase Credit Negative
CHRIST HOSPITAL: Sues to Delay Emergency Care Provider Pullout
COLUMBUS COUNTRY CLUB: Prepares to File Second Exit Plan
DAVID CUTLER: Pa. Revenue Dept Has June 11 Deadline to Answer Suit

DAYBREAK OIL: Incurs $1.4 Million Net Loss in Fiscal 2012
DELPHI CORP: DPH Seeks Plan Injunction on Antitrust Actions
DELPHI CORP: Retirees React to VP Biden's Pension Comments
DELPHI CORP: Bid for Disability Benefits Denied on Technicality
DELPHI CORP: Ontario Specialty Files Late Admin. Claim

DELTA AIR: Moody's Keeps 'B2' Corp. Family Rating; Outlook Stable
DEWEY & LEBOEUF: Has Two Official Committees
DLR KREDIT: Moody's Downgrades Issuer Rating to 'Ba1'
DYNASTY DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
DYNEGY HOLDINGS: Young Conaway Represents Independent Manager

DYNEGY HOLDINGS: Investor Sues Over $1.7-Bil. Asset Sale
DYNEGY HOLDINGS: Case Shows Value of Covenants, Says Fitch
DYNEGY INC: Has $21 Million Operating Loss in First Quarter
ELEPHANT TALK: Files Form S-3; Registers $75 Million Securities
FAYETTEVILLE-FLOYD: Bankruptcy Stays Trenthem Lawsuit

GATEWAY CENTER: To Surrender Property to Mortgage Noteholder
GAVILON GROUP: Moody's Reviews Ba3 Corp Family Rating for Upgrade
GOSPEL RESCUE MINISTRIES: Files for Chapter 11 in Washington D.C.
GRACE HOLDINGS: Case Summary & 6 Largest Unsecured Creditors
HARPER BRUSH: Case Summary & 20 Largest Unsecured Creditors

HAWKER BEECHCRAFT: PBGC, Creditors Want More Time to Probe LBO
HOME SAFETY: Case Summary & 20 Largest Unsecured Creditors
HOSTESS BRANDS: To Shut Down Glendale Unit and Lay Off 25 Workers
JOHN D OIL: Seeks Extension of Exclusive Period to Sept. 7
JOHN D OIL: Has $269K DIP Financing From Managing Member

JOHN D OIL: Withdraws Bid to Employ Dworken as Special Counsel
KAMAYAN HOLDINGS: Kerrville Hotels Wins Plan Confirmation
LARAYNE ENTERPRISES: Voluntary Chapter 11 Case Summary
LEXINGTON ROAD: Seeks 2 Months' Extension to File Plan
MARYLAND PAVING: Uncle Sam Permits Use of Cash Collateral

MBMI RESOURCES: Year-End Financial Statements Delayed
MOORE SORRENTO: First Amended Plan of Reorganization Confirmed
MORGAN'S FOODS: Incurs $1.6 Million Net Loss in Fiscal 2012
MOUNTAIN CHINA: Deficit, Default Casts Doubt on Going Concern
NEBRASKA BOOK: Court Confirms Plan; Bankruptcy Exit Seen Mid-June

NEOMEDIA TECHNOLOGIES: Extends Maturity of YA Global Loan to 2013
NEXT 1 INTERACTIVE: Delays Form 10-K for Fiscal 2012
PIONEER NATURAL: Moody's Withdraws 'Ba1' CFR/PDR; Outlook Stable
PHH CORP: Fitch Lowers Senior Unsecured Debt Rating to 'BB'
ROWAN COMPANIES: Moody's Issues Summary Credit Opinion

REAL ESTATE ASSOCIATES: Zero Stake in Jasper, Pachuta & Shubuta
RS YACHT: Banco Popular de Puerto Rico Can Proceed With Lawsuit
SAGAMORE PARTNERS: Wants to Hire Jaroslawicz as Special Counsel
SAND TECHNOLOGY: Exploring Potential Strategic Alternatives
SLAVERY MUSEUM: City Disputes Plan to Revive Museum

SOUTHERN PRODUCTS: Delays Form 10-K for Fiscal 2012
STONE RESOURCES: 3rd Cir. Flips Ruling in MarbleLife Dispute
SUNRISE SENIOR LIVING: SHP Trust OKs Termination of 10 Leases
SUNVALLEY SOLAR: Authorized Common Shares Hiked to 5 Billion
THORNBURG MORTGAGE: $2MM Accord Struck in Shareholder Class Suit

TITAN ENERGY: Incurs $616,000 Net Loss in First Quarter
TRAFFIC CONTROL: Creditors Balk at Marwit Capital's Lawsuit
TRI-STATE FINANCIAL: Avoidance Suit Against Midwest Goes to Trial
VISHAY INTERTECHNOLOGY: Moody's Says Share Buyback Credit Neg.
VISCOUNT SYSTEMS: Five Directors Elected at Annual Meeting

VISTA BELLA: Ch.7 Trustee Can Hire Lyon to Pursue Fraudulent Suits
WAVE SYSTEMS: Has 15-Year Distribution Agreement with Samsung
YELLOWSTONE MOUNTAIN: Co-Founder Presses Plan to Sue Ex-Atty

* Ex-Hogan Lovells Atty Gets 3-Year Jail Term Over Travel Scam

* Harris Williams' G. Frankel Joins Huron Consulting
* Katten Muchin's J. Gadharf Hired by McDonald Hopkins

* BOOK REVIEW: The Health Care Marketplace



                            *********


ALIX MERGER: Moody's Affirms 'B1' Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
and probability of default rating of Alix Merger Sub, LLP, a new
entity formed by funds advised and/or managed by CVC Capital
Partners ("the sponsor") that will merge into AlixPartners, LLP
("AlixPartners" - the surviving entity) at transaction closing.
Moody's assigned a Ba3 rating to Alix Merger Sub, LLP's proposed
$75 million first lien senior secured term loan B-1 due 2017.
Moody's also affirmed the ratings on the other proposed bank debt,
including the Ba3 rating on the first lien senior secured credit
facilities and the B3 rating on the second lien senior secured
term loan. The ratings outlook remains stable.

AlixPartners is changing the terms of the proposed bank debt.
Instead of issuing a $600 million term loan due 2019, it now plans
to issue a $75 million term loan B-1 due 2017 and $525 million
term loan B-2 due 2019.

Alix Merger Sub, LLP

Ratings assigned:

Proposed $75 million first lien senior secured term loan B-1 due
2017 at Ba3 (LGD3, 35%)

Ratings affirmed:

Corporate family rating at B1

Probability of default rating at B1

Proposed $75 million first lien senior secured revolving credit
facility due 2017 at Ba3 (LGD3, 35%)

Proposed $525 million (downsized from $600 million) first lien
senior secured term loan B-2 due 2019 at Ba3 (LGD3, 35%)

Proposed $220 million second lien senior secured term loan due
2019 at B3 (LGD5, 88%)

Ratings Rationale

The affirmation of the corporate family rating reflects Moody's
view that the proposed bank loan revisions do not materially
change the company's credit profile, particularly as total debt
levels remain the same. However, intetest rates and amortization
requirements are higher under the new proposed structure.

AlixPartners' B1 corporate family rating reflects its high
leverage, expectations for modest free cash flow generation, and
relatively small scale. The rating is also constrained by
continued softness in the North American Turnaround &
Restructuring ("TRS") business and ongoing risks associated with
employee retention, particularly as the business transitions to
new ownership. The rating is supported by the company's broad
portfolio of diversified consulting services that helps to
mitigate exposure to economic cycles, a recent recovery in
revenues and earnings, and the relative stability of operating
margins owing to a high proportion of variable expenses. The
rating also derives support from the company's good pro forma
liquidity profile and coverage with EBITDA less capex to interest
in excess of 2.0 times.

The stable outlook reflects Moody's expectation that AlixPartners'
will grow the top line and earnings despite continued softness in
North American TRS, and apply free cash flow to debt reduction
such that leverage will improve from initial pro forma levels.

The rating could be downgraded if profitability contracts such
that debt to EBITDA remains above 6.0 times or EBITDA less capex
to interest falls below 2.0 times. Greater than anticipated
working capital usage that result in negative free cash flow or a
material weakening of the liquidity profile could also pressure
the ratings. Debt financed acquisitions and dividends could also
result in a ratings downgrade.

The ratings could be upgraded if debt to EBITDA is sustained below
4.0 times and EBITDA less capex to interest exceeds 3.5 times. An
upgrade would also require that the company sustain conservative
financial policies.

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

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

Founded in 1981, AlixPartners LLP is a global provider of a broad
range of consulting services, including financial advisory,
enterprise improvement, turnaround and restructuring, and
information management. The company is being acquired by funds
advised and/or managed by CVC Capital Partners.


ARCTIC GLACIER: Has $26.7 Million 1st Quarter Net Loss
------------------------------------------------------
Arctic Glacier Income Fund disclosed results for the first quarter
ended March 31, 2012.

   -- Sales increased by $3.0 million or 13% compared to prior
      year

   -- EBITDA improved by $1.4 million compared to prior year

   -- Fund delisted from the TSX and listed on the CNSX

   -- Finalized agreement to settle Canadian unitholder class
      action for $13.75 million, to be entirely funded by the
      Fund's insurers

   -- Initiated court supervised recapitalization in Canada under
      Companies' Creditors Arrangement Act and the United States
      under Chapter 15 of U.S. Bankruptcy Code

   -- Established $50 million debtor-in-possession financing
      facility to fund normal business operations during
      recapitalization process

During the first quarter of 2012, Arctic Glacier made substantial
progress in the court-supervised search for a transaction
regarding the sale, refinancing or recapitalization of the
business.  The search was initiated by way of a sale and investor
solicitation process under the Companies' Creditors Arrangement
Act (CCAA).

The initial order under the CCAA was granted on Feb. 22, 2012 by
the Manitoba Court of Queen's Bench and was followed the next day
by an order issued by the U.S. Bankruptcy Court for the District
of Delaware that provisionally recognized the Canadian proceedings
under Chapter 15 of the U.S. Bankruptcy Code. A final order
recognizing the Canadian proceedings was issued by the U.S. Court
on March 16, 2012.

The sale and investor solicitation process involves two phases.
Phase 1, which is complete, solicited and received non-binding
letters of intent from several interested parties to invest in or
acquire Arctic Glacier. The potential bidders were evaluated by
the Fund in consultation with the court-appointed Monitor,
together with TD Securities Inc. and the Chief Process Supervisor.

"We are very pleased with the level of interest that surfaced in
Phase 1," said Keith McMahon, President and CEO of Arctic Glacier.
"We received indications of interest from a large group of
prospective acquirers and investors.  After evaluating the
submissions and conducting discussions, it was determined that a
number of bidders were qualified to participate in Phase 2."

During Phase 2, announced on April 12, 2012, Arctic Glacier
provides additional information to qualified bidders and seeks
binding offers to conclude a transaction with the Fund.

The CCAA court proceedings also provide for a stay of certain
creditor claims and authorize $50 million of specialized debtor-
in-possession (DIP) financing from Arctic Glacier's current
lenders to enable normal business operations to be maintained
during the recapitalization process.

The CCAA filing was triggered by notices issued to the Fund on
February 21, 2012 by secured lenders demanding immediate repayment
of all obligations under the term loan and revolving term credit
facilities. Commencing with the June 30, 2011 reporting period,
the Fund had been in breach of certain financial covenants
governing EBITDA levels and other measures under its credit
facilities.

Following extensive discussions and negotiations with secured
lenders in an effort to implement a recapitalization transaction
that would improve the Fund's capital structure, the Trustees
determined it was necessary to pursue a recapitalization under
court supervision.  The secured lenders supported this decision
and the sale and investment process initiated under the CCAA.

                     First Quarter 2012 Review

Sales in the first quarter of 2012 totaled $25.3 million, an
increase of $3.0 million or 13% from the same period in 2011.
Excluding the effects of currency, sales in existing markets were
up by $3.1 million as warmer winter weather this year drove sales
volumes higher.  The weaker Canadian dollar decreased the U.S.
dollar value of sales generated in Canadian markets by
$0.1 million.

Cost of sales totaled $39.8 million, an increase of $1.0 million
or 3% compared to the same quarter of 2011.  Excluding
amortization, cost of sales was up by $1.6 million, primarily due
to higher sales volumes.  Amortization and depreciation expense
decreased by $0.6 million as certain intangible assets were
written off in 2011. The weaker Canadian dollar decreased the U.S.
dollar value of costs incurred in Canadian markets by $0.1
million.

General and administrative expenses totaled $2.6 million, versus
$2.5 million in the same period of 2011.  The change was primarily
due to higher staffing costs, offset by lower professional fees.
Finance costs of $24.4 million were $15.4 million higher than in
the same quarter last year.  The increase was driven by non-cash
finance costs that mainly consisted of accrued interest and
amortization of deferred financing charges.  Offsetting the
increase were lower cash finance costs, which decreased due to
interest payable being accrued rather than paid out.

Other costs for the quarter totaled $21.3 million, comprised
almost entirely of outlays related to reorganization activities.
Other costs for the same quarter of 2011 totaled $10.3 million.
The packaged ice business in Arctic Glacier's markets -- Canada
and the northeastern, central and western U.S. -- is highly
seasonal.  Demand for packaged ice in the first quarter is low,
characterized by negative EBITDA and significant losses. Arctic
Glacier incurs approximately 25% of its annual fixed costs in the
first quarter, but typically generates less than 10% of its annual
sales during this period.  For the first quarter of 2012, EBITDA
was negative $7.9 million, compared with negative $9.2 million for
the same quarter last year.

The Fund's net losses are significantly influenced by
reorganization costs, DIP financing fees, expenses of antitrust
investigations and related litigation, outlays related to the
review of financing and strategic alternatives and the writeoff of
deferred finance fees. As these costs are not representative of
the Fund's ongoing operations, a more appropriate measure of
operating performance adjusts results to remove these costs.

Accordingly, adjusted loss in the first quarter of 2012 was
$26.7 million, compared to an adjusted loss of $31.9 million last
year.  That was equivalent to a loss of $0.08 (basic and diluted)
per unit, compared to $0.82 (basic and diluted) last year.  The
decrease in adjusted loss was primarily due to a smaller first-
quarter EBITDA deficiency, decreased amortization expense and an
unrealized loss from mark-to-market adjustments of the fair value
of convertible debentures in the first quarter of 2011.  These
factors were partly offset by higher finance costs and a reduced
income tax recovery.  The loss per unit was impacted by the
increased number of units outstanding following settlement of the
convertible debentures in 2011.

Including all expenses, net loss for the first quarter of 2012
totaled $62.7 million or $0.18 (basic and diluted) per unit,
compared to a net loss of $35.6 million or $0.91 (basic and
diluted) per unit in the same period of 2011. The difference in
per-unit results is partly due to a higher number of units
outstanding in the period just ended, owing to debenture
conversion in mid-2011.

                       Financial Position

During the first quarter of 2012 the Fund arranged a $50.0 million
DIP financing facility with its existing secured lenders as part
of the CCAA and U.S. Chapter 15 proceedings. The facility provides
funding for ongoing working capital, capital expenditure
requirements and general corporate purposes during the sale and
recapitalization process. At March 31, 2012, draws of $12.0
million had been made on the DIP facility, leaving the Fund with
$38.0 million in undrawn availability and $5.3 million of cash on
hand.

At March 31, 2012, the Fund had a working capital deficiency of
$254.5 million. This resulted primarily from the classification of
$219.4 million of long-term debt as current liabilities at
December 31, 2011. The classification was required because of the
Fund's default on secured loan agreements, which resulted in
lenders demanding immediate repayment of all obligations under the
term loan and revolving term credit facilities.

At March 31, 2012, Arctic Glacier's net debt was $236.1 million
versus $192.2 million (excluding convertible debentures) at the
same time last year. The Fund's net debt to EBITDA ratio at March
31, 2012 was 5.66 to 1 as defined by the revolving term credit
facility, compared to 4.50 to1 at the same time last year. The
maximum permitted covenant ratio under the revolving term credit
facility and term loan is 5.0 to 1.

U.S. DOJ Investigation

During the first quarter of 2012, Arctic Glacier took a major step
forward in resolving civil litigation that arose following the
antitrust investigations. On February 2, 2012, the parties agreed
to settle the Canadian unitholder class action for a sum of
C$13.75 million, to be entirely funded by the carriers of the
Fund's directors' and officers' liability insurance, without the
Fund admitting liability or making any monetary contribution.
All U.S. Justice Department antitrust investigations have been
either settled or concluded with no action taken. Several state
investigations remain outstanding but there has been no activity
in this area for some time.

                              Outlook

Arctic Glacier's most pressing concern during 2012 will be to
complete the court-supervised recapitalization that commenced in
the first quarter through the initiation of a sale and investor
solicitation process via CCAA and U.S. Chapter 15 proceedings.
The CCAA and Chapter 15 proceedings and the DIP financing facility
have provided the Fund and its subsidiaries with temporary relief
and access to financial resources to enable it to continue to
operate with minimal disruption while the court supervised
recapitalization of the business is undertaken. Arctic Glacier
expects to maintain all operations at their normal capacity in
both Canada and the United States during the course of these
proceedings. No layoffs or lease terminations are currently
planned and all suppliers of goods and services are intended to be
paid as usual, including amounts owed to such suppliers prior to
the CCAA filing.

On April 12, 2012, the Fund commenced Phase 2 of the sale and
investment solicitation process that is expected to culminate in
interested parties submitting final and binding offers regarding a
transaction with the Fund. The deadline for offers to be received
in Phase 2 is June 4, 2012.

Going forward, Arctic Glacier's principal operating activities are
focused on:

   * Adding new sales volumes at attractive margins in retail and
non-retail channels in current markets;

   * Working with customers to expand product categories and
improve product mix to increase sales and profitability; and,
Pursuing technology-based initiatives in manufacturing and
distribution to improve efficiencies and reduce costs.

At the same time, management will continue to carefully manage the
Fund's cash position, operating costs and capital expenditures to
provide liquidity to support regular operations.

As the Fund moves toward recapitalization, Arctic Glacier's core
objectives remain unchanged: to provide value to customers through
superior product quality and industry leading customer service.

A full-text copy of the press release is available at
http://is.gd/6UBR3N

                       About Arctic Glacier

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

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

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


AURA SYSTEMS: Incurs $14.2 Million Net Loss in Fiscal 2012
----------------------------------------------------------
Aura Systems, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$14.15 million on $3.33 million of net revenues for the year ended
Feb. 29, 2012, compared with a net loss of $11.19 million on $3.43
million of net revenues for the year ended Feb. 28, 2011.

The Company's balance sheet at Feb. 29, 2012, showed $4.13 million
in total assets, $15.73 million in total liabilities and a $11.60
million total stockholders' deficit.

Kabani & Company, Inc., issued a "going concern" qualification on
the financial statements for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has historically
incurred substantial losses from operations, and may not have
sufficient working capital or outside financing available to meet
its planned operating activities over the next twelve months which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

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

                       http://is.gd/EqnUIF

                       About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles,
tests and sells its proprietary and patented Axial Flux induction
machine known as the AuraGen(R) for industrial and
commercial applications and VIPER for military applications.


B+H OCEAN CARRIERS: Files for Chapter 11 in Manhattan
-----------------------------------------------------
Hamilton, Bermuda-based B+H Ocean Carriers, along with affiliates,
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No.
12-12356) in Manhattan on May 30, 2012.

According to Michael Hudner, president and CEO, the Company said
that it intends to restructure its balance sheet and emerge as a
recapitalized shipowning business, continuing to specialize in the
transportation of refined petroleum products and dry bulk
commodities.

B+H Ocean Carriers disclosed $4.52 million in assets and $46.1
million in liabilities.  Debts include $9.64 million owed to Bank
of Nova Scotia Asia Ltd. under a loan facility agreement, $3.98
million to Bank of Scotland under a revolving credit facility, and
18.8 million to Nordea Bank, as agent for a bank lending group.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for June 29 at 2:30 p.m.

Judge Shelley C. Chapman has been assigned to the case.

The Company stated that going forward, its operations will
continue as in the past, with no interruption of service.  It also
said that it has had ongoing discussions with several of its
lenders regarding further cooperation and support during the
reorganization.

"There continue to be challenges in the current market for freight
rates and vessel values which, combined with the state of global
ship finance, has made it exceedingly difficult to accomplish the
recapitalization outside of a court-supervised reorganization,"
B+H Ocean said in a statement.

"Management had been in discussion with bankruptcy lawyers in the
US and . . . it proposed that the Company should file a voluntary
petition in the United States Bankruptcy Court . . .  Mr. Hudner
said the Company's lawyers had advised that, if there was to be a
filing, it was important it took place before there was any loan
default," the Company explained in documents filed with the Court
and obtained by BankruptcyData.com.

B+H Ocean Carriers Ltd. is an international ship-owning and
operating company that owns, through subsidiaries, a fleet of four
product-suitable Panamax combination carriers capable of
transporting both wet and dry bulk cargoes, along with a 50%
interest in an additional combination carrier.


BEARINGPOINT INC: Circuit Court Allows Suit vs. Execs. to Proceed
-----------------------------------------------------------------
John DeGroote Services, LLC, as Liquidating Trustee to the
BearingPoint, Inc. Liquidating Trust disclosed that the Circuit
Court for Fairfax County, Virginia ordered that a lawsuit against
BearingPoint, Inc.'s former Chief Executive Officer and a number
of its former directors will proceed, denying the Defendants'
attempts to dismiss the 88-page Complaint.

At a hearing on May 11, 2012, Fairfax County Circuit Judge Jane
Marum Roush denied all of the Defendants' motions from the bench.
The Court entered its written Order on May 26, 2012, ruling that
the facts alleged in the Complaint state a claim for breach of
fiduciary duty under Delaware law against all of the defendants
and further ruling that the BearingPoint Trustee has standing to
pursue the claims asserted in the Complaint.

The BearingPoint Trustee filed the Complaint in July 2011 against
former BearingPoint, Inc. CEO F. Edwin Harbach and former
directors Albert L. Lord, Roderick C. McGeary, J. Terry Strange,
Douglas C. Allred, Betsy J. Bernard, Spencer C. Fleisher, Jill
Kanin-Lovers, and Edward Munson.  The Defendants sought to dismiss
the Complaint by filing demurrers and pleas in bar, arguing that
the BearingPoint Trustee had failed to state a claim under
Delaware law, and that certain facts otherwise prevented the
BearingPoint Trustee from recovering on the claims in the
Complaint.

All pleadings filed by the Defendants and the BearingPoint
Trustee, as well as the presentation made to the Court referencing
various paragraphs in the Complaint, can be found at
belawsuit.com/court-filings/. Pursuant to a Consent Scheduling
Order previously entered, a jury trial is set in this matter for
April 1, 2013, in Fairfax, Virginia.

Until its bankruptcy in early 2009, BearingPoint, Inc. was one of
the largest businesses based in Northern Virginia, with over 3,700
employees in the Washington area and 8,400 employees nationwide.

                     About BearingPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection (Bankr. S.D.N.Y., Case No.
09-10691) on Feb. 18, 2009.  BearingPoint disclosed total assets
of $1.655 billion and debts of $2.201 billion as of Dec. 31, 2008.

The Debtors' legal advisor was Weil, Gotshal & Manges, LLP.  Their
restructuring advisor was AlixPartners LLP, and their financial
advisor and investment banker was Greenhill & Co., LLC.  Jeffrey
S. Sabin, Esq., at Bingham McCutchen LLP represented the
Creditors' Committee.  Garden City Group served as claims and
notice agent.

On the Petition Date, BearingPoint filed a Chapter 11 plan of
reorganization negotiated with lenders prepetition.  BearingPoint,
however, changed course and pursued a sale of its units, after
determining that creditor recoveries would be maximized through
sales of the businesses.

On Dec. 22, 2009, the Bankruptcy Court entered an order confirming
the Debtors' Modified Second Amended Joint Plan.  On Dec. 31,
2009, a Notice of Effective Date of the Plan was filed with the
Bankruptcy Court.  John DeGroote was appointed as liquidating
trustee under the Plan.  The liquidating trustee is represented by
Katherine Dobson, Esq., at Bingham McCutchen, in Hartford,
Connecticut.  The trustee also has retained McKool Smith P.C. and
Whiteford, Taylor & Preston L.L.P. to pursue claims against former
company officers.


BERNARD L. MADOFF: Insurer Must Face Claims in Bankruptcy Court
---------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that a bankruptcy court
has jurisdiction to decide whether Connecticut General Life
Insurance Co. controlled $31.6 million in fraudulent transfers
from Bernard L. Madoff's collapsed firm, a New York federal judge
said Tuesday, ruling against the insurer.

U.S. District Judge Jed S. Rakoff denied the insurer?s Oct. 12
motion to withdraw a reference to the bankruptcy court. The ruling
means a bankruptcy court, rather than the district court, will
decide a key issue in the suit by Bernard L. Madoff Investment
Securities LLC trustee Irving Picard, Law360 says.

                      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 RAVEN: Files for Chapter 11 to Sell Asses to Ridge Capital
---------------------------------------------------------------
Blue Raven Technology, Inc., filed a Chapter 11 petition (Bankr.
D. Mass. Case No. 12-4693) on May 30, 2012, disclosing assets of
$2.14 million and liabilities of $8.28 million.

A copy of the schedules filed together with the petition is
available for free at:

Blue Raven has entered into an agreement to sell substantially all
of its assets to Leading Ridge Capital Partners, LLC.  Blue Raven
is a top provider of repair services in North America for consumer
and commercial electronics products, including computers, tablets,
projectors and embedded systems.  Blue Raven Technology provides
its customers with a full suite of Reverse Logistics Services.

Leading Ridge Capital Partners is a private investment firm
specializing in positioning logistics and distribution companies
nationwide for long term growth.  The assets acquired from Blue
Raven Technology will be deployed within a holding company
focusing specifically on providing reverse logistic services. Blue
Raven's management and employees will be offered positions within
the new company.

In connection with the transaction, Blue Raven Technology
voluntarily initiated Chapter 11 proceedings in the U.S.
Bankruptcy Court in Massachusetts and will seek Bankruptcy Court
approval of the asset sale to Leading Ridge Capital Partners under
Section 363 of the U.S. Bankruptcy Code.

"The company made the voluntary bankruptcy filing in order to
facilitate a restructuring of debt and relieve cash flow
pressures," says Glen A. Kashgegian, President, Blue Raven
Technology.  "We anticipate emerging from this process quickly as
a stronger, better capitalized and more competitive organization.
It is important to emphasize that Blue Raven Technology's
customers and operations will not be adversely affected by the
bankruptcy process.  We believe a transaction with Leading Ridge
Capital Partners will be highly strategic to both companies."

Blue Raven Technology is being advised by investment banking firm
Business Capital Exchange, Inc and law firm Madoff and Khoury LLP.

                         About Blue Raven

Blue Raven Technology -- http://www.blueraven.com-- is a leading
provider of in and out-of-warranty service parts, depot repair
services, and returns management for computers, tablets and
projectors on an exclusive and non exclusive basis to electronic
retail chains, schools, OEMs, and warranty companies.  Blue Raven
has more than 25 years experience in servicing electronics
products down to the component level; including BGA and SMT repair
of motherboards and LCD panel repairs to 60".


BOSTON HANNAH: Publisher Files for Chapter 7 Bankruptcy
-------------------------------------------------------
Reuters reports that Boston Hannah International LLC filed for
Chapter 7 bankruptcy liquidation (Bankr. D. Del. Case No.
12-11645), listing assets of less than $50,000, and liabilities of
up to $1 million.  No further information about the company's
plans was immediately available, the report notes.

Boston Hannah International LLC owns magazines, Web sites and
digital publications, has offices in Chicago, U.S., and London,
U.K.


BUNGE LIMITED: Fitch Affirms Rating on Preference Shares at 'BB+'
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Bunge Limited and its
financing subsidiaries, which carry full guarantees from Bunge, as
follows:

Bunge Limited

  -- Long-term Issuer Default Rating (IDR) at 'BBB';
  -- Preference shares at 'BB+'.

Bunge Limited Finance Corp. (BLFC)

  -- Long-term IDR at 'BBB';
  -- Senior unsecured notes at 'BBB';
  -- Senior unsecured term loans at 'BBB';
  -- Senior unsecured credit facilities at 'BBB'.

Bunge Finance Europe B.V. (BFE)

  -- Long-term IDR at 'BBB';
  -- Senior unsecured credit facilities at 'BBB'.

Bunge N.A. Finance L.P. (BNAF)

  -- Long-term IDR at 'BBB';
  -- Senior unsecured notes at 'BBB'.

The Rating Outlook is Negative.

Rating Drivers: Bunge Limited's (Bunge) ratings are supported by
the company's position as the world's leading oilseed processor
and by modest diversification from its food and ingredients
business.  Bunge's largest segment, Agribusiness, is also its most
stable on an annual basis, generating $1 billion or more of EBITDA
in each of the past five years.  A long-term favorable
agribusiness outlook, driven by growing protein consumption in
developing countries and higher demand for biofuels, is also a key
rating factor.  Fitch expects ample liquidity to support Bunge's
ratings through periodic earnings volatility and heightened
working capital usage that are characteristic of agricultural
commodity cycles.  Bunge's borrowings increase during periods of
rising commodity prices to finance working capital.

Negative Outlook: While Bunge's operating performance improved
significantly in 2011, Fitch is retaining the Negative Outlook in
order to ascertain the sustainability of the performance
improvement trend.  Fitch remains cautious, given Bunge's earnings
volatility and lack of earnings visibility.  The company's high
capital expenditures in relation to its cash generation also
remain a concern as Bunge has not been able to consistently
generate positive free cash flow (FCF, cash flow from operations
less capital expenditures and dividends), even excluding working
capital swings.

The $1.4 billion Moema sugar mills acquisition in Brazil in 2010
was expected to provide diversification after the divestiture of
the company's Brazilian fertilizer nutrients business, but so far
has trailed expectations with disappointing performance. Sugar &
Bioenergy and the remaining retail fertilizer business have yet to
materially contribute to Bunge's earnings, although improvement is
anticipated in 2012.

Guidelines for Further Rating Actions:

Fitch could revise the Outlook to Stable if Bunge's earnings show
stability and/or growth on an annual basis in 2012 versus 2011 and
unadjusted leverage (total debt to EBITDA) in the mid-2x to 3x
range appears achievable during most years.  The first quarter,
which is seasonally slow, had weaker operating performance than
Fitch had anticipated.  However, the large North American crops
expected in the fall of 2012 and increased sugarcane milling
volumes in Brazil should lead to strong second half earnings in
2012.  If Bunge can demonstrate that its sugar business is on
track to generate EBIT of more than $100 million in 2012, this
would also support a Stable Outlook.  That level of earnings would
be a significant improvement from the negative $20 million Sugar &
Bioenergy segment EBIT in 2011, and demonstrates progress toward
the generation of annual segment EBIT greater than $150 million in
future years.

Fitch could implement a negative rating action if Bunge's EBITDA
generation of $1.7 billion in 2011 proves to be unsustainable, or
if the company engages in a large, debt-financed acquisition,
leading to a material increase in unadjusted leverage.  The
ratings could also be pressured if FFO is insufficient to cover
Bunge's capital expenditures and dividends and results in material
incremental borrowing.  Any negative rating action is likely to be
limited to a one notch downgrade.

Cash Flow and Liquidity: In 2011, Bunge's FCF was $1.3 billion, a
significant improvement from a $3.7 billion deficit in 2010 which
was driven by working capital needs due to escalating agricultural
commodity prices and inventories.  For the first quarter ending
March 31, 2012, FCF swung negative again, to a deficit of $581
million, due to working capital usage.  Although Fitch believes
high agricultural commodity prices are likely to remain, driven by
solid long-term global demand, working capital could become a
source of funds if commodity prices experience even a moderate
pullback.  Correspondingly, if commodity prices stabilize at
heightened levels, working capital usage should flatten out.

Bunge has $3.4 billion of committed liquidity including a $600
million fully backstopped liquidity facility for its commercial
paper (CP) program, a $1.75 billion revolving credit facility due
in April 2014 and a $1.0 billion revolving credit facility
expiring in Nov. 2016.  As of March 31, 2012, the company did not
have any CP outstanding and it had a total of $2.1 billion
available under its committed facilities.  The credit facilities
contain certain financial covenants. Bunge is in compliance with
its financial covenants.

Adjustments for Liquid Inventories: Bunge's liquidity includes its
agricultural commodity inventories such as soybeans, soybean oil,
soybean meal, corn, wheat, sugar, etc., classified as readily
marketable inventories (RMI).  Commodities that fall into the RMI
classification, which are very liquid due to widely available
markets and international pricing mechanisms and generally hedged,
provide an important source of liquidity for agribusiness
companies.  RMI was $4.2 billion at March 31, 2012, factoring
Fitch's 10% discretionary 'haircut' to Bunge's reported RMI.  In
addition to evaluating traditional credit measures, Fitch's
analysis of agribusiness companies considers leverage ratios that
exclude debt used to finance RMI.  Interest expense on debt used
to finance RMI is reclassified as 'cost of goods sold' and thus is
excluded from interest expense.  Fitch utilizes significant
discretion in these calculations.  With the adjustments described
above, Bunge's total debt/operating EBITDA was 1.0x for the latest
12 months ended March 31, 2012.

Unadjusted total debt (with 50% equity credit for the $690 million
convertible preference shares) to operating EBITDA was 3.5x,
operating EBITDA to gross interest expense was 5.1x and FFO fixed
charge coverage was 3.5x for the same period.  Unadjusted leverage
is high for the rating level but should improve with stronger
second half 2012 earnings.  Total debt with equity credit
increased $1.2 billion to $5.6 billion at March 31, 2012 from Dec.
31, 2011, primarily due to higher working capital.

Upcoming Maturities: Bunge's debt maturities include $300 million
of senior unsecured notes due in May 2013 and a $300 million term
loan due in Dec. 2013.  Beyond these maturities, Bunge also has
$570 million of debt coming due in 2014.




BURLINGTON COAT: Fitch Withdraws Rating for Business Reasons
------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn its
ratings on Burlington Coat Factory Warehouse Corp. (BCF) as
follows:

Burlington Coat Factory Investment Holdings, Inc.

  -- Long-term Issuer Default Rating (IDR) at 'B-'.

Burlington Coat Factory Warehouse Corp.

  -- Long-term IDR at 'B-';
  -- $600 million asset-based revolver at 'BB-/RR1';
  -- $1 billion term loan 'at B-/RR4';
  -- $450 million senior unsecured notes at 'CC/RR6'.

The Rating Outlook is Stable.

The ratings have been withdrawn for business reasons, and Fitch
will no longer provide rating coverage of BCF.


CALPINE CORP: Fitch Affirms Low-B Ratings With Positive Outlook
---------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) and
security ratings of Calpine Corp. and its subsidiary, Calpine
Construction Finance Company (CCFC) and revised the Rating Outlook
for both companies to Positive from Stable.

The Outlook revision is driven by Fitch's view that the
fundamental positioning of the company in the merchant generation
space continues to improve.  This is leading to accelerated
strengthening of credit metrics compared to Fitch's prior
expectations.

Some of the key trends in the U.S. power generation sector, namely
tightening environmental regulations, looming generation scarcity
in certain markets such as in the Electricity Reliability Council
of Texas (ERCOT), and a sharp fall in natural gas prices in the
recent months that has reversed coal-to-gas spreads, are all
favorable for Calpine.  These trends are reflected in Fitch's
upwardly revised EBITDA and cash flow estimates for 2012 as
Calpine has benefited from a run up in market heat rates in ERCOT
and significant coal-to-gas switching in various power regions it
operates in.

A prolonged low natural gas price environment and, consequently,
depressed economics, is likely to further accelerate the pace of
retirements at several coal-fired power plants.  Fitch expects
this trend to further bolster Calpine's competitive position and
support improved credit metrics in 2013 and beyond.  Longer-term,
Calpine remains positively leveraged to a recovery in natural gas
prices with its highly efficient fleet and natural gas being on
the margin for power prices in most of the markets Calpine
operates in.

Calpine's 'B' IDR reflects the company's high consolidated gross
leverage, relatively stable EBITDA (due to lower sensitivity to
changes in natural gas prices as compared to other coal/ nuclear
competitive power generators), strong liquidity position including
a growing free cash flow profile, manageable debt maturities and
consistently demonstrated capital market access.

Fitch estimates Calpine's consolidated gross leverage to be
approximately 5.9x and funds flow from operations (FFO) to total
debt to reach 10% in 2013, which is in line with Fitch's guideline
ratios for a high risk 'B' rated issuer.  Fitch expects Calpine's
gross leverage to approach a range of 4.5 - 5.0x and FFO to total
debt to be in the 12-14% range by 2015.  Given the company's
strong excess cash position, the net leverage metrics are much
stronger. Management has a stated net leverage target of 4.5x,
which Fitch expects to be reached by 2014.

Fitch expects Calpine to be a strong cash flow generator over the
forecast period. Calpine's announced growth plans consists of
construction of two contracted assets, Russell City and Los
Esteros.  Russell City is a 619 MW net baseload capacity natural
gas combined cycle plant in which Calpine has a 75% ownership
interest.  The full output of the plant is committed to Pacific
Gas & Electric (PG&E) under a 10-year PPA. The Los Esteros
generating facility will be upgraded from a 188 MW simple-cycle
generation plant to 309 MW combined cycle plant, which also has a
10-year PPA with PG&E.  Both of these plants are being financed
with project debt, which is non-recourse to the parent.

Calpine recently announced three additional generation projects:
1) Deer Park expansion, a 260 MW combined cycle plant expected to
be operational by June 2014 at an expected capital cost of less
than $550/kw; 2) Channel expansion, a 260 MW combined cycle plant
that is expected to be operational by June 2014 at an expected
capital cost of less than $550/kw; and 3) Garrison, a 309 MW
combined cycle plant that is expected to be operational by June
2015 at a capital cost of less than $800/kw. Highly competitive
cost of construction compared to new entry costs and location in
favorable markets assuage Fitch's concerns regarding the
uncontracted basis of these assets.

Fitch expects Calpine to generate upwards of $600 million in free
cash flow in 2014 and beyond. These free cash flow estimates
incorporate both maintenance capex and growth capex based on
announced new projects.  Fitch does not expect management to
proactively reduce debt from the current levels aside from the
scheduled debt maturities/ amortizations. Over the last 12 months,
management has announced $600 million in share repurchases, which
has been above Fitch's expectations. The level of free cash flow
generation is strong enough to accommodate modest level of share
repurchases, which is incorporated in Fitch's forecasts.  However,
it is Fitch's expectation that management prudently invests excess
cash flow proceeds in growth oriented projects and continues to
manage its balance sheet in a conservative manner.  Fitch
acknowledges the success that Calpine has had in simplifying its
capital structure, pushing out debt maturities and gaining
financial flexibility in capital allocation decisions.

Calpine's liquidity position is strong with approximately $1.07
billion of cash and cash equivalents and $649 million of
availability under the corporate revolver, as of March 31, 2012.
Variability in collateral postings driven by $1/MMBtu move in
natural gas price movements is higher than it was a year ago,
however, strong current liquidity and excess cash flow generation
provide adequate cushion to unexpected large movements in natural
gas prices.

Fitch expects to resolve its Positive Outlook for Calpine over the
next 12-24 months after gaining further evidence of how Calpine's
fleet fares in the current commodity environment.  Any material
change in the company's capital allocation decisions will also
play a part in the future rating decisions by Fitch, most notably
the pace of share repurchases.  A significant proportion of growth
capex diverted towards merchant assets could be a cause for
concern.

In accordance with its Parent and Subsidiary Rating Linkage
Criteria, Fitch is currently linking the IDRs of Calpine and CCFC.
Calpine and CCFC are distinct issuers, the subsidiary debt is non-
recourse to the parent, and there are no cross-guarantees or
cross-default provisions between the two entities.  However, there
are strong contractual, operational and management ties between
Calpine and CCFC.  CCFC sells a majority of its power plant output
under a long-term tolling arrangement with Calpine's wholly owned
marketing subsidiary.  CCFC is also a party to a master operation
and maintenance agreement and a master maintenance services
agreement with another wholly owned Calpine subsidiary.  For these
reasons, Fitch is assigning the same IDR to CCFC as the parent
even though its standalone credit profile is stronger.

Recovery Analysis:

The individual security ratings at Calpine are notched above or
below the IDR, as a result of the relative recovery prospects in a
hypothetical default scenario.

Fitch values the power generation assets that guarantee the parent
debt using a net present value (NPV) analysis.  A similar NPV
analysis is used to value the generation assets that reside in
non-guarantor subs and the excess equity value is added to the
parent recovery prospects.  The generation asset NPVs vary
significantly based on future gas price assumptions and other
variables, such as the discount rate and heat rate forecasts in
California, ERCOT and the Northeast.  For the NPV of generation
assets used in Fitch's recovery analysis, Fitch uses the plant
valuation provided by its third-party power market consultant,
Wood Mackenzie as well as Fitch's own gas price deck and other
assumptions.

Fitch has affirmed Calpine's corporate revolving facility, first
lien credit facility and senior secured notes, which rank pari
passu, at 'BB/RR1'.  The 'RR1' rating reflects a three-notch
positive differential from the 'B' IDR and indicates that Fitch
estimates outstanding recovery of 91-100%.  Similarly for CCFC,
Fitch has affirmed the senior secured notes at 'BB/RR1'.

Fitch has affirmed the following ratings with a Positive Outlook:

Calpine

  -- IDR at 'B';
  -- Corporate revolving facility at 'BB/RR1';
  -- Senior secured first lien term loan at 'BB/RR1';
  -- Senior secured first lien notes at 'BB/RR1'.

CCFC

  -- IDR at 'B';
  -- Senior secured notes at 'BB/RR1'.


CARROLS RESTAURANT: Moody's Says Note Increase Credit Negative
--------------------------------------------------------------
Moody's Investors Service stated that Carrols Restaurant Group,
Inc.'s second lien secured note increase to $150 million from $140
million is a credit negative, but its ratings are unaffected. When
combined with the high pricing on the notes (11.25%), Carrols' pro
forma credit metrics will be modestly weaker than originally
expected, particularly its interest coverage, which will initially
be well below 1.0 time upon completion of the proposed acquisition
of 278 units from Burger King Corporation. However, near-term
liquidity will be enhanced by the incremental proceeds, and there
is no impact on Carrols net debt.

Proceeds from the notes will be used to refinance existing debt at
Carrols' indirect subsidiary, Carrols LLC, and put cash on the
balance sheet to help fund the company's commitment to remodel 455
units over the next 3.5 years. The acquisition of BKC units is
conditioned upon obtaining the financing to fund the remodeling
program and the refinancing of Carrols LLC debt.

The B3 Corporate Family Rating continues to reflect Carrols' high
pro forma debt level and weak credit metrics stemming from the
proposed acquisition, as well as its limited scale, single brand
focus and geographic concentration. Following the completion of
the proposed acquisition, pro forma leverage is expected to exceed
6.5 times and interest coverage will be well below 1.0 time. The
rating also reflects the significant risk inherent in the proposed
acquisition. Carrols' rating gains significant support from the
expectation for good liquidity, which is reflected in the SGL-2
Speculative Grade Liquidity Rating. The company's position as the
largest franchisee in the Burger King system, the brand's strong
position among its peers, and its relatively well balanced day-
part division also provide ratings support.

The stable ratings outlook reflects Moody's belief that both BKC's
transformational activities and Carrols' experience in operating
and integrating Burger King restaurants should result in material
cost savings and credit metric improvement over the near-to-
intermediate term. The outlook also reflects the expectation for
continued good liquidity.

Carrols' ratings are as follows:

-- Corporate Family Rating (CFR) at B3

-- Probability of Default Rating (PDR) at B3

-- $150 million guaranteed senior secured second lien notes due
    2020 at B3 (LGD3, 45%)

-- SGL-2 Speculative Grade Liquidity Rating

The principal methodology used in rating Carrols Corporation was
the Global Restaurants 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.

Carrols Restaurant Group, Inc., through its indirect operating
subsidiary, Carrols LLC, owns and operates 297 Burger King
restaurants through franchise agreements. The company is in the
process of acquiring 278 units from Burger King Corporation. Pro
forma for the acquisition, revenue for the year ended December 31,
2011 was about $640 million.


CHRIST HOSPITAL: Sues to Delay Emergency Care Provider Pullout
--------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that Christ Hospital
in Jersey City, N.J., filed suit Tuesday to block a company from
ending the emergency medical services it provides at the facility
after June 30, warning that the timing of that move could threaten
patient care.

Emergency Medical Associates of New Jersey PA, which formally
notified the hospital of its plans earlier this month, should have
given 120 days notice based on the terms of an expired agreement
under which the two companies had been operating, the debtor
contends in the adversary proceeding, according to Law360.

                        About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.

DIP lender HFG is represented in the Debtor's case by Benjamin
Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at
Wollmuth Maher & Deutsch LLP.

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.  J.H.
Cohn LLP serves as financial advisor to the committee.

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.  She is represented by Greenberg
Traurig as counsel.

Hudson Hospital Holdco is represented in the case by McElroy,
Deutsch, Mulvaney & Carpenter, LLP.  Community Healthcare
Associates is represented in the case by Lowenstein Sandler PC.
Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center,
which joined in CHA's bid, is represented by Duane Morris LLP.


COLUMBUS COUNTRY CLUB: Prepares to File Second Exit Plan
--------------------------------------------------------
Jeff Clark and Peter Imes at The Dispatch report that Columbus
Country Club board members are preparing to submit their second
reorganization plan with the U.S. Bankruptcy Court for the
Northern District of Mississippi.

According to The Dispatch, a hearing to set "deadlines for plans"
is scheduled for July, said club board Secretary and Attorney Will
Cooper.  The hearing will be heard by Justice David Houston in
Aberdeen, the report says.

The report relates the club filed its first plan on Aug. 1, 2011,
which proposed the amortization of the secured debts over periods
of time up to 15 years, depending on the creditor.   The plan
stated the club's "income is and will be sufficient to satisfy the
Claims of Creditors as proposed in the Plan, especially when the
leisure market improves with the general economy."  The club's
plan also involved asking existing shareholders to invest an
additional $2,500 each.

The report adds Columbus businessman David Shelton made a written
offer to purchase the club for $1.3 million on Oct. 14, 2011.
When the club didn't respond to his offer, Mr. Shelton included
the same offer in his April 2012 reorganization plan.  The report
notes, through court documents, both Cadence Bank and Mr. Shelton
suggest liquidating the club's assets as the best approach,
especially in light of Mr. Shelton's offer.

The report, citing court documents, says the club owes money to
three primary secured creditors: $1,520,390.77 to a group of five
banks, $190,672.45 to Cadence Bank and $300,000 to Mr. Shelton.
The three lenders hold the first, second and third mortgages on
the club's real estate, respectively.

The report notes Mr. Shelton has already brokered a deal with an
Oxford developer to erect some type of housing on the back nine
holes of the golf course.  One club member also claims Mr. Shelton
has hopes of leasing the existing clubhouse and front nine holes
back to the club shareholders.

Based in Columbus, Massachusetts, Columbus Country Club Inc. filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Miss. Case No.
11-12005) on May 3, 2011.  Craig M. Geno, Esq., at Harris Jernigan
& Geno, PLLC, represents the Debtor.  The Debtor estimated assets
and debts of between $1 million and $10 million.


DAVID CUTLER: Pa. Revenue Dept Has June 11 Deadline to Answer Suit
------------------------------------------------------------------
The Pennsylvania Department of Revenue has been given a June 11,
2012 deadline to answer the complaint filed by David Cutler
Industries, Ltd.  Bankruptcy Judge Eric L. Frank kept most of the
claims David Cutler asserted in the lawsuit, filed Nov. 14, 2011,
against the Revenue Department.  David Cutler seeks avoidance and
recovery of certain allegedly fraudulent transfers and
disallowance of claims, alleging five counts:

     First Count: Sections 548(a)(1)(A), 550, 551 -- actual fraud

     Second Count: Sections 548(a)(1)(B), 550, 551 -- constructive
        fraud

     Third Count: Sections 544(b), 550, 551 (incorporating
        12 Pa. C.S.A. Sections  5104, 5107, 5108) -- actual fraud

     Fourth Count: Sections 544(b), 550, 551 (incorporating 12 Pa.
        C.S.A. Sections  5104, 5105, 5107, 5108) -- constructive
        Fraud

     Fifth Count: Sec. 502(d) -- disallowance of all claims.

The Revenue Department sought dismissal of the lawsuit.

The Court ruled that:

     -- The Motion for dismissal of the Third and Fourth Counts
        of the Complaint for lack of subject matter jurisdiction,
        pursuant to Fed. R. Civ. P. 12(b)(1) and based on Stern v.
        Marshall, 131 S.Ct. 2594 (2011), is denied;

     -- The Motion for dismissal of the Complaint for improper
        service pursuant to Fed. R. Civ. P. 12(b)(5), is denied;

     -- The Motion for dismissal of the Third and Fourth Counts
        under 11 U.S.C. Sec. 544(b) pursuant Fed. R. Civ. P.
        12(b)(6), for failure to state a claim upon which relief
        can be granted, on the ground that its sovereign immunity
        bars any actual unsecured creditor from suing the
        Commonwealth under state law (i.e., the Pennsylvania
        Uniform Fraudulent Transfer Act, is denied;

     -- The Motion for dismissal of the Complaint pursuant Fed.
        R. Civ. P. 12(b)(6) for failure to state a claim upon
        which relief can be granted, on the ground that the
        Debtor failed to plead sufficient factual allegations to
        state a plausible claim for the avoidance and recovery of
        a fraudulent transfer is denied, except as to the Fifth
        Count;

     -- The Fifth Count is dismissed without leave to amend the
        complaint, but without prejudice to the Debtor's right to
        object to the Revenue Department's proof of claim pursuant
        to Fed. R. Bankr. P. 3007; and

     -- The Motion for dismissal of the Third and Fourth Counts
        pursuant Fed. R. Civ. P. 12(b)(6) for failure to state a
        claim upon which relief can be granted, on the ground that
        the Debtor failed to name or otherwise identify an actual
        creditor with the requisite non-bankruptcy cause of action
        under Sec. 544(b), is denied.

The case is DAVID CUTLER INDUSTRIES, LTD., Plaintiff, v.
PENNSYLVANIA DEPARTMENT OF REVENUE, COMMONWEALTH OF PENNSYLVANIA,
Defendant, Adv. Proc. No. 11-840 (Bankr. E.D. Pa.).  A copy of the
Court's May 21, 2012 Order is available at http://is.gd/AGXLkn
from Leagle.com.

After ceasing operations on Sept. 25, 2009, David Cutler
Industries, Ltd., sought chapter 11 protection (Bankr. E.D. Pa.
Case No. 09-18716) on Nov. 16, 2009, represented by Doron A.
Henkin, Esq., in Radnor, Pa., and Justin K. Miller, Esq., and
Marvin Larsson, Esq., at Henkin & Scheuritzel, in Philadelphia.
In the three months that followed the chapter 11 filing, DCI filed
six adversary proceedings against various defendants, seeking to
recover money or property based on various causes of action,
including claims under 11 U.S.C. Sec. 547 (preferential
transfers), 11 U.S.C. Sec. 548 (fraudulent transfers) and 11
U.S.C. Sec. 542 (request for turnover).  Walter Weir, Jr., Esq.
and his law firm, Weir & Partners, LLP, presently represent
several defendants, including DCI's former president, in four of
the adversary proceedings.  Mr. Weir also entered his appearance
generally on behalf of DCI's former president in the "main"
bankruptcy case.


DAYBREAK OIL: Incurs $1.4 Million Net Loss in Fiscal 2012
---------------------------------------------------------
Daybreak Oil and Gas, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $1.43 million on $1.31 million of oil and gas sales
for the year ended Feb. 29, 2012, compared with a net loss of
$1.21 million on $1.07 million of oil and gas sales for the year
ended Feb. 28, 2011.

The Company's balance sheet at Feb. 29, 2012, showed $3.15 million
in total assets, $4.40 million in total liabilities and a $1.25
million total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the financial statements for the year ended
Feb. 29, 2012, citing losses from operations and negative
operating cash flows, which raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/aMa444

                        About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.


DELPHI CORP: DPH Seeks Plan Injunction on Antitrust Actions
-----------------------------------------------------------
DPH Holdings Corporation and certain of its debtor affiliates and
Delphi Automotive LLP ask Judge Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York to enforce
the injunction contained in the Modified First Amended Joint Plan
of Reorganization and July 30, 2009 order confirming the Modified
Plan.

The Reorganized Debtors and New Delphi wish to enjoin an antitrust
litigation commenced by various plaintiffs against them, which
actions have been consolidated for pretrial purposes before the
U.S. District Court for the Eastern District of Michigan, Southern
Division, captioned In re Automotive Wire Harness Sys. Antitrust
Litig., Case No. 12-md-02311-MOB.

Plaintiffs in the Antitrust Actions allege that the Reorganized
Debtors and New Delphi, among other defendants, engaged in a
conspiracy to unlawfully fix and artificially raise the prices of
electrical distribution systems used to direct and control
electronic components, wiring and circuit boards in automotive
vehicles, which conspiracy spanned the years 2000 through 2010.

The Reorganized Debtors and New Delphi deny participating in any
alleged conspiracy and are confident that continued litigation of
the Antitrust Actions would exonerate them, Ron E. Meisler, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois
says.  "But, because the actions violate the plan injunctions
entered by the Bankruptcy Court in its Plan Modification Order,
neither the Reorganized Debtors nor New Delphi should be forced to
incur the expense of defending against the Antitrust Actions," he
asserts.

Specifically, the plaintiffs' fact-based allegations against the
Reorganized Debtors and New Delphi are premised entirely on
alleged pre-effective date conduct and conspiracies, Mr. Meisler
points out.  The Bankruptcy Court previously discharged the
Reorganized Debtors of any liability related to or arising from
pre-Effective date conduct, he contends.  Consistent with Sections
363(f) and 1141(c) of the Bankruptcy Code, the Bankruptcy Court
also ordered that New Delphi's purchase of the Reorganized
Debtors' assets would be free and clear of any and all claims --
including without limitation, claims premised on successor
liability or theories of antitrust -- shielding New Delphi of any
claims or liability related to or arising from pre-Effective Date
conduct as well, he asserts.

In accordance with the plan discharge and the Sec. 363 order
memorialized in the Plan Modification Order, the Bankruptcy Court
imposed two injunctions against the prosecution of pre-Effective
Date claims, namely: (i) all persons from prosecuting claims that
were discharged against the Reorganized Debtors; and (ii) all
persons are enjoined from prosecuting those discharged claims
against New Delphi.  In the face of these injunctions, the
antitrust plaintiffs should not be able to proceed at this time
against either New Delphi or the Reorganized Debtors in the
District Court, Mr. Meisler insists.

Absent an order enforcing the plan injunctions, the Plan
Modification Order will unravel "because it would render
meaningless the discharge, free and clear order, and injunction
provisions of the Bankruptcy Court's Plan Modification Order --
three of the order's most essential attributes -- and it would
amount to a determination that New Delphi assumed successor
liability claims along with its purchase of the Reorganized
Debtors' assets," Mr. Meisler maintains.

Judge Drain will consider the joint request on June 14, 2012.
Objections are due no later than June 7.

                       About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective.  A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company,
GM Components Holdings LLC, and DIP Holdco 3, LLC, divides
Delphi's business among three separate parties -- DPH Holdings
LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes DELPHI BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DELPHI CORP: Retirees React to VP Biden's Pension Comments
----------------------------------------------------------
U.S. Vice President Joe Biden's statement in mid-May that most of
Delphi Corp. retirees "did fine" after the Pension Benefit
Guaranty Corporation terminated their pension plans drew flak
from a salaried retirees' group.

Mr. Biden said in a recent speech in Youngstown that the Obama
administration did everything it can to help thousands of Delphi
workers who lost their pension and health care benefits as part
of General Motors Co.'s restructuring, FoxYoungstown.com reported.
"Some of them got hurt, but the vast majority, because of the
federal pension board they have out there to make up differences
when companies go under like this, most did fine," the VP was
quoted as saying.

Mr. Biden believes that the pension matter is now in the PBGC's
hands, the report added.

The Delphi Salaried Retirees Association, in an update posted in
its Web site, complained that they were given less favorable
benefits than union employees during the bailout and GM
restructuring. "Despite Vice President Joe Biden's saying that
'most did fine,' the Delphi salaried retires don't agree,"
according to the post.

On May 17, Congressman Mike Turner called VP Biden's comments as
"naive."

In a May 15 report, David Shepardson of The Detroit News related
that three former administration officials refused to cooperate
with a government investigation into the U.S. Department of the
Treasury's role in the decision of GM to top up the pensions of
Delphi hourly retirees.  They are former auto czar Ron Bloom, and
key auto task force advisors Harry Wilson and Matthew Feldman.

Consequently, Congressman Turner has written to the House
Oversight and Government Reform Committee to interview the three
former officials, the report added.

                       About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective.  A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company,
GM Components Holdings LLC, and DIP Holdco 3, LLC, divides
Delphi's business among three separate parties -- DPH Holdings
LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes DELPHI BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DELPHI CORP: Bid for Disability Benefits Denied on Technicality
---------------------------------------------------------------
Bankruptcy Judge Robert Drain denied James B. Sumpter's request in
Delphi Corp.'s cases regarding extended disability benefits for
salaried employees and salaried retirees.  The bankruptcy judge
determined that the relief must be sought in an adversary
proceeding pursuant to Rule 7001 of the Federal Rules of
Bankruptcy Procedure.

Likewise, Judge Drain denied Mr. Sumpter's related request for
preliminary injunction, as the relief in the Injunction Motion
must be sought in an adversary proceeding pursuant to Bankruptcy
Rule 7001.

If Mr. Sumpter seeks relief within an adversary proceeding and
the Court determines that to grant that relief it must disregard
a final order or orders of the Court previously determined
against Mr. Sumpter, Mr. Sumpter may be subject to sanctions.

Per the Court's directive, Cynthia J. Haffey, Esq., at Butzel
Long, in Detroit, Michigan, submitted proposed orders denying Mr.
Sumpter's Motions, on the basis that the relief must be sought in
an adversary proceeding.

Judge Drain signed the proposed orders on May 1, 2012.

                       About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective.  A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company,
GM Components Holdings LLC, and DIP Holdco 3, LLC, divides
Delphi's business among three separate parties -- DPH Holdings
LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes DELPHI BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DELPHI CORP: Ontario Specialty Files Late Admin. Claim
------------------------------------------------------
Ontario Specialty Contracting, Inc. asks U.S. Bankruptcy Judge
Drain to allow its administrative claim pursuant to Section
503(b)(1)(A) of the Bankruptcy Code.

In October 2009, Ontario Specialty filed its proof of claim for
$288,751, plus interest, in relation to demolition and related
postpetition services provided to Delphi.  The Debtors objected
to the Claim, stating "books and records of claim" as reason for
the objection.  At no time did the Reorganized Debtors assert any
objection based upon the timelessness of the filing of the Claim,
asserts John E. Jureller, Esq., at Kledstadt & Winters, LLP, in
New York.  Notably, the notice of deadline to file motion for
leave to file late administrative claim was the fist time the
Reorganized Debtors have asserted that the Claim was untimely, he
argues.  However, any purported objection fails to comply with the
Modified First Amended Joint Plan of Reorganization, which
required any objection to an administrative claim to be filed
within 180 days of the Final Administrative Claims Bar Date of
November 5, 2009, he insists.

In the alternative, if the Court finds that the Claim was subject
to the July 15, 2009 Initial Administrative Claim Bar, then
Ontario Specialty seeks leave to file a late administrative
expense claim pursuant to Rule 9006(b) of the Federal Rules of
Bankruptcy Procedure.

Mr. Jureller reasons that Ontario Specialty has no record of
receiving any notice informing them of the Initial Administrative
Claim Bar Date.  He further explains that Ontario Specialty's
failure to comply with the Initial Administrative Claim Bar Date
Order, if applicable, was due to the fact that per the purchase
order's terms it was still determining the equitable adjustment
of price, which would ultimately be the basis for the Claim.  He
assures the Court that the length of the delay is insignificant
and the allowance of the Claim will have no impact on these
judicial proceedings.

                   Reorganized Debtors Object

Counsel to the Reorganized Debtors, John K. Lyons, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois,
asserts that Ontario Specialty conveniently omitted the provision
of the Modified Plan, which says that any requests for payment of
an administrative claim that is not timely filed and served will
"be disallowed automatically without the need for any objection
from the Debtors or Reorganized Debtors."

Not only did the Reorganized Debtors "expressly reserve the right
to amend, modify, or supplement [the] Forty-Third Omnibus Claims
Objection," but the Reorganized Debtors were not required to
object to the Claim as untimely per the Modified Plan, Mr. Lyons
contends.  That the Reorganized Debtors followed the late claim
protocol established by the Court -- requiring Ontario Specialty
to show "excusable neglect" before an untimely administrative
expense claim is allowed -- neither obviates the need for Ontario
to establish excusable neglect nor requires the Reorganized
Debtors to have previously objected to the Administrative Expense
Claim on the grounds that the claim was untimely filed, he
maintains.

                       About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective.  A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company,
GM Components Holdings LLC, and DIP Holdco 3, LLC, divides
Delphi's business among three separate parties -- DPH Holdings
LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes DELPHI BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DELTA AIR: Moody's Keeps 'B2' Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family and
Probability of Default ratings assigned to Delta Air Lines, Inc.,
as well as most of its ratings assigned to debt obligations or
enhanced equipment trust certificates of the company. However,
Moody's downgraded its ratings assigned to the 2007 Series
Enhanced Equipment Trust Certificates ("EETCs") of Delta or
Northwest Airlines, Inc. because of increases in the rating
agency's estimates of these transaction's loan-to-value (LTV)
ratios. The resulting LTVs are now more in line with those of
other EETCs issued by Delta and other carriers. Moody's also
raised its ratings on Delta's senior secured 2nd lien notes due
2015 to B1 from B2 and on the company's unsecured industrial
revenue bonds to B3 from Caa1 because of recent changes in the
company's debt capital structure, including a significant increase
in its unfunded pension obligation, and the application of Moody's
Loss Given Default Rating Methodology. The outlook is stable.

Downgrades:

  Issuer: Delta Air Lines, Inc.

    Senior Secured Enhanced Equipment Trust, Downgraded to a
    range of B1 to Baa2 from a range of Ba3 to Baa1

  Issuer: Northwest Airlines, Inc.

    Senior Secured Enhanced Equipment Trust, Downgraded to Baa2
    from Baa1

Upgrades:

  Issuer: Clayton County Development Authority, GA

    Senior Unsecured Revenue Bonds, Upgraded to B3, LGD5, 75%
    from Caa1, LGD5, 77 %

  Issuer: Delta Air Lines, Inc.

    Senior Secured Regular Bond/Debenture, Upgraded to B1, LGD3,
    43% from B2, LGD3, 49%

    Senior Secured Bank Credit Facility, Upgraded to LGD2, 18%
    from a range of LGD2, 21 % to LGD2, 19 %

Ratings Rationale

The B2 corporate family rating reflects Delta's leading position
in the global passenger airline sector and key credit metrics that
approximate the medians for the B2 rating category. Moody's
believes that Delta will maintain profitability in 2012 and
generate a similar level of free cash flow as it did in 2011,
notwithstanding upcoming increases in pilot compensation with the
recent, tentatively approved contract. However, Moody's
anticipates that the recent double-digit increases in passenger
revenue per available seat mile are not sustainable going forward
because of more difficult comparisons as 2012 progresses and
potential headwinds from the uncertain outlook for global economic
growth. Good liquidity, in excess of $5 billion including
revolving credit facilities that impose no conditions for drawings
and a manageable maturity profile support the B2 rating, although
Delta chooses to hold less cash as a percent of revenue than a
number of its peers. The ratings also consider the manageable
level of capital spending even as the B737-900ERs begin to deliver
from 2013 and that pressure on labor costs will remain manageable.

The stable outlook reflects Moody's belief that Delta can maintain
its credit metrics and liquidity at levels supportive of the B2
rating notwithstanding any sustained pressure on fuel prices and
potential softening of demand if global economic growth should
remain muted.

The downgrades of the ratings on Delta's 2007-1 EETC, and the A-
tranche on the Northwest 2007-1 EETC reflect Moody's view that the
market values of the aircraft that serve as collateral for these
financings have fallen to levels that make the loans-to-value no
longer supportive of the extra notching that these transactions
have had. The downgrades align the ratings of the respective
tranches with those of the other of Delta's EETCs that Moody's
rates with aircraft of similar age and quality including 2011-1
and 2012-1. The collateral in the Delta 2007-1 is well diversified
and vital to Delta's operations, and includes 11 Boeing B737-800s,
4 B767-300ERs, 14 B767-400ERs, and 7 B777-200ERs. The vintages of
these aircraft range from 1998 to 2002. Twenty-seven 2008 vintage
Embraer ERJ-175s serve as collateral for the Series 2007-1 EETC
originally issued by Northwest Airlines.

The principal methodology used in rating Delta was the Global
Passenger Airlines Industry Methodology published in May 2012 and
Enhanced Equipment Trust And Equipment Trust Certificates Industry
Methodology published in December 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009
(and/or) the Government-Related Issuers methodology published in
July 2010.

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


DEWEY & LEBOEUF: Has Two Official Committees
--------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, on
Thursday established two official committees in the Dewey &
LeBoeuf LLP bankruptcy case: a committee of trade creditors and
another consisting of former partners of the firm.

The Official Committee of Unsecured Creditors has three members:

          1. HireCounsel
             c/o Mestel & Company
             575 Madison Avenue
             New York, NY 10022
             Attn: Lynn Mestel, Esq.

          2. Inta Boro Acres Inc.
             88-19 101 St. Avenue
             Ozone Park, NY 11416
             Attn: Iqbal Ali, President

          3. Fidelity National Capital, Inc
             d/b/a Winthrop Capital
             11100 Wayzata Boulevard, Suite 800
             Minnetonka, MN 55305
             Attn: Abigail R. Nesbitt

The Official Committee of Former Partners has four members:

          1. David Bicks
             c/o Duane Morris
             1540 Broadway
             New York, NY 10036

          2. Cameron F. MacRae
             c/o Duane Morris
             1540 Broadway
             New York, NY 10036

          3. John S. Kinzey
             3314 West End Ave, Unit 601
             Nashville, TN 37203

          4. John P. Campo
             c/o Troutman Sanders LLP
             405 Lexington Avenue
             New York, NY 10174

Meanwhile, pension plan retirees have also formed their own group.
The Ad Hoc Committee of LeBoeuf 1990 Pension Plan Retirees is
represented in the case by:

             Eric Lopez Schnabel, Esq.
             Jessica D. Mikhailevich, Esq.
             DORSEY & WHITNEY LLP
             51 W. 52nd Street
             New York, NY 10019
             Telephone: (212) 415-9200
             Facsimile: (212) 953-7201
             E-mail: schnabel.eric@dorsey.com
                     mikhailevich.jessica@dorsey.com

                  - and -

             Annette Jarvis, Esq.
             Peggy Hunt, Esq.
             DORSEY & WHITNEY LLP
             Kearns Building
             136 South Main Street, Suite 1000
             Salt Lake City, UT 84101-1655
             Telephone: (801) 933-7360
             Facsimile: (801) 933-7373
             E-mail: jarvis.annette@dorsey.com
                     hunt.peggy@dorsey.com

Thursday's edition of the Troubled Company Reporter noted the
former partners' formation of an ad hoc group, which hired Tracy
L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

                       About Dewey & LeBoeuf

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

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

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

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

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

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


DLR KREDIT: Moody's Downgrades Issuer Rating to 'Ba1'
-----------------------------------------------------
Moody's Investors Service has downgraded the covered bonds issued
by DLR Kredit A/S (DLR) out of Capital Centre B and the General
Capital Centre, to A2 from Aa1 on review for downgrade. These
downgrades were prompted by the downgrade on May 30, 2012 of DLR's
issuer rating to Ba1 from Baa1 on review for downgrade.

Ratings Rationale

The rating actions follow Moody's downgrade of DLR's issuer rating
to Ba1 from Baa1 on review for downgrade.

The three notch downgrade of the issuer rating negatively affected
the covered bonds through its impact on both the expected loss
analysis and timely payment analysis. The timely payment analysis
has been the primary driver of the rating action.

A) TIMELY PAYMENT INDICATOR (TPI) FRAMEWORK: The TPI, which limits
the covered bond rating to a certain number of notches above the
issuer rating, has constrained the covered bond ratings of both
DLR capital centres. The combination of the Ba1 issuer rating and
the TPI of "Probable-High" assigned to each programme has
constrained the rating of DLR's covered bonds to A2. On this basis
covered bonds from both capital centres have a TPI Leeway of zero
notches, implying that the covered bonds might be downgraded if
the issuer's rating is downgraded, all other variables being
equal.

B) EXPECTED LOSS ANALYSIS:

-- DLR's CREDIT STRENGTH

In general, the issuer's credit strength is incorporated into
Moody's covered bond assessment. Therefore, any downgrade of the
issuer's rating will increase the expected loss on the covered
bonds. However, given the level of over-collateralisation in both
capital centres, this rating action has not been driven by Moody's
expected loss analysis.

The new minimum over-collateralisation (OC) level consistent with
the covered bond ratings are as follows:

- DLR Capital Centre B, covered bonds rated A2: 12.5%

- DLR General Capital Centre, covered bonds rated A2: 6.0%

The in-place OC in both capital centres is consistent with the
newly positioned ratings and Moody's notes that DLR provides 10.5%
OC in "committed" form. Moody's considers OC to be "committed" if
the issuer's discretion to remove this is sufficiently restricted,
and in its analysis limits the value of OC that is "voluntary"
once the issuer is rated below A3.

-- COLLATERAL RISK ASSESSMENT FOR AGRICULTURAL LOANS

For the DLR's covered bonds, Moody's has also increased its
collateral risk assessment, recognising the credit challenges
faced by Danish covered bonds with agricultural loan exposures.
For further information on these challenges, please refer to the
special comment "Danish Bank Creditors and Covered Bonds:
Agricultural Loans Contribute to Credit Challenges," published on
8 May, 2012.

The cover pool losses detailled below for both capital centres are
based on Moody's most recent assessment and are an estimate of the
losses Moody's currently models if the relevant issuer defaults.
Cover pool losses can be split between market risk and collateral
risk. Market risk measures losses as a result of refinancing risk
and risks related to interest-rate and currency mismatches (these
losses may also include certain legal risks). Collateral risk
measures losses resulting directly from the credit quality of the
assets in the cover pool. Collateral risk is derived from the
collateral score.

The cover pool losses of DLR Capital Centre B covered bonds are
29.0%, with market risk of 13.8% and collateral risk of 15.2%; the
collateral score for this programme is currently 22.6%. The cover
pool losses of DLR General Capital Centre covered bonds are 20.6%,
with market risk of 7.2% and collateral risk of 13.4%; the
collateral score for this programme is currently 20.0%.

For further details on cover pool losses, collateral risk, market
risk, collateral score and TPI Leeway across covered bond
programmes rated by Moody's please refer to "Moody's EMEA Covered
Bonds Monitoring Overview," published quarterly. These figures are
based on the latest data that has been analysed by Moody's and are
subject to change over time. These numbers are typically updated
quarterly in Performance Overviews published by Moody's.

Covered bond ratings are determined after applying a two-step
process: an expected loss analysis and a TPI framework analysis.

- EXPECTED LOSS: Moody's determines a rating based on the
expected loss on the bond. The primary model used is Moody's
Covered Bond Model (COBOL), which determines expected loss as (i)
a function of the issuer's probability of default (measured by the
issuer's rating); and (ii) the stressed losses on the cover pool
assets following issuer default.

- TPI FRAMEWORK: Moody's assigns a timely payment indicator
(TPI), which ranges on a six-notch scale from "Very High" to "Very
Improbable." The TPI indicates the likelihood that timely payment
will be made to covered bondholders following issuer default. The
effect of the TPI framework is to limit the covered bond rating to
a certain number of notches above the issuer's rating.

The robustness of a covered bond rating largely depends on the
issuer's credit strength. A multi-notch downgrade of the covered
bonds might occur in certain limited circumstances, such as (i) a
sovereign downgrade that negatively affects both the issuer's
senior unsecured rating and the TPI; (ii) a multi-notch downgrade
of the issuer; or (iii) a material reduction of the value of the
cover pool.

As the euro area crisis continues, the covered bond ratings remain
exposed to the uncertainties of credit conditions in the general
economy. The deteriorating creditworthiness of euro area
sovereigns as well as the weakening credit profile of the global
banking sector could negatively affect the ratings of covered
bonds.

Rating Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating Covered Bonds," published in March 2010.

The rating assigned by Moody's addresses the expected loss posed
to investors. Moody's ratings address only the credit risks
associated with the transaction. Other non-credit risks have not
been addressed, but may have a significant effect on yield and to
investors.


DYNASTY DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Dynasty Development Group, LLC
        dba Paradise Bay Hotel & Casino
        3611 Lindell Road, Suite 201
        Las Vegas, NV 89103

Bankruptcy Case No.: 12-16334

Chapter 11 Petition Date: May 29, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

About the Debtor: Dynasty Development previously sought Chapter 11
          protection (Bankr. S.D. Miss. Case NO. 11-50997) on
          April 29, 2011, disclosing $5.22 million in assets and
          $1.78 million in liabilities in its schedules.   The
          lenders led by DDJ Capital Management, LLC, sought
          dismissal of that bankruptcy case, citing that the
          filing was made to avoid obligations in a civil action.

Debtor's Counsel: J. Taylor Oblad, Esq.
                  THE OBLAD LAW GROUP, LTD.
                  3611 Lindell, Suite 201
                  Las Vegas, NV 89103
                  Tel: (702) 241-2613
                  E-mail: tayloroblad@hotmail.com

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

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

The petition was signed by Eric L. Nelson, manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
DDJ Capital Management, LLC        --                   $1,000,000
141 Linden Street, Suite S-4
Wellesley, MA 02482

Grotta Financial Partnership       --                   $1,000,000
811 Shetland Road
Las Vegas, NV 89107

Harold W. Duke                     --                     $400,000
P.O. Box 843
Greenville, MS 38702-0843

Banone, LLC                        --                     $289,845
3611 Lindell Road, Suite 201
Las Vegas, NV 89103

Lana R. Martin                     Loan                   $187,500

Robert A. Martin                   Loan                   $187,500

Mike Branch                        --                      $10,780

Watkins Ludlam Winter & Stennis,   --                      $46,905
P.A.

Aleda Nelson                       --                      Unknown

Allen Gilbert                      --                      Unknown

Allen Godfrey                      --                      Unknown

Bingham McCutchen, LLP             --                      Unknown

Brigette Louis Alanis Trust        --                      Unknown

Cal Nelson                         --                      Unknown

CanPartners Investments IV         --                      Unknown

Carl W. McKinzie                   --                      Unknown

Carlene Gutierrez                  --                      Unknown

Charles and Adele Thurnher Living  --                      Unknown
Trust

Cliff McCarlie                     --                      Unknown

Cure Land Company                  --                      Unknown


DYNEGY HOLDINGS: Young Conaway Represents Independent Manager
-------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan authorized Dynegy Holdings
LLC to employ Young Conaway Stargatt & Taylor LLP as counsel to
David Hershberg who was appointed as the company's "independent"
manager.

The bankruptcy court granted the Debtors' application despite an
objection from CQS DO S1 Limited.  The Dynegy creditor sees the
employment of Young Conaway as improper, arguing Dynegy Holdings
did not ask for and receive court approval to appoint Mr.
Hershberg.

In response, Dynegy Holdings said DO S1's argument that the
company needs the bankruptcy court's approval is not supported by
U.S. bankruptcy law.

The same was echoed by the Official Committee of Unsecured
Creditors, which argued that the appointment of Mr. Hershberg was
an "appropriate exercise of corporate governance that does not
require explicit court approval."

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE:
DYN) -- http://www.dynegy.com/-- produces and sells  electric
energy, capacity and ancillary services in key U.S. markets.  The
power generation portfolio consists of approximately 12,200
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a group of
investors holding more than $1.4 billion of senior notes issued by
Dynegy's direct wholly-owned subsidiary, Dynegy Holdings,
regarding a framework for the consensual restructuring of more
than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY HOLDINGS: Investor Sues Over $1.7-Bil. Asset Sale
--------------------------------------------------------
A current investor in Dynegy Inc. shares filed a lawsuit against
members of the board of directors of Dynegy Inc. in connection
with the company's $1.7 billion asset transfer in an internal
restructuring.

The plaintiff alleges that defendants breached their fiduciary
duties owed to shareholders failing to inform investors that one
of Dynegy's wholly-owned subsidiaries fraudulently transferred
ownership in an indirectly owned subsidiary directly to Dynegy
Inc.

In September 2011, Dynegy Inc. announced that it has acquired
direct ownership of Dynegy Coal Holdco, LLC, the indirect parent
of Dynegy's subsidiary Dynegy Midwest Generation, LLC.  Dynegy
Inc. said that as announced in August 2011, Dynegy Inc.
established Dynegy Midwest Generation, LLC as part of an internal
restructuring designed to increase flexibility and optimize asset
value by creating separate coal-fueled and gas-fueled power
generation units, for which $1.7 billion in stand alone first lien
financings were obtained.

Dynegy Inc. said the transfer of Dynegy Coal Holdco, LLC will help
Dynegy Inc. delever its consolidated balance sheet by facilitating
one or more potential transactions, which are currently under
consideration by the Finance and Restructuring Committee of the
Board.

In December 2011, Dynegy Inc. announced that Dynegy Inc. and
Dynegy Holdings, LLC file proposed Chapter 11 Plan of
reorganization for Dynegy Holdings, LLC

However, on March 9, 2012, the Chapter 11 examiner in the
bankruptcy cases of Dynegy Holdings, LLC and its debtor affiliates
issued a report.  In the executive summary the examiner said,
among other things, that he concluded that the conveyance of
Dynegy Midwest Generation, LLC to Dynegy Inc. was an actual
fraudulent transfer and, assuming that Dynegy Holdings was
insolvent on the date of the transfer (approximately two months
before the bankruptcy filing), a constructive fraudulent transfer,
and a breach of fiduciary duty by the board of directors of Dynegy
Holdings.

The plaintiff says Dynegy executives failed to disclose that
Dynegy Holdings was insolvent or on the brink of insolvency at the
time of the transaction, that the value of the transaction was
substantially less than $1.25 billion, and that the acquisition of
the direct ownership of Coal Holdco was fraudulent.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE:
DYN) -- http://www.dynegy.com/-- produces and sells  electric
energy, capacity and ancillary services in key U.S. markets.  The
power generation portfolio consists of approximately 12,200
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a group of
investors holding more than $1.4 billion of senior notes issued by
Dynegy's direct wholly-owned subsidiary, Dynegy Holdings,
regarding a framework for the consensual restructuring of more
than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY HOLDINGS: Case Shows Value of Covenants, Says Fitch
----------------------------------------------------------
The Dynegy Holdings, LLC corporate reorganization moves and
bankruptcy case events demonstrate the value of protective
covenants for bondholders, according to a report from Fitch
Ratings.

The lack of covenants in DH's unsecured notes enabled the 2011
corporate restructuring transactions, including the coal asset
transfers from DH to parent company, Dynegy, Inc. that were later
deemed fraudulent by a bankruptcy court examiner based on the
presumption that the company was insolvent at the time.

Fitch notes also that DH's bankruptcy provides an example of
effective ring-fencing in practice, which enabled the parent
company and the coal and gas units to remain outside of the DH
bankruptcy.  Payments on the senior secured loans at the coal and
gas subsidiaries were unaffected by the DH bankruptcy.

Fitch's prior published analysis assigned a Recovery Rating
of 'RR3' for DH's senior unsecured notes, reflecting a likely
recovery of between 51%-70%.  Fitch based its estimate on the
value of the coal and gas assets and excluded any potential
unsecured claim distributions from the sale of two plants,
(Roseton and Danskammer), which is a component of the settlement
reached May 2, 2012.

The settlement would also undo the coal asset transfers and a
conforming amended plan of reorganization could clear the way for
an exit from bankruptcy if the settlement is approved by the
bankruptcy court and the requisite majority of unsecured
creditors.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE:
DYN) -- http://www.dynegy.com/-- produces and sells electric
energy, capacity and ancillary services in key U.S. markets.  The
power generation portfolio consists of approximately 12,200
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a group of
investors holding more than $1.4 billion of senior notes issued by
Dynegy's direct wholly-owned subsidiary, Dynegy Holdings,
regarding a framework for the consensual restructuring of more
than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY INC: Has $21 Million Operating Loss in First Quarter
-----------------------------------------------------------
Dynegy Inc. announced a $(21) million operating loss for its
consolidated operations, which included Dynegy Inc. and the Coal
segment, for the first quarter of 2012 compared to an operating
loss of $(49) million for the same period in 2011, which included
all segments.  These results included pre-tax, unrealized, net
mark-to-market gains of $30 million ($30 million after-tax) and $3
million ($2 million after-tax) during the quarters ended March 31,
2012 and 2011, respectively.

First quarter 2012 Adjusted EBITDA for the enterprise, which
included all segments, was $24 million, including a $(15) million
loss attributable to DNE, compared to $87 million for the same
period in 2011.  A $97 million decline in energy margin and
capacity revenues, influenced by lower market prices and gas and
power basis premium differentials, more than offset a $26 million
decrease in operating and general and administrative expenses,
leading to the quarter-over-quarter reduction in Adjusted EBITDA.
The net loss for the quarter ended March 31, 2012 totaled $(58)
million for its consolidated operations, which included only
Dynegy Inc. and the Coal segment due to the November 7, 2011
deconsolidation of Dynegy Holdings (DH) and its wholly owned
subsidiaries, compared to a net loss of $(77) million for the
first quarter 2011, which included all segments.

"Our operating performance for the first quarter 2012 achieved
significantly higher capacity factors in a particularly difficult
commodity environment along with weaker demand resulting from
unusually warm winter weather," said Robert C. Flexon, Dynegy
President and Chief Executive Officer.  "Our gas fleet ran at
historically high capacity factors and had the highest generation
levels in over a decade due to coal-to-gas generation switching
while our Illinois-based coal fleet generation declined slightly
with the unseasonably mild weather.  The Company also made a
significant step forward in our corporate restructuring efforts by
working productively with our major creditors leading to the
Settlement Agreement that was filed with the bankruptcy court on
May 1, 2012."

As of May 4, 2012, Dynegy's available liquidity, including the
liquidity of DH and its subsidiaries which were deconsolidated
effective November 7, 2011, was $983 million which included $726
million in unrestricted cash and cash equivalents, $17 million in
letter of credit availability and $240 million in restricted cash
available for collateral posting purposes.

Cash flow used in operations for the quarter ended March 31, 2012,
which excludes the impact of cash flow from DH and its
consolidated subsidiaries due to the deconsolidation, was $(20)
million, as compared to cash flow from operations for the first
quarter of 2011 of $83 million.  The decrease is primarily due to
the deconsolidation of DH, which includes our Gas and DNE
segments, lower margins in our Coal segment due to an approximate
22% decrease in realized prices, as well as higher cash outflows
in 2012 related to restructuring efforts.  Enterprise cash flow
from operations was $(165) million for the quarter primarily due
to a $98 million outflow in cash collateral which was more than
offset by collateral inflows accounted for in cash flow from
investing.

Cash flow provided by investing activities, which excludes the
impact of cash flow from DH and its consolidated subsidiaries
due to the deconsolidation, totaled $35 million during the first
quarter 2012, which includes $58 million in returned collateral,
compared to cash flow used by investing activities of $(47)
million during the same period in 2011, which included all
segments.  During the first quarter of 2012, capital expenditures
totaled $23 million, including $3 million in maintenance capital
expenditures and $20 million in environmental capital
expenditures, the latter of which reflects the Company's
continuing investment in environmental upgrades under the Consent
Decree.  During the first quarter of 2011, capital expenditures
totaled $66 million, with $25 million in maintenance capital
expenditures and $41 million in environmental capital
expenditures.  Other quarter-over-quarter increases in cash flow
from investing activities are due to short-term investments of
cash being made during the first quarter of 2011.  During the
first quarter 2012, enterprise cash flow from investing benefited
from a $206 million increase related to the release of previously
restricted cash as the company reduced the excess capacity under
its cash-backed letter of credit facilities during the quarter.

                          PRIDE Update

Dynegy initiated a cost and performance improvement initiative
known as PRIDE (Producing Results through Innovation by Dynegy
Employees) during 2011.  During the first quarter 2012, Dynegy
captured $8 million in incremental operating margin and cost
improvements and $64 million in incremental liquidity from balance
sheet improvements due to PRIDE initiatives.  First quarter
recurring fixed operating costs for the enterprise were $112
million in 2012 versus $138 million for the same period last year,
while recurring General and Administrative costs for the
enterprise declined $4 million to $24 million in the current
quarter as compared to the prior year.  The majority of these
reductions are associated with the numerous PRIDE initiatives
taken and underway.  Total PRIDE related contributions for 2012
are expected to include margin and cost improvements of $39
million and balance sheet improvements of $100 million which will
result in a total of $109 million in margin and cost improvements
and $476 million in balance sheet improvements since the PRIDE
program inception.  Dynegy continues to use the PRIDE initiative
to improve our operating performance, cost structure and balance
sheet and to drive recurring cash flow benefits.

                      Restructuring Update

On May 1, 2012, the Company, DH, certain other subsidiaries of the
Company and certain material creditors of DH entered into a
Settlement Agreement and a Plan Support Agreement.  The Settlement
Agreement was filed with and is subject to bankruptcy court
approval.  The Plan Support Agreement envisions a significantly
stronger balance sheet for the Company upon completion of the
restructuring.  The Company will have reduced debt and lease
obligations by over $4 billion and expects net debt at completion
of the restructuring to be approximately $600 million. A hearing
on the Settlement Agreement has been scheduled for June 1, 2012.
The Plan Support Agreement contemplates the filing of a revised
Plan and Disclosure Statement by May 30, 2012 and the completion
of the restructuring by September 28, 2012.

                Investor Conference Call/Webcast

Dynegy discussed its first quarter 2012 financial results during
an investor conference call and webcast May 10, 2012, at 10 a.m.
ET/9 a.m. CT.

A full-text copy of Dynegy's First Quarter 2012 Financial
Results filed on Form 10-Q with the U.S. Securities and Exchange
Commission is available for free at http://is.gd/T4gKUU

                            Dynegy Inc.
        (Unaudited) Condensed Consolidated Balance Sheets
                       As of March 31, 2012
                           (in millions)

ASSETS
Cash and cash equivalents                                  $410
Restricted cash                                              72
Accounts receivable, net of allowance for
doubtful accounts of $19 and $19, respectively               5
Accounts receivable, affiliates                              30
Inventory                                                    70
Assets from risk-management activities                      119
Assets from risk-management activities,
affiliates                                                   8
Deferred income taxes                                         -
Broker margin account                                         9
Prepayments and other current assets                         19
                                                 --------------
Total Current Assets                                        742

Property, Plant and Equipment                             4,763
Accumulated depreciation                                 (1,449)
                                                 --------------
Property, Plant and Equipment, Net                        3,314

Other Assets
Unconsolidated investment                                     -
Restricted cash                                              42
Assets from risk-management activities                        -
Assets from risk-management activities,
affiliates                                                   1
Other long-term assets                                       13
                                                 --------------
Total Assets                                             $4,112
                                                 ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable                                            $11
Accounts payable, affiliates                                 24
Accrued interest, affiliates                                 32
Accrued liabilities & other current liabilities              40
Liabilities from risk-management activities                  86
Liabilities from risk-management activities,
affiliates                                                   3
Current portion of long-term debt                             4
                                                 --------------
Total Current Liabilities                                   200

Long-term debt                                              582
Long-term debt to affiliates                              1,250
                                                 --------------
Long-Term Debt                                            1,832

Other Liabilities
Accounts payable, affiliates                                864
Liabilities from risk-management activities                   4
Deferred income taxes                                         -
Other long-term liabilities                                 153
                                                 --------------
Total Liabilities                                         3,053

Commitments and Contingencies
Stockholders' Equity
Common Stock                                                  1
Additional paid-in capital                                6,079
Subscriptions receivable                                     (2)
Accumulated other comprehensive loss, net of tax            (50)
Accumulated deficit                                      (4,899)
Treasury stock                                              (70)
                                                 --------------
Total Stockholders' Equity                                1,059
                                                 --------------
Total Liabilities and Stockholders' Equity               $4,112
                                                 ==============

                          Dynegy Inc.
   (Unaudited Condensed Consolidated Statements of Operations
           For the Three Months Ended March 31, 2012
                         (in millions)

Revenues                                                   $177
Cost of sales                                               (86)
                                                 --------------
Gross margin, exclusive of depreciation                      91
Operating & maintenance expense, exclusive
of depreciation                                            (39)
Depreciation and amortization expense                       (50)
General and administrative expenses                         (23)
                                                 --------------
Operating loss                                              (21)

Losses from unconsolidated investment                         -
Interest expense                                            (37)
Other income and expense, net                                 -
                                                 --------------
Loss before income taxes                                    (58)
Income tax benefit                                            -
                                                 --------------
Net loss                                                   ($58)
                                                 ==============


                          Dynegy Inc.
  (Unaudited) Condensed Consolidated Statements of Cash Flows
            For the Three Months Ended March 31, 2012
                         (in millions)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                   ($58)
Adjustments to reconcile net loss to net cash
flows from operating activities:
Depreciation and amortization                               51
Risk-management activities                                 (28)
Risk management activities, affiliates                      (1)
Deferred income taxes                                        -
Other                                                        1
Changes in working capital:
Accounts receivable                                         1
Inventory                                                 (13)
Broker margin account                                       1
Prepayments and other assets                                -
Accounts payable and accrued liabilities                   (4)
Affiliate transactions                                     29
Changes in non-current assets                                -
Changes in non-current liabilities                           1
                                                 --------------
Net cash provided by (used in)
operating activities                                       (20)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                        (23)
Maturities of short-term investments                          -
Purchases of short-term investments                           -
Changes in restricted cash and investments                   58
Other investing                                               -
                                                 --------------
Net cash provided by (used in)
investing activities                                        35

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of borrowings                                     (1)
Net proceeds from issuance of capital stock                   -
                                                 --------------
Net cash provided by (used in)
financing activities                                        (1)
                                                 --------------
Net increase in cash & cash equivalent                       14
Cash & cash equivalents, beginning                          396
                                                 --------------
Cash & cash equivalents, end                               $410
                                                 ==============

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE:
DYN) -- http://www.dynegy.com/-- produces and sells  electric
energy, capacity and ancillary services in key U.S. markets.  The
power generation portfolio consists of approximately 12,200
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a group of
investors holding more than $1.4 billion of senior notes issued by
Dynegy's direct wholly-owned subsidiary, Dynegy Holdings,
regarding a framework for the consensual restructuring of more
than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


ELEPHANT TALK: Files Form S-3; Registers $75 Million Securities
---------------------------------------------------------------
Elephant Talk Communications Corp. filed with the U.S. Securities
and Exchange Commission a Form S-3 relating to the offer and sale
from time to time, in one or more series, of $75 million common
stock, preferred stock, debt securities, warrants, rights and
units.

The Company's common stock is traded on the NYSE AMEX under the
symbol "ETAK."  As of May 7, 2012, the aggregate market value of
the Company's outstanding common stock held by non-affiliates is
approximately $132 million, based on 113,986,233 shares of
outstanding common stock, of which approximately 72,202,959 shares
are held by non-affiliates, and a per share price of $ 1.83 based
on the closing sale price of the Company's common stock on May 7,
2012.

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

                        http://is.gd/0hy7bB

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

The Company reported a net loss of $25.31 million in 2011, a net
loss of $92.48 million in 2010, and a net loss of $17.29 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $54.23
million in total assets, $21.95 million in total liabilities and
$32.28 million in total stockholders' equity.


FAYETTEVILLE-FLOYD: Bankruptcy Stays Trenthem Lawsuit
-----------------------------------------------------
JAMES W. TRENTHEM, III, and NISA TRENTHEM, as Husband and Wife;
and SHANE FAULKNER, Plaintiffs, v. FAYETTEVILLE-FLOYD GAS COMPANY,
INC. formerly known as DAVID H. ARRINGTON OIL & GAS, INC.,
Defendant, No. 4:10CV01528 JLH (E.D. Ark.), has been stayed
pending resolution of or relief from the bankruptcy proceeding
initiated by Fayetteville-Floyd Gas.

Fayetteville-Floyd Gas Company, Inc., formerly known as David H.
Arrington Oil and Gas, Inc., advised the District Court it filed a
voluntary Chapter 11 bankruptcy petition in the United States
Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division.  District Judge J. Leon Holmes, who oversees the
District Court action, directed the Clerk of the Court to
terminate the action administratively.  Any party may move to
reopen the case within 30 days after final resolution of the
bankruptcy proceedings or within 30 days after the bankruptcy
court has granted relief from the automatic stay.

A copy of the Court's May 25, 2012 Order is available at
http://is.gd/VLB0W4from Leagle.com.


GATEWAY CENTER: To Surrender Property to Mortgage Noteholder
------------------------------------------------------------
Mark Basch at Daily Record, citing court documents, reports that
Gateway Center Economic Development Partnership Ltd. agreed to
"surrender" the property to Gateway Retail Center LLC of Miami
Beach.

According to the report, Gateway Retail Center filed a foreclosure
suit in Duval County Circuit Court in February against the mall's
ownership group after acquiring the mortgage note on the property
from Wells Fargo Bank.  With that case still pending, the Gateway
Center partnership filed for Chapter 11 bankruptcy on May 3.  The
partnership said in court filings that it filed for bankruptcy
because of an "impasse" with Gateway Retail Center over its
mortgage debt of $15.1 million.

The report notes two firms controlled by developer Carlton Jones
own about 70.7% of the Gateway Center partnership, court documents
show.  There are 21 limited partners.  Frank Keasler, an attorney
representing Mr. Jones' firms, said Mr. Jones agreed to the
settlement to avoid a long legal battle over the property.

The report adds attorneys for the Gateway Center partners
announced the agreement to surrender the property at a May 16
bankruptcy court hearing and asked to dismiss the case.  U.S.
Bankruptcy Judge Paul Glenn agreed to the dismissal on that day.

Based in Jacksonville, Florida, Gateway Center Economic
Development Partnership, LTD, filed for Chapter 11 protection on
May 3, 2012 (Bankr. MD. Fla. Case No. 12-03038).  Nina M. LaFleur,
Esq., at LaFleur Law Firm, represents the Debtor.  The Debtor
estimated both assets and debts of between $10 million and
$50 million.


GAVILON GROUP: Moody's Reviews Ba3 Corp Family Rating for Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed The Gavilon Group LLC's Ba3
Corporate Family Rating (CFR), Ba2 ABL credit facility rating and
Ba3 senior secured term loan rating under review for upgrade
following the announcement that the company has signed a
definitive agreement to be acquired by Marubeni Corporation
(Marubeni, Baa2 stable). The total transaction value is $5.7
billion including $2.1 billion of debt to at Gavilon. Closing of
the transaction is expected in the third quarter of 2012, but is
subject to the receipt of regulatory approvals.

"The acquisition by Marubeni would be positive from a credit
standpoint even if Marubeni doesn't guarantee the debt as Gavilon
would have a strategic owner with access to substantial capital,"
said John Rogers, a Senior Vice President at Moody's.

Moody's current ratings on The Gavilon Group LLC. are:

Corporate Family Rating, Ba3 on watch for upgrade.

Probability of Default Rating, Ba3 on watch for upgrade.

$2.75 billion senior secured asset based revolving credit facility
due 2014, Ba2 (LGD3, 41%) $775 million senior secured term loan
due 2014, Ba3 (LGD3, 54%)

Rating Rationale

The review for upgrade will consider whether Marubeni guarantees
or otherwise contractually supports Gavilon's outstanding debt, as
well as potential changes to the capital structure subsequent to
the transaction. If Gavilon's debt remains outstanding and is not
guaranteed by Marubeni, the ratings could still be upgraded as
long as Gavilon continues to provide the financial information
required under its credit facilities. Should the debt be repaid in
connection with the closing of the transaction, Moody's would
withdraw all of Gavilon's ratings.

The principal methodology used in rating the Gavilon Group LLC was
the Rating Methodology for Commodity Merchandising & Processing
Companies published in December 2011.

Gavilon LLC, headquartered in Omaha, Nebraska, is a global
merchandiser and distributor of agricultural commodities (grains,
fertilizers, feed ingredients, oils, fats, etc), and petroleum and
fuel commodities (crude oil, natural gas, biofuels, etc). Gavilon
is majority owned by an affiliate of Ospraie Management L.L.C.
Revenues for the LTM ending March 31, 2012 were $18.1 billion.


GOSPEL RESCUE MINISTRIES: Files for Chapter 11 in Washington D.C.
-----------------------------------------------------------------
Gospel Rescue Ministries of Washington, D.C. Inc., filed a Chapter
11 petition (Bankr. D.C. Case No. 12-00405) on May 30.

The Debtor estimated assets of $10 million to $50 million and
debts of up to $10 million.

Paul Sweeney and the law firm of Yumkas, Vidmar & Sweeney LLC
serve as bankruptcy counsel.

According to the case docket, the schedules of assets and
liabilities and statement of financial affairs are due June 13,
2012.  The Chapter 11 Plan and Disclosure Statement are due
Sept. 27, 2012.

According to the Web site http://www.grm.org,in the heart of
Washington D.C., Gospel Rescue Ministries strives to be a shelter
in the storm of substance abuse, hunger, and homelessness.  GRM is
a non-denominational Christian social service agency that provides
hope, help, and healing to men and women in a variety of ways,
from sheltering the homeless and feeding the hungry, to educating
men and women, healing them from addictions, and providing them
with the vocational skills and spiritual strength to change their
lives.

Michael J. Corttese, the CEO and president, worked at World Bank
Group and International Finance Corp. for 30 years, before joining
GRM as volunteer in 1998.


GRACE HOLDINGS: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Grace Holdings, Inc.
        aka Hidden Creek Mobile Home Park
        10 W. Darby Road
        Greenville, SC 29609

Bankruptcy Case No.: 12-03350

Chapter 11 Petition Date: May 27, 2012

Court: U.S. Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Robert H. Cooper, Esq.
                  THE COOPER LAW FIRM
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  E-mail: bknotice@thecooperlawfirm.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/scb12-03350.pdf

The petition was signed by Weldon E. Holtzclaw, Jr., president.


HARPER BRUSH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Harper Brush Works, Inc.
        dba Harper Brush
        400 N. 2nd Street
        Fairfield, IA 52556

Bankruptcy Case No.: 12-01757

Chapter 11 Petition Date: May 29, 2012

Court: U.S. Bankruptcy Court
       Southern District of Iowa (Des Moines)

Judge: Anita L. Shodeen

About the Debtor: According to http://www.harperbrush.com/,family
                  owned Harper Brush provides more than 1,000
                  products, including pushbrooms, mops, floor
                  squeegees, automotive brushes, dust pans, and
                  buckets.

Debtor's Counsel: Jeffrey D. Goetz, Esq.
                  BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE, P.C.
                  801 Grand Avenue, Suite 3700
                  Des Moines, IA 50309-8004
                  Tel: (515) 246-5817
                  Fax: (515) 246-5808
                  E-mail: bankruptcyefile@bradshawlaw.com

Scheduled Assets: $10,359,350

Scheduled Liabilities: $10,038,307

The petition was signed by Marc B. Ross, chief restructuring
officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Prologis Industrial                Real Estate Lease      $306,780
17284 W. Commerce Way              Buyout and Clean Up
Tracy, CA 95377                    Fees

Whitley Monahan Handle             Supplier Services      $262,675
P.O. Box 112 3827 Whitley Road
Midland, NC 28107

Greenwood International, Inc.      Supplier Services      $195,139
3220 1st Avenue, Suite 100
Portland, OR 97239

Brush Fibers, Inc.                 Supplier Services      $150,448

WT Industries, Ltd.                Supplier Services      $126,749

FedEx Freight                      Freight Services       $120,836

Colony Display, Inc.               Supplier Services      $108,427

Fairfield Economic                 Promissory Note        $108,000

Temp. Assoc. ? Burlington, Inc.    Temp Agency Services    $96,866

Jones Companies, Ltd.              Supplier Services       $95,610

QAD Inc.                           Computer Services       $86,761

HCM Plastics, Inc.                 Supplier Services       $82,935

Holmes Murphy & Assoc., Inc.       Insurance Services      $80,564

Iowa Economic Development          Forgivable Loan         $80,000
Authority

RSM McGladrey, Inc.                Accounting Services     $71,594

Laufer Group Int., Ltd.            Freight Services        $70,000

SourceCut Industries, Inc.         Supplier Services       $60,451

Pelray International, LLC          Supplier Services       $59,747

DKM Manufacturing, Inc.            Supplier Services       $59,681

CitiBest Enterprises               Supplier Services       $54,388


HAWKER BEECHCRAFT: PBGC, Creditors Want More Time to Probe LBO
--------------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that the U.S. government agency that guarantees workers' pensions
wants to slow down Hawker Beechcraft's plan to exit bankruptcy so
it can investigate the aircraft manufacturer's 2007 buyout by
Goldman Sachs Group Inc.'s private-equity arm and Onex Partners.

                   About Hawker Beechcraft

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

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

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

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

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HOME SAFETY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Home Safety Awareness Corp.
        aka Casa Segura
        PMB 117
        P.O. Box 4956
        Caguas, PR 00726

Bankruptcy Case No.: 12-04107

Chapter 11 Petition Date: May 28, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Maria Mercedes Figueroa Y Morgade, Esq.
                  FIGUEROA Y MORGADE LEGAL ADVISORS
                  3415 Alejandrino Avenue, Apartment 703
                  Guaynabo, PR 00969-4956
                  Tel: (787) 234-3981
                  E-mail: figueroaymorgadelaw@yahoo.com

Scheduled Assets: $0

Scheduled Liabilities: $1,900,654

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/prb12-04107.pdf

The petition was signed by Juan Carlos Ruiz Rodriguez, president.


HOSTESS BRANDS: To Shut Down Glendale Unit and Lay Off 25 Workers
-----------------------------------------------------------------
Mark Kellam at Glendale News-Press, citing filings with the
California Employment Development Department, reports Hostess
Brands Inc. said it plans to close its operations on 6325 San
Fernando Road, laying off 25 workers.

According to the report, among the planned layoffs are a district
sales manager and 16 sales representatives, according to the
filing, and could depend in large part on negotiations with the
company's labor unions.  The Glendale-based workers could be off
the job by July 3.

The report notes Hostess released a statement last week about the
closure saying notices were sent to all of its 18,500 workers
across the country.  The company has been embroiled in a legal
fight with employee unions over restructuring plans.  Hostess lost
$341 million in fiscal year 2011.

                        About Hostess Brands

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

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

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

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

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

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

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


JOHN D OIL: Seeks Extension of Exclusive Period to Sept. 7
----------------------------------------------------------
Great Plains Exploration, LLC, asks the Bankruptcy Court to extend
the Debtors' exclusive right to file a Chapter 11 plan and
disclosure statement by 120 days through Sept. 7, 2012; and the
exclusive period to obtain acceptance of the plan by 120 days
through Nov. 6, 2012.

Oz Gas has certain oil and gas leaseholds containing approximately
8,000 acres containing both shallow and deep drilling and
production rights.  Oz Gas owns both the deep and shallow rights
through the Leases, but Oz Gas is in the business of exploring,
drilling, and managing shallow wells for the production of natural
gas and oil.  The deep rights have substantial value and those
rights are not currently utilized by its operations.

Since Oz Gas is able to sell those deep rights without affecting
is own operations, a sale of the Subject Interests will provide an
undeniable benefit to the Bankruptcy estate.  The Debtor's largest
creditor and the Committee agree that the proposed sale is the
Debtor's best chance to maximize the value of its leasehold
interests and achieve a confirmable plan of reorganization.

Oz Gas has spent considerable time to seek an offer to sell
certain deep drilling rights in the Leases.  A meaningful Chapter
11 plan cannot be proposed until the Oz Gas has had sufficient
opportunity to propose and consummate a sale of its deep drilling
rights.

In addition to the sale of certain drilling rights, the Debtor
requires additional time to liquidate certain pledged stock.  The
pledged stock is expected to be liquidated, and will therefore
reduce the RBS debt.

The sale of the pledged stock and the drilling rights will have
substantial effect on the secured debt owed to RBS and a
meaningful plan or reorganization cannot be proposed until the
remaining RBS debt is determined.

Robert S. Bernstein, Esq., at Bernstein Law Firm, P.C., assures
that the Debtor is not seeking an extension to pressure creditors.
Rather, the Debtor seeks an extension of the Exclusivity Periods
for the legitimate purpose of lessening its secured debt burden so
that it can propose a confirmable plan of reorganization.  The
Debtor has no ulterior motive in seeking this extension of time.
Oz Gas has been working diligently since the Petition Date to
effectuate the sales.

Mr. Bernstein believes that the termination of the Exclusivity
Periods would adversely impact the Debtor's creditors and the
Bankruptcy Estate.  If the Court were to deny the request for an
extension of the Exclusivity Periods, it would open the door for
any party in interest to propose a plan and it would ultimately
foster chaos that would impair the Debtor's ability to file a
meaningful, confirmable plan.

The hearing on the motion is set for June 21, 2012, at 10:00 a.m.

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


JOHN D OIL: Has $269K DIP Financing From Managing Member
--------------------------------------------------------
Chief Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized Great Plains
Exploration LLC to borrow $269,000 in DIP financing from Richard
M. Osborne, its managing member.

The Osborne loan will bear interest at 2% and will be entitled to
superpriority administrative expense priority, above all other
expenses of administration -- other than quarterly fees of the
United States Trustee and professional fees as allowed by the
Court.

The Debtor is permitted to use the DIP financing in accordance
with the Budget for working capital purposes, the payment of
certain obligations and other obligations set forth in the Budget.

Great Plains noted that although it is seeking to continue using
cash collateral, it cannot operate without additional cash.  Great
Plains said it will need the extra funding to remain current with
its post-petition obligations, including equipment loans.

Great Plains said the proceeds of the DIP Loan will be advanced to
Great Plains as needed so that it may fund operating and capital
costs for 13 weeks in accordance with a budget.

Great Plains said Mr. Osborne has, in the past, infused
significant amounts of capital on behalf of Great Plains to make
various secured payments for obligations for which he is also
personally guaranteed.

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


JOHN D OIL: Withdraws Bid to Employ Dworken as Special Counsel
--------------------------------------------------------------
Great Plains Exploration, LLC, has withdrawn its application with
the Bankruptcy Court to employ Dworken & Bernstein Co., L.P.A., as
special counsel in various corporate, regulatory and litigation
matters.

As reported in the Troubled Company Reporter on Feb. 27, 2012, the
professional services that Dworken & Bernstein are to render
include giving Great Plains legal advice with respect to corporate
and regulatory matters in the normal course of its business.  The
corporate and regulatory matters are often complex, requiring
specialized knowledge and experience with the debtor and related
companies.

The individuals presently designated to represent Great Plains and
their hourly rates as of Jan. 1, 2012 are:

     Name                        Position    Hourly Rate
     ------------------------    --------    -----------
     Richard N. Selby, II        Attorney       $250
     Melvyn E. Resnick           Attorney       $350
     Jodi Littman Tomaszewski    Attorney       $275
     Erik L. Walter              Attorney       $250
     Howard S. Rabb              Attorney       $300

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


KAMAYAN HOLDINGS: Kerrville Hotels Wins Plan Confirmation
---------------------------------------------------------
The owner of a hotel in Kerrville, Texas, successfully defended
its bankruptcy exit plan against a secured creditor.  Bankruptcy
Judge Leif M. Clark confirmed Kamayan Holdings LLC's plan of
reorganization, saying it meets the cramdown test and feasibility
requirements of the Bankruptcy Code.

The plan proposes to pay creditor PMC interest only for a period
of five years (with some of the interest deferred), and to pay the
balance due at the end of that term.  The plan also proposes to
pay the SBA, a second lien creditor, over $462,000 at the end of
the plan term, with interest only payments at a graduated rate.
Ad valorem secured tax claims are to be paid in accordance with
the requirements of 11 U.S.C. section 1129 (a)(9), with interest
at the statutory rate.  Priority tax claims are to be paid in
monthly payments.  Unsecured claims are proposed to be paid 20% of
their claims, out of net operating income (though creditors can
elect a 5% lump sum payout instead).  Equity gets nothing, though
holders can obtain a new interest as part of a post-confirmation
capital rise.

PMC argued the debtor would have to have a residual value equal to
or greater than $2.357 million to have a feasible plan.  PMC does
not dispute that its claim is oversecured, though it declined to
stipulate as to value.  Court testimony supported a range of
values between $1.7 and 1.8 million (the property was valued in
2010 at $1.85 million).

In approving the plan, the Court looked into the hotel's terminal
value at the end of the projected five year period as the plan
backloads so much of the indebtedness.

PMC said the terminal value of the property is such that the
debtor will be unable to sell or refinance the property.  The
debtor insists that there will be more than enough value.

The Court applied the "perpetuity growth model" -- which assumes
growth at a constant rate -- and the "exit multiple model" --
which assumes that a business will be sold at the end of the
projection period -- to the debtor's projections.  At the outset,
the Court agrees with the lender that a 10% per annum growth rate
is likely not sustainable.  However, the Court also agrees with
the debtor that it is capable of a better growth rate than other
hotels in the area.

The Court adopted a 6% growth projection.  Judge Clark noted the
debtor has made significant investment in the hotel, which will be
lost if the hotel is lost.  The judged noted substantial
improvements have been made to the property, including the
integration of the neighboring restaurant and bar, and resurfacing
the pool deck.  The debtor's operations have been above average
for the area -- in fact it has outperformed the Kerrville hotel
market by 35% over a four year period (though it suffered a dip in
2010).

The Court's perpetuity growth model yielded a terminal value of
$4.172 million.  In applying the exit multiple model, the Court
obtained an enterprise value of $1.85 million and a terminal value
of $2.513 million.

The Court assumes the second lien creditor, SBA, could negotiate
for a higher payment than it might expect in a straight
liquidation, when it is approached by an investor interested in
buying the company in place.  The Court estimates the SBA would
accept $200,000 for its claim.

The Court refused to accept the approach made by PMC's expert, who
considered the presumed cash flows at the end of the last year of
projections, and divided it by a capitalization rate of 9% that he
maintained represented an investor's expected rate of return.  He
emphasized that he was not in fact purporting to value the
company, as that task exceeded his mandate, but maintained that
his approach yielded a proper termination value.  Judge Clark said
the Court's research has failed to uncover a rationale for using
the PMC expert's approach over the accepted methods the Court
outlined.

Judge Clark also held the plan easily meets the cramdown test.  It
proposes to pay PMC a rate of interest that exceeds the discount
rate of 6.25% the Court finds to be appropriate for cramdown. In
addition, the terminal value at the end of the period exceeds the
amount of the creditor's claim.  Thus, the standards for cramdown
under 11 U.S.C. section 1129(b)(2)(A)(i) are met.

A copy of Judge Clark's May 22, 2012 Decision on Plan Confirmation
is available at http://is.gd/VNPvwAfrom Leagle.com.

                      About Kamayan Holdings

Kamayan Holdings LLC, in Kerrville, Texas, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 10-54702) on Dec. 6, 2010.
Judge Leif M. Clark presides over the case.  William R. Davis,
Jr., Esq., at Langley & Banack, Inc., represents the Debtor.  In
its petition, the Debtor estimated $1 million to $10 million in
both assets and debts.  The petition was signed by Jerry Reed,
president.

Kamayan Holdings was a debtor in a prior Chapter 11 case (Bankr.
W.D. Tex. Case No. 08-52518) commenced on Aug. 29, 2008.  Judge
Ronald B. King presided over that case.  Mr. Davis also served as
counsel to the 2008 Debtor.  In the 2008 petition, the Debtor
disclosed assets of $2,989,262 and debts of $2,509,937.


LARAYNE ENTERPRISES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Larayne Enterprises, LLC
        4 Wildwood Lane
        Williamsburg, VA 23185

Bankruptcy Case No.: 12-63185

Chapter 11 Petition Date: May 28, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Leon S. Jones, Esq.
                  JONES & WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: ljones@joneswalden.com

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Edward M. Larkin, manager.


LEXINGTON ROAD: Seeks 2 Months' Extension to File Plan
------------------------------------------------------
Richard Craver at Winston-Salem Journal reports that the attorneys
for Lexington Road Properties Inc., owner of Douglas Battery
Manufacturing Co., are requesting an additional 60 days to file
a reorganization plan.

The request was made last week, the day before the plan was
originally due.  If the bankruptcy court approves the request, the
attorneys would have until July 25 to file the plan and until
Sept. 23 to have it approved, according to the report.

The report relates Douglas Battery Manufacturing, based in
Winston-Salem, said in January 2010 it would be going out of
business.  It sold its brands and designs to EnerSys of Reading,
Pa., for an undisclosed price.  It stopped making industrial
batteries in March 2010, eliminating 90 of its remaining 125 jobs.

The report says the bankruptcy does not affect Douglas Battery &
Auto Care, a retail service center with shops in Winston-Salem and
Lexington.

The report notes the attorneys said filing they need the extra
time to determine whether they can sell Douglas' real estate.
Meridian Realty is handling the marketing.

The report says the company said in a Feb. 15 filing that its real
property was worth $3.94 million, primarily $1.95 million for its
73,800-square-foot distribution center at 2955 Starlight Drive in
Winston-Salem and $1.4 million for its 45,700-square-foot
headquarters and plant at 500 Battery Drive, also in the city.
The properties are being examined by Piedmont Industrial Services
to determine whether they are environmentally contaminated.  The
filing says "the environmental issues are fairly complex," from
years of battery manufacturing.  If the properties are
environmentally contaminated, Piedmont will determine a cleanup
costs that may be more than Lexington Road can pay.

The report adds the attorneys said Piedmont's assessment is nearly
complete, and Lexington Road should know within two weeks whether
it will have contracts to sell the properties to present to the
bankruptcy court for approval.

"If the debtor is successful in obtaining the purchase contracts
and selling the properties, then it will decide whether to propose
a liquidation plan or convert the case to Chapter 7," the report
says, citing court documents.  "If the environmental problems are
such that no purchase contracts materialize, then the debtor
intends to convert the case to Chapter 7."

Based in Winston-Salem, North Carolina, Lexington Road Properties
Inc., fka Douglas Battery Manufacturing Company, filed for
Chapter 11 protection on Jan. 27, 2012 (Bankr. M.D.N.C. Case No.
12-50121).  William B. Sullivan, Esq., at Womble Carlvle Sandridqe
& Rice, LLP, represents the Debtor.  Lexington Road declared in
the Feb. 15 filing it had $4.9 million in real and personal assets
and $1.1 million in liabilities.


MARYLAND PAVING: Uncle Sam Permits Use of Cash Collateral
---------------------------------------------------------
The United States of America, on behalf of the Internal Revenue
Service, a secured creditor of Maryland Paving and Sealant, Inc.,
agreed to grant the Debtor access to cash, which secures the IRS's
unpaid tax claims, through confirmation of a plan of
reorganization in the case.

The IRS asserts an $864,162 secured claim against the Debtor's
Cash Collateral.  The IRS agrees not to pursue an administrative
collection action for now as long as the Debtor meets the terms of
the parties' agreement, which includes the filing of tax returns
and minimum monthly payment of $25,000 on the IRS Secured Claim.

Pursuant to the agreement, the IRS will have replacement liens and
security interests in addition to the liens that the IRS has in
the assets and property of the Debtor as of the Petition Date,
which liens extended to and encumbered the proceeds and products
of the property of the Debtor in existence as of the Petition
Date.

A copy of the parties' Stipulation and Consent Order signed by
Bankruptcy Judge Robert A. Gordon dated May 23, 2012, is available
at http://is.gd/x5RkvFfrom Leagle.com.

                  About Maryland Paving & Sealant

Maryland Paving & Sealant, Inc., in Annapolis Junction, Maryland,
filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 11-23633)
on June 30, 2011.  Nancy D. Greene, Esq., at Seeger Faughnan
Mendicino PC, serves as the Debtor's counsel.  In its petition,
the Debtor estimated $1 million to $10 million in assets and
debts.  The petition was signed by Stephen Stanley, president.

Jeffrey S. Greenberg, Esq., at Ober, Kaler, Grimes & Shirver,
represents lender Wells Fargo Equipment Finance, Inc.


MBMI RESOURCES: Year-End Financial Statements Delayed
-----------------------------------------------------
MBMI RESOURCES INC. anticipates a delay in the filing of its
audited annual financial statements for the year ended Jan. 31,
2012, and the related management's discussion and analysis of
those financial statements, which are due on May 30, 2012.  The
delay is due to a delay in the completion of the audit of the
Financial Statements, which is currently in its final stages.

MBMI anticipates that the Financial Statements and MD&A will be
filed on or before June 10, 2012.

Due to the anticipated delay in filing, MBMI has requested that
the British Columbia Securities Commission, its principal
regulator, issue a management cease trade order prohibiting
trading in securities of MBMI by the Chief Executive Officer,
Chief Financial Officer, and, potentially, members of the board of
directors of MBMI.  The MCTO, if granted, is anticipated to be in
place until the default is remedied.  MBMI acknowledges that the
BCSC may impose an issuer cease trade order restricting all
trading in the securities of MBMI if the MCTO is in place and the
default is not remedied by July 31, 2012.

MBMI confirms that it intends to satisfy the provisions of the CSA
Regulator's alternate information guidelines (as described in
National Policy 12-203 Cease Trade Orders for Continuous
Disclosure Defaults) so long as it remains in default of its
Financial Statement and MD&A filing requirements.


MOORE SORRENTO: First Amended Plan of Reorganization Confirmed
--------------------------------------------------------------
Judge Russell F. Nelms confirmed the first amended plan of
reorganization filed by Moore Sorrento, LLC, dated Nov. 17, 2011.

Classes 1, 3, 4, 6, and 8 are impaired under the Plan, and each
Class of Impaired Claims voted to accept the First Amended Plan.

The Debtor has entered into a Settlement Agreement to resolve all
claims and matters in dispute between them and requires the Debtor
to (a) make a cash payment to Wells Fargo Bank N.A. in the amount
of $37,875,000 by no later than May 31, 2012, and (b) facilitate
payment by selling a portion of the Debtor's Shopping Center to
Inland.

Contemporaneous with the closing of the Inland Sale and Wells
Fargo's receipt of payment in the full amount of $37,875,000, the
parties to the Guaranty Litigation and Lawsuit are authorized and
directed to (i) dismiss the Guaranty litigation and Lawsuit with
prejudice, and (ii) deliver each to the other general releases of
all claims and causes of action that have been raised in
connection with the Guaranty Litigation.

The closing and funding of the Inland Sale is a condition
precedent to the occurrence of the Effective Date of the Plan.

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

                       About Moore Sorrento

Hurst, Texas-based Moore Sorrento, LLC, owns real property located
in Moore, Oklahoma, commonly known as the Shops at Moore, which
the Company operates as a retail shopping center.  The center's
current 23 tenants offer various goods and services to retail
customers.

Moore Sorrento filed Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-44651) on Aug. 17, 2011.  J. Robert Forshey,
Esq., and Matthew G. Maben, Esq., at Forshey & Prostok, LLP, in
Fort Worth, Tex., serve as the Debtor's counsel.  In its
schedules, Moore Sorrento disclosed assets of $43,259,900 and
liabilities of $42,262,158 as of the Petition Date.


MORGAN'S FOODS: Incurs $1.6 Million Net Loss in Fiscal 2012
-----------------------------------------------------------
Morgans Foods, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.68 million on $82.23 million of revenue for the year ended
Feb. 26, 2012, compared with a net loss of $988,000 on $89.89
million of revenue for the year ended Feb. 27, 2011.

The Company's balance sheet at Feb. 26, 2012, showed $52.42
million in total assets, $53.47 million in total liabilities and a
$1.04 million total shareholders' deficit.

Grant Thornton LLP, in Cleveland, Ohio, did not issue a "going
concern" qualification on the consolidated financial statements
for the year ended Feb. 26, 2012.

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

                       http://is.gd/vaJjpQ

                       About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.


MOUNTAIN CHINA: Deficit, Default Casts Doubt on Going Concern
-------------------------------------------------------------
Mountain China Resorts (Holding) Limited has an accumulated
deficit, a working capital deficiency and has defaulted on a bank
loan, which casts substantial doubt on the Company's ability to
continue as a going concern.  The Company's ability to meet its
obligations as they fall due and to continue to operate as a going
concern is dependent on further financing and ultimately, the
attainment of profitable operations.

MCR had a C23.1 million net loss on C$6.66 million of revenue for
the year ended Dec. 31, 2011, compared with a net loss of C$21.3
million on C$4.37 million of revenue in 2010.

Cash and cash equivalents totaled $15.77 million and working
capital was negative $62.79 million as at December 31, 2011.

A copy of the press release is available for free at
http://is.gd/5bsZKS

Mountain China Resorts (MCG.V - News) is the premier developer of
four season destination ski resorts in China.  MCR is transforming
existing China ski properties into world-class, four seasons
luxury mountain resorts with excellent real estate investment
opportunities for discerning buyers.  In February 2009, the
Company's Sun Mountain Yabuli Resort was awarded Best Resort
Makeover in Asia by TIME Magazine. Yabuli is also the permanent
home of the China Entrepreneur's Forum the leading and most
influential community of China's most distinguished and successful
entrepreneurs and business leaders with over 5,000 members from
across a variety of key industries.


NEBRASKA BOOK: Court Confirms Plan; Bankruptcy Exit Seen Mid-June
-----------------------------------------------------------------
NBC Acquisition Corp. and its subsidiaries, including Nebraska
Book Company, said the Honorable Peter J. Walsh of the U.S.
Bankruptcy Court for the District of Delaware confirmed the
Company's Third Amended Joint Plan of Reorganization on May 30,
2012.  The Company expects to emerge from Chapter 11 in mid-June
2012.

"We entered into this court process with a set of specific goals
and while our journey hasn't been without a few bumps, we have
accomplished our goals and are preparing to emerge as a stronger
company," said Barry Major, the Company's President and CEO.
"With the support of our lenders we have been able to successfully
navigate our Chapter 11 process and are focused on what lies ahead
for our organization."

Each class of claimants entitled to vote on Plan voted to accept
the Plan, including (a) 10% senior secured notes due 2011; (b)
8.625% senior subordinated notes due 2012; and (c) holders of
general unsecured claims, voted to accept the Plan.

On June 27, 2011, the Company filed for Chapter 11 protection
in the U.S. Bankruptcy Court for the District of Delaware to
restructure approximately $450 million in loans and bonds.
Through the Plan, the Company will reduce the debt on their
balance sheet by approximately $270 million, in part by procuring
a consensual conversion of $100 million of the Company's 10%
senior secured notes due 2011 into equity in the reorganized
Company.

                        About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure
$250 million in exit financing.


NEOMEDIA TECHNOLOGIES: Extends Maturity of YA Global Loan to 2013
-----------------------------------------------------------------
NeoMedia Technologies, Inc., has worked with YA Global
Investments, LP., to restructure its current financing agreements.
The restructure will allow NeoMedia to capitalize on its current
position in the market and continue to build for the future.

The restructured agreement will extend the maturity date of the
existing loan by 12 months until Aug. 1, 2013, from the original
default date of July 29, 2012.  The interest rate attached to the
current loans will also be reduced.

"NeoMedia appreciates YA's long-standing investment in the company
and at this time of fast market growth, we appreciate the
opportunity to restructure our debt," said Laura Marriott, Chief
Executive Officer of NeoMedia Technologies, Inc.  "YA's investment
has been crucial in allowing NeoMedia to continue innovating and
growing our services portfolio."

A copy of the Debenture Extension Agreement is available for free
at http://is.gd/WT182x

                    About NeoMedia Technologies

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

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

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

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


NEXT 1 INTERACTIVE: Delays Form 10-K for Fiscal 2012
----------------------------------------------------
Next 1 Interactive, Inc., informed the U.S. Securities and
Exchange Commission that it will be late in filing its annual
report on Form 10-K for the period ended Feb. 29, 2012.  The
Company said it was not able to obtain all information prior to
filing date and the accountant could not complete the required
financial statements and management could not complete
Management's Discussion and Analysis of those financial statements
by May 29, 2012.

                      About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is an interactive
media company that focuses on video and media advertising over
Internet, Mobile and Television platforms.  Historically, the
Company operated through two divisions, media and travel.  A third
(real estate) division is anticipated to be launching during the
fourth quarter of fiscal 2012.

For the nine months ended Nov. 30, 2011, the Company has reported
a net loss of $8.0 million on $1.1 million of revenues, compared
with a net loss of $10.2 million on $1.9 million of revenues for
the nine months ended Nov. 30, 2010.

The Company's balance sheet at Nov. 30, 2011, showed $3.0 million
in total assets, $13.0 million in current liabilities, and a
stockholders' deficit of $10.0 million.

As reported in the TCR on June 22, 2011, Sherb & Co., LLP, in Boca
Raton, Fla., expressed substantial doubt about Next 1
Interactive's ability to continue as a going concern, following
the Company's results for the fiscal year ended Feb. 28, 2011.
The independent auditors noted that the Company had an accumulated
deficit of $53.2 million and a working capital deficit of
$13.4 million at Feb. 28, 2011, net losses for the year ended
Feb. 28, 2011, of $23.2 million and cash used in operations during
the year ended Feb. 28, 2011, of $9.6 million.


PIONEER NATURAL: Moody's Withdraws 'Ba1' CFR/PDR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured note
rating of Pioneer Natural Resources Company to Baa3 from Ba1. The
Corporate Family Rating (CFR) of Ba1 and the Probability of
Default Rating of Ba1 were both withdrawn. The outlook is stable.

Ratings Rationale

"Pioneer's Baa3 rating reflects its embrace of less aggressive
financial policies while executing on an ambitious growth
strategy, anchored by its production from the prolific Spraberry
oil field in West Texas," commented Andrew Brooks, Moody's Vice
President. "Pioneer has committed to maintaining an improved
balance sheet, funding its current growth plan with internally
generated cash flow, supplemented by potential asset monetizations
if necessary, while restricting its use of incremental debt."

Over the past several years Pioneer has executed a significant
portfolio transformation, rationalizing higher-cost producing
activities, which had been exacerbated by a series of
acquisitions, and becoming more highly focused in particular on
several prolific, liquids-rich Texas resource plays. In the
process Pioneer has also now largely eschewed a past history of
aggressive financial policy, which had encumbered its balance
sheet with increased debt and debt-like transactions, intended
mostly to fund a series of share repurchases.

Pioneer's proved reserves as of 2011 totaled a sizable 1.06
billion Boe (60% liquids, 58% proved developed). Average daily
production increased 16% in 2011 to 120,418 Boe per day, 52% of
which was liquids, including the crude oil component, which
increased 44% to 34% of total production. Directing approximately
75% of 2012's planned $2.4 billion capital budget for drilling to
Spraberry, and supplemented by strong net production growth from
its Eagle Ford joint venture, Pioneer sees annual production gains
approximating 20% over the next several years, growing scale
increasingly commensurate with its Baa3 rating. Further reflecting
this growth trajectory, first-quarter 2012 production increased
37% from 2011's first quarter to 146,727 Boe per day, with the
crude oil component growing 70% to 39% of total quarterly
production.

Production growth has been accompanied by declining relative debt
leverage; on a debt to production basis, leverage at March 31,
2012 of $19,860 per Boe has dropped in half over the past four
years. To protect the funding of its drilling program, Pioneer has
extensively hedged its commodity price exposure, with crude oil
hedged at least 85% through 2013 and natural gas prices hedged 90%
over the remainder of 2012 and 65% in 2013.

Pioneer's liquidity position is good; at March 31, 2012 it had
$1.1 billion of availability under its $1.25 billion unsecured
revolving credit facility, and $317 million of unrestricted cash.
The cash balance is residual to Pioneer's November 2011's $485
million equity issue, however, much of the March 31 balance was
used to fund Pioneer's $297 million acquisition of a "fracking"
sands business in April. To fund its expanding capital program,
Pioneer intends to rely on its cash from operations and potential
asset monetizations, making little use of incremental debt.
Moody's rating incorporates the expectation that Pioneer will
adhere to this stated objective.

Pioneer's rating outlook is stable. Production growth approaching
250,000 Boe per day would be required before an upgrade would be
considered. Presuming Pioneer executes on its growth objectives as
planned, Moody's would expect any incremental use of debt be
limited such that debt to average daily production at the same
time would be less than $15,000 per Boe. A re-leveraging of
Pioneer's balance sheet to fund production growth or an inability
to fully execute on its growth objectives could prompt a ratings
downgrade, as would a return to material share repurchases.

Pioneer Natural Resources Company is headquartered in Dallas,
Texas.

The principal methodology used in this rating was Global
Independent Exploration and Production Industry published in
December 2011.


PHH CORP: Fitch Lowers Senior Unsecured Debt Rating to 'BB'
-----------------------------------------------------------
Fitch Ratings has downgraded PHH Corporation's long-term Issuer
Default Ratings (IDR) and senior unsecured debt rating to 'BB'
from 'BB+' and removed them from Rating Watch Negative.  The
Rating Outlook is Negative.  Approximately $1.5 billion of debt is
affected by these actions.

The downgrade reflects increased potential repurchase risk
associated with PHH's mortgage origination business, the impact of
reduced origination activity on the company's natural hedge
policy, on-going uncertainties regarding the company's liquidity
profile, the impact of potential mortgage regulation on servicing
costs, and material senior management turnover over the recent
year.

The removal from Rating Watch Negative reflects that immediate
liquidity concerns have largely abated, although the steps taken
to address this near-term concern have introduced other, longer-
term challenges which are reflected in the Negative Rating
Outlook.

PHH has generated significant liquidity over the past few months
including $250 million in five-year convertible notes issuance in
January 2012, extension of the $525 million bank credit facility
until February 2013, the subsequent pay-off of the $250 million in
convertible notes in April 2012, and the sale of some non-
strategic assets.  As a result, unrestricted cash increased to
$875 million in first quarter 2012 (1Q'12), up from $414 million
in 4Q'11.  Unrestricted cash was $676 million subsequent to the
April 2012 debt paydown and the company will be facing $421
million and $250 million in debt maturities in March 2013 and
September 2014, respectively.

However, liquidity on hand and cash flow from operations may be
negatively affected by an increase in mortgage repurchase related
expenses.  Repurchase claims increased by 42% to $315 million in
1Q'12 from $222 million at the end of 4Q'11.  The company added
$65 million to its repurchase related reserves in 1Q'12, compared
to $15 million in 1Q'11 and $80 million for full-year 2011.

Repurchase claims are mainly related to loans originated prior to
2008, and are expected to remain elevated through 2013.  The
unpaid principal balance of loans originated prior to 2008
measured $61 billion, of which 6.5% were 90-days past due as of
1Q'12.  The timing risk in resolving these claims is further
heightened by a termination event put into the amended Fannie Mae
mortgage funding facility, which restricts the aging of repurchase
pipeline to 270 days.

Operating performance, on a GAAP basis, has been inconsistent and
affected by fair value changes in the mortgage servicing rights
(MSR) portfolio.  PHH reported a pre-tax loss of $202 million in
2011, compared to pre-tax income of $115 million in 2010,
primarily due to a $510 million noncash MSR valuation charge
resulting from declining interest rates.  Earnings improved to
$75 million in 1Q'12 from $49 million in 1Q'11, primarily due to
strong gain on sale margins and positive fair value marks on the
MSR portfolio from increased interest rates in the first quarter.
Based on the historical volatility in both gain on sale margins
and interest rates, Fitch believes that gains made in 1Q'12 have
the potential to be reversed over the course of the year.

PHH does not use derivatives to hedge its MSR portfolio from
changes in interest rates.  Instead, the company maintains what it
deems to be a natural hedge (replenishment rate) between the lost
servicing value from prepayments and new originated loans.  Fitch
believes that this strategy introduces greater volatility to the
company's GAAP operating results, particularly if PHH's focus on
managing liquidity and capital position comes at the expense of
new origination activity, particularly correspondent originations.

PHH's funding profile is pre-dominantly secured, with a relatively
short tenure, which continually exposes it to market disruptions
and refinance risk.  Lengthening the tenure on both mortgage and
fleet debt facilities will be viewed positively by Fitch.

Fitch also notes the continued senior management changes that have
occurred since January 2012, including the resignation of the CEO,
Treasurer and President of the mortgage segment.  Fitch will
evaluate new management's ability to execute on its strategy,
particularly with a focus on liquidity and funding management, in
light of upcoming debt maturities.

The Negative Outlook reflects expected pressure on operating
performance in 2012 from contemplated liquidity actions, reduced
loan origination in the correspondent channel and its impact on
the natural hedge ratio, MSR-related volatility inherent in the
company's business model, and potential increase in losses from
loan repurchases.  Fitch will monitor liquidity levels,
particularly unrestricted cash balances, until the 2013 senior
debt maturity is repaid.

Ratings could be lowered if losses from loan put-backs
significantly exceed operating cash flows and other liquidity
sources; mortgage origination decline causes the company's natural
hedge ratio to materially worsen; or the company is unable to
extend the unsecured bank revolver beyond its scheduled maturity.

Conversely, the Outlook could be returned to Stable if the company
executes on its liquidity plan without materially sacrificing
operating performance; obtains a multi-year extension on the
unsecured bank revolver at reasonable terms; and demonstrates
access to unsecured public debt markets at economic levels.

Established in 1946, PHH is the leading outsource provider of
mortgage and fleet management services in the U.S.  The company
conducts its business through three operating segments: mortgage
production, mortgage servicing and fleet management services.

Fitch has taken the following actions on PHH ratings:

  -- Long-term IDR downgraded to 'BB' from 'BB+;
  -- Senior unsecured debt downgraded to 'BB' from 'BB+';
  -- Short-term IDR affirmed at 'B';
  -- Commercial paper affirmed at 'B'.

The Rating Outlook is Negative.


ROWAN COMPANIES: Moody's Issues Summary Credit Opinion
------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on Rowan
Companies, Inc. and includes certain regulatory disclosures
regarding its ratings. This release does not constitute any change
in Moody's ratings or rating rationale for Rowan.

Moody's current ratings for Rowan are:

Outlook of Stable

Senior Unsecured (domestic currency) ratings of Baa3

Senior Unsecured Shelf (domestic currency) ratings of (P)Baa3

Subordinate Shelf (domestic currency) ratings of (P)Ba1

Preferred Shelf (domestic currency) ratings of (P)Ba2

BACKED Senior Unsecured (domestic currency) ratings of Baa3

Ratings Rationale

Rowan's Baa3 senior unsecured rating reflects its position as a
leading provider of premium jackup drilling rigs with a reputation
for operational expertise, offset by the company's elevated
leverage profile and the risks associated with its recent decision
to enter the ultra-deepwater drillship market segment. In 2011,
Rowan's cash flow was negatively impacted by downtime caused by an
unusually high level of rig mobilizations and extended shipyard
downtime while mandatory equipment upgrades were performed.
However, on a run rate basis using the EBITDA reported in the
first quarter of 2012, and pro forma for the company's May 2012
senior note offering, leverage is 3.1x, a significant improvement
from the 3.8x reported at year end 2011. The company's credit
outlook is clouded by Rowan's recent decision to enter the
drillship market segment -- a decision that not only creates a
significant funding requirement, but also gives rise to a certain
level of operational and execution risk. Because of the planned
spending on the drillships, Moody's expects leverage to remain
somewhat elevated at least until early in 2014 when the first
drillship is expected to be put in service. In the short term,
Rowan's rating can withstand leverage that is over 3.0x in light
of Moody's expectations for continued strength in the market
fundamentals for offshore drillers, as well as the likelihood that
Rowan will experience a step-change improvement in its backlog
when the drillships are contracted.

The outlook is stable. An upgrade is unlikely near term as the
company's leverage is expected to remain elevated through 2014
because of the capital required to complete the construction of
the three drillships that have been ordered. Once the drillships
are delivered and working under contract, an upgrade is possible
if there is a positive outlook for drilling services industry, and
if Rowan's ratio of debt to EBITDA is no more than 2.5x. The
ratings could be downgraded if leverage exceeds 3.5x with no near-
term catalyst for improvement. Additionally, any material dividend
or share buyback given the capital expenditure requirements
through 2014, would likely lead to a negative outlook and possibly
a downgrade. The jackup and drillship market is going through a
significant build cycle with deliveries expected to peak in 2013
and 2014. While Moody's believes that there will be sufficient
demand to absorb the new builds, the additional supply could weigh
on dayrates and contract tenors. If market conditions weaken to
the point where Rowan's new drillships are offered contract terms
that are deemed to be unfavorable, Moody's will evaluate their
long term impact on the company's cash flow and leverage to
determine if credit risk has increased to the point that a
downgrade would be appropriate.

The principal methodology used in rating Rowan was the Global
Oilfield Services Industry Methodology published in December 2009.


REAL ESTATE ASSOCIATES: Zero Stake in Jasper, Pachuta & Shubuta
----------------------------------------------------------------
Real Estate Associates Limited VII holds a 99.00% limited
partnership interest in Jasper County Properties, Ltd., a
Mississippi limited partnership.  Jasper owns a 24-unit apartment
complex located in Heidelberg, Mississippi.  On May 21, 2012, the
Partnership entered into a Fourth Amendment to Amended and
Restated Agreement and Certificate of Limited Partnership which
was effective on May 23, 2012, with Herbert B. Ivison, Jr., and
H.I. Family, LLC, a Mississippi limited liability company,
relating to the transfer of the limited partnership interest held
by the Partnership in Jasper for a total price of $22,000.  The
Partnership's investment balance in Jasper was zero at March 31,
2012.

The Partnership also holds a 95.00% limited partnership interest
in Pachuta, Ltd., a Mississippi limited partnership.  Pachuta owns
a 16-unit apartment complex located in Pachuta, Mississippi.  On
May 21, 2012, the Partnership entered into a Fifth Amendment to
Amended and Restated Agreement and Certificate of Limited
Partnership which was effective on May 23, 2012, with the General
Partner and the Assignee relating to the transfer of the limited
partnership interest held by the Partnership in Pachuta for a
total price of $22,000.  The Partnership's investment balance in
Pachuta was zero at March 31, 2012.

The Partnership also holds a 99.00% limited partnership interest
in Shubuta Properties, Ltd., a Mississippi limited partnership.
Shubuta owns a 16-unit apartment complex located in Shubuta,
Mississippi.  On May 21, 2012, the Partnership entered into a
Fourth Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership which was effective on May 23, 2012, with
the General Partner and the Assignee relating to the transfer of
the limited partnership interest held by the Partnership in
Shubuta for a total price of $22,000.  The Partnership's
investment balance in Shubuta was zero at March 31, 2012.

Pursuant to the terms of the Agreements, on May 23, 2012, the
Partnership assigned its limited partnership interests in Jasper,
Pachuta and Shubuta to the Assignee effective as of May 23, 2012,
and received net proceeds of $66,000.  The Partnership is
currently evaluating its cash requirements to determine what
portion, if any, of the proceeds received from this transaction
will be available to distribute to its partners.

                    About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The Partnership will be dissolved only upon the expiration of 50
complete calendar years -- December 31, 2033 -- from the date of
the formation of the Partnership or the occurrence of various
other events as specified in the Partnership agreement.  The
principal business of the Partnership is to invest, directly or
indirectly, in other limited partnerships which own or lease and
operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of both March 31, 2010, and December 31,
2009.  The Partnership also holds a general partner interest in
Real Estate Associates IV, which, in turn, holds limited
partnership interests in nine additional Local Limited
Partnerships; therefore, the Partnership holds interests, either
directly or indirectly through REA IV, in twenty (20) Local
Limited Partnerships.  The general partner of REA IV is NAPICO.
The Local Limited Partnerships own residential low income rental
projects consisting of 1,387 apartment units at both March 31,
2010, and December 31, 2009.  The mortgage loans of these projects
are payable to or insured by various governmental agencies.

The Partnership reported a net loss of $861,000 on $0 of revenue
in 2011, compared with net income of $171,000 on $0 of revenue in
2010.

The Partnership's balance sheet at March 31, 2012, showed $1.16
million in total assets, $21.51 million in total liabilities and a
$20.35 million total partners' deficit.

"The Partnership continues to generate recurring operating losses.
In addition, the Partnership is in default on notes payable and
related accrued interest payable that matured between December
1999 and January 2012.  As a result, there is substantial doubt
about the Partnership's ability to continue as a going concern."

After auditing the 2011 resullts, Ernst & Young LLP, in
Greenville, South Carolina, expressed substantial doubt about the
Partnership's ability to continue as a going concern.  The
independent auditors noted that the Partnership continues to
generate recurring operating losses.  In addition, notes payable
and related accrued interest totalling $16.2 million are in
default due to non-payment.


RS YACHT: Banco Popular de Puerto Rico Can Proceed With Lawsuit
---------------------------------------------------------------
Banco Popular de Puerto Rico won a partial victory in the Chapter
11 case of RS Yacht Services Inc.  The bankruptcy judge in Puerto
Rico granted, in part, the bank's request to lift the automatic
stay so it may continue an in personam breach of contract and
collection action against the Debtor before the Puerto Rico Court
of First Instance, San Juan Part, and an in rem action against the
Debtor's property before the United States District Court for the
District of Puerto Rico, but only up to the entry of judgment.

At the hearing on the bank's request, Banco Popular and the Debtor
agreed that the total liens on the property exceed the value of
the property, such that there is no equity available to the
Debtor.  The Debtor's primary property is subject to an arrest
order, issued by the U.S. District Court for the District of
Puerto Rico on March 29, 2012.  According to Bankruptcy Judge
Brian K. Tester, because the arrest order prevents the Debtor from
using and even having access to the vessel, it is not available to
the Debtor for reorganization purposes at this time.  Therefore,
the Court finds that an effective reorganization, based upon the
proposed use of the property, is not possible.  The Court also
finds unlikely that the Debtor's situation will change within the
next 30 days. As such, there is no reasonable likelihood that the
Debtor would prevail if a final hearing on the request for relief
from automatic stay is held.

A copy of the Court's Opinion and Order dated May 29, 2012, is
available at http://is.gd/GYC5POfrom Leagle.com.

                      About RS Yacht Services

Based in San Juan, Puerto Rico, RS Yacht Services, Inc., aka My
Seascape, filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No.
12-03193) on April 26, 2012.  Eduardo J. Corretjer Reyes, Esq., at
Bufete Roberto Corretjer Piquer, serves as the Debtor's counsel.
In its petition, the Debtor estimated $500,001 to $1 million in
assets and $1 million to $10 million in debts.  The petition was
signed by Pedro Ray, president.


SAGAMORE PARTNERS: Wants to Hire Jaroslawicz as Special Counsel
---------------------------------------------------------------
Sagamore Partners, Ltd., asks the Bankruptcy Court for
authorization to employ Isaac M. Jaroslawicz, Esq., and the law
firm of Jaroslawicz Law Offices to represent the Debtor as special
litigation counsel in Adversary Proceeding Case No. 11-03122-AJC.

The firm will act as substitute counsel for the Debtor as to all
litigation matters raised in the adversary proceeding.  Once
approved, Peter D. Russin, Esq., and the law firm of Meland Russin
& Budwick, P.A., will have no further responsibility in the
adversary proceeding except for matters relating to substantive
and procedural bankruptcy issues, and will participate with Mr.
Jaroslawicz at his request on all matters.

Mr. Jaroslawicz's hourly rate is $400, while associates,
assistants and paralegals at his Firm are billed at hourly rates
ranging from $125 to $300.

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

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the prestigious oceanfront Sagamore Hotel, also known as
The Art Hotel due to its captivating art collection from
recognized artists and its contemporary design.  The all-suite
boutique hotel is situated within Miami's Art Deco Historic
District on South Beach.  Sagamore Partners is owned by Martin
Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  The petition was signed by Martin W. Taplin, Pres of
Miami Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC,
general partner.


SAND TECHNOLOGY: Exploring Potential Strategic Alternatives
-----------------------------------------------------------
SAND Technology Inc. initiated a process to consider all options,
which may include a sale or other transactions.

The Corporation cautions shareholders that there is no assurance
whether it will receive any proposals from any third parties as a
result of this initiative or implement any proposal received.

The Corporation does not intend to disclose developments with
respect to the progress of its strategic alternatives until such
time as the Board approves or completes a transaction or otherwise
determines that further disclosure is appropriate or required.

                       About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.

In its annual report on Form 20-F for the fiscal year ended
July 31, 2010, filed with the U.S. Securities and Exchange
Commission, the Company noted it has incurred operating losses in
the current and past years.  The Company has also generated
negative cash flows from operations and has a significant working
capital deficiency.  "The Company's uncertainty as to its ability
to generate sufficient revenue and raise sufficient capital, raise
significant doubt about the entity's ability to continue as a
going concern," the Company said in the filing.  The Company said
it is in the process of seeking additional financing for its
current operations.

Raymond Chabot Grant Thornton LLP in Montreal, Quebec, audited the
company's financials but did not issue an adverse going concern
opinion in accordance with Canadian reporting standards.

The Company reported a net loss and comprehensive loss of C$2.11
million on C$6.87 million of revenue for the fiscal year ended
July 31, 2011, compared with a net loss and comprehensive loss of
$745,549 on $6.56 million of revenue during the prior year.

SAND Technology's balance sheet as at Jan. 31, 2012, showed C$5.89
million in total assets, C$3.11 million in total liabilities and
C$2.78 million shareholders' equity.


SLAVERY MUSEUM: City Disputes Plan to Revive Museum
---------------------------------------------------
Steve Zzkotak at The Associated Press reports the city of
Fredericksburg opposes a plan to resurrect a national slavery
museum envisioned by former Gov. L. Douglas Wilder, calling the
plan to dig out from $7 million in debt unrealistic.

According to the report, the city is the first of the museum's
creditors to cast its vote on a bankruptcy reorganization plan.
The plan relies on donations to generate approximately $900,000 in
its first year after it emerges from Chapter 11 protection.

The report notes Fredericksburg is owed more than $250,000 in back
taxes for land where the U.S. National Slavery Museum was to rise.
The city said in a filing in U.S. Bankruptcy Court in Richmond
that the proposed plan "does not appear to be feasible or
realistic."

The United States National Slavery Museum, based in Richmond,
Virginia, filed for Chapter 11 protection (Bankr. E.D. Va. Case
No. 11-36013) on Sept. 21, 2011.  Judge Douglas O. Tice, Jr.,
presides over the case.  Sandra Renee Robinson, Esq., at Robinson
Law & Consulting Firm, P.C., represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


SOUTHERN PRODUCTS: Delays Form 10-K for Fiscal 2012
---------------------------------------------------
Southern Products, Inc., was unable to compile the necessary
financial information required to prepare a complete filing of its
annual report on Form 10-K for the period ended Feb. 29, 2012.
Thus, the Company would be unable to file the periodic report in a
timely manner without unreasonable effort or expense.  The Company
expects to file within the extension period.

                       About Southern Products

City of Industry, Calif.-based Southern Products, Inc., is in the
business of designing, assembling and marketing consumer
electronics products, primarily flat screen high-definition
televisions using LCD and LED technologies.  Through Nov. 30,
2011, the Company has six LCD and LED widescreen televisions on
the market.

For the nine months ended Nov. 30, 2011, the Company has reported
a net loss of $870,559 on $3.6 million of revenues, compared with
a net loss of $8,162 on $nil revenue for the nine months ended
Nov. 30, 2010.

The Company's balance sheet at Nov. 30, 2011, showed $2.4 million
in total assets, $3.3 million in total liabilities, and a
stockholders' deficit of $900,025.

"We have negative working capital and have incurred losses since
inception," the Company said in the filing.  "These factors create
substantial doubt about our ability to continue as a going
concern."


STONE RESOURCES: 3rd Cir. Flips Ruling in MarbleLife Dispute
------------------------------------------------------------
The United States Court of Appeals for the Third Circuit reversed
a district court ruling in a dispute between Stone Resources,
Inc., and its ex-franchisor, MarbleLife, Inc.

The franchisor attempted to enforce various termination provisions
of its franchise agreement against its bankrupt former franchisee.
After the agreement expired by its own terms, Stone initiated
arbitration proceedings against MarbleLife in Texas, seeking to
void the agreement.  MarbleLife filed a complaint in the Eastern
District of Pennsylvania seeking injunctive relief to enforce the
non-compete clause and turnover provisions of the agreement during
the pendency of the arbitration.  The case is MarbleLife, Inc. v.
Stone Res., Inc., Civ. No. 10-2480 (E.D. Pa.).  After discovery
and a hearing, the District Court granted MarbleLife's request and
issued a preliminary injunction.  Stone moved for reconsideration,
and on Feb. 11, 2011, the District Court denied the motion.  Five
days later, Stone filed for Chapter 11 bankruptcy.

The Chapter 11 filing invoked the automatic stay of judicial
proceedings, the enforcement of judgments, and attempts to obtain
possession of property or recover claims against Stone.
MarbleLife moved to dismiss the bankruptcy petition or, in the
alternative, to obtain relief from the automatic stay with respect
to the injunction against Stone.  On March 2, 2011, the Bankruptcy
Court denied MarbleLife's motion to dismiss and its request for
relief from the stay.

MarbleLife appealed to the District Court.  The appeal received
its own civil case number but was assigned to the same judge who
had previously issued a preliminary injunction against Stone.  The
appeal is, In re Stone Res., Inc., Civ. No. 11-2526 (E.D. Pa.).
On June 24, 2011, the District Court affirmed the Bankruptcy
Court's denial of MarbleLife's motion to dismiss, but reversed the
denial of relief from the automatic stay.  The order reinstated
the preliminary injunction; set new deadlines for Stone to comply;
and reset the start-date for the 15 months' non-compete term with
MarbleLife.

Stone filed a timely notice of appeal.  Two months later, the
District Court issued an opinion that further explained the
reasoning behind its June 2011 order.  The District Court assumed
that relief followed automatically from the fact that the
preliminary injunction was not a "claim" dischargeable in
bankruptcy.  Stone appealed.

In a May 9 Opinion, the Third Circuit vacated the District Court's
order reversing the Bankruptcy Court's denial of relief, and
remanded for further proceedings.  The Third Circuit also vacated
the District Court's modification of the terms of the injunction
it had entered in another case.

The Third Circuit disagreed with the District Court.  The Third
Circuit said the question presented to the Bankruptcy Court was
not whether the injunction was dischargeable in bankruptcy;
rather, it was whether MarbleLife was entitled to relief from the
stay to enforce the injunction.  Even if the injunction is not a
claim, any action to enforce it is subject to the stay and cannot
proceed without relief from the stay under one of the
circumstances laid out in 11 U.S.C. Sec. 362(d).

MarbleLife argued the District Court has primary jurisdiction of
all bankruptcy proceedings and is free to assert that jurisdiction
over a bankruptcy proceeding sua sponte.  The Third Circuit,
citing Cooper-Jarrett, Inc. v. Ctrl. Transp., Inc., 726 F.2d 93,
95-96 (3d Cir. 1984), agreed, but noted Cooper-Jarrett does not
answer the question whether a District Court sitting in appellate
review of a Bankruptcy Court's decision has the power to venture
beyond the bounds of the record on appellate review.  Cooper-
Jarrett concerned a different issue: a District Court's power to
grant a motion in a civil case -- a forum in which it had
original, not appellate, jurisdiction -- that had the effect of
resolving a complaint filed in Bankruptcy Court.

"Here, the question is whether the District Court, when conducting
[28 U.S.C. Sec.] 158(a) review of a Bankruptcy Court's decision,
has the power to modify an injunction entered in another action.
MarbleLife cites no precedent for such an act.  Although the
District Court would have jurisdiction to modify the injunction if
it were sitting as the court that had issued the injunction, given
the limited scope of the District Court's Sec. 158(a) review, it
lacked jurisdiction to modify the injunction during the course of
the appeal from the Bankruptcy Court.  We must therefore vacate
its order modifying the injunction," the Third Circuit said.

A copy of the Court's May 29, 2012 Opinion is available at
http://is.gd/qgmHeJfrom Leagle.com.

Former MarbleLife reanchisee Stone Resources, Inc., aka Natural
Stone Care and Marble Life of Delaware Valley, filed a chapter 11
petition (Bankr. E.D. Pa. Case No. 11-11124) on Feb. 16, 2011, and
is represented by Paul J. Winderhalter, Esq., in Philadelphia, Pa.
A copy of the Debtor's chapter 11 petition is available at
http://bankrupt.com/misc/paeb11-11124.pdfat no charge.


SUNRISE SENIOR LIVING: SHP Trust OKs Termination of 10 Leases
-------------------------------------------------------------
Senior Housing Properties Trust disclosed that it has entered
agreements for early terminations of leases for 10 senior living
communities (2,472 living units) currently operated by Sunrise
Senior Living, Inc.  As and after appropriate regulatory approvals
are obtained, SNH expects to lease these communities to its wholly
owned taxable REIT subsidiaries and the communities will be
managed by Five Star Quality Care, Inc.

On Dec. 30, 2011, SNH announced that Sunrise notified SNH that it
would not renew these 10 leases when the current terms end on
Dec. 31, 2013.  Sunrise's obligations under these leases are
guaranteed by Marriott International, Inc., the former tenant of
the 10 communities, and the renewal of these leases required MAR's
approval.  The agreement announced will accelerate the
terminations of these leases and the transfers of these operations
from Sunrise to SNH's TRSs.  Also, SNH will purchase the inventory
and certain improvements owned by Sunrise at these communities for
a total of $1 million.

The 10 communities had combined average occupancy in 2011 of
approximately 87% and combined gross revenues of approximately
$115.6 million.  A large majority of these revenues were paid by
residents from their private resources, not from Medicare or
Medicaid government funded programs.  The minimum rents
historically paid by Sunrise to SNH for these communities were
$13.5 million per year (plus percentage rents of $2.8 million
based upon revenue increases at these communities) and the net
cash flow historically realized from operations of these
communities in 2011 was 1.5x the minimum rents due to SNH.  The
ten communities are located in six states: Arizona, 2 communities
(293 living units); California, 1 community (393 living units);
Florida, 4 communities (1,163 living units); Illinois, 1 community
(364 living units); Texas, 1 community (145 living units); and
Virginia, 1 community (114 living units).

The management contract terms between SNH and Five Star will be
substantially similar to the management contracts previously
entered between SNH and Five Star for other communities owned by
SNH and managed by Five Star; and these management contracts will
be combined, or pooled, with other management contracts between
SNH and Five Star, including the contracts for the Vi(R)Classic
Residences (f/k/a Classic Residences by Hyatt), for purposes of
determining incentive fees due to Five Star and otherwise.
Sunrise will continue to lease four communities with 1,619 living
units owned by SNH under leases which currently run through
December 31, 2018, and Sunrise's obligations to SNH under those
four leases will continue to be guaranteed by Marriott.

Commenting upon the announcement, David J. Hegarty, President of
SNH made the following statement, "Because of the expected
termination of Sunrise's leases at year end 2013, SNH believes it
is important for the community residents and for SNH that these
operations be transferred to a manager with a longer term outlook
as soon as possible.

"Five Star operates some of the highest quality retirement
communities in the country, including several that have achieved
national recognition for superior services to residents.  SNH will
be working with Five Star to conduct a thorough investigation of
the staffing and capital needs at these communities; and SNH
expects they will become among the best run communities in the
country.

"It appears to SNH that Sunrise has made some progress toward
improving its financial condition since accounting irregularities
were disclosed a few years ago.  However, according to information
published by Sunrise, Sunrise remains in default of certain debts.
In these circumstances and in the absence of continuing guarantees
of Sunrise's obligations from Marriott, SNH determined that it
would be best for SNH if these operations were transferred to its
TRSs and managed by a financially stable, high quality operator
like Five Star."

Because of required regulatory approvals, the lease terminations,
the new TRS leases and the Five Star management contracts
discussed in this press release are expected to be completed
during the remainder of 2012.

Senior Housing Properties Trust is a real estate investment trust,
or REIT, which owns independent and assisted living communities,
nursing homes, rehabilitation hospitals, wellness centers and
medical office buildings throughout the United States.  SNH is
headquartered in Newton, Massachusetts.


SUNVALLEY SOLAR: Authorized Common Shares Hiked to 5 Billion
------------------------------------------------------------
A majority of Sunvalley Solar, Inc.'s shareholders and the
Company's board of directors approved an amendment to Article 4 of
the Company's Articles of Incorporation to increase the total
authorized common stock from 1,500,000,000 shares to 5,000,000,000
shares.  This amendment to the Company's Articles of Incorporation
was effective May 25, 2012.

The Company filed a Certificate of Amendment with the Nevada
Secretary of State to record the amendment.

                       About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

Sunvalley Solar reported a net loss of $398,866 in 2011, compared
with a net loss of $375,839 in 2010.

The Company's balance sheet at March 31, 2012, showed
$6.01 million in total assets, $5.91 million in total liabilities
and $104,904 in total stockholders' equity.

In its audit report for the 2011 results, Sadler, Gibb &
Associates, LLC, in Salt Lake City, UT, noted that the Company had
losses from operations of $104,000 and accumulated deficit of
$1.36 million, which raises substantial doubt about the Company's
ability to continue as a going concern.


THORNBURG MORTGAGE: $2MM Accord Struck in Shareholder Class Suit
----------------------------------------------------------------
Dennis Domrzalski at New Mexico Business Weekly reports that a
proposed $2 million settlement has been announced in a class
action lawsuit involving shareholders who sued Thornburg Mortgage
Inc. for fraud regarding its financial performance.

The federal court lawsuit, filed in 2007, alleges Thornburg's
stock price fell dramatically in August 2007 because of allegedly
misleading statements.  The stock price fell from $23.84 on Aug. 7
to $13.50 on Aug. 20, after financial analysts and rating agencies
downgraded the company's securities because of liquidity concerns.
In an attempt to stay afloat, Thornburg sold $20.5 billion of
assets at a steep discount.

The report notes a hearing on the proposed settlement is scheduled
for 9 a.m. (MDT), Aug. 27 in Albuquerque before U.S. District
Judge James O. Browning.  A notice on Thornburg's Web site said
bankruptcy proceedings are winding down and that Thornburg
Mortgage and its subsidiaries "have discontinued all other
operations."

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single- family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.


TITAN ENERGY: Incurs $616,000 Net Loss in First Quarter
-------------------------------------------------------
Titan Energy Worldwide, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $616,185 on $3.26 million of net sales for the three
months ended March 31, 2012, compared with a net loss of $1.03
million on $3.47 million of net sales for the same period during
the prior year.

The Company's balance sheet at March 31, 2012, showed $5.81
million in total assets, $8.93 million in total liabilities and a
$3.12 million total stockholders' deficit.

The Company incurred a net loss for the three months ended
March 31, 2012.  At March 31, 2012, the Company had an accumulated
deficit of $33,980,920.  These conditions raise substantial doubt
as to the Company's ability to continue as a going concern.

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

                        http://is.gd/VwzFx9

                        About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.

The Company reported a net loss of $3.43 million in 2011,
compared with a net loss of $3.67 million in 2010.


TRAFFIC CONTROL: Creditors Balk at Marwit Capital's Lawsuit
-----------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
creditors committee in Traffic Control and Safety Corp.'s Chapter
11 case is siding with the company and its primary creditor, Fifth
Street Finance Corp., asking the judge to halt private equity firm
Marwit Capital Partners's lawsuit against Fifth Street.

                      About Traffic Control

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

No creditors committee has been appointed in the Debtors' cases.


TRI-STATE FINANCIAL: Avoidance Suit Against Midwest Goes to Trial
-----------------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney denied the request of the
Chapter 11 trustee of the bankruptcy estate of Tri-State Financial
LLC for partial summary judgment in his lawsuit against Midwest
Renewable Energy, LLC.  The Trustee seeks to recover the $107,364
Midwest received from the Debtor as preferential or fraudulent
transfers.  Midwest objected.  Judge Mahoney said there are
factual questions about the nature and extent of the business
relationship and financial transactions between Tri-State and
Midwest, which require further fact-finding.  Because it is not
clear from this record that the Trustee is entitled to judgment as
a matter of law, the motion for partial summary judgment will be
denied.  The case is THOMAS D. STALNAKER, TRUSTEE, Plaintiff, v.
MIDWEST RENEWABLE ENERGY, LLC., Defendant, Adv. Proc. No. 10-8072
(Bankr. D. Neb.).  A copy of the Court's May 29, 2012 Order is
available at http://is.gd/vVSPTQfrom Leagle.com.

Tri-State Financial LLC, owner of the North Country Ethanol plant
near Rosholt, South Dakota, filed a Chapter 11 petition (Bankr. D.
Neb. Case No. 08-83016) on Nov. 21, 2008, in Omaha, Nebraska.  The
company listed assets of $35 million and debt totaling $27
million. Centris Federal Credit Union holds a secured claim
aggregating $19.6 million.


VISHAY INTERTECHNOLOGY: Moody's Says Share Buyback Credit Neg.
--------------------------------------------------------------
Moody's Investors Service said that Vishay Intertechnology, Inc.'s
announcement that it is issuing $150 million of new convertible
senior notes to fund share buybacks is credit negative but does
not affect the company's Ba3 Corporate Family Rating and stable
ratings outlook. The company is issuing new debt as the majority
of its $923 million in cash and short-term investments balances
resides in jurisdictions outside the U.S.

Vishay Intertechnology, Inc., headquartered in Malvern, PA, is one
of the largest manufacturers and suppliers of discrete passive and
active electronic components. Vishay reported $2.4 billion in
revenue for the twelve months ended March 31, 2012.


VISCOUNT SYSTEMS: Five Directors Elected at Annual Meeting
----------------------------------------------------------
At the annual general meeting of the holders of common shares of
Viscount Systems Inc. held on May 29, 2012, the shareholders:

   (a) approved the proposal that the number of directors be fixed
       at five;

   (b) elected Stephen Pineau, Robert Liscouski, Paul Goldenberg,
       Dennis Raefield, and Paul Brisgone as directors to serve
       until the next annual general meeting of the shareholders;
       and

   (c) approved the appointment of Dale Matheson Carr- Hilton
       LaBonte LLP, Chartered Accountants as independent auditors
       of the Company for the year ending Dec. 31, 2012.

                      About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP,
in Vancouver, Canada, expressed substantial doubt about Viscount
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has an accumulated deficit of
C$5,769,027 and has reported a loss of C$2,883,304 for the year
ended Dec. 31, 2011.

The Company reported a net loss of C$2.9 million on C$3.5 million
million of revenues for 2011, compared with a net loss of
C$1.3 million on C$3.9 million of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed C$1.02
million in total assets, C$1.28 million in total liabilities and a
C$263,379 total stockholders' deficit.


VISTA BELLA: Ch.7 Trustee Can Hire Lyon to Pursue Fraudulent Suits
------------------------------------------------------------------
Lynn Harwell Andrews, the Chapter 7 Trustee for Vista Bella, Inc.,
won Court permission to employ William M. Lyon, Jr., Esq., to
represent the bankruptcy estate with regard to several fraudulent
transfer claims.  Mr. Lyon has offered to work pursuant to a
contingency fee arrangement and to forego out-of-pocket expenses
until the conclusion of the action.

The fraudulent transfer claims that Mr. Lyon would file are:

     1. Vista Bella's July 2007 transfer of Vista Bella
        condominium unit PH-1, inclusive of boat slips and
        garages, to Robert and Susan Shallow in return for an
        alleged payment of $1,000,000 made personally to the
        insider of Vista Bella but which was not received and did
        not constitute consideration to Vista Bella;

     2. Vista Bella's January 2009 forgiveness and release of the
        $350,000 vendor's lien retained on Unit PH-1 without
        payment of any consideration from the Shallows;

     3. Vista Bella's approval of the May, 2009 transfer of a
        number of boat slips and garages from the Shallows, as
        constructive trustees and nominees for Vista Bella, to or
        for the benefit of RBL, LLC and/or its member Ronald H.
        Carr, without payment to Vista Bella or credit upon the
        mortgage debt; and

     4. Vista Bella's January 2011 written release of all known
        and unknown, past and future legal claims against the
        Shallows, RBL, and Carr without payment of any
        consideration to Vista Bella.

The fraudulent transfer actions arise out of the transfer of Vista
Bella condominium Unit PH-1 to the Shallows, RBL LLC, and Ronald
H. Carr.  Mr. Lyon has represented, or continues to represent, the
petitioning creditors C. Thurmon Bell and The Lemoine Company of
Alabama, LLC, in several state court matters related to
transactions Vista Bella.

Vista Bella objected to the Lyon retention.  Among others, Vista
Bella argued the estate has potential claims against Mr. Lyon.
Mr. Lyon is listed as attorney of record for Vista Bella in a
lawsuit filed by HLH Constructors, Inc. that led to a judgment
against Vista Bella.  No appeal of the judgment was undertaken.
Vista Bella argued that additional facts might reveal potential
claims against Mr. Lyon and that the Chapter 7 Trustee has a duty
to investigate those potential claims.

In granting the Chapter 7 Trustee's Application, the Court noted
the Trustee seeks to appoint Mr. Lyon for a specific purpose.  To
be valid under 11 U.S.C. Sec. 327(e), the special purpose must be
unrelated to the general reorganization of the debtor and must be
explicitly described.  The Court also noted that Mr. Lyon's
involvement with Vista Bella was minimal.  Mr. Lyon acknowledged
that his role in representing Vista Bella was merely as scrivener.

The Court agreed that the employment of Mr. Lyon will be in the
best interest of the estate.  The fraudulent transfer actions
could bring significant value into the estate.  Mr. Lyon has
extensive knowledge of the parties, facts, and circumstances that
make up the fraudulent transfer actions.  Presumably, Mr. Lyon's
knowledge will result in a more efficient and cost-effective
return for the estate versus hiring an attorney less familiar with
the underlying facts and circumstances.  Moreover, Mr. Lyon has
agreed to work on a contingency fee basis and to defer costs.

A copy of Bankruptcy Judge Margaret A. Mahoney's May 29, 2012
Order is available at http://is.gd/ubzvdhfrom Leagle.com.

                         About Vista Bella

Vista Bella Inc. was incorporated in March 2005 to develop
condominiums in Orange Beach, Alabama.  Vista Bella was the
subject of an involuntary Chapter 11 petition (Bankr. S.D. Ala.
Case No. 11-00149) on Jan. 18, 2011.  The petitioning creditors
were C. Thurmon Bell, The Lemoine Company of Alabama, LLC, and
Earnest P. Breaux Electrical, Inc.  Upon Breaux's withdrawal,
William P. Condon and Washer Hill Lipscomb Cabaniss Architecture,
LLC joined the other petitioning creditors.  The Court held a
hearing regarding the involuntary petition and on Aug. 30, 2011
converted the case from Chapter 11 to one under Chapter 7 of the
Bankruptcy Code.


WAVE SYSTEMS: Has 15-Year Distribution Agreement with Samsung
-------------------------------------------------------------
Wave Systems Corp. signed a 15-year Software License and
Distribution Agreement with Samsung Electronic Co, Ltd.,
permitting the distribution of Wave's Embassy Security Center and
TCG Software Stack software technology with Samsung devices that
include a Trusted Platform Module.  Wave will receive a per-unit
royalty based on Samsung's sales of products that are equipped
with or include Wave's software technology.  The contract does not
provide for guaranteed minimum or maximum shipped quantities or
royalties.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $10.79 million in 2011, a
net loss of $4.12 million in 2010, and a net loss of $3.34 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $25.57
million in total assets, $18.45 million in total liabilities and
$7.12 million in total stockholders' equity.

                           Going Concern

The Company said in its annual report for the year ended Dec. 31,
2011, that it will be required to sell additional shares of common
stock, preferred stock, obtain debt financing or engage in a
combination of these financing alternatives, to raise additional
capital to continue to fund its operations for the twelve months
ending Dec. 31, 2012.  If Wave is not successful in executing its
business plan, it will be required to sell additional shares of
common stock, preferred stock, obtain debt financing or engage in
a combination of these financing alternatives or it could be
forced to reduce expenses which may significantly impede its
ability to meet its sales, marketing and development objectives,
cease operations or merge with another company.  No assurance can
be provided that any of these initiatives will be successful.  Due
to its current cash position, capital needs over the next year and
beyond, and the uncertainty as to whether it will achieve its
sales forecast for its products and services, substantial doubt
exists with respect to Wave's ability to continue as a going
concern.


YELLOWSTONE MOUNTAIN: Co-Founder Presses Plan to Sue Ex-Atty
------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that Yellowstone
Mountain Club LLC co-founder Timothy Blixseth on Tuesday continued
pressing a Montana bankruptcy court for leave to sue his former
lawyer for malpractice, saying his potential claims belong in
district court and are not part of the bankruptcy proceedings.

Law360 relates that Mr. Blixseth countered the argument of his
former lawyer Stephen Brown of Garlington Lohn & Robinson PLLP
that the legal malpractice claim is a core bankruptcy proceeding
that would not exist without the Montana resort's bankruptcy.

                      About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


* Ex-Hogan Lovells Atty Gets 3-Year Jail Term Over Travel Scam
--------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that a former
Hogan Lovells senior partner and bankruptcy expert on Wednesday
reportedly was sentenced to three years in jail for fraudulently
billing the firm GBP1.2 million ($1.9 million) to cover travel
expenses.

According to Law360, The Daily Telegraph reported that
Christopher Grierson, a former attorney at the U.K.-based firm,
was sentenced at London?s Southwark Crown Court.


* Harris Williams' G. Frankel Joins Huron Consulting
----------------------------------------------------
Huron Consulting Group, a leading provider of business consulting
services, disclosed that Geoffrey Frankel has joined the Company
as a managing director in the Financial Consulting segment to
provide transactional services to restructuring and bankruptcy
clients.

"Due to the current state of credit markets and ongoing economic
uncertainty, businesses are facing unprecedented financial and
operational challenges," said John DiDonato, managing director and
Financial Consulting segment leader, Huron Consulting Group.
"Geoff's investment banking expertise will provide clients
additional financial and transactional resources to address their
business challenges.  We're pleased to welcome him to Huron."

At Huron, Frankel will concentrate on building an investment
banking/capital markets practice focused on distressed companies
to complement the Company's existing restructuring advisory
services.  He has more than 20 years of experience advising
troubled and healthy companies and their creditor and equity-
holder constituencies in mergers and acquisitions, financings,
corporate/bankruptcy reorganizations, debt and equity
restructurings, complex valuations, and litigation support
services. His expertise spans a wide range of industries including
industrial, manufacturing, metals, consumer and building products,
and retail.

Prior to joining Huron, Frankel served as a managing director at
Harris Williams & Co. where he was the founder and group leader
for the firm's Restructuring Advisory and Distressed M&A practice.

                     About Huron Consulting

Huron Consulting Group -- http://www.huronconsultinggroup.com/--
helps clients in diverse industries improve performance, comply
with complex regulations, reduce costs, recover from distress,
leverage technology, and stimulate growth. The Company teams with
its clients to deliver sustainable and measurable results.  Huron
provides services to a wide variety of both financially sound and
distressed organizations, including healthcare organizations,
Fortune 500 companies, leading academic institutions, medium-sized
businesses, and the law firms that represent these various
organizations.


* Katten Muchin's J. Gadharf Hired by McDonald Hopkins
------------------------------------------------------
Joshua Gadharf has joined the Business Restructuring Services
Practice at McDonald Hopkins LLC, a business advisory and advocacy
law firm.  Before joining McDonald Hopkins, Gadharf was with
Katten Muchin Rosenman LLP.

The Business Restructuring Services Practice at McDonald Hopkins
is co-chaired by Shawn Riley and Steve Gross and has more than 20
lawyers focusing on various aspects of business restructurings and
bankruptcies.  With a national footprint, the practice focuses on
middle market, privately-owned businesses.  Several members of the
practice have received national recognition.

Gadharf's experience includes advising debtors, lenders,
creditors, asset purchasers, and other interested parties in all
aspects of business reorganizations, bankruptcies and out-of-court
restructurings.  He has also represented clients in contested
chapter 11 proceedings, adversary proceedings and other civil
litigation.

Gadharf received his J.D. degree, with honors, from Chicago-Kent
College of Law in 2008.  He served on the Chicago-Kent Law Review
from 2006 to 2008. Gadharf earned a Bachelor of Arts degree, with
honors, from Washington University in St. Louis in 2003.

The lawyer can be reached:

         Joshua Gadharf
         McDONALD HOPKINS
         Tel No.: (312) 642-2538
         E-mail: jgadharf@mcdonaldhopkins.com

                      About McDonald Hopkins

McDonald Hopkins -- http://www.mcdonaldhopkins.com/-- a business
advisory and advocacy law firm with a more than 80-year history,
has offices in Chicago, Cleveland, Columbus, Detroit, Miami, and
West Palm Beach.  The president of McDonald Hopkins is Carl J.
Grassi.


* BOOK REVIEW: The Health Care Marketplace
------------------------------------------
Author: Warren Greenberg, Ph.D.
Publisher: Beard Books
Softcover: 179 pages
List Price: $34.95
Review by Henry Berry

Greenberg is an economist who analyzes the healthcare field from
the perspective that "health care is a business [in which] the
principles of supply and demand are as applicable . . . as to
other businesses."  This perspective does not ignore or minimize
the question of the quality of health, but rather focuses sharply
on the relationship between the quality of healthcare and economic
factors and practices.

For better or worse, the American healthcare system to a
considerable degree embodies the beliefs, principles, and aims of
a free-market capitalist economic system driven by competition.
In the early sections of The Health Care Marketplace, Greenberg
takes up the question of how physicians and how hospitals compete
in this system.  "Competition among physicians takes place locally
among primary care physicians and on a wider geographical scale
among specialists.  There is competition also between M.D.s and
allied practitioners: for example, between ophthalmologists and
optometrists and between psychiatrists and psychologists.
Regarding competition between physicians in a fee-for-service
practice and those in managed care plans, Greenberg cites
statistics and studies that there was lesser utilization of
healthcare services, such as hospitalization and tests, with
managed care plans.

Some of the factors affecting the economics of different areas of
the healthcare field are self-evident, albeit may be little
recognized or little realized by consumers.  One of these factors
is physician demeanor.  Most readers would see a physician's
demeanor as a type of personality exhibited during the course of
the day.  But after the author notes that "[c]ompetition also
takes place in professional demeanor, location, and waiting time,"
the word "demeanor" takes on added meaning. The demeanor of a big-
city plastic surgeon, for example, would be markedly different
from that of a rural pediatrician.  Thus, demeanor has a
relationship to the costs, options, services, and payments in the
medical field, and also a relationship to doctor education and
government funding for public health.

Greenberg does not follow his economic data and summarizations
with recommendations or advice. He leaves it to the policymakers
to make decisions on the basis of the raw economic data and
indisputable factors such as physician demeanor.  Nor does he take
a political position when he selects what data to present or
emphasize.  It is this apolitical, unbiased approach that makes
The Health Care Marketplace of most value to readers interested in
understanding the economics of the healthcare field.

Without question, a thorough understanding of the factors
underlying the healthcare marketplace is necessary before changes
can be made so that the health needs of the public are better met.
Conditions that are often seen as intractable because they are
regarded as social or political problems such as the overcrowding
of inner-city health centers or preferential treatment of HMOs
are, in Greenberg's view, problems amenable to economic solutions.
According to the author, the basic economic principle of supply-
and-demand goes a long way in explaining exorbitantly high medical
costs and the proliferation of specialists.

Greenberg's rigorous economic analysis similarly yields an
informative picture of the workings of other aspects of the
healthcare field.  Among these are hospitals, insurance, employee
health benefits, technology, government funding of health
programs, government regulation, and long-term health care.  In
the closing chapter, Greenberg applies his abilities as a keen-
eyed observer of the economic workings of the U.S. healthcare
field to survey healthcare systems in three other countries:
Canada, Israel, and the Netherlands.  "An analysis of each of the
three systems will explain the relative doses of competition,
regulation, and rationing that might be used in financing of
health care in the United States," he says.  But even here, as in
his economic analyses of the U.S. healthcare system, Greenberg
remains nonpartisan and does not recommend one of these three
foreign systems over the other.  Instead he critiques the
Canadian, Israel, and Netherlands systems -- "none [of which]
makes use of the employer in the provision of health insurance,"
he says -- to prompt the reader to look at the present state and
future of U.S. healthcare in new ways.

The Health Care Marketplace is not a book of limited interest, and
the author's focus on the economics of the health field does not
make for dry reading.   Healthcare is a central concern of every
individual and society in general.  Greenberg's book clarifies the
workings of the healthcare field and provides a starting point for
addressing its long-recognized problems and moving down the road
to dealing effectively with them.

Warren Greenberg is Professor of Health Economics and Health Care
Sciences at George Washington University, and also a Senior Fellow
at the University's Center for Health Policy Research. Prior to
these positions, in the 1970s he was a staff economist with the
Federal Trade Commission.  He has written a number of other books
and numerous articles on economics and healthcare.



                            *********

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
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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
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The Sunday TCR delivers securitization rating news from the week
then-ending.

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                           *********

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
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Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
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Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

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