TCR_Public/130315.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, March 15, 2013, Vol. 17, No. 73

                            Headlines

12 CDT: Case Summary & 8 Unsecured Creditors
2700 JEROME AVE.: Case Summary & Unsecured Creditor
501 GRANT STREET: Can Obtain DIP Financing of Up to $85,000
A123 SYSTEMS: Cuts Estimated Creditor Recoveries By Half
ABLECARE MEDICAL: Case Summary & 20 Largest Unsecured Creditors

ABSORBENT TECHNOLOGIES: Section 341(a) Meeting Set for April 16
ADDCO LLC: Tiger Group to Conduct Sealed Bid Sale of Assets
AHERN RENTALS: Seeks Approval of Work Letter on Exit Financing
AJAX INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
AMERICAN AIRLINES: Requests More Time to File Reorganization Plan

AMERICAN AIRLINES: Settles Antitrust Feud With Travelport
ASARCO LLC: E.D. Mo. Court Stays Suit v. NL Industries et al.
ATLANTIC & PACIFIC: Dist. Court Rules in Suit v. Pathmark, ASI
AURORA USA: New US$250MM Senior Notes Get Moody's 'Caa1' Rating
AXIALL CORP: Moody's Rates US$200-Mil. Secured Term Loan 'Ba1'

BATH BRIDGEWATER: Judge Rejects Chapter 11 Plan
BNP OIL & GAS: Appeal From Seashore Sale Approval Stayed
BREAKWATER MARINA: Case Summary & 20 Largest Unsecured Creditors
BYRD FOODS: Voluntary Chapter 11 Case Summary
BYWATER PROPERTIES: Case Summary & Unsecured Creditor

C.R. PEELE: Bankr. Court Enters Opinion on Bid to Dismiss DTC Suit
C&H MECHANICAL: Case Summary & 20 Largest Unsecured Creditors
CARRIBBEAN PETROLEUM: Injunction on Chartis Buyback Deal Denied
CECIL BANCORP: Stegman & Company Raises Going Concern Doubt
CENTRAL EUROPEAN: Voting Deadline on Exchange Moved to March 22

CENTRO COMPACTO: Case Summary & Unsecured Creditor
CHEAPER PEEPERS: Voluntary Chapter 11 Case Summary
CHRISTINE LARSEN: Bankruptcy Court Junks K. Preston Lawsuit
CRYSTAL ROSE: Updated Case Summary & Creditors' Lists
DEANNA ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors

DECORO USA: Loses Bid for $560,000 Tax Refund
DENSITY UTILITIES: Case Summary & 20 Largest Unsecured Creditors
DESERT HOT: S&P Lowers Rating on 2006 & 2008 TABs to 'CCC+'
DETROIT, MI: Michigan Expected to Announce Takeover of Finances
DOLPHIN COVE: Voluntary Chapter 11 Case Summary

GSC HOLDINGS: Case Summary & 3 Unsecured Creditors
DORAL FINANCIAL: Reports $28.3-Mil. Net Income in 4th Qtr. 2012
DRI COMPANIES: Updated Case Summary & Creditors' Lists
EASTMAN KODAK: Seeks Court Approval to Settle Rousselot Claims
ENOVA MEDICAL: Case Summary & 20 Largest Unsecured Creditors

EVERGLADES RE: S&P Gives Prelim. 'B(sf)' Rating to 2013-1 Notes
FISKER AUTOMOTIVE: Founder & Chairman Steps Down
FRANK PARSONS: International Paper's Response Deadline Extended
GASCO ENERGY: Files Form 10-K, Incurs $22.2-Mil. Net Loss in 2012
GEOKINETICS INC: Confirmation of Prepack Plan Set for April 25

GEOKINETICS INC: Has Interim Order on $25MM DIP Loan
GEOKINETICS INC: Wins Interim Approval of First Day Motions
GEOKINETICS INC: Files Redacted Schedules Now, SOFAs Later
GILBERT AUTO: Case Summary & 20 Largest Unsecured Creditors
GOLD RESERVE: Updates Shareholders on U.S. Listing Status

GROVES IN LINCOLN: Proposes Benchmark-Led Auction in May
GROVES IN LINCOLN: Wells Fargo Allows Use of Cash Collateral
GROVES IN LINCOLN: Wants to Assume Bonus Agreement With CFO
GROVES IN LINCOLN: Case Summary & 20 Largest Unsecured Creditors
H.J. HEINZ: S&P Rates $2.1-Bil. 2nd Lien Sr. Secured Notes 'BB-'

HELLER EHRMAN: Status Conference on May 7
HB02WORKS LLC: Updated Case Summary & Creditors' Lists
HIGH BANKS: Case Summary & Unsecured Creditor
HOLLYWOOD BOULEVARD: Case Summary & 20 Largest Unsecured Creditors
HOSTESS BRANDS: Bakers Union Fights Cake Buyers Over Jobs

HOSTESS BRANDS: Says Justice Department Reviewing Flowers Deal
HOSTESS BRANDS: Selects McKee Foods as Winning Bidder for Drake's
HUNTER DEFENSE: Revenue Pressures Cue Moody's to Lower CFR to B3
J.F.B.C. LLC: Case Summary & Largest Unsecured Creditor
JEFFERSON COUNTY, AL: Aims to File Chapter 9 Plan in Early June

KARAM INC: Case Summary & 8 Unsecured Creditors
LEE'S FOODSERVICE: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Lands 'London Whale' Deposition in JPMorgan Row
LLC CRAIG: Case Summary & 7 Unsecured Creditors
LIGHTSQUARED INC: Wins Approval to Get Additional $5-Mil. DIP Loan

LOCUST STREET: Voluntary Chapter 11 Case Summary
MACCO PROPERTIES: U.S. Trustee Wants Case Converted to Chapter 7
MEDIPATTERN CORP: Enters Into MOU to Settle Outstanding Debt
MERRILL COMMS: Moody's Removes Provisional Designation on B3 CFR
MF GLOBAL: Wins Court Nod to Settle Intercompany Claims

MF GLOBAL: Court Approves Supplements to Plan Outline
MF GLOBAL: Judge Approves Accord with JPMorgan
MILLER AUTOMOTIVE: Withdrawal Bid a Case of Forum Shopping
MODERN PLASTICS: New Products Purchases $1.2-Mil. Mortgage Note
MONITOR COMPANY: Has Until April 1 to Use Cash Collateral

NACIO SYSTEMS: Court May Approve Release of $210,000 to NIG
NTELOS HOLDINGS: S&P Retains 'BB-' CCR on CreditWatch Negative
OCD LLC: Case Summary & 6 Largest Unsecured Creditors
OLD COLONY: Can Access Wells Fargo Cash Collateral Until June 15
OYSTER LANDING: Case Summary & 11 Unsecured Creditors

PALM BEACH PORT: Moody's Retains Stable Outlook and Ba1 Rating
PATRIOT COAL: Seeks to Modify CBAs, Sues Peabody Energy
PHILADELPHIA ENERGY: Moody's Assigns 'B1' Rating to US$500MM Loan
PINNACLE AIRLINES: To Sell Engines, Aircraft Parts for $1.1-Mil.
POMONA VALLEY: S&P Lowers Rating on Series 2002 Bonds to 'CCC'

POWERWAVE TECHNOLOGIES: Committee Objects to Jones Day Release
PROVINCE GRANDE: Case Summary & 20 Largest Unsecured Creditors
PUERTO DEL REY: Luis R. Carrasquillo OK'd as Financial Consultant
PUERTO DEL REY: Secured Creditor FirstBank Wants Case Dismissal
RIO VISTA: Voluntary Chapter 11 Case Summary
REVEL AC: CEO Resigns Weeks Before Expected Bankruptcy Filing

REVSTONE INDUSTRIES: GM Opposes DiDonato as CRO over Ties with CEO
SAVE MOST: Triggs & Reese OK'd as Accountant and Tax Professional
SAVE MOST: Taps Lee R. Goldberg to Negotiate Settlement with SDCCU
SEMCRUDE LP: No Rehearing in Cottonwood Case v. Ex-CEO Kivisto
SOUTHERN AIR: Bankruptcy Court Confirms Reorganization Plan

SPEEDWAY MOTORSPORTS: S&P Lowers Rating on 8.75% Notes to 'BB-'
STAMP FARMS: Taps Miedema to Appraise 140-145 Irrigation Pivots
STINGER WELDING: Voluntary Chapter 11 Case Summary
STRADELLA INVESTMENTS: Plan Disclosures Hearing Moved to May 8
STRADELLA INVESTMENTS: R. Marschack Named Chapter 11 Trustee

SUPERCONDUCTOR TECHNOLOGIES: Incurs $10.9-Mil. Net Loss in 2012
SURVEYMONKEY: S&P Assigns 'B' CCR & Rates $365MM Facilities 'B'
SWISS CHALET: CPG Allowed Partial Discovery on Plan Carve-Out
TENNECO INC: Fitch Raises Issuer Default Rating to 'BB+'
TGAG LLC: Case Summary & 4 Largest Unsecured Creditors

TRANS1 INC: PwC LLP Raises Going Concern Doubt
TRAVELPORT LTD: Reports Financial Results for 4th Quarter 2012
TRIBUNE CO: S&P Assigns 'BB-' CCR & Rates $1.1BB Loan 'BB+'
TRONOX LTD: Term Loan Increase No Impact on Moody's 'Ba3' CFR
TRONOX LTD: S&P Affirms 'BB' CCR Following $200MM Add-On

UNITED AIR: S&P Rates $1BB 5-Yr. Facility and $900MM Loan 'BB-'
UNITED CONTINENTAL: Moody's Rates New Senior Debt Facility 'Ba2'
VACHIRA PONGVITAYAPANU: Denied Chapter 7 Discharge of Debts
VERIFONE INC: Poor Earnings Prompt Moody's to Review 'Ba3' CFR
W.R. GRACE: Grace Catalysts Unit Announces Price Increase

WATCO COS: S&P Assigns 'B' CCR & Rates $400MM Sr. Notes 'CCC+'
ZACKY FARMS: Foster Farms Out of Creditors Committee
ZACKY FARMS: Amends Bid to Tap King & Spalding as Counsel

* Banks Bow to New York on Clawbacks
* FASB Impairment Rule Could Hit U.S. Banks Reserves, Fitch Says
* U.S. Public Finance Default Rate Remains Low in 2012, Fitch Says

* U.S. Chamber Institute for Legal Reform Commends FACT Hearing
* U.S. Foreclosure Filings Up 2% in February, RealtyTrac Says
* Total Leverage Finance, High Yield Issuance Hit Record Levels

* Deloitte Names Sheila Smith Restructuring Services Leader
* WT Lee & Associates Says Foreclosure Settlement Insufficient

* BOOK REVIEW: The Oil Business in Latin America: The Early Years

                            *********

12 CDT: Case Summary & 8 Unsecured Creditors
--------------------------------------------
Debtor: 12 CDT, LLC
        12 Cambridge Drive
        Trumbull, CT 06611

Bankruptcy Case No.: 13-50347

Chapter 11 Petition Date: March 11, 2013

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Stephen P. Wright, Esq.
                  GOLDMAN, GRUDER & WOODS, LLC
                  105 Technology Drive
                  Trumbull, CT 06611
                  Tel: (203) 899-8900
                  Fax: (203) 899-8915
                  E-mail: swright@goldmangruderwoods.com

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

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

A copy of the Company's list of its eight largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ctb13-50347.pdf

The petition was signed by John J. Daley, III, managing member of
Janick Company, LLC.


2700 JEROME AVE.: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: 2700 Jerome Ave. Realty Corp.
        2700 Jerome Avenue
        Bronx, NY 10468

Bankruptcy Case No.: 13-10699

Chapter 11 Petition Date: March 10, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Sean H. Lane

Debtor's Counsel: Albert H. Barkey, Esq.
                  P.O. Box 1012
                  Cooper Station
                  New York, NY 10276-1012
                  Tel: (212) 677-5776
                  Fax: (646) 219-3072
                  E-mail: ahbarkey@aol.com

Scheduled Assets: $4,346,000

Scheduled Liabilities: $2,800,051

In its list of 20 largest unsecured creditors, the Company wrote
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Lawrence J. Berger, PC    Attorney services      $3,099
200 Madison Ave, Ste 1902
New York, NY 10016

The petition was signed by Carlos Abreu, president and secretary.


501 GRANT STREET: Can Obtain DIP Financing of Up to $85,000
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized 501 Grant Street Partners LLC to obtain postpetition
financing in the form of a line of Credit of up to $85,000 from
Theodore Fox or his designee.

The outstanding amount due and owing pursuant to the Line of
Credit will accrue interest at the rate of ten percent (10%) per
annum.

The Debtor agrees that it will use the advances made under the
Line of Credit to pay ordinary, necessary, actual and reasonable
allowed fees and expenses of its general insolvency counsel, the
fees payable to the Office of the United States Trustee, and for
no other purpose.

Tge Debtor's counsel will retain in its client trust account
$2,600 of the Line of Credit on account of OUST Fees.

The aggregate amount of advances under the Line of Credit will
become due and payable on March 29, 2013, unless earlier
terminated upon the occurrence of certain events as described in
the Order, including, among others, the approval in the Debtor's
case of a disclosure statement describing any plan which does not
provide for the payment in full of all indebtedness under the Line
of Credit plus all interest accrued thereon and all other amounts
payable to the DIP Lender, on the effective date of such plan.

As security of all indebtedness under the Line of Credit, the DIP
Lender is granted a first position lien on all assets of the
Debtor's estate of any kind or nature whatsoever, and all
proceeds, rents, or profits thereof, whether now existing or
hereafter acquired.

The DIP Lender's security interest in the Collateral will be
subject only to senior, nonavoidable, valid, enforceable and
perfected security interests and liens existing on the Petition
Date, including the liens in favor of SA Challenger, Inc., or any
of its predecessors, but only to the extent that such liens are
senior, non-avoidable, valid, enforceable and perfected liens
existing on the Petition Date.

Additionally, all Indebtedness will be a Chapter 11 administrative
expense in the Debtor's case pursuant to sections 503(b) and
507(a)(1) of the Bankruptcy Code; provided, however, such
administrative claim will not extend to or include any recoveries
or other proceeds of any transfers of any property or of any
interest in any property of the Debtor avoided pursuant to
sections 544, 545, 547, 548, 549, 550, 551, 553(b) or 724(a) o f
the Bankruptcy Code.

Except for any OUST Fees, all indebtedness of the DIP Lender will
have priority under Sections 364(c)(1) of the Bankruptcy Code over
all administrative expenses incurred in this case.

                     About 501 Grant Street &
                       Union Trust Building

An involuntary Chapter 11 bankruptcy petition was filed against
501 Grant Street Partners LLC, based in Woodland Hills, California
(Bankr. C.D. Calif. Case No. 12-20066) on Nov. 14, 2012.

501 Grant Street Partners owns the Union Trust Building in
downtown Pittsburgh, Pennsylvania.  It sought Chapter 11
protection (Bankr. W.D. Pa. Case No. 12-23890) on Aug. 3, 2012, to
avert a sheriff sale of the building.  The August petition
estimated under $50,000 in both assets and debts.  In November
2012, U.S. Bankruptcy Judge Judith K. Fitzgerald dismissed 501
Grant Street Partners' Chapter 11 petition, paving for the sheriff
sale of the Union Trust Building on Jan. 7, 2013.

SA Challenger Inc., which acquired interest in the building's
mortgage by U.S. Bank, has sought to foreclose on the Debtor's
property.  SA Challenger is seeking to collect $41.4 million.
Earlier in November, at the lender's request, Judge Ward appointed
the real estate firm CBRE to serve as receiver for the building,
overseeing its operation and management until the sheriff sale
takes place.

The bankruptcy judge approved an involuntary Chapter 11 petition
for 501 Grant, entering an order for relief on Dec. 13, 2012.  The
petitioning creditors are Allied Barton Security Services LLC,
owed $960 for security services; Cost Company LP, $5,900 owed for
masonry work; and MSA Systems Integration Inc., owed $2,401 for
unpaid invoice.  Malhar S. Pagay, Esq., at Pachulski Stang Ziehl &
Jones LLP, represents the petitioning creditors.

Attorneys at Levene, Neale, Bender, Yoo & Brill LLP represent the
Debtor in the involuntary Chapter 11 proceeding.


A123 SYSTEMS: Cuts Estimated Creditor Recoveries By Half
--------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that defunct battery
maker A123 Systems Inc. on Tuesday slashed the projected returns
for unsecured creditors under its liquidation plan by half, but
also said it is challenging the flood of warranty and contract
claims that led to the revision.

The report related that in an amended disclosure statement filed
in Delaware bankruptcy court, A123 cut the estimated recoveries
for general unsecured creditors to 32.7%, down from 65%, two days
after former top customer Fisker Automotive Inc. objected that the
total claim and recovery numbers didn't add up.

                        About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designed,
developed, manufactured and sold advanced rechargeable lithium-ion
batteries and battery systems and provided research and
development services to government agencies and commercial
customers.  A123 was the recipient of a $249 million federal grant
from the Obama administration.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.
A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Lawyers at Richards, Layton & Finger, P.A., and
Latham & Watkins LLP serve as the Debtors' counsel.  Lazard Freres
& Co. LLC acts as the Debtors' financial advisors, while Alvarez &
Marsal serves as restructuring advisors.  Logan & Company Inc.
serves as the Debtors' claims and noticing agent.  Brown Rudnick
LLP and Saul Ewing LLP serve as counsel to the Official Committee
of Unsecured Creditors.

Prior to the bankruptcy filing, A123 had an agreement to sell an
80% stake in the business to Chinese auto-parts maker Wanxiang
Group Corp.  U.S. lawmakers opposed the deal over concerns on the
transfer of American taxpayer dollars and technology to China.
When it filed for bankruptcy, the Debtors presented a deal to sell
all assets to Johnson Controls Inc., subject to higher and better
offers.  At the auction in December 2012, most of the assets ended
up being sold for $256.6 million to Wanxiang.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.  JCI is represented in the
case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP.

A123 has filed a liquidating Chapter 11 plan designed to give
holders of $143.75 million in subordinated notes a recovery of
about 65%.  General unsecured creditors with $124 million in
claims are to have the same recovery.  The plan provides for
holders of $35.7 million in senior note claims to be paid in full.


ABLECARE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ablecare Medical, Inc.
        7798 Reading Road
        Cincinnati, OH 45237

Bankruptcy Case No.: 13-11030

Chapter 11 Petition Date: March 11, 2013

Court: United States Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Elliott Polaniecki, Esq.
                  9000 Plainfield Road
                  Cincinnati, OH 45236
                  Tel: (513) 793-5999
                  Fax: (513) 793-4691
                  E-mail: e28p@aol.com

Scheduled Assets: $4,408,059

Scheduled Liabilities: $3,826,638

A copy of the Company's list 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ohsb13-11030.pdf

The petition was signed by Dinesh J. Martis, sole shareholder and
president.


ABSORBENT TECHNOLOGIES: Section 341(a) Meeting Set for April 16
---------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Absorbent
Technologies, Inc., will be held on April 16, 2013, at 1:30 p.m.
at UST1, US Trustee's Office, Portland, Room 223.  Creditors have
until July 15 to submit their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      Absorbent Technologies

Absorbent Technologies, Inc., filed a Chapter 11 petition (Bankr.
D. Ore. Case No. 13-31286) on March 8, 2013, without citing a
reason.  David C. Moffenbeier signed the petition as CEO.  Judge
Trish M. Brown presides over the case.   Gary U. Scharff, Esq., at
the Law Office of Gary U. Scharff serves as the Debtor's counsel.

The Beaverton, Oregon-based company develops, produces, and
markets starch-based superabsorbent products and ingredients in
the United States and internationally.  It offers Zeba, a corn
starch-based polymer that helps farmers grow bigger crops with
less water.  Placed near a plant's roots, Zeba serves as a Grape
Nut-sized sponge that holds and distributes water as a plant needs
it.

The Debtor estimated assets and debts of at least $10 million.
The Debtor has a manufacturing facility at 140 Queen Avenue SW,
Albany, Oregon.

Fluffco LLC and Ephesians Equity Group LLC own equity interests in
privately held Absorbent Technologies.


ADDCO LLC: Tiger Group to Conduct Sealed Bid Sale of Assets
-----------------------------------------------------------
Tiger Group's Remarketing Services division is conducting a Sealed
Bid Offering of assets of Addco, LLC, whose product lines included
permanent dynamic message signs (DMS) and portable changeable
message signs built for Intelligent Transportation System (ITS)
and traffic control.

The assets will be sold off in groups of 10 lots through a U.S.
Bankruptcy Court-ordered sealed bid sale, with all bids due by
4:00 pm ET on March 21.  Lots offered in the sealed bid lot
catalog range from all assets to machinery and equipment; specific
product lines; all of the company's inventory, including raw
materials, components, finished goods and demo units; intellectual
property, and various vehicles.

Addco filed for voluntary Chapter 7 bankruptcy on January 11, 2013
in the U.S. Bankruptcy Court for the District of Delaware.  Tiger
is conducting the sale on behalf of Chapter 7 Bankruptcy Trustee
George Miller.  A preview of the assets being sold is being
conducted, by appointment, at the 60-year-old company's 80,000-
square-foot manufacturing facility, located at 240 Arlington Ave.
East in St Paul.

"We are working in cooperation with Addco's former management team
to facilitate a sale comprised of lots that will appeal to
competitors, dealers and distributors, and end-users," said Jeff
Tanenbaum, president of Tiger Remarketing.  "This process is
designed to identify the highest and best bidders, while
maintaining large enough lot packages to preserve enterprise
opportunities.  In other words, a bidder interested in servicing
Addco's in-field equipment may only be interested in purchasing
the company's parts inventory lots.  By the same token, a company
interested in stepping into Addco's shoes as a manufacturer could
extend their bid to include the intellectual property and
machinery and equipment lots.  The sale will be awarded in
consideration of the highest and best combination of bids."

Mr. Tanenbaum added that the process includes a provision for a
round of live bidding in the event that comparable bids for
various lots are received from different parties. This phase would
be conducted through a telephonic auction on March 25.

Assets being sold include:

-- Finished signs, message and character boards;

-- An estimated $2.6 million inventory that includes replacement
parts, components, sub-assemblies and raw materials for the
company's full matrix signs, character signs and arrow boards,
electrical components, printed circuit boards, metal stock, wire,
cable, and more;

-- Intellectual property, including domain name, patents,
trademarks, and customer lists; and

-- Manufacturing and assembly equipment from Addco's fully
operable manufacturing facility, along with vehicles, material
handling equipment, office furniture, network and office
equipment.

For more information about this sale, visit
http://www.SoldTiger.comor call 800-758-8443, to speak with an
auction team member.

                         About Tiger Group

Tiger Group -- http://www.TigerGroup.com-- provides asset
valuation, advisory and disposition services to a broad range of
retail, wholesale, and industrial clients.

                           About Addco

Addco, LLC is a St. Paul-based traffic safety and control
equipment manufacturer.


AHERN RENTALS: Seeks Approval of Work Letter on Exit Financing
--------------------------------------------------------------
BankruptcyData reported that Ahern Rentals filed with the U.S.
Bankruptcy Court a motion to enter into a work letter regarding
exit financing and to pay the associated fees of Barclays Bank and
Jefferies Finance as administrative expenses.

The Debtors, BankruptcyData related, assert, "To obtain exit
financing within the timeframe for emergence that the Debtor  has
targeted, and ensure that the exit financing it obtains is on the
best possible terms, the Debtor has determined, in the exercise of
its business judgment, to enter into the Work Letter with the
Arrangers so that they can commence due diligence activities,
assess potential terms and capitalization structures, determine
the level of interest from potential lenders and engage counsel to
perform legal and other due diligence and documentation, in all
cases with respect to a potential Exit Financing Facility."

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  In its schedules, the Debtor disclosed $485.8 million
in assets and $649.9 million in liabilities.

Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.

Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.

Attorney for GE Capital is James E. Van Horn, Esq., at
McGuirewoods LLP.  Wells Fargo Bank is represented by Andrew M.
Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.
Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert
LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.


AJAX INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ajax International Group LLC
          dba Taco Tico
        13901 E. Gilbert
        Wichita, KS 67230

Bankruptcy Case No.: 13-10450

Chapter 11 Petition Date: March 8, 2013

Court: U.S. Bankruptcy Court
       District of Kansas (Wichita)

Judge: Dale L. Somers

Debtor's Counsel: Susan G. Saidian, Esq.
                  Case, Moses, Zimmerman & Martin, P.A.
                  900 Olive Garvey Building
                  200 West Douglas
                  Wichita, KS 67202
                  Tel: (316) 303-0100
                  Fax: (316) 265-8263
                  E-mail: sgsaidian@cmzwlaw.com

                         - and ?

                  William H. Zimmerman, Jr., Esq.
                  Case, Moses, Zimmerman & Martin, P.A.
                  900 Olive Garvey Building
                  200 West Douglas
                  Wichita, KS 67202
                  Tel: (316) 303-0100
                  Fax: (316) 265-8263
                  E-mail: whzbk@cmzwlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ksb13-10450.pdf

The petition was signed by Mahmood Karim, CEO.


AMERICAN AIRLINES: Requests More Time to File Reorganization Plan
-----------------------------------------------------------------
Karen Jacobs, writing for Reuters, reported that American Airlines
parent AMR Corp (AAMRQ.PK), which is planning to merge with US
Airways Group (LCC.N), has asked a judge for another extension of
its exclusive period to file a plan to exit bankruptcy.

According to the Reuters report, the carrier and its unsecured
creditors committee asked the U.S. Bankruptcy Court on Wednesday
to extend the time during which creditors cannot pursue their own
restructuring plans for the airline to May 29. Currently, American
has until April 15 to file its reorganization plan.

"The requested extensions are necessary in order to formulate,
negotiate, and propose a Chapter 11 plan that implements the
Merger," the carrier's filing said, Reuters cited.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

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


AMERICAN AIRLINES: Settles Antitrust Feud With Travelport
---------------------------------------------------------
Dan Prochilo of BankruptcyLaw360 reported that American Airlines
Inc. said Wednesday that it had settled its antitrust claims
against airfare distributor Travelport Ltd., resolving its
allegations that Travelport conspired with Orbitz Worldwide Inc.
and other companies to block the now-bankrupt airline's attempt to
create a competing online ticketing system.

The report related that the arrangement calls for American
Airlines' and Travelport's once-competing online systems to be
integrated, enabling Travelport to still offer its customers
access to American Airlines flights while allowing American
Airlines to "merchandize its full line of products through
Travelport."

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

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


ASARCO LLC: E.D. Mo. Court Stays Suit v. NL Industries et al.
-------------------------------------------------------------
ASARCO LLC, a Delaware Corporation, Plaintiff, v. NL INDUSTRIES,
INC., et al., Defendants, Case No. 4:11-CV-00864-JAR (E.D. Mo.),
is a civil action brought by Asarco LLC under the Comprehensive
Environmental Response Compensation and Liability Act, 42 U.S.C.
Sections 9601 et seq., for contribution and cost recovery against
these potentially responsible parties:

     * NL Industries, Inc.,
     * Union Pacific Railroad Company,
     * St. Francois County Environmental Corporation, and
     * Delta Asphalt, Inc.

Asarco filed for Chapter 11 bankruptcy on Aug. 9, 2005, and on
Feb. 2, 2008, entered into a settlement agreement with the United
States Environmental Protection Agency and the State of Missouri
regarding its CERCLA-related liability at certain sites within the
Southeast Missouri Mining District.  The SEMO settlement was
judicially approved and entered on May 12, 2008.  Asarco paid
approximately $80 million in settlement, which included response
costs and natural resource damages.  Asarco now seeks to recover
monies it paid in its settlement with the United States and the
State of Missouri regarding its environmental liability at the
SEMO sites.

NL, SFCEC, and Delta request the Court enter an order staying
Asarco's claims until such time as the United States is able to
make a final determination as to the remedy for all SEMO sites,
natural resources damages are determined, and the United States'
claims against them are fully resolved.  Defendants assert that
any other result will (1) require the District Court to speculate
as to what action the government may take in the future, since the
government has not made its final determinations; (2) require the
government to be involved in expensive and voluminous discovery
about potential future action it may take which will detract from
the government's focus on remediating the SEMO Sites; and (3)
expose the Defendants to inconsistent results and/or a double
recovery -- one from Asarco, and one from the government -- all
being inconsistent with CERLCA's statutory language.

The Defendants also filed motions for summary judgment.

Asarco opposes the Defendants' motions to stay, arguing that
requiring it to wait for adjudication of its contribution claims
will create a disincentive for PRPs to settle their CERCLA claims
early, and is contrary to the stated policy goal of CERCLA Sec.
133(f).  Moreover, if there is a significant delay, Asarco
contends that the Defendants will seek to enter their own
settlements with the government, which will give them contribution
protection.

Union Pacific argues that because it has never been identified as
a PRP at any of the SEMO sites where Asarco has a contribution
claim, it opposes any ruling on the motions to stay that would
limit its right to engage in discovery on liability.  Union
Pacific does not, however, oppose a stay as between Asarco and any
or all of the other Defendants.

In a March 11, 2013 Memorandum and Order available at
http://is.gd/AgPH4wfrom Leagle.com, District Judge John A. Ross
found good cause to stay the action with respect to any
apportionment or damages determination.  While the Defendants
request a limited stay of three years, they acknowledge this is an
arbitrary time period.  After consideration, Judge Ross stayed
this matter until further Court order.  The Court denied the
Defendants' motions for summary judgment as premature in light of
the stay ruling.  The Court directed the parties to submit a joint
proposed scheduling plan for discovery on the issue of liability
and then set a scheduling/case management conference.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ATLANTIC & PACIFIC: Dist. Court Rules in Suit v. Pathmark, ASI
--------------------------------------------------------------
MacDonald Taylor filed a personal injury action on Dec. 16, 2011
against Pathmark Inc. and Advanced Snow and Ice Removal -- ASI --
arising out of a fall on the Pathmark's property.  On May 4, 2012,
ASI filed a third party complaint joining Grassman Landscape,
Grassman & Son, and Grassman Landscape, Inc., as third party
defendants.

Before the Court is ASI's Motion for Summary Judgment, the
Plaintiff's Response, as well as the Plaintiff's Motion for Leave
to File First Amended Complaint, the Answer of Grassman to the
Plaintiff's Motion for Leave to File an Amended Complaint, and
ASI's Answer in Opposition to the Motion for Leave to File First
Amended Complaint, together with the Plaintiff's Motion for Stay
of the Pending Motion for Summary Judgment of the Defendant
Advanced Snow and Ice Solutions, and the Responses of Grassman and
ASI.

In a March 11, 2013 Memorandum available at http://is.gd/hGAkYC
from Leagle.com, Magistrate Judge David R. Strawbridge:

     -- granted the Plaintiff's Motion for Leave to File First
        Amended Complaint;

     -- denied the Plaintiff's Motion for Stay Pending Motion
        for Summary Judgment of ASI as Moot; and

     -- granted the Motion for Summary Judgment of ASI as to
        Count Two: Breach of Contract.

The case is, MacDONALD TAYLOR, Petitioner, v. PATHMARK INC., et
al., Respondents, Civil Action No. 11-7702 (E.D. Pa.).

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
Before filing for bankruptcy in 2010, A&P operated 429 stores in
eight states and the District of Columbia under the following
trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-Center,
Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and
Food Basics.  A&P had 41,000 employees prior to the bankruptcy
filing.

In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
served as counsel to the Debtors.  Kurtzman Carson Consultants LLC
acted as the claims and notice agent.  Lazard Freres & Co. LLC
served as the financial advisor.  Huron Consulting Group served as
management consultant.  Dennis F. Dunne, Esq., Matthew S. Barr,
Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, represented the Official Committee of Unsecured
Creditors.

The Bankruptcy Court entered an order Feb. 27, 2012, confirming a
First Amended Joint Plan of Reorganization filed Feb. 17, 2012.
A&P consummated its financial restructuring and emerged from
Chapter 11 as a privately held company in March 2012.

A&P sold or closed stores during the bankruptcy proceedings.  It
emerged from bankruptcy with 320 supermarkets.  Among others, A&P
sold 12 Super-Fresh stores in the Baltimore-Washington area for
$37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

Mount Kellett Capital Management LP, The Yucaipa Companies LLC and
investment funds managed by Goldman Sachs Asset Management, L.P.,
provided $490 million in debt and equity financing to sponsor
A&P's reorganization plan and complete its balance sheet
restructuring.  JP Morgan and Credit Suisse arranged a
$645 million exit financing facility.


AURORA USA: New US$250MM Senior Notes Get Moody's 'Caa1' Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Aurora USA Oil
& Gas, Inc.'s proposed $250 million senior unsecured notes due
2020. Note proceeds will be used to fund its recent acreage
acquisition in the Eagle Ford shale and associated capital
expenditure requirements. The rating outlook is stable.

"The full working interest acquired in the acreage adjacent to
Aurora's non-operated acreage will give it the opportunity to
operate the new acreage independent of Marathon Oil while
increasing the proved reserves by 10%," commented Arvinder Saluja,
Moody's Analyst. "However, the absolute debt goes from $395
million to $645 million with this acquisition on a pro forma
basis."

Issuer: Aurora USA Oil & Gas, Inc.

Ratings assigned:

$250 million Senior Unsecured Notes due 2020, Caa1 (LGD4, 61%)

Ratings Unchanged:

Corporate Family Rating, B3
Probability of Default Rating, B3-PD
$365 million Senior Unsecured Notes due 2017, Caa1 (LGD4, 61%)

Ratings Rationale:

The Caa1 senior unsecured note rating reflects both the overall
probability of default of Aurora, to which Moody's assigns a PDR
of B3-PD, and a loss given default of LGD4-61%. The size of the
senior secured revolver's priority claim relative to the senior
unsecured notes results in the notes being rated one notch beneath
the B3 Corporate Family Rating under Moody's Loss Given Default
Methodology.

The B3 CFR is supported by Aurora's strong full cycle metrics with
production consisting of majority liquids, leverage which is
expected to decline during 2013 assuming production grows in line
with company expectations, the strong operational track record of
Marathon Oil which is the operator of all of Aurora's current
wells, a pro-forma cash balance and revolver availability large
enough to fund the majority of its projected 2013 capital budget,
and a large drilling inventory. The rating is restrained by
concentration in a single field with a small number of wells on a
relative basis.

Aurora's position as a non-operating owner of minority interests
in wells and acreage operated by Marathon has both positive and
negative implications. Having a minority interest allows Aurora to
diversify its drilling risk among a larger number of wells while
benefitting from Marathon's strong operational track record. The
arrangement also limits the control Aurora has over its capital
spending budget. However, the new acreage will allow for
discretion on capital allocation and the pace of development. The
CFR assumes that Aurora will maintain adequate liquidity to fund
its share of Marathon's drilling program and that production in
the Sugarkane Field will grow in line with company expectations.

Moody's could upgrade the ratings if Aurora achieves net proved
developed reserves of at least 40 MMBOE and net average daily
production in excess of 15 MBOE per day while maintaining debt to
net proved developed reserves below $10 per BOE. Moody's could
downgrade the ratings if Aurora fails to maintain adequate
liquidity to fund its share of Marathon's drilling program, the
production response to capital spending is not in line with
company forecasts, or EBITDA / interest is expected to be below
2.5x on a quarterly run rate basis.

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

Aurora USA Oil & Gas, Inc. owns minority non-operated interests in
oil and gas wells and acreage in the Sugarkane Field within the
Eagle Ford shale in Texas. Aurora is based in Perth, Australia.


AXIALL CORP: Moody's Rates US$200-Mil. Secured Term Loan 'Ba1'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Eagle Spinco's
$200 million secured term loan due 2017. ESC is a wholly-owned
subsidiary of Axiall Corporation (formerly known as Georgia Gulf
Corporation). The term loan was initially $279 million and was
funded by a bank group led by Barclays Bank Plc in January 2013 to
finance a portion of Georgia Gulf's merger with the chlor alkali
and derivatives business of PPG Industries (Baa1 stable).

Axiall recently drew on its revolver to pay down $79 million of
the term loan, and the remaining $200 million is now being
syndicated to investors. Moody's also affirmed Axiall's and Eagle
Spinco's existing ratings including Axiall's SGL-1 Speculative
Grade Liquidity rating. The outlook for Axiall and Eagle Spinco is
stable.

"We expect Axiall to repay this loan well before the maturity date
as the company had over $200 million of cash as of December 31,
2012 and is expected to generate over $100 million of free cash
flow in 2013," stated John Rogers, Senior Vice President at
Moody's Investors Service.

Ratings assigned:

Eagle Spinco, Inc.

  Secured Term Loan due 2017 -- Ba1 (LGD2, 26%)

Ratings affirmed:

Axiall Corporation

  Corporate Family Rating at Ba2

  Probability of Default Rating at Ba2-PD

  Speculative Grade Liquidity Rating at SGL-1

  $450 Senior unsecured notes due 2023 at Ba3 (LGD5, 70%)

Eagle Spinco, Inc.

  $688 million unsecured notes due 2021 at Ba3 (LGD5, 70%)

Ratings Rationale:

Axiall's Ba2 CFR reflects its position as one of the largest
producers of chor alkali in North America after the merger with
PPG's chlor alkali business, strong financial metrics (pro forma
Debt/EBITDA of 2.6x and Retained Cash Flow/Net Debt of 29% based
on 2012 results, including Moody's standard adjustments),
conservative financial policies, the improvement in the company's
vertical back integration and the expectation that Gulf Coast
natural gas costs will provide a sustainable competitive advantage
for exports.

This term loan has guarantees from all of Axiall's and ESC's
material domestic subsidiaries and a first lien on all assets
except those assets supporting the company's $500 million asset
based lending facility. The term loan has a second lien on the
accounts receivables, inventory, and other assets supporting the
ABL facility.

Moody's expects Axiall will generate extremely strong financial
metrics in 2013 with pro forma EBITDA of over $700 million and
balance sheet debt of roughly $1.4 billion. Axiall will also have
solid liquidity supported by the $500 million ABL facility that
currently has less than $100 million of drawings. The key
financial covenant in the ABL is a springing consolidated Fixed
Charge Coverage Ratio of 1:1, once availability falls below $62.5
million. Axiall is not expected to approach the level of borrowing
that would cause this covenant to be in effect.

The outlook is stable. However, if the Aromatics and Building
Products segments begin contributing greater than 20% of
consolidated EBITDA, there could be some upside to the rating. A
downgrade is unlikely, but could be possible if there were
integration problems or a sustained weakening of credit metrics
(over 3.5x Debt/EBITDA & less than 15% Retained Cash Flow/Debt).

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

Axiall Corporation, headquartered in Atlanta, Georgia, is a
producer of commodity chemicals including chlorovinyls (chlorine,
caustic soda, vinyl chloride monomer, polyvinyl chloride resins
and vinyl compounds), PVC fabricated products (pipe, siding,
window profiles, moldings, etc.), and aromatics (cumene, phenol
and acetone). In January 2013, Georgia Gulf Corporation merged
with the chlor alkali and derivatives business of PPG Industries
to form Axiall. The company expected to generate pro forma
revenues of roughly $5 billion in 2013.


BATH BRIDGEWATER: Judge Rejects Chapter 11 Plan
-----------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse denied confirmation of
Bath Bridgewater South, LLC's Chapter 11 plan.  Pending before the
Court is the matter taken under advisement in connection with the
Court's Sept. 20, 2012 order, which approved the explanatory
disclosure statement: specifically, whether creditor Capital Bank,
NA has a deficiency claim, and if not, whether the Debtor's plan
should be confirmed pursuant to the cramdown provisions of Sec.
1129(b) of the Bankruptcy Code.  In a March 12, 2013 Order
available at http://is.gd/X0r0NPfrom Leagle.com, the Court held
that Capital does not have a deficiency claim so a cram down
analysis has been undertaken, but the Debtor's treatment of
Capital's second, smaller claim (account ending 1869) -- Claim #2
-- does not satisfy the fair and equitable test of Sec. 1129(b).
For that reason, confirmation will be denied, but the Debtor will
be given leave to amend the plan.

Bath Bridgewater South, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D.N.C. Case No. 11-06817) on Sept. 6, 2011.  Judge
Stephani W. Humrickhouse presides over the case.  George M.
Oliver, Esq., at Oliver Friesen Cheek, PLLC, 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 John W. Baldwin, member manager.

An affiliate, Sailboat Properties LLC, filed for Chapter 11
petition (Bankr. E.D.N.C. Case No. 10-03718) on May 7, 2011.


BNP OIL & GAS: Appeal From Seashore Sale Approval Stayed
--------------------------------------------------------
On April 3, 2009, three major oil and gas service providers filed
an involuntary petition (Bankr. S.D. Tex. Case No. 09-20206)
against BNP Petroleum Corporation under Chapter 7 of the
Bankruptcy Code.  On August 5, 2009, BNP Petroleum moved to
convert its case to Chapter 11, after which the Bankruptcy Court
entered an order converting BNP Petroleum's case to Chapter 11.

BNP Petroleum's affiliate, Texas-based BNP Oil & Gas Properties,
Ltd. filed for Chapter 11 (Bank. S.D. Tex. Case No. 09-20612) on
September 22, 2009.  BNP Oil & Gas estimated its assets and debts
at $1 million to $10 million as of the Petition Date. Judge
Richard S. Schmidt presides over the case.

On October 13, 2010, the Bankruptcy Court granted a motion to
convert the Debtors' cases to Chapter 7 for cause and appointed
Michael B. Schmidt as the Trustee of the Debtors' Chapter 7
estates.  The BNP Petroleum and BNP Oil & Gas cases are jointly
administered in the Bankruptcy Court.

An appeal is before the U.S. District Court for the Southern
District of Texas filed by Paul Black from the Bankruptcy Court's
entry of a Final Sale Order approving the Joint Sale Motion and
the Sale and Conveyance of Estates' Rights, Settlement Agreement,
and Mutual Release between Toby Shor, Seashore Investments
Management Trust, and 2004 GRAT and the Chapter 7 Trustee of the
Debtors' estates.  Mr. Black seeks to dissolve the Seashore Sale
Agreement and substitute another agreement in its place.

Seashore has moved to dismiss the appeal.

Mr. Black then filed a motion to set aside the Seashore Sale
Agreement with the Bankruptcy Court, which is actually a motion
for relief from judgment or order under Federal Rule of Civil
Procedure 60.  The motion alleges the Bankruptcy Court's approval
of the Seashore Sale Agreement was fraudulently obtained by
Seashore.  According to Mr. Black, if the Bankruptcy Court grants
the relief requested in his Motion to Set Aside, then his appeal
currently pending before the Court will be moot. As such, Mr.
Black asks the Court to stay the appeal until such time that the
Bankruptcy Court rules on his Motion to Set Aside.

On February 27, 2013, Senior District Judge John D. Rainey granted
Mr. Black's Motion to Abate Pending Ruling by the Bankruptcy
Court, and stayed the appeal.

If the Bankruptcy Court indicates that it will grant Mr. Black's
Motion to Set Aside, Mr. Black will move the District Court for a
remand of the case in order that the Bankruptcy Court may grant
his motion, Judge Rainey said.

If the Bankruptcy Court denies Mr. Black's Motion to Set Aside,
the Parties will immediately notify the District Court, and the
stay will be lifted, he added.

The case before Judge Rainey is PAUL BLACK, et al., Appellants, v.
MICHAEL B. SCHMIDT, Trustee, TOBY SHOR, SEASHORE INVESTMENTS MGMT.
TRUST, & 2004 GRAT, Appellees, Civil Action No. 2:11-cv-258, (S.D.
Tex.).  A copy of the District Court's February 27, 2013
Memorandum Opinion & Order is available at http://is.gd/03zIrY
from Leagle.com.


BREAKWATER MARINA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Breakwater Marina Inc.
        5603 N. Waterfront Drive
        Tacoma, WA 98407

Bankruptcy Case No.: 13-41546

Chapter 11 Petition Date: March 10, 2013

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Nathan T. Riordan, Esq.
                  RIORDAN LAW PS
                  600 Stewart St., Suite 1300
                  Seattle, WA 98101
                  Tel: (206) 903-0401
                  E-mail: nate@riordan-law.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/wawb13-41546.pdf

The petition was signed by Michael Marchetti, president.


BYRD FOODS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Byrd Foods of Virginia, Inc.
        P.O. Box 2638
        Plant City, FL 33564

Bankruptcy Case No.: 13-03069

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                           Case No.
     ------                           --------
Eastern Shore Properties, Inc.        13-bk-03070
Stellaro Bay, Inc.                    13-bk-03071

Chapter 11 Petition Date: March 11, 2013

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

Debtor's Counsel: Scott A. Stichter, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: sstichter.ecf@srbp.com

Byrd Foods of Virginia's
Estimated Assets: $1,000,001 to $10,000,000

Byrd Foods of Virginia's
Estimated Debts: $10,000,001 to $50,000,000

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

The petitions were signed by Batista J. Madonia, president.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Circle M Ranch, Inc.                   13-2896     03/06/13
East Coast Brokers & Packers, Inc.     13-2894     03/06/13
Madonia, Batista J. and Evelyn M.      13-2895     03/06/13
Oakwood Place, Inc.                    13-2898     03/06/13
Ruskin Vegetable Corporation           13-2897     03/06/13


BYWATER PROPERTIES: Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: Bywater Properties, LLC
        167 Massanetta Springs Road
        Harrisonburg, VA 22801

Bankruptcy Case No.: 13-50296

Chapter 11 Petition Date: March 8, 2013

Court: U.S. Bankruptcy Court
       Western District of Virginia (Harrisonburg)

Judge: Rebecca B. Connelly

Debtor's Counsel: Hannah White Hutman, Esq.
                  HANNAH W. HUTMAN, PLLC
                  64 W. Water Street
                  Harrisonburg, VA 22801
                  Tel: (540) 437-2970
                  Fax: (540) 437-2972
                  E-mail: hannah@hutmanlaw.com

Scheduled Assets: $892,700

Scheduled Liabilities: $1,401,649

The petition was signed by James Watson, member/manager.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Business Finance Group             167 Massanetta         $600,000
3930 Pender Drive, Suite 300       Springs Road
Fairfax, VA 22030                  Harrisonburg, VA 22801


C.R. PEELE: Bankr. Court Enters Opinion on Bid to Dismiss DTC Suit
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has issued an opinion on a motion to dismiss a breach of
contract complaint entitled C.R. PEELE CONSTRUCTION CO., INC.,
PLAINTIFF, v. DTC ENGINEERS & CONSTRUCTORS, LLC, THE HANOVER
INSURANCE COMPANY, DEFENDANTS, Adv. Proc. No. 12-00138-8-RDD,
(Bankr. E.D.N.C.).

C.R. Peele got involved in a first-tier subcontract on a federal
construction project in 2008.  DTC Engineers & Constructors, LLC,
was the general contractor on the project, and The Hanover
Insurance Company acted as the project's surety pursuant to a
construction payment bond.

The Plaintiff asserted it worked on the federal project, pursuant
to a subcontract agreement, from November 2008 to September 2009.
It alleged that $256,783.35 in properly invoiced progress payments
remains unpaid.  In its complaint, the Plaintiff asserted breach
of contract against DTC and seeks relief in the form of
restitution, quantum meruit, and unjust enrichment.  It also
asserts breach of the payment bond against Hanover.

In response, the Defendants maintained that the Bankruptcy Court
lacks subject matter jurisdiction.

In a March 11, 2013 Opinion, Judge Randy D. Doub found that the
substance of the Plaintiff's Complaint is insufficiently related
to Plaintiff's plan of reorganization.  The Plaintiff also did not
meet its burden in convincing the Bankruptcy Court that the
required subject matter jurisdiction exists for the Bankruptcy
Court to hear the matter, the judge said.  Hence, the Bankrupty
Court no longer retains the necessary "related to" jurisdiction to
adjudicate this adversary proceeding on the merits.

The Bankruptcy Court allows the Plaintiff 30 days from the entry
of its March 11 order to file with the U.S. District Court for the
Eastern District of North Carolina a Motion to Withdraw the
Reference pursuant to 28 U.S.C. Sec. 157(d) and to set forth the
subject matter jurisdictional basis for the matter to be heard by
the District Court.  If no Motion to Withdraw the Reference is
filed within 30 days of the March 11 order, the adversary
proceeding will be dismissed, Judge Doub ordered.

A copy of Judge Doub's March 11 Opinion is available at
http://is.gd/aApbGdfrom Leagle.com.

                         About C.R. Peele

C.R. Peele Construction Co., Inc., is in the business of
construction projects.  The Company filed a Chapter 11 bankruptcy
petition (Bankr. E.D. N.C. Case No. 10-05232) on June 30, 2010,
and confirmed a plan of reorganization on April 18, 2012.


C&H MECHANICAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: C&H Mechanical, Inc.
        1033 North Delsea Drive
        Clayton, NJ 08312-1007

Bankruptcy Case No.: 13-15095

Chapter 11 Petition Date: March 12, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Edmond M. George, Esq.
                  OBERMAYER, REBMANN, MAXWELL & HIPPEL, LLP
                  1617 JFK Boulevard, Suite 1900
                  Philadelphia, PA 19103
                  Tel: (215) 665-3140
                  Fax: (215) 665-3165
                  E-mail: edmond.george@obermayer.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/njb13-15095.pdf

The petition was signed by Thomas J.P. Hugues, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Thomas J.P. Hugues                    13-15122         03/12/13


CARRIBBEAN PETROLEUM: Injunction on Chartis Buyback Deal Denied
---------------------------------------------------------------
Intertek USA, Inc. failed to convince the Delaware bankruptcy
court to enjoin distribution of funds in an insurance policy
buyback settlement in the bankruptcy cases of Caribbean Petroleum
Corporation, et al.

Intertek USA, one of the co-defendants with the Debtors in an
October 2009 explosion incident-related litigation, is challenging
a settlement between the Debtors and its insurer, Chartis
Insurance Company.  The Court-approved Settlement provides that
Chartis bought back the policy it issued to the Debtors for $24
million.  Intertek is insistent that the terms of the Buyback
Order, as well as the Puerto Rican statute, require the Settlement
Funds to be distributed only to Tort Claimants.  Intertek has
moved to enforce its interpretation of the Buyback Order, and has
also moved to enjoin distribution of the Settlement Funds under an
adversary case captioned INTERTEK USA, INC., Plaintiff, v.
CARIBBEAN PETROLEUM CORPORATION, CARIBBEAN PETROLEUM REFINING,
L.P., GULF PETROLEUM REFINING (PUERTO RICO) CORPORATION, FTI
CONSULTING, INC., AS LIQUIDATING TRUSTEE, Defendants, Adv. Proc.
No. 12-51001(KG) (Bankr. D. Del.).

The Bankruptcy Court "finds that Intertek's arguments, while
skillful advocacy, are neither persuasive nor timely," Judge Kevin
Gross said in a March 11, 2013 Memorandum Opinion, a copy of which
is available at http://is.gd/MPkRfrfrom Leagle.com.

The Court denied Intertek's Injunction Motion on the settlement
funds, saying that "the relief is not in the public interest
because it would place finality of plan confirmation at risk and
the uncertainty would indeed be disruptive of the bankruptcy
process."

                    About Caribbean Petroleum

San Juan, Puerto Rico-based Caribbean Petroleum Corporation, aka
CAPECO, owns and operates certain facilities in Bayomon, Puerto
Rico, for the import, offloading, storage and distribution of
petroleum products.  Caribbean Petroleum sought Chapter 11
protection (Bankr. D. Del. Case No. 10-12553) on Aug. 12, 2010,
nearly 10 months after a massive explosion at its major Puerto
Rican fuel storage depot virtually shut down the company's
operations.  The Debtor estimated assets of US$100 million to
US$500 million and debts of US$500 million to US$1 billion as of
the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on Aug. 12, 2010.

John J. Rapisardi, Esq., George A. Davis, Esq., Peter Friedman,
Esq., and Zachary H. Smith, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, serve as lead counsel to the Debtors.  Mark D.
Collins, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, serve as local counsel.
The Debtors' financial advisor is FTI Consulting Inc.  The
Debtors' chief restructuring officer is Kevin Lavin of FTI
Consulting Inc.  Kurtzman Carson Consultants LLC serves as the
noticing, claims and balloting agent to the Debtors.

In December 2010, the Debtor won bankruptcy court approval to sell
its business to Puma Energy International for US$82 million.  Puma
obtained Capeco's entire retail network, which consists of 157
locations, gasoline, diesel and other fuel storage facilities as
well as undeveloped land and a private deep water jetty.

The Fourth Amended Joint Plan of Liquidation for Caribbean
Petroleum and its debtor affiliates became effective on June 3,
2011.


CECIL BANCORP: Stegman & Company Raises Going Concern Doubt
-----------------------------------------------------------
Cecil Bancorp, Inc., filed on March 8, 2013, its annual report for
the year ended Dec. 31, 2012.

Stegman & Company expressed substantial doubt about Cecil
Bancorp's ability to continue as a going concern, citing the
Company's elevated level of nonperforming assets and recurring
operating losses.

The Company reported a net loss of $20.3 million on $12.4 million
of net interest income in 2012, compared with a net loss of
$4.7 million on $13.5 million of net interest income in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$439.8 million in total assets, $425.7 million in total
liabilities, and stockholders' equity of $14.1 million.

A copy of the Form 10-K is available at http://is.gd/JfEzDm

Elkton, Maryland-based Cecil Bancorp, Inc., is the holding company
for Cecil Bank.  The Bank conducts its business through its main
office in Elkton, Maryland, and branches in Elkton, North East,
Fair Hill, Rising Sun, Cecilton, Aberdeen, Conowingo, and Havre de
Grace, Maryland.




CENTRAL EUROPEAN: Voting Deadline on Exchange Moved to March 22
---------------------------------------------------------------
Central European Distribution Corporation on March 13 disclosed
that CEDC'S subsidiary, CEDC Finance Corporation International,
Inc., has extended the Consent Fee Deadline and the Early Voting
Deadline in the Consent Solicitation relating to CEDC FinCo's
Senior Secured Notes due 2016 from 5:00 p.m. EDT on March 14,
2013, to 5:00 p.m. EDT on March 22, 2013.

CEDC FinCo is conducting an exchange offer for its outstanding
2016 Notes as described in the amended Offering Memorandum, date
March 8, 2013, filed as an exhibit to the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission
on March 8, 2013.  CEDC and CEDC Finco are also soliciting
consents to a pre-packaged chapter 11 plan of reorganization that
is included with the offering materials related to the exchange
offer, and CEDC is conducting an exchange offer with respect to
its Senior Notes due 2013.

In connection with the exchange offer for the 2016 Notes, CEDC
FinCo is soliciting consents for certain waivers and amendments
under the indenture that governs the 2016 Notes as described in
the Offering Memorandum.  Under the terms of the consent
solicitation, holders of 2016 Notes who deliver a consent by the
Consent Fee Deadline upon the terms and conditions of the
solicitation (including the condition that the consents of holders
of at least 90% of the principal amount of the outstanding 2016
Notes are obtained by the Consent Fee Deadline) will receive a
consent fee equal to 0.50% of the principal amount of 2016 Notes
in respect of which consents are delivered.

The Consent Fee Deadline and the Early Voting Deadline are each
hereby extended to 5:00 p.m. EDT on March 22, 2013.  The
expiration date of the exchange offers and consent solicitation
and the voting deadline (11:59 p.m. EDT on March 22)(11:2013) has
not been changed.

The exchange offers contemplate a financial restructuring that
will reduce CEDC's and CEDC FinCo's debt by up to approximately
$635 million.  The Company believes that a successful
restructuring will improve its financial strength and flexibility
and enable it to focus on maximizing the value of its strong
brands and market position.

The restructuring is expected to have no effect on CEDC's
operations in Poland, Russia, Hungary or Ukraine, all of which
will continue doing business as usual.  Obligations to all
employees, vendors, and providers of credit support lines in
Poland, Russia, Hungary and Ukraine will be honored in the
ordinary course of business without interruption.  The Company
believes that its subsidiaries acting in Poland, Russia, Hungary
and Ukraine have sufficient cash and resources on hand to meet all
such obligations.

                            About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

Ernst & Young Audit sp. z.o.o., in Warsaw, Poland, expressed
substantial doubt about Central European's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

The Company's balance sheet at Sept. 30, 2012, showed
US$1.98 billion in total assets, US$1.73 billion in total
liabilities, US$29.44 million in temporary equity, and US$210.78
million in total stockholders' equity.

                             Liquidity

The Company's Convertible Senior Notes are due on March 15, 2013.
The Company has said its current cash on hand, estimated cash
from operations and available credit facilities will not be
sufficient to make the repayment of principal on the Convertible
Notes and, unless the transaction with Russian Standard
Corporation is completed the Company may default on them.  The
Company's cash flow forecasts include the assumption that certain
credit and factoring facilities coming due in 2012 would be
renewed to manage working capital needs.  Moreover, the Company
had a net loss and significant impairment charges in 2011 and
current liabilities exceed current assets at June 30, 2012.
These conditions, the Company said, raise substantial doubt about
its ability to continue as a going concern.

                            *     *     *

As reported by the TCR on Aug. 10, 2012, Standard & Poor's
Ratings Services kept on CreditWatch with negative implications
its 'CCC+' long-term corporate credit rating on U.S.-based
Central European Distribution Corp. (CEDC), the parent company of
Poland-based vodka manufacturer CEDC International sp. z o.o.

"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.

As reported by the TCR on Jan. 16, 2013, Moody's Investors
Service has downgraded the corporate family rating (CFR) and
probability of default rating (PDR) of Central European
Distribution Corporation (CEDC) to Caa3 from Caa2.

"The downgrade follows CEDC announcement on the 28 of December
that it had agreed with Russian Standard a revised transaction to
repay its US$310 million of convertible notes due March 2013
which, in Moody's view, has increased the risk of potential loss
for existing bondholders", says Paolo Leschiutta, a Moody's Vice
President - Senior Credit Officer and lead analyst for CEDC.


CENTRO COMPACTO: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: Centro Compacto & Body Shop, Inc.
        P.O. Box 359
        Aguada, PR 00602

Bankruptcy Case No.: 13-01890

Chapter 11 Petition Date: March 12, 2013

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

Debtor's Counsel: Alberto O. Lozada Colon, Esq.
                  Bufete Lozada Colon
                  P.O. Box 430
                  Mayaguez, PR 00681-430
                  Tel: (787) 833-6323
                  E-mail: alberto3@coqui.net

Scheduled Assets: $1,002,000

Scheduled Liabilities: $916,000

The petition was signed by Armando Lorenzo Quinones, president.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
IRS                                --                      $40,000
P.O. Box 7346
Philadelphia, PA 19101-7346


CHEAPER PEEPERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Cheaper Peepers of New York - MD IV Inc
        825 East Gate Boulevard
        Garden City, NY 11530

Bankruptcy Case No.: 13-71194

Chapter 11 Petition Date: March 11, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Richard E. Schrier, Esq.
                  SCHRIER, FISCELLA & SUSSMAN LLC
                  825 E. Gate Blvd., Suite 320
                  Garden City, NY 11530
                  Tel: (516) 739-8000

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


CHRISTINE LARSEN: Bankruptcy Court Junks K. Preston Lawsuit
-----------------------------------------------------------
Bankruptcy Judge Alan Jaroslovsky dismissed with prejudice the
adversary complaint captioned KIMBERLY PRESTON, Plaintiff(s),
v. CHRISTINE RENEE LARSEN, Defendant(s), A.P. Case No. 11-1189
(Bankr. N.D. Cal.).

Christine Renee Larsen filed for bankruptcy under Chapter 11 on
Sept. 29, 2007 (Bankr. Ct. N.D. Cal. Case No. 07-11234), to
reorganize her affairs involving services to be rendered for a
planned subdivision.  The Debtor confirmed a plan in May 2008
whereby she, through Pacific Sunset Development LLC, would
complete the subdivision as a means of paying her creditors.

After the Debtor confirmed her plan in 2008, consulting engineers
known as Ombsberg & Preston under Kimberly Preston's leadership
began work on the subdivision.  In 2009, the Debtor signed a
$120,857 promissory note in exchange for a release of a mechanic's
lien on the subdivision.

After the the Debtor converted her bankruptcy into a Chapter 7
proceeding in March 2011, Ms. Preston filed her complaint saying
she has a claim against the Debtor which is not dischargeable
pursuant to Sec. 523(a) of the Bankruptcy Code due to the Debtor's
alleged fraud.  Ms. Preston rests her argument on the theory that
Ms. Larsen committed fraud by not volunteering the fact that she
had filed a Chapter 11.

In his ruling, Judge Jaroslovsky said "failure to mention a
pending bankruptcy -- let alone one filed years before and with a
confirmed plan -- cannot, as a matter of law, be the basis for
rendering a debt nondischargeable."

A copy of Judge Jaroslovsky's March 8, 2013 Memorandum Decision is
available at http://is.gd/8yjIj9from Leagle.com.


CRYSTAL ROSE: Updated Case Summary & Creditors' Lists
-----------------------------------------------------
Lead Debtor: Crystal Rose Colorado, Inc.
             636 Lookout Mountain Road
             Golden, CO 80401

Bankruptcy Case No.: 13-13419

Chapter 11 Petition Date: March 11, 2013

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

Judge: A. Bruce Campbell

Debtors' Counsel: Edward Levy, Esq.
                  ATLAS LAW FIRM, P.C.
                  3900 E. Mexico Ave. Suite 700
                  Denver, CO 80210
                  Tel: (303) 481-6350
                  Fax: (303) 845-9221
                  E-mail: bknotices@debtbusterslaw.com

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

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

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Crystal Rose Management, Inc.          13-13420
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed Jay Byerly, president.

A. A copy Crystal Rose Colorado's list of nine unsecured creditors
is available for free at
http://bankrupt.com/misc/cob13-13419.pdf

B. A copy of Crystal Rose Management's list of eight unsecured
creditors is available for free at
http://bankrupt.com/misc/cob13-13420.pdf


DEANNA ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Deanna Enterprises, Inc.
        333 NE 24th Street, Suite # 311
        Miami, FL 33137

Bankruptcy Case No.: 13-15277

Chapter 11 Petition Date: March 8, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Timothy L. Grice, Esq.
                  LAW OFFICE OF TIMOTHY L. GRICE, P.A.
                  319 Clematis Street, #213
                  West Palm Bch, FL 33401
                  Tel: (561) 802-4474
                  E-mail: TGrice@TimothyGriceLaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb13-15277.pdf

The petition was signed by Veldrin Freemon, manager member.


DECORO USA: Loses Bid for $560,000 Tax Refund
---------------------------------------------
DeCoro USA, Ltd., filed papers in bankruptcy court asserting that
it is entitled to a refund in the aggregate amount of $560,167.77
from losses incurred during the 2008 tax year.  The Debtor
requests that the court enter an order pursuant to 11 U.S.C.
505(a) determining that a tax refund is due, and ordering the
Internal Revenue Service to turn over the $560,167.77 refund
pursuant to 11 U.S.C. Sec. 542(b). The IRS contends in its
response that the Court does not have jurisdiction to order such
relief because the Debtor did not "properly request" the refund,
as required by 11 U.S.C. Sec. 505(a)(2)(B)(i).  The IRS further
argues that the Debtor's Motion is procedurally defective because
it should have been brought as an adversary proceeding.

In a March 11, 2013 Memorandum Opinion available at
http://is.gd/aK8nNlfrom Leagle.com, Bankruptcy Judge William L.
Stocks ruled that the series of writings identified by the Debtor
are insufficient to constitute an informal claim for refund
because the writings, considered alone or together, do not advise
the IRS of the nature of the a refund claim by the Debtor.
Furthermore, the Plan of Reorganization asserted the Debtor's
right to refund based on projected losses from the 2008 tax year
but did not specify for which tax years the Debtor believed it was
entitled to a refund.  Accordingly, the Plan does not pin-point
the area of dispute.  The interrogatories served on the IRS are
similarly vague with regard to the years at issue and the nature
of the dispute between the Debtor and the IRS.  The Debtor relies
on the "various pleadings and papers filed with the Bankruptcy
Court throughout this contested matter" which allegedly reference
a claim for a refund of taxes.  The Debtor does not identify any
particular pleading or document which references the claim.  The
court has reviewed the voluminous record in this case and is
unable to identify any reference to a refund claim by the Debtor
which would have put the IRS on notice of such a claim.
Accordingly, the Court denied the Debtor's Motion for
Determination of Tax Refund and Turnover.

Charlotte, North Carolina-based DeCoro USA is a sales and
distribution arm of former leather upholstery giant DeCoro Ltd.
The Company filed for Chapter 11 bankruptcy protection on May 12,
2009 (Bankr. M.D.N.C. Case No. 09-10846).  Christine L. Myatt,
Esq., who has an office in Greensboro, North Carolina, assists the
Company in its restructuring efforts.  The Company listed
$1 million to $10 million in assets and debts.


DENSITY UTILITIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Density Utilities of Louisiana, LLC
        543 Second Street, Suite 104
        Macon, GA 31201

Bankruptcy Case No.: 13-50617

Chapter 11 Petition Date: March 8, 2013

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  E-mail: wjboyer_2000@yahoo.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/gamb13-50617.pdf

The petition was signed by Miller L. Heath, III.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Density, Inc.                         12-53125            10/31/12


DESERT HOT: S&P Lowers Rating on 2006 & 2008 TABs to 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to on Desert
Hot Springs Redevelopment Agency, Calif.'s merged project area
(MPA) series 2006 and 2008 tax allocation bonds (TABs) to 'CCC+'
from 'B'.  The outlook is stable.

"The downgrade reflects our view of continued assessed value
declines and the need for further draws on the reserve fund, which
could potentially lead to a default in the next few years,
assuming no assessed value growth in the near future," said
Standard & Poor's credit analyst Michael Stock.

The rating incorporates the successor agency's (SA) reliance on
some of the debt service reserve to meet projected shortfalls.
The stable outlook reflects the presence of a cash-funded debt
service reserve and escrowed bonds, which S&P estimates can cover
annual shortfalls for several years before depletion, assuming
project area assessed value (AV) remains stable.

The rating reflects what S&P views as:

   -- Significant and continuing AV declines in the MPA since
      fiscal 2008;

   -- The potential use of a portion of the cash-funded debt
      service reserves due to inadequate, 0.82x annual debt
      service coverage by pledged revenues in fiscal 2013 and
      inadequate coverage of 0.6x maximum annual debt service
      (MADS) in fiscal 2015;

   -- The MPA's high volatility ratio of 0.4; and

   -- Very high unemployment levels and low income indicators in
      the city.

Securing the bonds are tax increment revenues from redevelopment
agency's MPA net of the 20% of increment set aside for low- and
moderate-income housing projects and senior pass-throughs.

The stable outlook reflects S&P's view of the presence of a cash-
funded debt service reserve and escrowed bonds, which it estimates
can cover annual shortfalls for at least another year.  S&P
projects the need for further draws on the reserve fund, which it
projects could be depleted and lead to a default in the next two-
to-three years, assuming no AV growth in the near future.
Although S&P don't expect to change the rating in the next year,
should AV continue to decline or should the SA draw significantly
on cash-funded debt service reserves in the next year, S&P could
lower the rating.  Should AV stabilize and recover to improve
annual coverage, S&P could raise the rating.

The MPA is in Desert Hot Springs, in California's Coachella
Valley.  The city attracts tourists for its natural hot mineral
water spas and is a historically lower-income community,
neighboring Palm Springs and other more affluent resort
communities.


DETROIT, MI: Michigan Expected to Announce Takeover of Finances
---------------------------------------------------------------
Steve Neavling of Reuters reported that Michigan Governor Rick
Snyder is expected to announce on Thursday an emergency state
takeover of Detroit, putting a lawyer with extensive experience
managing corporate bankruptcies in charge of the destitute city's
finances.

Reuters said the dramatic move will culminate the long decline of
the once thriving center of the U.S. auto industry and birthplace
of the Motown trend in popular music.

Republican Snyder is "highly likely" to name an emergency
financial manager for Detroit at a news conference scheduled for 2
p.m. local time on Thursday, a source with direct knowledge of the
decision said, according to Reuters.

The top candidate for the job is Kevyn Orr, 54, a partner in the
Washington, D.C., law firm Jones Day, who has long experience
handling corporate bankruptcy and restructuring cases, said
another source with direct knowledge of the choice, Reuters added.

The city, according to Reuters, could challenge the takeover in
state court but such attempts have failed in Michigan in the past.
Under Michigan state law, the financial manager will have broad
powers to run the city, supplanting the elected city council and
mayor, Reuters related.  The manager could ultimately recommend
that Detroit file the largest municipal bankruptcy in U.S.
history.

The manager will be able to renegotiate labor contracts, privatize
services and sell certain city assets, Reuters added.  A law
passed in December 2012 that takes effect on March 28 will boost
those powers, allowing the manager to terminate collective
bargaining agreements with the city's 48 unions.


DOLPHIN COVE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Dolphin Cove LLC
        22819 Woodway Park Rd
        Woodway, WA 98020

Bankruptcy Case No.: 13-12162

Chapter 11 Petition Date: March 12, 2013

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

Scheduled Assets: $4,600,000

Scheduled Liabilities: $2,808,515

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

The petition was signed by Randy Previs, managing member.


GSC HOLDINGS: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: GSC Holdings, LLC
        4282 N. Drinkwater Boulevard
        Scottsdale, AZ 85251

Bankruptcy Case No.: 13-03555

Chapter 11 Petition Date: March 12, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen, Jr.

Debtor's Counsel: Lyndon B. Steimel, Esq.
                  LAW OFFICE OF LYNDON B. STEIMEL
                  14614 N. Kierland Boulevard, #N-135
                  Scottsdale, AZ 85254
                  Tel: (480) 367-1188
                  Fax: (480) 367-1174
                  E-mail: lyndon@steimellaw.com

Scheduled Assets: $3,171,466

Scheduled Debts: $1,741,068

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/azb13-03555.pdf

The petition was signed by Aron R. Mezo, managing member.


DORAL FINANCIAL: Reports $28.3-Mil. Net Income in 4th Qtr. 2012
---------------------------------------------------------------
Doral Financial Corporation reported a net income of $28.3 million
for the quarter ended December 31, 2012, compared to a net loss of
$32.5 million for the quarter ended September 30, 2012 and net
income of $11.7 million for the quarter ended December 31, 2011.
For the year ended December 31, 2012, Doral reported a net loss of
$3.3 million compared to a net loss of $10.7 million for the same
period of 2011.

"Over the past year, Doral improved revenue, capital and generated
substantial benefits from our tax assets while making significant
investments in credit and compliance.  This year, we expect to be
managing a multi-market growing and profitable banking operation
and a newly created group focused on managing non-performing
loans.  In all, we expect this structural change to improve both
operating results of our growing operations and transparency,"
said Glen Wakeman, CEO of Doral Financial Corporation.

A copy of Doral Financial's earnings release for the quarter ended
Dec. 31, 2012 is available for free at http://is.gd/UxgkXv

                      About Doral Financial

Based in New York City, Doral Financial Corp. (NYSE: DRL)
-- http://www.doralfinancial.com/-- is a diversified financial
services company engaged in mortgage banking, banking,
investment banking activities, institutional securities and
insurance agency operations.  Its activities are principally
conducted in Puerto Rico and in the New York City metropolitan
area.

Doral is the parent company of Doral Bank, a Puerto Rico
based commercial bank; Doral Securities, a Puerto Rico based
investment banking and institutional brokerage firm; Doral
Insurance Agency Inc. and Doral Bank FSB, a federal savings bank
based in New York City.

                           *     *     *

As reported by the Troubled Company Reporter on Dec. 19, 2012,
Standard & Poor's Ratings Services lowered its issuer credit
rating on Doral Financial Corp. to 'CCC-' from 'CCC+'.  The
outlook is negative.  "Our two-notch downgrade of Doral reflects
the institution's weakened capital position and very high
nonperforming assets," said Standard & Poor's credit analyst
Sunsierre Newsome.  "We view Doral's capital and earnings as weak
-- as our criteria define the term -- and we believe that the bank
is at risk of breaching its regulatory requirements in case of
plausible adverse developments, including higher credit losses and
further weakening of the Puerto Rican economy."

"Our revision of Doral's capital and earnings score to 'weak' from
'moderate' is responsible for one notch of the two-notch
downgrade.  We also believe that Doral's asset quality compares
unfavorably with its Puerto Rican peers', which led us to lower
the rating by another notch," S&P said.


DRI COMPANIES: Updated Case Summary & Creditors' Lists
------------------------------------------------------
Lead Debtor: DRI Companies
             17182 Armstrong Avenue
             Irvine, CA 92614

Bankruptcy Case No.: 13-12153

Chapter 11 Petition Date: March 11, 2013

Judge: Scott C. Clarkson

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

Debtors' Counsel: Todd C. Ringstad, Esq.
                  RINGSTAD & SANDERS LLP
                  2030 Main St #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450
                  E-mail: becky@ringstadlaw.com

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

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

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                           Case No.
     ------                           --------
DRI Commercial Corporation      13-12154
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
DRI Residential Corporation     13-12156
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000
DRI Energy Corporation          13-12157
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
Lumeta, Inc.                    13-12158

The petitions were signed by Timothy M. Davey, president.

A. A copy of DRI Companies' list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb13-12153.pdf

B. A copy of DRI Commercial's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb13-12154.pdf

C. A copy of DRI Residential Corporation's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/cacb13-12156.pdf

D. A copy of DRI Energy Corporation's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/cacb13-12157.pdf


EASTMAN KODAK: Seeks Court Approval to Settle Rousselot Claims
--------------------------------------------------------------
Eastman Kodak Co. asks U.S. Bankruptcy Judge Allan Gropper to
approve a settlement of claims with Rousselot Inc.

Rousselot asserts claims against Kodak under a supply agreement,
and a stock purchase agreement they signed in 2011 in connection
with its acquisition of Rousselot Peabody Inc. from Kodak.

Under the deal, Rousselot can assert a claim of $697,781 against
Kodak for gelatin products it sold to the company, and another
$510,778 that was erroneously paid to Kodak.  In return, the
supplier agreed to waive about $581,944 owed by Kodak under the
stock purchase agreement.

Meanwhile, Kodak agreed to waive about $6 million still owed by
Rousselot under the sale transaction, and another $80,661 under
the supply agreement.

As part of the settlement, the companies entered into a revised
supply agreement, which also needs approval by the bankruptcy
judge.  A redacted copy of the supply agreement and the proposed
settlement is available for free at http://is.gd/JmQsLD

A court hearing is scheduled for March 20.  Objections are due by
March 18.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.


ENOVA MEDICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Enova Medical Response, Inc.
        14114 Victory Boulevard
        Suite 201
        Van Nuys, CA 91401

Bankruptcy Case No.: 13-11653

Chapter 11 Petition Date: March 11, 2013

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

Judge: Alan M. Ahart

Debtor's Counsel: Keith S. Dobbins, Esq.
                  LAW OFFICE OF KEITH DOBBINS
                  21700 Oxnard St., Ste 1290
                  Woodland Hills, CA 91367
                  Tel: (818) 348-3442
                  Fax: (818) 348-6168
                  E-mail: kdobbinslaw@aol.com

Scheduled Assets: $51,500

Scheduled Liabilities: $1,536,599

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cacb13-11653.pdf

The petition was signed by David Malintsyan, president.


EVERGLADES RE: S&P Gives Prelim. 'B(sf)' Rating to 2013-1 Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'B(sf)' preliminary rating to the Series 2013-1 notes to be issued
by Everglades Re Ltd.  The notes provide indemnified coverage to
Citizens Property Insurance Corp. during a three-year risk period
for losses in Florida from hurricanes on a per-occurrence basis.

The preliminary rating is based on the lower of the rating on the
catastrophe risk ('B'), the rating on the assets in the collateral
account ('AAAm'), and the ('A+') issuer credit rating on Citizens.

The notes will cover ultimate net losses from hurricanes between
the initial attachment point of $5.139 billion and the initial
exhaustion point of $5.389 billion.

This is the second Everglades issuance rated by Standard & Poor's.

RATINGS LIST

Preliminary Ratings Assigned
Everglades Re Ltd.
  Series 2013-1 Notes                        B(sf)


FISKER AUTOMOTIVE: Founder & Chairman Steps Down
------------------------------------------------
The Wall Street Journal's Joseph B. White and Neal E. Boudette
report that Henrik Fisker, founder and executive chairman of
electric-car startup Fisker Automotive Inc., said in an email sent
Wednesday to a small number of journalists that he has "left the
company" because of "disagreements" over business strategy with
the ailing company's management.  Reached by phone, Mr. Fisker
confirmed that he sent the email and that he had resigned, WSJ
relates.

The report notes Fisker management has been looking into selling
the company in recent weeks, weighing bids including a $350
million offer from China's Dongfeng Motor Corp.

Fisker Automotive is the maker of the Karma, a battery-powered
luxury sports that sells for about $100,000.  The report notes the
Company received backing from the U.S. government but ran into
technical and financial troubles stemming from both the Karma and
a second model that was supposed to be built at a former General
Motors Co. plant in Delaware.


FRANK PARSONS: International Paper's Response Deadline Extended
---------------------------------------------------------------
Bankruptcy Judge Robert A. Gordon signed off on a Fifth
Stipulation and Consent Order between Edward T. Gavin, the duly
appointed Trustee of the FPI Liquidating Trust, and defendant
International Paper Company, extending to March 15 the time for
the Defendant to file an answer, motion or otherwise to the
Trustee's complaint.  International Paper requested a further
extension of time to file an answer, motion or otherwise respond
to the Complaint so that the Parties can continue settlement
discussions.

International Paper is represented by David M. Banker, Esq. --
dbanker@lowenstein.com -- at Lowenstein Sandler LLP.

The case is, EDWARD T. GAVIN, as Trustee of the FPI Liquidating
Trust, Plaintiff, v. INTERNATIONAL PAPER COMPANY, Defendant, Adv.
Proc. No. 12-00895-RAG (Bankr. D. Md.).  A copy of the March 7,
2013 stipulation and consent order is available at
http://is.gd/lv3osDfrom Leagle.com.

                       About Frank Parsons

Headquartered in Hanover, Maryland, Frank Parsons, Inc. --
http://www.frankparsons.com/-- aka Frank Parsons Paper Company
Inc., was the largest employee-owned, business products,
technology, and office supplies company in the United States,
offering more than 180,000 products from companies such as Avery,
Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more.
Frank Parsons is an approved contractor on the GSA Schedule and an
authorized AbilityOne Distributor.  The company holds several
environmental certifications, including FSC, SFI, and PEFC.

Frank Parsons filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 11-10338) on Jan. 6, 2011.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Judge Robert A. Gordon presides over the case.  Gary H. Leibowitz,
Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman
& Leonard, PA, served as the Debtor's bankruptcy counsel.  The
Debtor also tapped SSG Capital as an investment banker to explore
strategic options.  WeinsweigAdvisors LLC served as the financial
advisor to the Debtor.  Delaware Claims Agency, LLC, acted as the
claims and noticing agent.

Brent C. Strickland, Esq., at Whiteford, Taylor & Preston L.L.P.,
in Baltimore, Maryland, and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, served
as counsel to the Official Committee of Unsecured Creditors formed
in the Chapter 11 case.

Frank Parsons changed its name to "FPI Liquidation Corp." after
closing of the sale of substantially all of its assets to TSRC,
Inc., in May 2011.  Pursuant to an asset purchase agreement, the
Buyer paid $2,000,000, plus 50 % of the book value of the Closing
Inventory, for the purchased assets.

Edward T. Gavin, who serves as trustee of the FPI Liquidating
Trust, is represented by lawyers at Whiteford Taylor Preston LLP,
and Pachulski Stang Ziehl & Jones LLP.


GASCO ENERGY: Files Form 10-K, Incurs $22.2-Mil. Net Loss in 2012
-----------------------------------------------------------------
Gasco Energy, Inc., filed on March 6, 2013, its annual report on
Form 10-K for the year ended Dec. 31, 2012.

KPMG LLP, in Denver, Colorado, expressed substantial doubt about
Gasco Energy's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations.

The Company reported a net loss of $22.2 million on $8.9 million
of revenues in 2012, compared with a net loss of $7.3 million on
$18.3 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $53.9 million
in total assets, $36.2 million in total liabilities, and
stockholders' equity of $17.7 million.

According to the regulatory filing, to continue as a going
concern, the Company must generate sufficient operating cash
flows, secure additional capital or otherwise pursue a strategic
restructuring, refinancing or other transaction to provide it with
additional liquidity.  "The Company has engaged a financial
advisor to assist it in evaluating such potential strategic
alternatives.  It is possible these strategic alternatives will
require the Company to make a pre-package, pre-arranged or other
type of filing for protection under Chapter 11 of the U.S.
Bankruptcy Code."

A copy of the Form 10-K is available at http://is.gd/zXkTR9

Denver, Colo.-based Gasco Energy, Inc. (NYSE MKT: GSX) is a
natural gas and petroleum exploitation, development and production
company engaged in locating and developing hydrocarbon resources,
primarily in the Rocky Mountain region and in California's San
Joaquin Basin.  Gasco's principal business is the acquisition of
leasehold interests in petroleum and natural gas rights, either
directly or indirectly, and the exploitation and development of
properties subject to these leases.  Gasco focuses its drilling
efforts in the Riverbend Project located in the Uinta Basin of
northeastern Utah, targeting the oil-bearing Green River Formation
and the natural gas-prone Wasatch, Mesaverde, Blackhawk, Mancos,
Dakota and Morrison formations.


GEOKINETICS INC: Confirmation of Prepack Plan Set for April 25
--------------------------------------------------------------
Geokinetics Inc., the world's second-largest provider of seismic
data, will seek approval of its prepackaged Chapter 11
reorganization plan and explanatory disclosure statement at a
hearing on April 25, 2013 at 10:00 a.m.

Objections to confirmation of the Plan and adequacy of the
information in the Disclosure Statement are due April 12, 2013.

Geokinetics and its affiliates on the Petition Date filed a
reorganization plan negotiated with their credit facility lenders,
holders of their 9.75% senior secured notes due 2014, and largest
holder of the Company's preferred stock.

The Chapter 11 Plan provides for these terms:

  (i) Holders of the $300 million of senior secured notes will
      receive newly issued common equity of the Company
      representing 100% of the Company's issued and outstanding
      common stock after the issuance (subject to dilution for a
      management incentive plan and repayment of DIP financing).
      The Debtors believe that based on the valuation analysis,
      the value of the new common stock that will be distributed
      to noteholders is $224 million.  Holders of Senior Secured
      Notes are Impaired.  Recovery: 70 percent.

(ii) Holders of claims for $50 million in loans plus accrued
      interest outstanding under the revolving credit facility
      provided by Whitebox Advisors LLC, as agent, will be repaid
      in full.  They will be repaid from proceeds of an exit
      facility and are unimpaired.  Recovery 100%:

(iii) Holders of general unsecured claims estimated to be between
      $9 million and $13.2 million will be paid in full.  They are
      unimpaired and deemed to accept the Plan.  Recovery: 100%

(iv) Holders of $141 million of Series B-1 Preferred Stock and
      Series C-1 Preferred Stock are to receive $6 million in cash
      in exchange for the cancellation of the preferred stock.
      The holders of the senior preferred stock are impaired.
      Recovery: 4%

(iv) Holders of junior preferred equity interest and the GOK
      common stock won't receive anything and their interests
      will be cancelled.  Holders of the stock are impaired and
      deemed to reject the Plan.  Recovery: 0%

In February, GCG Inc. began solicitation of votes on the Plan from
holders of the Notes, the Series B-1 and Series C-1 preferred
stock.  Holders of 85% of the notes (96% in amount) and holders of
all of the preferred stock voted in favor of the Plan.

The Debtors expect a streamlined confirmation process and are
targeting confirmation within 45 days.

A copy of the Plan is available for free at:

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

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

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

                      About Geokinetics Inc.

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.

The Company's balance sheet at Sept. 30, 2012, showed
$415.71 million in total assets, $590.79 million in total
liabilities, $90.72 million in mezzanine equity, and a
$265.80 million total stockholders' deficit.

For the first three quarters of 2012, the net loss was
$64.5 million.  For 2011, there was a $231.2 million net loss on
revenue of $763.7 million.

Geokinetics Inc. and its nine affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-10472) on March 10,
2013, with a prepackaged Chapter 11 plan that converts $300
million of senior secured notes into 100% of the reorganized
Company's common stock.

Akin Gump Strauss Hauer & Feld LLP serves as counsel to the
Debtors; Richards, Layton & Finger, P.A., is co-counsel;
Rothschild Inc. is the financial advisor and investment banker;
UHY LLP is the independent auditor; and GCG, Inc., is the claims
agent and administrative agent.


GEOKINETICS INC: Has Interim Order on $25MM DIP Loan
----------------------------------------------------
Geokinetics Inc. has arranged superpriority secured postpetition
financing of up to $25 million from holders of senior secured
notes.  The proposed DIP facility is backstopped in full by two of
the Debtors' largest prepetition secured creditors, American
Securities Opportunities Advisors, LLC and Gates Capital
Management, Inc.

The Debtors at a hearing March 12 obtained approval of the request
to obtain DIP financing and use cash collateral subject to a lien
in connection with the prepetition credit agreement or the 9.7%
senior secured notes due 2014.  The DIP lenders have agreed to
provide the Debtors access to $15 million upon interim approval of
the financing.

A final hearing on the DIP financing is slated for April 3, 2013,
at 2:00 p.m.  Objections are due March 27, 2013.

The DIP facility offered by noteholders provides the most
operational flexibility to the Debtors among the proposals
received by Rothschild, Inc., the Debtors' financial advisors.
The DIP facility allows for repayment of the principal outstanding
amounts in new common stock pursuant to and after confirmation of
the Plan.  In addition, the DIP facility is the only proposed
financing available that provides for the consensual priming of
the liens securing the senior notes and does not provide for the
priming of the liens securing the exit credit agreement.

Under the proposed DIP facility, each senior noteholders that is
an accredited investor holding at least $1 million in aggregate
principal amount of senior notes may elect to be a DIP lender by
contacting the agent for the DIP facility within 5 days of the
entry of the interim order.

The agent under the DIP facility is CantorFitzgerald Securities.

The DIP facility will mature in four months.  The DIP obligations
will bear interest at 9.25% per annum, with interest rising to
11.25% per annum upon occurrence of an event of default.

As adequate protection for the diminution of value on account of
the Debtors' use of cash collateral, U.S. Bank National
Association, as collateral trustee for each of the exiting credit
facility and senior notes, and as the indenture trustee, will
receive postpetition security interest and liens, superpriority
administrative claims, and payment of fees and expenses.

The DIP financing agreement contains certain milestones, including
entry of the interim DIP order within 20 days following the
Petition Date, confirmation of the Plan within 45 days following
the Petition Date, and the effective date of the Plan occurring
within 60 days following the Petition Date.

                      About Geokinetics Inc.

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.

The Company's balance sheet at Sept. 30, 2012, showed
$415.71 million in total assets, $590.79 million in total
liabilities, $90.72 million in mezzanine equity, and a
$265.80 million total stockholders' deficit.

For the first three quarters of 2012, the net loss was
$64.5 million.  For 2011, there was a $231.2 million net loss on
revenue of $763.7 million.

Geokinetics Inc. and its nine affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-10472) on March 10,
2013, with a prepackaged Chapter 11 plan that converts $300
million of senior secured notes into 100% of the reorganized
Company's common stock.

Akin Gump Strauss Hauer & Feld LLP serves as counsel to the
Debtors; Richards, Layton & Finger, P.A., is co-counsel;
Rothschild Inc. is the financial advisor and investment banker;
UHY LLP is the independent auditor; and GCG, Inc., is the claims
agent and administrative agent.


GEOKINETICS INC: Wins Interim Approval of First Day Motions
-----------------------------------------------------------
At a hearing on March 12, Geokinetics Inc., won interim approval
of first day its motions.  A final hearing of the first day
pleadings is scheduled for April 4, 2013, at 2:00 p.m. at U.S.
Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5,
Wilmington, Delaware.  Objections are due by March 27, 2013.

The Debtors sought permission to pay prepetition claims of certain
critical vendors.  These vendors do not have written contracts
with the Debtors for this arrangement, might be entitled to
administrative priority pursuant to Sec. 503(b)(9) or could not be
replaced within a reasonable time and on terms as beneficial to
the Debtors as those already in place.  The Debtors have also
identified as critical vendors their landowners -- if one
landowner in an operation area is not compensated under a seismic
access agreement, neighboring landowners may refuse to allow the
Debtors onto their land for fear that they won't be compensated.
The Debtors estimate that the maximum amount needed to pay the
prepetition claims of critical vendors, excluding landowners, is
approximately $8.7 million.  Maximum amount needed to pay the
prepetition claims of critical landowners is $500,000.

The Debtors also sought permission to honor obligations to 50
vendors in Angola and Bangladesh.  Because of the unstable
economic, political and social environments in Angola and
Bangladesh, and the likelihood that vendors in those countries
will neither understand nor regard this bankruptcy filing, the
Debtors submit that payment of up approximately $600,000 to
vendors in those countries is necessary and appropriate.

The Debtors say that they have incurred, and are currently
incurring, significant net operating losses ("NOLs"), amounting to
$300 million as of the Petition Date, translating to potential tax
savings of $115 million.  The Debtors' NOLs can be carried forward
to up to 20 subsequent tax years to offset the Debtors' future
taxable income.  The tax attributes could be adversely affected if
too many 5% or greater blocks of any class of equity securities
are created or too many shares are added to or sold from such
blocks such that an ownership changed is triggered.  In addition,
an ownership change may be deemed to occur on the last day of the
tax year in which a "50-percent shareholder" declares its stock in
the debtor corporation to be worthless for federal or state tax
purposes.   Under the proposed rules, persons who own (or would
own as a result of a proposed transfer) at least 4.75% of the
outstanding shares of common stock or preferred stock are required
to provide notice of their status "substantial shareholders".

At the behest of the Debtors, the judge entered an interim order
providing that at least 20 days prior to the proposed date of any
transfer of equity securities that would result in an entity
becoming a substantial shareholder, the entity must file with the
Court a notice of intent to purchase shares.  Substantial equity
holders intending to dispose of shares that would result in a
person or entity ceasing to be a substantial shareholder, the
entity must file a notice of intent to sell 20 days before the
proposed date of the transaction.

The Debtors also filed a motion to determine adequate assurance of
payment for future utility service providers.  The Debtors have 60
utility provides and believe that $150,000 in utility costs are
outstanding.

The judge granted the Debtors' request to pay prepetition wages
and benefits of employees.  Payment to each employee will not
exceed $11,725 as required by 11 U.S.C. Sec. 507(a).  The Debtors
and its non-debtor subsidiaries have 4,000 employees around the
world, of whom 962 are employed domestically, by debtor
Geokinetics Services Corp.

At the April 3 hearing, the bankruptcy judge will consider
approval to the Debtors' second-day pleadings, which comprise
applications to employ Akin Gump Strauss Hauer & Feld LLP as
counsel, Richards, Layton & Finger, P.A. as co-counsel; Rothschild
Inc. as financial advisor and investment banker; GCG, Inc., as
administrative agent, and UHY LLP as independent auditor.  The
Debtors have obtained approval to employ GCG as claims agent.

                      About Geokinetics Inc.

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.

The Company's balance sheet at Sept. 30, 2012, showed
$415.71 million in total assets, $590.79 million in total
liabilities, $90.72 million in mezzanine equity, and a
$265.80 million total stockholders' deficit.

For the first three quarters of 2012, the net loss was
$64.5 million.  For 2011, there was a $231.2 million net loss on
revenue of $763.7 million.

Geokinetics Inc. and its nine affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-10472) on March 10,
2013, with a prepackaged Chapter 11 plan that converts $300
million of senior secured notes into 100% of the reorganized
Company's common stock.


GEOKINETICS INC: Files Redacted Schedules Now, SOFAs Later
----------------------------------------------------------
Geokinetics Inc. and its affiliates filed with the Bankruptcy
Court their formal schedules of assets and liabilities.  The lead
debtor, Geokinetics Inc., disclosed:

     Name of Schedule                Assets       Liabilities
     ----------------              -----------    -----------
  A. Real Property                          $0
  B. Personal Property             $78,832,198
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $350,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,845,110
                                   -----------    -----------
        TOTAL                      $78,832,198   $352,845,110

The debtor-affiliates disclosed:

     Entity                          Assets       Liabilities
     ------                        -----------    -----------
Geokinetics USA, Inc.             $101,351,122   $352,000,016
Advanced Seismic Tech. Inc.        $78,832,198   $352,845,110
Geokinetics Services Corp.          $8,673,935   $351,635,651
Geokinetics Acquisition Company     $7,224,999   $350,698,249
Geokinetics Processing, Inc.        $5,363,912   $350,071,961
Geokinetics International, Inc.     $5,606,837   $350,000,000
Geokinetics Int'l Holdings, Inc.       $33,540   $350,000,000
Geokinetics Management, Inc.                $0   $350,000,000
Geokinetics Holdings USA, Inc.              $0   $350,000,000

The Debtors sought permission to file portions of their schedules
and statements and list of creditors under seal to protect
confidential information.  The Debtors explained that oil and gas
exploration is an exceptionally competitive industry, and the
location of where certain companies are conducting exploration
operations is highly confidential.

Companies must determine the ownership of minerals that is
oftentimes severed from the ownership of the surface estate, enter
into lease agreements with the mineral estate owners, conduct
seismic operations, and drill exploration wells, among numerous
other activities, before a company can begin to operate a
production well.  If such information were not confidential
companies, could simply wait for their competitors those
activities and then lease the surrounding mineral estates without
incurring the risk borne by the company performing the initial
exploration activities.  The Debtors said that a recent single
breach of confidentiality resulted in losses totaling several
million dollars.

The Court also ruled that the Debtors may redact their bankruptcy
schedules by replacing customer names with "Customer." To
differentiate between multiple customers, the Debtors will
reference ach customer by the number assigned to the license
agreement between the Debtors and the applicable customer.

The Debtors sought and obtained an extension until June 10, 2013,
of the deadline to file their schedules of assets and liabilities.
The Debtors explained that they have voluminous books and records
as well as complex accounting systems.  The Debtors' their
operations generate revenues in multiple currencies.
Additionally, the Debtors entered into agreements with thousands
of landowners to permit the Debtors to conduct operations on the
landowners' property.

Copies of the schedules are available for free at:

     http://bankrupt.com/misc/Geokinetics_SALs.pdf
     http://bankrupt.com/misc/Geokinetics_USA_Inc_SALs.pdf
     http://bankrupt.com/misc/Adv_Seismic_SALs.pdf
     http://bankrupt.com/misc/Geokinetics_SC_SALs.pdf
     http://bankrupt.com/misc/Geokinetics_AC_SALs.pdf
     http://bankrupt.com/misc/Geokinetics_Processing_SALs.pdf
     http://bankrupt.com/misc/Geokinetics_Intl_SALs.pdf
     http://bankrupt.com/misc/Geokinetics_IH_SALs.pdf
     http://bankrupt.com/misc/Geokinetics_Mgt_SALs.pdf
     http://bankrupt.com/misc/Geokinetics_USA_SALs.pdf

                      About Geokinetics Inc.

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.

The Company's balance sheet at Sept. 30, 2012, showed
$415.71 million in total assets, $590.79 million in total
liabilities, $90.72 million in mezzanine equity, and a
$265.80 million total stockholders' deficit.

For the first three quarters of 2012, the net loss was
$64.5 million.  For 2011, there was a $231.2 million net loss on
revenue of $763.7 million.

Geokinetics Inc. and its nine affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-10472) on March 10,
2013, with a prepackaged Chapter 11 plan that converts $300
million of senior secured notes into 100% of the reorganized
Company's common stock.

Akin Gump Strauss Hauer & Feld LLP serves as counsel to the
Debtors; Richards, Layton & Finger, P.A., is co-counsel;
Rothschild Inc. is the financial advisor and investment banker;
UHY LLP is the independent auditor; and GCG, Inc., is the claims
agent and administrative agent.


GILBERT AUTO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gilbert Auto Ford, LLC
        P.O. Box 497
        Walla Walla, WA 99362

Bankruptcy Case No.: 13-01010

Chapter 11 Petition Date: March 11, 2013

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: Barry W. Davidson, Esq.
                  DAVIDSON BACKMAN MEDEIROS
                  601 W Riverside Avenue
                  Suite 1550
                  Spokane, WA 99201
                  Tel: (509) 624-4600
                  Fax: (509) 623-1660
                  E-mail: bdavidson@dbm-law.net

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/waeb13-01010.pdf

The petition was signed by Mark W. Gilbert, managing member.


GOLD RESERVE: Updates Shareholders on U.S. Listing Status
---------------------------------------------------------
Gold Reserve Inc. on March 14 disclosed that as of the close of
business today the Company's common shares will be suspended from
trading on the NYSE MKT (GRZ).  The Company anticipates that the
common shares will begin to trade on the OTCQB Marketplace
thereafter.  Once a trading symbol is issued investors will be
able to view the Real Time Level II stock quotes.

As reported by the Troubled Company Reporter on March 12, 2013,
Gold Reserve Inc. advised its shareholders that on March 8, 2013,
the Company was notified by the NYSE-MKT that its appeal with an
independent panel relating to the continued listing of the
Company's shares on the Exchange has been denied.  The Exchange
expects to suspend trading of the Company's shares and file an
application with the SEC to delist the Company's shares from the
Exchange "as soon as is practicable," but has not given the
Company any particular dates for those actions.

Gold Reserve Inc. -- http://www.goldreserveinc.com-- is an
exploration-stage company.  The Company is engaged in the business
of acquiring, exploring and developing mining projects.  As of
December 31, 2011, the Company had not generated any revenues.
The Company's subsidiaries include Gold Reserve Corporation, Gold
Reserve de Barbados Limited, Gold Reserve de Venezuela, CA,
Compania Aurifera Brisas del Cuyuni, SA, GR El Choco Limited and
GRI Minerales El Choco CA.  As of December 31, 2011, the Company
had no revenue producing mining operations.


GROVES IN LINCOLN: Proposes Benchmark-Led Auction in May
--------------------------------------------------------
The Groves in Lincoln Inc., owner the Groves independent living
facility in Lincoln, Massachusetts, filed together with its
bankruptcy petition a motion to sell substantially all assets for
up to $35 million to an affiliate of Benchmark Assisted Living
LLC, absent higher and better offers.

Under an asset purchase agreement, BSL Lincoln LLC has agreed to
purchase the assets for $30 million in cash plus an additional
payment of up to $5 million contingent upon the success and timing
of the purchaser's receipt of approvals to construct an Assisted
Living/Alzheimer's Care facility on the property that purchaser is
buying from the Company.

The Groves is asking the Bankruptcy Court to hold a hearing on
March 26 to approve procedures for holding an auction and
soliciting other bids.  The Debtor and the bondholders have agreed
to permit counteroffers in the form of either a purchase or
proposal for restructuring under a Chapter 11 plan.

To participate in an auction, interested parties must submit an
asset purchase agreement that offers a cash purchase price of at
least $31.1 million or a plan sponsor agreement that offers at
least $1.1 million more than the value Benchmark is offering.
Bidders are required to submit an irrevocable cash deposit of
$1 million.

The Debtor acceded to the stalking horse bidder's request
for bid protections, including a break-up fee of $900,000 plus
reimbursement of expenses of $100,000.

The Debtor proposes a May deadline for initial bids as well as an
auction for the assets two business days after the bid deadline.
The Debtor proposes a sale hearing three business days after the
bid deadline.

The bond trustee is prohibited from submitting a credit bid.

As required for not-for-profit entities in Massachusetts, the
Debtor provided to the Attorney General of Massachusetts on the
Petition Date a notice of sale of substantially all of its assets.

The APA with the Benchmark unit requires that the sale order be
entered within 60 days after the entry of the bid procedures order
and that the Proposed Sale be consummated on the 10th business day
after the non-bankruptcy required approvals and the Non-AL/ALZ
required approvals have been obtained but no later than 60 days
after the entry of the sale order.

Benchmark is based in Wellesley, Massachusetts and is one of the
largest providers of assisted and independent senior housing in
New England.

                       $88-Mil. in Bonds

Ever since opening in July 2010, The Groves has struggled to
maintain a sufficient pace of new resident reservations and move-
ins for the Company to maintain financial viability.  Before the
facility opened, there were reservations for 75% of the units. By
the time the facility was available for use, cancellations brought
occupancy down to 65%.

The Debtor owes $88.34 million in Massachusetts Development
Finance Agency bonds that were sold in 2009 to finance the
project.  The Debtor also owes two non-debtor members -- Masonic
Health System of Massachusetts Inc. and New England Deaconess
Association-Abundant Life Communities Inc. -- a total of $20.6
million, which obligations are subordinated to the rights and
interests of the bond trustee under the bonds.

The Debtor also has accrued liability for entrance fee refunds of
$47,724,019 as of the Petition Date.  Only $22,000 is owed for
goods and services supplied before the petition date.

                    51% Recovery for Bondholders

The Company has agreed, pursuant to a stipulation with Wells Fargo
Bank, National Association, as the bond trustee, concerning use of
cash collateral, that all proceeds of the proposed sale will be
turned over to the bond trustee in payment of the bonds.

The Debtor agreed that certain reserve funds are not property of
the estate, thus those funds, too, will be available to pay the
bonds.  Assuming that the stalking horse bid from Benchmark
emerges as the best offer, the reserve funds and the sale proceeds
will provide bondholders with $45.3 million, yielding a recovery
of 51% on the outstanding bonds.

The Company expects its Chapter 11 plan to reflect a waiver of MHS
and DALC's claims.  Similarly, no distribution will be available
to MHS or DALC on account of their member interests.

Prepetition, another party, a not-for-profit entity, submitted an
offer to become 100% sponsor of The Groves and to restructure the
bonds.  The Debtor and MHS agreed that the Debtor should commence
the Chapter 11 cases with Benchmark as purchaser.

The Debtor's investment banker may be reached at:

         RBC Capital Markets
         677 Broadway, Suite 700
         Albany, NY 12207
         Att'n: David B. Fields, Director
         Telephone: 518-432-5078
         E-mail: David.Fields@rbccm.com

                     About Groves at Lincoln

The Groves in Lincoln Inc., along with affiliates, sought Chapter
11 protection (Bankr. D. Mass. Case No. 13-11329) in Boston on
March 11, 2013.

Groves is a Massachusetts not-for-profit corporation organized in
2006 for the purpose of developing and operating a senior
independent living facility in Lincoln, Massachusetts to be known
as The Groves in Lincoln.  This facility now consists of 168
independent living units on a 34-acre campus with a mix of
apartments, cottages, and related common areas including community
center, dining rooms, lounges, barbershop/beauty salon, library,
fitness center and pool.  Groves has 26 full-time employees and 22
part-time employees as of the bankruptcy filing.

The Debtors tapped Murtha Cullina LLP as counsel, Verdolino &
Lowey, P.C. as accountants and financial advisors, and RBC Capital
Markets LLC as investment banker.


GROVES IN LINCOLN: Wells Fargo Allows Use of Cash Collateral
------------------------------------------------------------
The Groves in Lincoln Inc. asks the Bankruptcy Court for approval
to use cash collateral to fund its business operations, preserve
the value of its assets and business, and to avoid irreparable
harm to the Groves independent living facility and its bankruptcy
estate, pending completion of the proposed sale of the assets.

Wells Fargo Bank, N.A., which in its capacity as trustee for
holders of outstanding tax-exempt bonds in the outstanding amount
of approximately $88,430,000, holds a lien on substantially all
assets of Groves.

The Debtor and the bond trustee have agreed to terms of an interim
order granting the Debtors access to cash collateral.

The parties agree that as adequate protection for any diminution
in the value of cash collateral resulting from Groves' use thereof
through entry of a final order, the bond trustee will have
superpriority administrative expense claim pursuant to 11 U.S.C.
Sec. 507(b), replacement liens, and supplemental liens.

The bond trustee consents to certain expenses and professional
fees incurred during the pendency of the Chapter 11 Case which
shall be superior in all instances to the liens and claims of the
Bond Trustee and all other parties.  The "Carve Out" means (a) the
Broker's fees and expenses, (b) the fees and expenses of other
professionals retained by Groves or a Committee, capped at the
amounts set forth in the budget, plus (c) the statutory fees of
the United States Trustee pursuant to 28 U.S.C. Sec. 1930 and the
fees of the Clerk of the Bankruptcy Court.

The proposed interim order contains an acknowledgment by Groves
that the bond trustee has a valid claim, a perfected first
priority lien, etc.  Having reviewed the bond claims and liens,
Groves does not regard this provision as a give-up since Groves
concluded that there is no basis for challenge.  However, the
interim order preserves the right of an official committee, if one
is appointed in the near term, to make up its own mind, and to
challenge the Bond-related claims and liens if the committee
concludes there is a basis to do so.

The interim order contains waivers of various statutory rights and
contemplates that upon entry of a final order, the waiver will
include the estate's rights under Section 506(c) of the Bankruptcy
Code.  This concession on Groves' part is balanced, however, by a
post-termination provision giving Groves the right, if use of cash
collateral under the interim order or final order is terminated,
to use funds under the Liquidity Support Agreement, as amended,
dated Nov. 1, 2009 -- which currently has an undrawn balance of
$2,583,732 -- for operating expenses and professional fees of the
Debtor without budgetary restriction, subject to certain terms and
conditions.

                     About Groves at Lincoln

The Groves in Lincoln Inc., along with affiliates, sought Chapter
11 protection (Bankr. D. Mass. Case No. 13-11329) in Boston on
March 11, 2013, with a deal to sell to an affiliate of Benchmark
Assisted Living LLC, for up to $35 million.

Groves is a Massachusetts not-for-profit corporation organized in
2006 for the purpose of developing and operating a senior
independent living facility in Lincoln, Massachusetts to be known
as The Groves in Lincoln.  This facility now consists of 168
independent living units on a 34-acre campus with a mix of
apartments, cottages, and related common areas including community
center, dining rooms, lounges, barbershop/beauty salon, library,
fitness center and pool.  Groves has 26 full-time employees and 22
part-time employees as of the bankruptcy filing.

The Debtors tapped Murtha Cullina LLP as counsel, Verdolino &
Lowey, P.C. as accountants and financial advisors, and RBC Capital
Markets LLC as investment banker.


GROVES IN LINCOLN: Wants to Assume Bonus Agreement With CFO
-----------------------------------------------------------
The Groves in Lincoln, Inc., and The Apartments at the Groves,
Inc. ask the Bankruptcy Court for authority to assume an incentive
compensation agreement dated Jan. 25, 2013, with chief financial
officer Toby Shea.

The Company entered into the Agreement to incentivize Mr. Shea to
achieve a successful resolution of the Company's financial
problems through either a sale of The Groves or a restructuring of
the $88,430,000 bonds accompanied by replacement of Masonic Health
System of Massachusetts Inc. as sponsor.

Mr. Shea will earn a bonus equal to one year's salary ($250,000)
if he is successful in achieving a restructuring or sale producing
what the Agreement defines as Successful Target Value, provided
that Mr. Shea continuously serves as CFO through the time of the
closing.  The Agreement defines Successful Target Value as a value
for the Company and/or its constituents of not less than 80% of
the amount that would be realized if the Company were able to
consummate the non-binding letter of intent that it had in hand at
the time of the Agreement.  The letter of intent, predecessor to
the Asset Purchase Agreement that is the subject of the Company's
sale motion of even date herewith, provided for sale of The Groves
in exchange for a non-contingent payment of $30 million and a
contingent payment of $5 million.  The Agreement provides no
"consolation prize" for partial success.  If Mr. Shea's efforts do
not yield Successful Target Value so as to trigger the bonus, he
gets zero.

Mr. Shea has more than 15 years of experience working for regional
and national commercial banking institutions.  As an investment
banker, he served more than 30 nonprofit providers of senior
living facilities in the Northeast region, including raising
capital, assisting with strategic planning, and providing other
consulting and investment banking services.  Mr. Shea served as
lead underwriter/investment banker on more than $1 billion in new
financings.

Mr. Shea joined MHS as its chief financial officer in April 2010.
He joined as CFO for Groves and Apartments in April 2012.

The Debtor claims that the assumption of the Agreement satisfied
the "business judgment rule" required by 11 U.S.C. Sec. 365(a) for
the assumption of a contract.  The Debtor said that the incentive
payment provided in the Agreement is not a retention plan or
severance payment because it is contingent on the success of the
Sale/Restructuring Process.

                     About Groves at Lincoln

The Groves in Lincoln Inc., along with affiliates, sought Chapter
11 protection (Bankr. D. Mass. Case No. 13-11329) in Boston on
March 11, 2013, with a deal to sell to an affiliate of Benchmark
Assisted Living LLC for up to $35 million.

Groves is a Massachusetts not-for-profit corporation organized in
2006 for the purpose of developing and operating a senior
independent living facility in Lincoln, Massachusetts to be known
as The Groves in Lincoln.  This facility now consists of 168
independent living units on a 34-acre campus with a mix of
apartments, cottages, and related common areas including community
center, dining rooms, lounges, barbershop/beauty salon, library,
fitness center and pool.  Groves has 26 full-time employees and 22
part-time employees as of the bankruptcy filing.

The Debtors tapped Murtha Cullina LLP as counsel, Verdolino &
Lowey, P.C. as accountants and financial advisors, and RBC Capital
Markets LLC as investment banker.


GROVES IN LINCOLN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Groves in Lincoln, Inc.
          fka The Groves in Lincoln - Deaconess, Inc.
        One Harvest Circle
        Lincoln, MA 01773

Bankruptcy Case No.: 13-11329

Affiliate that filed separate Chapter 11 petition:

        Entity                          Case No.
        ------                          --------
The Apartments at the Groves, Inc.      13-11330

Chapter 11 Petition Date: March 11, 2013

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtors' Counsel: Daniel C. Cohn, Esq.
                  MURTHA CULLINA, LLP
                  99 High Street
                  Boston, MA 02110
                  Tel: (617) 457-4155
                  E-mail: dcohn@murthalaw.com

                         - and ?

                  Ryan M. MacDonald, Esq.
                  Murtha Cullina, LLP
                  99 High Street
                  Boston, MA 02110
                  Tel: (617) 457-4000
                  Fax: (617) 482-3868
                  E-mail: rmacdonald@murthalaw.com

Debtor's
Accountants
and Financial
Advisors:         VERDOLINO & LOWEY, P.C.

Debtor's
Investment
Banker:           RBC CAPITAL MARKETS, LLC

The Groves in Lincoln's
Estimated Assets: $10,000,001 to $50,000,000

The Groves in Lincoln's
Estimated Debts: $100,000,001 to $500,000,000

The petitions were signed by David C. Turner, president & CEO.

Groves in Lincoln's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Delphi Construction                Trade                    $5,137
130 Overland Road
Waltham, MA 02451

Ahearn Equipment                   Trade                    $3,802
460 Main Street
Spencer, MA 01562

Atlantic Charter                   Trade                    $1,751
P.O. Box 3127
Boston, MA 02241-3127

Lalicata Landscape Products        Trade                    $1,345

Overhead Door Company of Danvers   Trade                    $1,197

Signet Electronic Systems Inc.     Trade                    $1,069

Tighe & Bond                       Trade                      $759

Ace Service Company, Inc.          Trade                      $694

Home Depot                         Trade                      $605

Bulbs.com                          Trade                      $593

Supreme Industrial Products In     Trade                      $585

W.B. Mason Company, Inc.           Trade                      $564

Pittsburgh Paints                  Trade                      $557

CES Inc.                           Trade                      $416

Willco Sales and Service Inc.      Trade                      $273

Coca-Cola Refreshments             Trade                      $218

Stanley Steemer of Boston          Trade                      $179

Golden Tones, Inc.                 Trade                      $150

Poland Springs                     Trade                      $123

Swanson Buick-GMC Truck Inc.       Trade                      $103


H.J. HEINZ: S&P Rates $2.1-Bil. 2nd Lien Sr. Secured Notes 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to H.J. Heinz Co.'s proposed $2.1 billion second-
lien senior secured notes due 2020.  S&P assigned a 'BB-' issue
rating to the notes, and assigned a recovery rating of '4'
(indicating S&P's expectation of average [30% to 50%] recovery in
the event of a payment default).  Heinz will use proceeds from the
notes offering along with the new term loan credit facilities and
equity contributions from 3G Capital and Berkshire Hathaway to
fund the purchase of the company, repay existing debt, and pay
related fees and expenses.  S&P estimates that the Pittsburgh-
based company will have roughly $13.9 billion of adjusted debt
outstanding following its leveraged buyout.

On March 12, 2013, S&P indicated that it would lower the long-term
corporate credit rating to 'BB-' from 'BBB+', and the short-term
rating to 'B' from 'A-2' following its resolution of the
CreditWatch listing.  The downgrade would reflect S&P's view that
Heinz's financial risk profile will be 'highly leveraged'
following its leveraged buyout.  S&P understands that the company
intends to roll over $868 million of notes consisting of
$231.1 million debentures due 2028, $202.2 million notes due 2030,
and $435.1 million notes due 2032.  As a result of S&P's expected
outcome upon resolution of the CreditWatch listing, it expects to
lower the senior unsecured debt rating to 'BB-' (from 'BBB+') and
assign a '4' recovery rating, indicating S&P's expectation of
average (30% to 50%) recovery in the event of a payment default.

Heinz's business risk profile remains 'strong.'  Key credit
factors in S&P's assessment of Heinz's business risk profile
include its broad portfolio of branded products, strong geographic
diversity, and history of relatively stable operating margins.
However, the company is exposed to volatile commodity costs and
participates in the highly competitive packaged food industry.
Heinz's strong business risk profile also reflects the company's
diversified product categories and strong brand names.

For the complete corporate credit rationale, see Standard & Poor's
research report on H.J. Heinz, published on March 12, 2013 on
RatingsDirect.

RATINGS LIST

H.J. Heinz Co.
Corporate credit rating              BBB+/Watch Neg/A-2

NEW RATING

H.J. Heinz Co.
Senior secured
Proposed $2.1 bil. 2nd lien notes
  notes due 2020                      BB-
Recovery rating                      4


HELLER EHRMAN: Status Conference on May 7
-----------------------------------------
Bankruptcy Judge Dennis Montali will hold a status conference in
four adversary proceedings initiated by Heller Ehrman LLP -- by
and through its plan administrator, Michael Burkart -- to schedule
trial and take up any other matters on May 7, 2013, at 1:30 p.m.

On Monday, Judge Montali ruled that four law firms subject to
those lawsuits -- Jones Day, Davis Wright Tremaine LLP, Foley &
Lardner LLP and Orrick, Herrington & Sutcliffe LLP -- owe Heller
Ehrman's estate for the profits they made on work that originated
at Heller before its demise.  Jacqueline Palank, writing for Dow
Jones Newswires, reported the trial will be held to determine the
specific dollar amounts, if any, the firms must pay Heller.  Dow
Jones said the court's ruling is likely to be appealed.

In 2010, the Heller Ehrman plan administrator filed multiple
adversary proceedings against various law firms to which Heller's
former shareholders transferred, seeking to recover profits those
firms earned while completing former Heller client matters that
were pending but unfinished on the date of the Debtor's
dissolution.  Many of the lawsuits have been settled, but the
actions against the four law firms remain pending.

Heller has filed motions for partial summary judgment contending
that as a matter of undisputed fact, it has established the
existence of three elements of fraudulent transfer actions and the
absence of an essential element of a "safe harbor" defense to such
actions.  The law firms opposed, and filed cross-motions for
summary judgment.  In Monday's ruling, the Court granted Heller's
motions for partial summary judgment and denied the cross-motions.

"The court is satisfied that Heller is entitled to partial summary
judgment on all of the issues raised by it in the [motions for
partial summary judgment] and that Defendants are not entitled to
summary judgment on their cross-motions.  What remains, therefore,
is proof at trial of the extent of Heller's damages, namely the
amount earned by Defendants as profit on the unfinished business,"
said Judge Montali.

A copy of Judge Montali's March 11, 2013 Memorandum Decision is
available at http://is.gd/2FBxq1from Leagle.com.

Before its dissolution in September 2008, Heller was a global law
firm with approximately 700 lawyers.  Heller was a limited
liability partnership composed of eight partners, all of which
were professional corporations.  The shareholders of those
corporations provided the legal services to Heller's clients and
delegated the management of Heller to officers and committees
composed of Shareholders.

In September 2008, Bank of America declared Heller to be in
default of its covenants relating to a $35 million revolving line
of credit and a $10 million long-term loan, and eventually seized
control of Heller's bank accounts.  As a result, the partners
voted to dissolve the firm on Sept. 26, 2008, pursuant to a
written dissolution plan. Heller notified clients that it would
cease providing legal services by Oct. 31, 2008.  Heller included
in its Dissolution Plan a provision now commonly referred to as
the "Jewel Waiver," waiving any rights and claims under the
doctrine of Jewel v. Boxer, 156 Cal.App.3d 171 (1994) "to seek
payment of legal fees generated after the departure date of any
lawyer or group of lawyers with respect to non-contingency/non-
success fee matters only."

Thereafter, Heller's Dissolution Committee learned that its
secured lenders had filed a financing statement with the Secretary
of State in September 2008.  Recognizing that Heller could
possibly avoid the liens under the Bankruptcy Code's preference
provisions, Heller filed for Chapter 11 bankruptcy.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Cal., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HB02WORKS LLC: Updated Case Summary & Creditors' Lists
------------------------------------------------------
Lead Debtor: HB02WORKS, LLC
             5197 Brandywine Lane
             Frisco, TX 75034

Bankruptcy Case No.: 13-40635

Chapter 11 Petition Date: March 11, 2013

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

Judge: Brenda T. Rhoades

Debtors' Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS P.C.
                  12770 Coit Road
                  Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Estimated Assets: $0 to $50,000

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
HB02 America, LLC                      13-40636
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Michael D. Kindcade, Owner/COO.

A. A copy of HB02WORKS's list of its 19 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/txeb13-40635.pdf

B. A copy of HB02 America's list of its 19 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/txeb13-40636.pdf


HIGH BANKS: Case Summary & Unsecured Creditor
---------------------------------------------
Debtor: High Banks Ranch Limited Partnership
        525 Harlow Road
        Springfield, OR 97477

Bankruptcy Case No.: 13-60735

Chapter 11 Petition Date: March 11, 2013

Court: United States Bankruptcy Court
       District of Oregon

Judge: Thomas M. Renn

Debtor's Counsel: Julia I. Manela, Esq.
                  THE SCOTT LAW GROUP
                  497 Oakway Rd #245
                  Eugene, OR 97401
                  Tel: (541) 868-8005
                  E-mail: ecf@scott-law-group.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Hamilton W Budge Jr.      Attorney               $20,000
725 Country Club Rd
Eugene, OR 97401

The petition was signed by Blake R. Hastings, general partner.


HOLLYWOOD BOULEVARD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Hollywood Boulevard Cinema, LLC
        1001 W. 75th Street, Suite 153
        Woodridge, IL 60517

Bankruptcy Case No.: 13-09232

Chapter 11 Petition Date: March 8, 2013

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Paula K. Jacobi, Esq.
                  BARNES & THORNBURG, LLP
                  1 North Wacker Drive, Suite 4400
                  Chicago, IL 60606
                  Tel: (312) 214 4866
                  Fax: (312) 759-5646
                  E-mail: pjacobi@btlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb13-09232.pdf

The petition was signed by Ted C. E. Bulthaup III, manager.


HOSTESS BRANDS: Bakers Union Fights Cake Buyers Over Jobs
---------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a Hostess Brands
Inc. bakers union continued to battle with the bankrupt snack icon
Tuesday when it challenged the proposed sales of some of Hostess'
cake brands, saying none of the potential purchasers have
committed to preserving jobs.

The report related that the Bakery Confectionery Tobacco Workers
and Grain Millers International Union said in a court filing that
the proposed sale orders for Hostess' Drake's brand, as well as a
few others, have gone as far as to disclaim any obligation to
consider employing any workers.

                       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.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

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).

In the new Chapter 11 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.

The official committee of unsecured creditors 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.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down.  Employee headcount is expected to
decrease by 94% within the first 16 weeks of the wind down.  The
entire process was expected to be completed in one year.


HOSTESS BRANDS: Says Justice Department Reviewing Flowers Deal
--------------------------------------------------------------
Dawn McCarty, writing for Bloomberg News, reported that Hostess
Brands Inc. Chief Executive Officer Greg Rayburn said Flowers
Foods Inc. (FLO)'s bid to buy most of the bankrupt baking
company's bread brands is going through U.S. Justice Department
review.

Hostess is working closely with the department to clear "hurdles,"
Rayburn said in an interview on Bloomberg Television's "In the
Loop" with Betty Liu.

Flowers, based in Thomasville, Georgia, made the only qualified
offer for Hostess's Wonder, Butternut, Home Pride, Merita and
Nature's Pride brands, as well as 20 bread plants, 38 depots and
other assets, Bloomberg related.  Hostess, based in Irving, Texas,
declared the $360 million bid the highest and best, eliminating
the need for the scheduled Feb. 28 auction.

A March 19 hearing has been set in U.S. Bankruptcy Court in White
Plains, New York, for review and approval of the purchase,
Bloomberg said. The deal is also subject to regulatory approvals,
including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and closing conditions, Flowers said in a
Feb. 28 regulatory filing.

The planned sales of most of Hostess's bread business shouldn't be
approved as currently structured because the buyers would be
improperly released from liabilities and legal obligations,
Bloomberg related Manhattan U.S. Attorney Preet Bharara's March 1
objection to agreements reached with Flowers and Grupo Bimbo SAB
(BIMBOA), which plans to buy the Beefsteaks brand for about $31.9
million.

                       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.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

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).

In the new Chapter 11 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.

The official committee of unsecured creditors 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.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down.  Employee headcount is expected to
decrease by 94% within the first 16 weeks of the wind down.  The
entire process was expected to be completed in one year.


HOSTESS BRANDS: Selects McKee Foods as Winning Bidder for Drake's
-----------------------------------------------------------------
Hostess Brands Inc. on March 14 announced that the stalking horse
bid submitted by McKee Foods Corporation for the Drake's(R) snack
cake brand will be the bid presented for approval to the U.S.
Bankruptcy Court as no other qualified bids were received for
those assets.

McKee has agreed to pay $27.5 million for the Drake's(R) brand and
certain equipment.  Drake's products include Ring Dings, Yodels,
Devil Dogs, Yankee Doodles, Sunny Doodles, and Drake's Coffee
Cake.  The Company will ask the U.S. Bankruptcy Court for the
Southern District of New York to approve the transaction at a
hearing on April 9.

Separately, Hostess Brands will proceed with an auction for its
Sweetheart(R), Eddy's(R), Standish Farms(R), and Grandma
Emilie's(R) bread brands on March 15 after the Company received
additional qualified offers.  United States Bakery, Inc., as the
stalking horse bidder, has agreed to pay $30 million for the
brands, four bakeries, and 14 depots, plus certain equipment.

The Company's other proposed transactions include:

-- The sale of the majority of the Company's snack cake business
to affiliates of Apollo Global Management, LLC and Metropoulos &
Co. Apollo and Metropoulos have agreed to pay $410 million for the
assets, which include both Hostess(R) and Dolly Madison(R) branded
products, five bakeries and certain equipment.  Among the products
included are the Company's Twinkies(R), Ho Hos(R), Ding Dongs(R),
and Donettes(R) snack cakes.

-- The sale of the majority of the Company's bread business,
including its Wonder(R) brand, to Flowers Foods, Inc. for $360
million.  The agreement includes, in addition to the brands, 20
bakeries, 38 depots and other assets.

-- The sale of the Beefsteak(R) bread brand to Grupo Bimbo, S.A.B.
de C.V. for $31.9 million.

Hostess Brands will seek Court approval of the above transactions
on March 19.

Jones Day provided legal advice to Hostess Brands on all of the
transactions.  Perella Weinberg Partners served as the Company's
financial advisor.

                       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.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

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).

In the new Chapter 11 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.

The official committee of unsecured creditors 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.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down.  Employee headcount is expected to
decrease by 94% within the first 16 weeks of the wind down.  The
entire process was expected to be completed in one year.


HUNTER DEFENSE: Revenue Pressures Cue Moody's to Lower CFR to B3
----------------------------------------------------------------
Moody's Investors Service downgraded Hunter Defense Technologies,
Inc.'s ratings including its Corporate Family Rating to B3 from B2
and Probability of Default Rating to B3-PD from B2-PD.
Concurrently, Moody's lowered the ratings on the company's first
and second lien bank debt to B2 and Caa2, respectively. The
ratings outlook changed to stable from negative.

Ratings downgraded:

  Corporate Family Rating to B3 from B2;

  Probability of Default Rating to B3-PD from B2-PD;

  $20 million first lien revolver due August 2013, to B2 (LGD-3,
  39%) from B1 (LGD-3, 39%)

  $149 million outstanding first lien term loan (originally $200
  million) due August 2014, to B2 (LGD-3, 39%) from B1 (LGD-3,
  39%)

  $44 million outstanding second lien term loan (originally $80
  million) due February 2015, to Caa2 (LGD-5, 88%) from Caa1
  (LGD-5, 89%)

Outlook, stable

Ratings Rationale:

The ratings downgrade was prompted by Moody's expectation that
leverage and interest coverage metrics over the next twelve to
eighteen months will weaken and will be more reflective of a B3
CFR. Operating performance is expected to continue to be pressured
by defense budget cuts including mandatory budget cuts through
Sequestration and uncertainty regarding the extension of the
Continuing Resolution expiring at the end of the month. Lower U.S.
troop levels combined with lower than anticipated international
sales to offset the lower domestic sales have pressured both
revenues and profitability. In addition, the combination of
meaningful debt maturities coming due within the next eighteen
months and anticipated tight covenant headroom have also been
considered in the ratings.

The stable rating outlook is supported by the company's relatively
consistent backlog levels that provide a degree of near-term
revenue visibility and an adequate liquidity profile supported by
continued positive free cash flow generation.

Hunter Defense's B3 corporate family rating reflects the company's
relatively small revenue scale, credit metrics that are likely to
be reflective of the B3 rating category over the intermediate term
and the historically volatile nature of shelter sales. Performance
volatility from quarter to quarter stems from the timing of orders
and Department of Defense funding delays. Furthermore, the
realization of orders in the company's backlog could also be
affected by delays resulting from defense budget pressures.
However, the ratings also consider the ongoing long-term U.S.
military demand for Hunter's technologically advanced mobile
shelter systems and related products for military training
purposes as well as ongoing military maintenance needs. Other
factors underlying the B3 CFR include the company's effective
focus on working capital management and the resulting ability to
use approximately $70 million of generated cash flow to
permanently repay debt since mid-2011.

Hunter's ratings could be subject to downward revision if the
company's liquidity position weakens including not extending
upcoming debt maturities, or if debt is increased for large
levered acquisitions or equity distributions in particular. Credit
metrics that may result in a downgrade include EBIT/interest
declining below 1.0x and debt/EBITDA exceeding 6.0x on a sustained
basis.

The ratings could be upgraded if the company is able to achieve
EBIT/interest coverage above 1.5x and debt/EBITDA improving to and
sustained below 5.0x. In addition, a refinancing extending debt
maturities and increasing covenant headroom would also support
positive ratings consideration.

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

Hunter Defense Technologies, Inc., headquartered in Solon, OH, is
a provider of tactical shelters, CBRN (chemical, biological,
radiological, nuclear) filters and collective protective systems,
and mobile power and temperature control equipment for the U.S.
military and Homeland Security. Annual revenues approximate $250
million. Hunter Defense is majority owned by the private equity
firm Metalmark Capital.


J.F.B.C. LLC: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: J.F.B.C., LLC
        950 Grand Bay Wilmer Road S.
        Mobile, AL 36608

Bankruptcy Case No.: 13-00830

Chapter 11 Petition Date: March 11, 2013

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Robert M. Galloway, Esq.
                  GALLOWAY WETTERMARK EVEREST RUTENS & GAILLARD
                  P.O. Box 16629
                  Mobile, AL 36616-0629
                  Tel: (251) 476-4493
                  E-mail: bgalloway@gallowayllp.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Bank First                                       $3,000,000
P.O. Box 1248
Columbus, MS 39703

The petition was signed by Percy Joseph Roberts, owner.


JEFFERSON COUNTY, AL: Aims to File Chapter 9 Plan in Early June
---------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reported that Jefferson County, Ala., leaders expect to file a
bankruptcy-exit plan to the court in early June that will show how
much it intends to pay back bondholders who extended $3.6 billion
to fix its leaky sewer system, a county official said.

                      About Jefferson County

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

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

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

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

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

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

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

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


KARAM INC: Case Summary & 8 Unsecured Creditors
-----------------------------------------------
Debtor: Karam Inc.
        1210 N. 12th Street
        Murray, KY 42071-3588

Bankruptcy Case No.: 13-50197

Chapter 11 Petition Date: March 11, 2013

Court: United States Bankruptcy Court
       Western District of Kentucky (Paducah)

Debtor's Counsel: Michael Allan Noll, Esq.
                  NOLL LAW OFFICE
                  2950 Breckenridge Lane, Suite 13
                  Louisville, KY 40220
                  Tel: (502) 272-0777
                  Fax: (502) 459-4277
                  E-mail: Mike@NollLawOffice.com

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

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

A list of the Company's eight largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/kywb13-50197.pdf

The petition was signed by Sewa S. Bhinder, president.


LEE'S FOODSERVICE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lee's Foodservice Parts & Repairs, Inc.
        fdba Lee's Oven Repair Service
        fdba Howard Equipment Services, Inc.
        fdba Howard Transport Company
        230 Laura Dr.
        Addison, IL 60101

Bankruptcy Case No.: 13-09454

Chapter 11 Petition Date: March 11, 2013

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

Judge: Pamela S. Hollis

Debtor's Counsel: William J. Factor, Esq.
                  Jeffrey K. Paulsen, Esq.
                  THE LAW OFFICE OF WILLIAM J. FACTOR, LTD
                  1363 Shermer Road, Suite 224
                  Northbrook, IL 60062
                  Tel: (847) 239-7248
                  Fax: (847) 574-8233
                  E-mail: wfactor@wfactorlaw.com
                          jpaulsen@wfactorlaw.com

Scheduled Assets: $804,091

Scheduled Liabilities: $1,106,522

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ilnb13-09454.pdf

The petition was signed by Brian Anderson, president.


LEHMAN BROTHERS: Lands 'London Whale' Deposition in JPMorgan Row
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Lehman Brothers
Holdings Inc. may question a former JPMorgan Chase Bank NA trader
known as the "London Whale" after a New York bankruptcy judge said
Wednesday that he could not restrict Lehman's efforts to prove its
case that the bank was integral to its downfall.

The report related that U.S. Bankruptcy Judge James M. Peck
granted Lehman's bid to obtain a subpoena against former JPMorgan
trader Bruno Iksil, who became notorious for causing billions in
losses in trades. Iksil lives in France, which is where he will be
deposed, the report added.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LLC CRAIG: Case Summary & 7 Unsecured Creditors
-----------------------------------------------
Debtor: LLC Craig 95
        3824 S. Jones Boulevard, #F
        Las Vegas, NV 89103

Bankruptcy Case No.: 13-11935

Chapter 11 Petition Date: March 11, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: David Mincin, Esq.
                  MINCIN LAW, PLLC
                  528 S. Casino Center, #325
                  Las Vegas, NV 89101
                  Tel: (702) 589-9881
                  Fax: (702) 388-4393
                  E-mail: dmincin@lawlasvegas.com

Scheduled Assets: $2,617,095

Scheduled Liabilities: $7,976,591

A copy of the Company's list of its seven largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nvb13-11935.pdf

The petition was signed by Alizera Kaveh, manager.


LIGHTSQUARED INC: Wins Approval to Get Additional $5-Mil. DIP Loan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
amended its earlier order that authorized Lightsquared Inc. and
its affiliates to obtain $41.4 million loan from U.S. Bank
National Association.

In a March 13 decision, the bankruptcy court authorized
Lightsquared to borrow an additional $5 million loan, increasing
the total amount of loan from $41.4 million to $46.4 million.

More than $1.8 million of the $5 million loan will come from Mast
OC I Master Fund, L.P. while more than $1.646 million will come
from Mast Credit Opportunities I Master Fund Ltd.

The bankruptcy court also ordered the company to use the new loan
only for general corporate purposes.  A copy of the March 13 order
is available for free at http://is.gd/VNNpOZ

                      About LightSquared Inc.

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

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

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

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LOCUST STREET: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Locust Street Lofts, L.P.
        416 N. 23rd Street
        St. Louis, MO 63103

Bankruptcy Case No.: 13-41942

Chapter 11 Petition Date: March 8, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Debtor's Counsel: Vincent D. Vogler, Esq.
                  THE VOGLER LAW FIRM, P.C.
                  Two City Place Drive, Suite 150
                  P.O. Box 419037
                  St. Louis, MO 63141-9037
                  Tel: (314) 567-7970
                  E-mail: vdvogler@earthlink.net

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Bill L. Bruce, manager.


MACCO PROPERTIES: U.S. Trustee Wants Case Converted to Chapter 7
----------------------------------------------------------------
Richard A. Wieland, United States Trustee for Region 20, asks the
Bankruptcy Court to convert the Chapter 11 case of Macco
Properties Inc. to one under Chapter 7 of the Bankruptcy Code,
citing:

   1. The debtor has failed to satisfy all outstanding creditor
claims upon the closing of the sale of Macco's membership interest
in MA Cedar Lake Apartments, LLC, to 250 West, LLC, and Jennifer
A. Price.  Macco previously held a 100% membership interest in
Cedar Lake.

   2. This case has been pending since October 2010.  When Price
sought the Court's approval of the sale of this debtor's estate to
her, she represented that All America Bank and the remaining
creditors would be "satisfied in full."  Rather than abide by
those terms and her representations, the debtor has filed
objections to claims.  "Simply stated, for Price to represent that
all estate claims will be paid at closing and then subsequently
object to those claims is incongruoous," the UST said.

   3. The actions of the debtor since the sale closing are
indicative of an inability to reorganize.  This is demonstrated by
utilizing delay tactics, such as claim objections and delay of
payment of creditors, to avoid the commitments previously promised
to obtain a benefit (approval of the sale).

   4. Subsequent to the Nov. 28, 2012 sale closing, the debtor-in-
possession's payment for insurance coverage was returned for
insufficient funds.

   5. The UST believes that since the closing additional
administrative claims approximating $165,000 now exist and have
gone unpaid.

   6. The debtor is delinquent in filing of the monthly operating
reports.  The last monthly operating report was filed by the
Chapter 11 trustee through Nov. 28, 2012.

   7. The debtor has underpaid disbursement fees owed pursuant to
28 U.S.C. Section 1930(a)(6).  The debtor is delinquent $650 and
is currently accruing additional fees for the first quarter of
2013.

A copy of the UST Motion is available at:

       http://bankrupt.com/misc/maccoproperties.doc1446.pdf

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.  Receivership Services Corp., a division of the
Martens Cos., serves as property manager for the six Wichita
apartment complexes caught up in the bankruptcy of Macco
Properties of Oklahoma City.

Michael E. Deeba, the Chapter 11 trustee, is represented by
Christopher T. Stein, of counsel to the firm of Bellingham & Loyd,
P.C.  Grubb & Ellis/Martens Commercial Group LLC, to act as the
Chapter 11 Trustee's exclusive listing broker/realtor for
properties.  The trustee wants to real estate holdings wants to
sell some of the property off, including a luxury high-rise
condominium in Dallas valued at more than $2.5 million and several
run-down apartment complexes in the metro area.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MEDIPATTERN CORP: Enters Into MOU to Settle Outstanding Debt
------------------------------------------------------------
The Medipattern Corporation on March 13 disclosed that it has
received an offer for the settlement of approximately
$5,673,876.36, which includes principal and interest owning to
certain holders of notes issued by the Company in December 2012,
March 2011 and May 2010.

The 2012 Notes are secured by a general security agreement,
pursuant to which the Company granted the holders a security
interest over all of the assets and intellectual property of the
Company.  The 2011 Notes are secured by a technology security
agreement, pursuant to which the Company granted the holders a
security interest over certain intellectual property of the
Company.

On February 17, 2013, the collateral agent under the General
Security Agreement and Technology Security Agreement, on behalf of
the holders of 2012 Notes, delivered a written demand to the
Company for the full redemption of the 2012 Notes, including all
accrued interest in connection therewith.  Also on February 17,
2013, the collateral agent, on behalf of the holders of the 2011
Notes and the 2010 Notes, delivered written notice to the Company
that an Event of Default had occurred and declared the principal
amount and all accrued and unpaid interest in connection therewith
immediately due and payable.  As part of the demand for payment
under the Notes, the Lenders postponed enforcing their rights
under the Notes, the General Security Agreement and the Technology
Security Agreement for a period of thirty days in hopes of
reaching a negotiated settlement with the Company of all
Indebtedness.

The Company and the Lenders have entered into a memorandum of
understanding in respect of the settlement of all outstanding
Indebtedness owed by the Company to the Lenders.

The principal terms of the MOU are as follows:

        (a) The Company shall establish a wholly-owned subsidiary
("Newco") to be incorporated under the laws of the state of
Delaware, United States, or such other state as the parties shall
agree;

        (b) The board of directors of Newco shall consist of a
minimum of three members, with no fewer than two members to be
appointed by the collateral agent and one member appointed by the
Company;

        (c) Following the establishment of Newco, the Company
shall effect a transfer to Newco of the entirety of its operations
and all of its assets relating to its "Visualize: Vascular(TM)"
and "B-CAD(R)" product/service offerings and the commercial rights
associated therewith;

        (d) For regulatory purposes, the Company shall maintain an
office for Newco in such a location and for the necessary period
of time that it takes to provide for a seamless transfer of all
FDA, ISO, QSR and related approvals and certifications necessary
to operate the "Visualize: Vascular" and "B- CAD" businesses;

        (e) Transfer to Newco all of the Indebtedness owed to the
Lenders pursuant to the Notes, including the New Notes (as defined
below), all additional accrued interest and any other costs or
fees owing to the Lenders;

        (f) The Company and Newco will enter into a royalty
agreement(s) relating to the "Visualize: Vascular" and "B-CAD"
businesses, with the principal terms as outlined below:

          "Visualize: Vascular" Royalty

            (i) Newco shall pay to the Company a royalty (the
"Visualize Royalty") equal to:
              (1) $1.00 per paid scan over 5,000 paid scans per
month; and (2) $1.50 per paid scan over 15,000 paid scans per
month;
            (ii) Newco shall be granted a perpetual option to
purchase the Visualize Royalty (the "Visualize Purchase Option").
The Visualize Purchase Option may not be exercised by Newco prior
to the date that is eighteen months from the closing of the
restructuring transactions set forth in this Agreement (the
"Visualize Purchase Option Start Date");

            (iii) If Newco exercises the Visualize Purchase Option
prior to the date that is six (6) months from the Visualize
Purchase Option Start Date, then the purchase price for the
Visualize Royalty paid by Newco, shall be equal to the greater of
three times (3x) the aggregate sum of all royalty payments for the
previous twelve (12) month period or $1,000,000; and

            (iv) Following the date that is six (6) months from
the Visualize Purchase Option Start Date, the purchase price for
the Visualize Royalty paid by Newco, shall be equal to three times
(3x) the aggregate sum of all royalty payments for the previous
twelve (12) month period.

          "B-CAD" Royalty

            (i) Newco shall pay to the Company a royalty (the "B-
CAD Royalty") equal to $150.00 per B-CAD license sold;

            (ii) Newco shall be granted a perpetual option to
purchase the B-CAD Royalty (the "B-CAD Purchase Option").  The B-
CAD Purchase Option may not be exercised by Newco prior to the
date that is eighteen (18) months from the closing of the
restructuring transactions set forth in this Agreement (the "B-CAD
Purchase Option Start Date");

            (iii) If Newco exercises the B-CAD Purchase Option
prior to the date that is six (6) months from the B-CAD Purchase
Option Start Date, then the purchase price for the B-CAD Royalty
paid by Newco, shall be equal to the greater of three times (3x)
the aggregate sum of all royalty payments for the previous twelve
(12) month period or $150,000; and

            (iv) Following the date that is six (6) months from
the B-CAD Purchase Option Start Date, the purchase price for the
B-CAD Royalty paid by Newco, shall be equal to three times (3x)
the aggregate sum of all royalty payments for the previous twelve
(12) month period.

        (g) Upon completion of all of the above referenced
transactions and any others necessary to give full effect to the
intent of the parties pursuant to the MOU (the "Closing"), the
Lenders shall enter into full and final releases with the Company
in respect of the total Indebtedness owing to the Lenders in
exchange for the issuance of shares of Newco, such number of
shares to be determined by the board of directors of Newco in
relation to the proportionate amount of the total Indebtedness
being settled by each Lender; and

        (h) Following Closing, the collateral agent will seek new
partners and additional funding, through the issuance of
additional equity of Newco, to ensure the long term viability of
Newco.

Pursuant to the terms of the MOU, the Company received $154,000
under the term debt facility announced on November 7, 2012.
Medipattern issued $154,000 of secured notes under the Facility.
The New Notes mature on June 30, 2013, and will bear interest at
the rate of 6% per annum, calculated monthly and payable at
maturity.  The New Notes are secured by the General Security
Agreement and are subject to certain redemption and repayment
rights.  The New Notes will be repaid as part of the Debt
Settlement.

The New Notes are subject to a four month and one day resale
restriction.  The securities offered in the placement have not
been and will not be registered under the United States Securities
Act of 1933, as amended, and may not be offered or sold within the
United States or to, or for the account or benefit of U.S. persons
except in certain transactions exempt from the registration
requirements of the U.S. Securities Act.

The Corporation also announced the resignation of one of its
directors, Howard Rosen.  Mr. Rosen has advised Medipattern that
he has decided to spend more time focusing on his other business
pursuits.  At this time, the Board of Directors would like to
express its gratitude to Mr. Rosen for his time and efforts over
the many years he has served as a director of Medipattern.

                About the Medipattern Corporation

Medipattern(R) -- http://www.medipattern.com-- engages in the
development and commercialization of healthcare solutions that
positively impact people's lives through the prevention of disease
and analysis of medical images and data.


MERRILL COMMS: Moody's Removes Provisional Designation on B3 CFR
----------------------------------------------------------------
Moody's removed the provisional designation on Merrill
Communications LLC's (New) B3 corporate family rating, $30 million
first-out senior secured revolver Ba3 rating, and $430 million
senior secured term loan B1 rating.

Moody's also assigned the company a B3-PD probability of default
rating. The provisional ratings were assigned pending the
execution of the proposed restructuring support agreement and the
closing of the financing. The ratings outlook is stable.

Ratings assignments:

Issuer: Merrill Communications LLC (New)

Corporate Family Rating of B3

Probability of Default Rating of B3-PD

US$30 million first-out senior secured revolving credit facility
due 2018 at Ba3 (LGD1, 1%)

US$430 million senior secured term loan due 2018 at B1 (LGD3, 31%)

Moody's also revised the PDR of Merrill Corporation (the pre-
restructuring entity) to D-PD from Ca/LD-PD to reflect the closing
of Merrill's out-of-court debt restructuring. Moody's viewed the
July 2012 revolver extension as a default on the first lien
revolver and term loan. The conversion of the second lien term
loan into HoldCo notes and equity is considered by Moody's as a
default on the second lien obligation. Moody's affirmed the CFR
and instrument ratings of the pre-restructuring entity and will
withdraw them and the pre-restructuring entity's PDR within three
business days following this rating action.

Ratings Rationale:

The B3 CFR reflects Merrill's relatively high leverage and
adequate interest coverage pro-forma for the out-of-court debt
restructuring. The restructuring does not materially change debt
levels, and Merrill's debt/EBITDA (including the HoldCo notes),
will remain in the mid-5 times range and interest coverage
(including both senior secured and HoldCo note interest) will
improve slightly to the high-1 times (EBITDA-CapEx)/interest
expense from mid-1 times. However, Merrill will benefit from
substantially improved liquidity, due to meaningful free cash flow
generation and long term debt maturities. The rating also
incorporates the dependence of the company's earnings on volatile
capital markets cycles and its operations in the highly
competitive transaction services, legal and regulatory businesses,
partially offset by Merrill's strong position in the majority of
its markets.

The stable outlook reflects Moody's expectations of steady near-
term operating performance and substantial improvement in cash
flow generation post-restructuring due in part to the expectation
of PIK interest on the holdco notes.

The ratings could be downgraded if Merrill's operating
performance, liquidity or market position deteriorate, or if
Moody's comes to expect that debt/EBITDA will be sustained above 6
times (including Moody's adjustments).

The ratings could be upgraded if Merrill steadily grows
profitability, demonstrates a commitment to debt reduction and
substantially improves credit metrics. A ratings upgrade will
likely require debt/EBITDA sustained below 4.5 times (including
Moody's adjustments) and a good liquidity position including
FCF/debt over 10%.

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

Merrill Communications LLC (New) provides document and data
management services, litigation support, branded communication
programs, fulfillment, imaging, and printing services to the
financial, insurance, legal, life sciences and other market
segments. The company generated approximately $842 million of
revenue for the fiscal year ended January 31, 2013.


MF GLOBAL: Wins Court Nod to Settle Intercompany Claims
-------------------------------------------------------
U.S. Bankruptcy Judge Martin Glenn approved the agreement
resolving JP Morgan Chase Bank N.A.'s dispute with MF Global
Holdings Ltd. over the value of intercompany claims.

Under the deal, MF Global will subordinate $275 million of its
$1.887 billion claim against its finance unit below JPMorgan's
$1.2 billion claim against the estate.

As part of the settlement, JPMorgan agreed to vote in favor of MF
Global's liquidation plan, and withdrew its earlier request to
pursue MF Global Finance USA Inc.'s claim to knock out a
$928 million claim against the finance unit.

JPMorgan's claim is associated with the $1.2 billion revolving
credit facility it arranged for MF Global, of which about
$928 million was transferred to the finance unit before the
bankruptcy.  The transfer resulted in the finance unit owing money
to both MF Global and the lenders, including JPMorgan.

JPMorgan, which has claims against both MF Global and the finance
unit, is currently projected to recoup up to 73 cents on the
dollar but that figure could increase as a result of the
settlement.

                         About MF Global

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

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

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

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

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

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


MF GLOBAL: Court Approves Supplements to Plan Outline
-----------------------------------------------------
U.S. Bankruptcy Judge Martin Glenn approved the supplements to the
disclosure statement describing MF Global Holdings Ltd.'s proposed
liquidation plan.

The supplements contain a revision to provisions of the plan
outline governing the settlement of intercompany claims, set-offs
and allowance of so-called "liquidity facility unsecured claims."

MF Global revised the provisions as part of a settlement it
reached with JPMorgan Chase Bank N.A. to resolve the bank's
request to pursue claims against the company as well as its
objections to the settlement.

Judge Glenn authorized the trustee of MF Global and his co-plan
proponents to continue to solicit votes on the liquidation plan.

The bankruptcy judge ordered the plan proponents to file an
affidavit regarding votes on the plan by 12:00 p.m. (Eastern time)
on March 29.  Any creditor entitled to vote must submit its ballot
by 4:00 p.m., on March 25.

The hearing to consider confirmation of the liquidation plan will
begin at 10:00 a.m., on April 5.  Objections to the plan must be
filed by 4:00 p.m., on March 25.

                         About MF Global

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

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

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

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

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

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


MF GLOBAL: Judge Approves Accord with JPMorgan
----------------------------------------------
Nick Brown, writing for Reuters, reported that a bankruptcy judge
on Wednesday approved a settlement that will increase JPMorgan
Chase & Co's potential recoveries from the liquidation of MF
Global Holdings to as much as 76 cents for every dollar in claims.

The deal resolves a complaint from JPMorgan over the value of an
intercompany settlement among MF Global affiliates, according to
Reuters.  That complaint had posed a potentially significant
obstacle to getting creditor support and court approval for MF
Global's payout plan.

Reuters related that in an order entered in U.S. Bankruptcy Court
in Manhattan, Judge Martin Glenn approved a supplement to the
payback plan that raises the maximum projected recovery for
JPMorgan for its $1.2 billion loan. Its recovery had maxed out at
about 73 percent in an earlier version of the plan.  The
settlement also provides for a slight increase in the size of
JPMorgan's claim.

The supplement, Reuters added, decreases the projected maximum
payout for unsecured creditors of MF Global's finance unit to 34.4
cents on the dollar, down from 39 cents in the earlier plan.
There was little change for unsecured creditors of MF's parent
entity, with a maximum projected recovery of roughly 34 percent of
claims, according to Reuters.  Commodity trader customers of MF
Global's broker-dealer unit are expected to recover all of their
money.

                         About MF Global

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

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

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

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

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

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


MILLER AUTOMOTIVE: Withdrawal Bid a Case of Forum Shopping
----------------------------------------------------------
Miller Automotive Group Inc. -- d/b/a Miller Chrysler Dodge, d/b/a
Miller Chrysler Dodge Jeep, Inc. -- filed a Chapter 11 petition
(Bankr. W.D. Mo. Case No. 13-20027) on Jan. 11, 2013.  On Jan. 29,
Bankruptcy Judge Dennis R. Dow issued an order approving use of
cash collateral.  However, on Feb. 11, the Bankruptcy Court denied
the Debtor's request for continued use of cash collateral.  The
Debtor initiated a proceeding before the District Court, arguing
that the adverse impact of the Bankruptcy Court's Feb. 11 decision
justifies withdrawing the reference to the Bankruptcy Court.

The Debtor expressed concern about what it perceives to be
procedural impediments to its effort to have its Emergency Motion
to Withdraw Reference considered.

However, Senior District Judge Ortrie D. Smith denied the Debtor's
Request to Withdraw Reference in a March 11, 2013 Order available
at http://is.gd/DFb5Yefrom Leagle.com.

"The Court has no doubt that it has the power to withdraw the
reference of this bankruptcy proceeding to the Bankruptcy Court
. . . .  The Court is not convinced that it should do so, much
less (as Debtor intimates) that it must do so.  In large measure,
Debtor seeks withdrawal as part of an effort to persuade a
different judge to do what the Bankruptcy Court has already
declined to do -- a classic case of forum shopping.  Permitting
withdrawal of the reference for such a purpose defeats the entire
reason bankruptcy courts exist and renders the practice of
routinely referring bankruptcy cases to bankruptcy courts an
exercise in futility. It is also worth noting that Debtor cites no
authority suggesting withdrawal of the reference is justified in
these circumstances, and those courts that have addressed section
157(d) have created standards that clearly counsel against
granting Debtor's motion."

"To the extent Debtor seeks withdrawal of the reference simply to
revisit (or even initially consider) core bankruptcy proceedings,
the Court concludes the matter is best left with the bankruptcy
court."

All other motions for relief are denied without prejudice to the
Debtor's right to direct those requests to the Bankruptcy Court.


MODERN PLASTICS: New Products Purchases $1.2-Mil. Mortgage Note
---------------------------------------------------------------
New Products Corporation (NPC) has purchased the mortgage loan for
Modern Plastics Corporation, a neighboring manufacturing company
that went out of business and is now in bankruptcy.  Bank of
America, which owned the mortgage note, with an unpaid balance of
approximately $1.2 million, recently offered it for sale through a
sealed bid process.  NPC was the highest bidder.

"NPC's purchase of this mortgage reflects an ongoing commitment to
our community," said Cheryl Miller, NPC's president and CEO.  "I
am also following in the footsteps of my grandfather and dad, who
led the company for many years.  They often made equipment and
property purchases, designed to contribute to our company's
success and longevity."

Modern Plastics Corporation was owned by Cheryl Miller's uncle,
now deceased.

"As owners of Modern Plastics' mortgage, we can have a greater say
in what happens to the real estate and buildings that are pending
resolution in bankruptcy court," said Cheryl Miller, NPC's
president and CEO.  "We want to ensure our operations are not
totally encircled by Harbor Shores, and that Modern Plastics'
property is developed in a way that creates job opportunities for
people in Benton Harbor."

Because of the change in ownership of Modern Plastics' mortgage,
the previously scheduled March 6 bankruptcy hearing about the
pending decision of real estate and buildings was rescheduled to
10 a.m. on Wednesday, May 1, 2013, in Bankruptcy Court in
Kalamazoo.


MONITOR COMPANY: Has Until April 1 to Use Cash Collateral
---------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware gave interim authority for Monitor Company
Group Limited Partnership, et al., to use until April 1 the cash
collateral to satisfy their administrative obligations in
connection with their Chapter 11 cases while they perform their
obligations after the sale of substantially all of their assets to
Deloitte Consulting LLP and DCSH Limited.

Judge Sontchi will convene a hearing on April 1 to consider final
approval of the cash collateral use request.  Objections to the
final approval are due March 25.

                      About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee of Unsecured Creditors as counsel.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


NACIO SYSTEMS: Court May Approve Release of $210,000 to NIG
-----------------------------------------------------------
Bankruptcy Judge Alan Jaroslovsky said the only assets left in
NACIO Systems, Inc.'s failed Chapter 11 case, now converted to
Chapter 7, are about $377,000 which are the proceeds from the
recovery and liquidation of two generators by Chapter 7 Trustee
Jeffry Locke.  Creditor Nacio Investment Group, LLC, claims a
security interest in these proceeds.  Mr. Locke and NIG reached a
compromise whereby NIG would be paid $210,000 in return for a
release of its security interest.  The matter came on for hearing
on March 8, 2013, after due notice.

No party objected on the grounds that the settlement was not in
the best interests of the estate.  However, two law firms with
Chapter 11 administrative expense claims objected on the grounds
that they had competing secured claims in the same proceeds.  The
court felt unable to approve the compromise in the face of these
competing claims, and instead set the matter for trial.

"Upon reflection, the court sees no problem with the settlement as
proposed. It meets all the requirements for a reasonable
settlement notwithstanding the strength of Locke's legal position,
considering the length of time the dispute has been pending and
the cost of litigating it further. There is no need for NIG and
Locke to spend further funds litigating with each other if they
have reached an amicable and reasonable settlement. Thus, the
court is willing to reconsider and approve the settlement so long
as the rights of the objecting parties are preserved," said Judge
Jaroslovsky.

The Court noted there are three ways that Mr. Locke and NIG can
eliminate the competing claims of the objecting parties.  First,
the objecting parties may simply fail, after the trial now set, to
show that they have a valid security interest in the generator
proceeds.  Second, Mr. Locke may obtain a judicial determination
that the Chapter 7 administrative expenses exceed the generator
proceeds and have priority, pursuant to Sec. 726(b) of the
Bankruptcy Code, over the Chapter 11 administrative expenses which
are the basis of the objecting parties' claims.  Third, Mr. Locke
may obtain an order surcharging the interests of the objecting
parties pursuant to Sec. 506(c).

"The problem the court had with the settlement at the time of the
hearing was that Locke seemed to be asking the court to assume
that under Sec. 726(b) or Sec. 506(c) the objecting parties could
have no interest in the generator proceeds. Until these matters
are actually adjudicated, the claims must be considered valid,"
said Judge Jaroslovsky.

Contrary to representations made in court, it appears that one
objecting party, DeMartini & Walker LLP, has no allowed claim.

In a March 11, 2013 Memorandum After Sua Sponte Reconsideration
available at http://is.gd/3zIJvyfrom Leagle.com, Judge
Jaroslovsky said he is willing to approve the compromise so long
as the rights of the objecting parties are not prejudiced.  If Mr.
Locke and NIG wish to have their compromise approved on these
terms, Mr. Locke may submit a form of order which counsel for NIG
and the objecting parties have approved as to form. The parties
may then use the trial date set in the adversary proceeding to
obtain an adjudication of the rights of the objecting parties.

Nacio Systems, Inc. -- http://www.nacio.com/-- filed a second
chapter 11 petition (Bankr. N.D. Cal. Case No. 08-10078) on
Jan. 18, 2008; was represented by Craig K. Welch, Esq., at Welch
and Olrich, L.L.P., in Petaluma, Cal.; and estimated its assets
and debts at less than $10 million.

Nacio Systems first sought Chapter 11 protection in 2002, and
emerged under a plan of reorganization in 2003.


NTELOS HOLDINGS: S&P Retains 'BB-' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit and other ratings on Waynesboro, Va.-based regional
wireless provider NTELOS Holdings Corp. remain on CreditWatch with
negative implications.  S&P placed the ratings on CreditWatch on
Dec. 17, 2012, based on its view that Japan-based SoftBank's
(BBB/Watch Neg/--) proposed acquisition of Sprint Nextel (B+/Watch
Pos/--) could lessen prospects for NTELOS to renew its wholesale
services agreement with Sprint Nextel under favorable terms when
it ends in July 2015.

"The CreditWatch status reflects the possibility that Softbank's
pending purchase of 70% of Sprint Nextel, if completed, could
improve Sprint Nextel's liquidity and make it more likely for
Sprint Nextel to consider investing in its own network in the
NTELOS footprint instead of renewing its wholesale services
agreement with NTELOS," said Standard & Poor's credit analyst
Richard Siderman.  Under its current agreement with Sprint Nextel,
which runs through July 2015, NTELOS is the exclusive personal
communication services (PCS) provider to Sprint Nextel's code-
division multiple access (CDMA) customers in NTELOS's western
Virginia and West Virginia service areas.  NTELOS operates its
own retail wireless business with about 440,000 customers at
Dec 31, 2012.  Sprint Nextel guarantees NTELOS minimum monthly
revenues of $9 million under the current contract, but actual
revenues have risen well above the guarantee level, now averaging
about $14 million monthly and accounting for around 40% of
NTELOS's total service revenues.  S&P's current rating already
cites as a material risk the potential that the Sprint Nextel
wholesale contract might not be renewed, or might be renegotiated
on considerably less favorable terms.  The negative CreditWatch
indicates that Softbank's acquisition of Sprint Nextel could
increase that risk. NTELOS reported about $490 million of debt
outstanding on Dec 31, 2012.

In resolving the CreditWatch, S&P will assess the improvement to
Sprint Nextel's liquidity if Softbank closes on its acquisition of
70% of Sprint Nextel.  That assessment will, in turn, reflect
S&P's view of credit support for Sprint Nextel, if any, from
higher rated Softbank.  S&P would downgrade NTELOS if S&P viewed
the Softbank transaction as markedly improving Sprint Nextel's
liquidity, thereby increasing the chance that Sprint Nextel might
consider investing in its own network in the NTLEOS footprint and
either not renew its wholesale services agreement with NTELOS or
enter into a new agreement, after the current one expires, under
terms significantly less favorable to NTELOS.  A downgrade based
on that scenario would likely be limited to a single notch.
However, if other developments suggest that there is a significant
likelihood that the wholesale contract would not be renewed or
would be renegotiated under materially less favorable terms, the
magnitude of a downgrade could be greater.


OCD LLC: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: OCD, LLC
        800 Westchester Avenue
        Rye Brook, NY 10573

Bankruptcy Case No.: 13-22416

Chapter 11 Petition Date: March 12, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Lawrence R. Reich, Esq.
                  REICH REICH & REICH, P.C.
                  235 Main Street, Suite 450
                  White Plains, NY 10601
                  Tel: (914) 949-2126
                  Fax: (914) 949-1604
                  E-mail: reichlaw@aol.com

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

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

The petition was signed by Charles E. Dewey, Jr., managing member.

Debtor's List of Its Six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
R Botsford Custom Woodworking, LLC Services               $240,000
171 Bushy Hill Road
Newton, CT 06470

LORIAN AT PROSPECT PEAK            Services               $153,000
HOME OWNERS ASSOC.
P O BOX 983
TELLURIDE, CO 81435

Mount Sneffles                     Services                $60,000
22412 Government Springs Road
Montrose, CO 81403

R Botsford Custom Woodworking, LLC Services                $20,000

George Farley, PC                  Services                $15,000

Holland & Hart                     Services                 $1,500


OLD COLONY: Can Access Wells Fargo Cash Collateral Until June 15
----------------------------------------------------------------
The Bankruptcy Court has authorized Old Colony, LLC, to use cash
collateral of Wells Fargo Bank, N.A., through June 15, 2013,
consistent with the proposed budget for the weekly period from
Feb. 4, 2013, through July 1, 2013.

The Adequate Protection Liens previously approved by the Court
will remain in full force and effect in the Post-Petition
Collateral against which Wells Fargo and JH Lending Trust, held
liens as of the Petition Date in the Pre-Petition Collateral.  The
Adequate Protection Liens, however, will not cover any cause of
action or proceeds thereof recovered pursuant to Chapter 5 of the
Bankruptcy Code.

As additional adequate protection for the use of Wells Fargo's
alleged cash and non-cash collateral, the Debtor will pay to Wells
Fargo the amount of $40,000 on the first day of each of February,
March, April, and May, 2013, and $20,000 on the first day of June,
2013.

The Court will conduct a continued hearing with respect to use of
alleged cash collateral on June 26, 2013, at 2:00 p.m. in Boston,
Mass., by videoconference.

                       About Old Colony, LLC

Saugus, Massachusetts-based Old Colony, LLC, is a limited
liability company organized under the laws of the State of Wyoming
on or about May 11, 2007.  Roughly 73.14% of the ownership
interests in Old Colony are held by Joseph Cuzzupoli and John
Bullock.  The Debtor owns and operates an 83-room mountainside
hotel located at 3345 West Village Drive, Teton Village,
Wyoming, doing business under the name ?Inn at Jackson Hole?.
Additionally, the Debtor leases premises to a third party operator
of an on-site 60-seat restaurant and bar doing business as ?Masa
Sushi.?

As of the Petition Date, the Inn was encumbered by mortgages held
by Wells Fargo and JH Lending Trust.  Wells Fargo asserts that as
of the Petition Date, the amount due to it which was secured by a
mortgage against the Inn was $17,783,019.99.  JH Lending Trust
alleges that the amount of $3,414,999.60 was outstanding as of the
Petition Date and secured by its mortgage against the Inn.

Old Colony filed for Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 10-21100) on Oct. 11, 2010.  Donald F. Farrell,
Jr., Esq., at Anderson Aquino LLP; James M. Liston, Esq., at
Bartlett Hackett Feinberg, Esq.; and Jeffrey D. Ganz, Esq., at
Reimer & Braunstein LLP, assist the Debtor in its restructuring
effort.  In its schedules, the Debtor disclosed $2,571,684 in
assets and $21,363,064 in liabilities.


OYSTER LANDING: Case Summary & 11 Unsecured Creditors
-----------------------------------------------------
Debtor: Oyster Landing, LLC
        1508 Military Cutoff Road, Suite 302
        Wilmington, NC 28403

Bankruptcy Case No.: 13-01524

Chapter 11 Petition Date: March 8, 2013

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

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

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

A copy of the Company's list of its 11 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nceb13-01524.pdf

The petition was signed by Jon T. Vincent, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
B&K Coastal, LLC                      11-08609            11/09/11


PALM BEACH PORT: Moody's Retains Stable Outlook and Ba1 Rating
--------------------------------------------------------------
Moody's Investors Service, Inc. maintains Palm Beach Port
District's (FL) Ba1 rating with a stable outlook on about $37
million of outstanding revenue bonds.

Rating Rationale:

The Ba1 rating reflects the niche port's small size and
concentrated operations, with the majority of revenues derived
from a few tenants and commodities; exposure to the highly
competitive market in southern Florida and the economically
sensitive cruise industry. The rating also recognizes the
improving financial profile given the successful solicitation of
new business and the continued maintenance of satisfactory
internal liquidity. The rating also factors the port's recently
improved financial margins in FY 2012 that may weaken slightly in
FY 2013 due to the day cruise vessel ceasing operations while the
vessel owner seeks a new operating company. The new vessel only
sailed for three months, illustrating the need for strong
liquidity and strategic capital investment to attract and maintain
a diversity of tenants.

Outlook

The stable outlook reflects Moody's view that the port is likely
to renew its long-term contract with its largest tenant Tropical
Shipping that expires in June 2013 and the port's financial
metrics will remain satisfactory near FY 2012 levels despite the
port's exposure to economically sensitive business partners and
trade routes within a highly competitive market.

What Could Change The Rating -- UP?

The rating could be upgraded if the port renews its long-term
contract with its largest tenant and maintains the financial
performance experienced in FY 2012 with net revenue debt service
coverage exceeding 1.5 times and liquidity maintained at levels
above 350 days cash on hand, at a minimum.

What Could Change The Rating -- DOWN?

The rating could be downgraded if the port's market position
deteriorates; it loses a large tenant that is not immediately
replaced; fails to continue to generate new business to diversify
revenue sources to compensate for the large swings in operating
performance; and/or the port's financial position declines with
liquidity below 250 days cash on hand and debt service coverage
below the rate covenant.

Strengths

- Multi-year contracts with largest tenants with minimum annual
   revenue guarantees

- New business grew revenues to pre-recession levels in FY 2012

- Financial margins notably improved in FY 2012 after four years
   of very tight debt service coverage that slightly exceeded the
   1.1 times rate covenant in FY 2011 and FY 2010 after falling
   well below 1.0 times in FY 2009 and FY 2008

- Satisfactory liquidity of approximately $11.5 million
   (including available construction funds) at the end of FY 2012
   provides key credit support given the port's historically
   volatile operating profile

- Authority to levy property taxes up to $200,000 annually for
   operations and, with voter approval, to issue general
   obligation debt secured by an unlimited property tax, but
   these scenarios are unlikely

Challenges

- Weak market position defined by a small scale of operations,
   exposure to economically-sensitive passenger cruise market and
   Caribbean trade, competition from larger nearby facilities at
   Port Everglades and Port of Miami, and revenue concentration
   in two top customers

- Volatile performance with large swings in cargo levels and
   cruise travel demand

- Significant revenue concentration from two tenant contracts
   limits financial flexibility and the largest customer,
   Tropical Shipping is currently renegotiating its contract that
   expires this summer

- Ceasing of the day cruise operation may result in a loss of
   budgeted revenues if not replaced soon which may result in
   flat financial performance in FY 2013 compared to FY 2012

The principal methodology used in this rating was Moody's Rating
Methodology for U.S. Ports published in February 2005


PATRIOT COAL: Seeks to Modify CBAs, Sues Peabody Energy
-------------------------------------------------------
Patriot Coal Corporation on March 14 filed a motion with the
Bankruptcy Court in St. Louis seeking to modify collective
bargaining agreements with the United Mine Workers of America
(UMWA).  Patriot is filing this motion now to obtain critical
financial relief in a timeframe that avoids severe business
disruption.  The proposed modifications include the establishment
of a Voluntary Employee Beneficiary Association (VEBA) trust to
provide healthcare for UMWA-represented retirees, as well as
changes to wages, benefits and work rules for UMWA-represented
employees.  This filing follows more than four months of
negotiations between representatives of Patriot subsidiaries and
the UMWA.  The Company is committed to continuing efforts to reach
a consensual agreement while this motion is addressed by the
court.  Also on March 14, Patriot filed an initial lawsuit against
Peabody Energy Corporation to ensure that Peabody does not attempt
to use Patriot's bankruptcy to escape Peabody's own healthcare
obligations to certain retirees.

"The actions we have taken [Thurs]day are necessary for the
survival of Patriot and the preservation of more than 4,000 jobs.
Without the cost relief we are seeking, all of these jobs will be
lost and it will no longer be possible to provide healthcare for
more than 23,000 employees, retirees and their dependents.  Our
labor and retiree benefit costs have risen to levels that simply
cannot be sustained given the challenges facing the Company and
our industry," stated Patriot President and Chief Executive
Officer Bennett K. Hatfield.  "All of our employees and retirees
are being asked to make sacrifices to help Patriot emerge from
bankruptcy.  These sacrifices include reductions in compensation
and benefits for salaried, union and nonunion employees."

"The approval of this motion will be the single most important
action necessary to ensure Patriot's financial viability and
successful reorganization," continued Mr. Hatfield.  "It is
critical that we quickly achieve these savings within the
timeframe provided by our debtor-in-possession financing."

Patriot's UMWA labor costs are not competitive with other coal
producers that operate under more flexible work rules and a
significantly lower labor cost structure.  The Company's proposal
seeks to adjust wages, benefits and work rules for its unionized
employees to a level consistent with the regional labor market.
The Company can no longer afford to pay above-market wages and
benefits to its 1,600 union employees as compared to its 1,300
nonunion miners doing exactly the same jobs.  As part of the
proposal, Patriot intends to offer its union employees the same
healthcare benefits it provides to nonunion employees.

Patriot is also seeking to modify its unsustainable payments for
UMWA-related retiree healthcare liabilities, which total
approximately $1.6 billion.  The Company's proposal would
transition certain of its UMWA-related healthcare obligations to a
VEBA trust to provide retirees with meaningful long-term
healthcare benefits.  Funding for the VEBA would consist of: (i)
an allowed unsecured claim that will represent a meaningful
ownership stake in the reorganized company and could be monetized
for significant value, (ii) profit sharing, up to a maximum of
$300 million and (iii) an initial cash contribution of $15
million.  Patriot would also honor retiree medical obligations
incurred prior to July 1, 2013, to allow sufficient time for the
VEBA to be established.  The VEBA trust would be designed and
administered by the UMWA or the UMWA Health and Retirement Funds.

Patriot would continue to provide healthcare for its entire active
workforce and their eligible family members, and for more than
2,300 individuals who receive healthcare pursuant to the Coal
Industry Retiree Health Benefit Act of 1992 (Coal Act).  Patriot
spent approximately $14 million on Coal Act liabilities in 2012.

"We very much regret the necessity of these changes to our
employees' and retirees' wages and benefits," concluded
Mr. Hatfield.  "However, these actions are necessary for Patriot
to become viable and continue to provide more than 4,000 jobs.  We
believe the alternative of liquidating Patriot would do far
greater damage to the employees and retirees who depend on this
company."

Also on March 14, Patriot filed a lawsuit against Peabody seeking
a declaration from the Bankruptcy Court that any relief Patriot is
able to obtain through its motion would not relieve Peabody of its
own obligations to certain retirees.  In connection with Patriot's
2007 spinoff, Peabody agreed to pay the healthcare costs for
thousands of retirees who were employed by Peabody entities that
were transferred to Patriot in the spinoff.  Patriot believes that
Peabody might argue that Patriot's financial condition and
unavoidable actions in the Bankruptcy Court will allow Peabody to
stop paying for or cut the healthcare of more than 3,000
individuals.

Together with the official committee of unsecured creditors,
Patriot continues to investigate potential claims against Peabody.
Patriot has filed this initial lawsuit in conjunction with the
timing of the Company's retiree healthcare motion filed today.

Patriot's bankruptcy filing in July 2012 resulted from
exceptionally weak coal markets, coupled with increasing costs and
unsustainable legacy liabilities.  Leading up to the filing, coal
markets suffered from declining pricing and demand brought on by
slowing global economic growth, inexpensive natural gas and
heightened regulation of coal-fueled electricity generation.
Since the bankruptcy filing coal markets have deteriorated
further.

                        About Patriot Coal

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

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PHILADELPHIA ENERGY: Moody's Assigns 'B1' Rating to US$500MM Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Philadelphia Energy Solutions Refining & Marketing LLC, and a B1
rating to the company's US$500 million term loan maturing 2018.

PES is wholly owned by Philadelphia Energy Solutions LLC which is
jointly owned by The Carlyle Group (two-third ownership) and
Sunoco, Inc. (one-third). The rating outlook is stable.

"Philadelphia Energy Solutions' refinery assets have been
operational under new management since September 2012, and are
expected to benefit from good refining industry fundamentals
prevailing currently," commented Arvinder Saluja, Moody's Analyst.
"The term loan will increase liquidity and capital spending
flexibility, but over the next year its proceeds may also be used
to pay a $200 million dividend to the owners."

Issuer: Philadelphia Energy Solutions Refining & Marketing LLC

Ratings assigned:

  Corporate Family Rating, B1

  Probability of Default Rating, B1-PD

  $500 million Term Loan due 2018, B1 (LGD4, 50%)

Ratings Rationale:

The B1 CFR reflects PES's short track record as an independent
refiner outside Sunoco's larger refinery system, limited audited
financial data, and low asset diversification as a single site
refinery complex. The rating also considers larger refining
industry challenges, including the volatility of crack spreads and
risk associated with regulatory capital expenditure requirements
which may not produce any additional cashflows. The rating is
supported by the management team's substantial refining industry
experience, an expectation of continued strong financial
performance aided by more robust refining dynamics in the US,
potential for advantaged crudes from unconventional oil plays in
the US and Canada, large combined refining capacity, and demand-
supply imbalance in the PADD I region due to refinery closures
over the past few years.

The B1 rating on the $500 million term loan reflects both the
overall probability of default of PES, to which Moody's has
assigned at B1-PD Probability of Default Rating, and a loss given
default of LGD 4, 50%, under Moody's Loss Given Default
Methodology. In addition to the term loan, PES has a $100 million
ABL credit facility, with a borrowing base of $59.5 million, as of
September 8, 2012. The term loan is expected to have a first lien
against the majority of PES' real property (including the
refineries), while the credit facility has a first lien on working
capital assets not covered by a crude supply and product offtake
agreement with JP Morgan. As a result of the term loan having
discreet assets as collateral and the view that the refineries
should provide sufficient value for the debt holders, even in the
event of distress, the notes are rated in line with the CFR.

The stable outlook reflects PES's large refining total capacity of
335,000 bpd, current favorable industry dynamics, adequate
liquidity, and an expectation that the management will prudently
build the company's track record and invest adequately to maintain
capabilities and high safety standards.

An upgrade is unlikely given PES's current scale and asset
concentration and the uncertainty posed by its private equity
ownership structure and future exit risk. However, Moody's could
consider an upgrade if there is a material increase in operational
diversity and scale that is funded conservatively, if recent and
ongoing operational improvements materially and permanently
strengthen margins, and improved logistical capabilities give a
relatively long-term advantaged crude procurement benefit. The
ratings could be lowered if future audited statements are not made
available at regular intervals, if PES pays additional aggressive
dividends to its owners, if operations are interrupted or regional
refining dynamics deteriorate on a prolonged basis, if leverage
increases materially, or liquidity deteriorates.

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

Philadelphia Energy Solutions Refining & Marketing LLC owns a
refinery complex in Philadelphia with two refineries, Girard Point
(190,000 bpd throughput) and Pointe Breeze (145,000 bpd
throughput). These assets were previously owned by Sunoco, and in
September 2012 were sold to Philadelphia Energy Solutions.


PINNACLE AIRLINES: To Sell Engines, Aircraft Parts for $1.1-Mil.
----------------------------------------------------------------
Pinnacle Airlines Corp. said it plans to sell de minimis assets
including two General Electric model engines, and aircraft parts
for $1.1 million.  A list of the assets is available for free at
http://is.gd/wpuvpv The assets will be sold free and clear of all
liens, claims, encumbrances or interests unless an objection is
filed by March 25.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

The U.S. Bankruptcy Court in New York will hold a hearing March 7
for approval of the explanatory disclosure statement in connection
with the reorganization plan of Pinnacle Airlines Corp.


POMONA VALLEY: S&P Lowers Rating on Series 2002 Bonds to 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Pomona
Valley Educational Joint Powers Authority (Pomona Unified School
District), Calif.'s lease revenue (qualified zone academy bonds)
series 2002, MBIA Insurance Corp.  GIC facility-backed issue to
'CCC' from 'B'.

"This downgrade follows Standard & Poor's downgrade of MBIA
Insurance Corp. to 'CCC' from 'B' on Feb. 28, 2013," said Standard
& Poor's credit analyst Jeff Previdi.


POWERWAVE TECHNOLOGIES: Committee Objects to Jones Day Release
--------------------------------------------------------------
BankruptcyData reported that Powerwave Technologies' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to the Debtors' motion for approval of a
stipulation between the Debtors and Jones Day, under which the
Debtors waive and discharge any right to challenge or object to
the final invoice or the retainer and Jones Day's application of
the retainer to its final invoice in exchange for return of the
balance of the retainer.

According to the BankruptcyData report, citing court documents,
the committee states, "Thus, the Committee does not object to the
return of estate funds, or a release with respect to the Final
Invoice or Retainer. However, in the Stipulation, the Debtor seeks
to grant Jones Day a comprehensive release without providing any
consideration or credible explanation."

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.


PROVINCE GRANDE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Province Grande Olde Liberty, LLC
        pka SilverDeer Olde Liberty AA Lots, LLC
        300 W. Millbrook Road
        Raleigh, NC 27609

Bankruptcy Case No.: 13-01563

Chapter 11 Petition Date: March 11, 2013

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: William P. Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: (919) 582-2323
                  Fax: (866) 809-2379
                  E-mail: bill@janvierlaw.com

Scheduled Assets: $2,200,000

Scheduled Liabilities: $7,022,505

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nceb13-01563.pdf

The petition was signed by Richard Wolf, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
SilverDeer, LLC                        10-08980   11/01/10


PUERTO DEL REY: Luis R. Carrasquillo OK'd as Financial Consultant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Puerto Del Rey, Inc., to employ Luis R. Carrasquillo as
financial consultant.

The Debtor needed an experienced financial consultant to assist
its management in the financial restructuring of its affairs by
providing advice in strategic planning and the preparation of the
Debtor's plan of reorganization and disclosure statement, and
participating in the Debtor's negotiations with financial
institutions, lessors, and creditors.

Accordingly, the Debtor proposed to employ Luis R. Carrasquillo
Ruiz, CPA, on the basis of a $15,000 in advance, paid by the
Debtor, against which Carrasquillo will bill on the standard
rates:

   Professional               Position           Hourly Rate
   ------------               --------           -----------
CPA Luis R. Carrasquillo      Partner               $160
CPA Marcelo Gutierrez         Senior CPA            $125
Other CPAs                                        $90 to $125
Lionel Rodriquez Perez        Senior Accountant      $85
Carmen Callejas Echevarna     Senior Accountant      $80
Alfredo J. Segarra            Senior Accountant      $75
Sandra Zavala Diaz            Junior Account         $60
Janet Marrero                 Admin. and Support     $40
Iris L. Franqul               Admin. And Support     $40

                       About Puerto del Rey

Puerto del Rey, Inc., owner of the Puerto Del Rey Marina, filed a
petition for Chapter 11 protection on Dec. 28 in Old San Juan,
Puerto Rico (Bankr. D.P.R. Case No. 12-10295), owing $43 million
to secured lender First Bank Puerto Rico Inc.  The 22-acre
facility in Fajardo, Puerto Rico, has 918 wet slips and dry
storage for 600 boats.  Bankruptcy was designed to forestall
creditors from attaching assets.  The Debtor disclosed assets of
$99.8 million and liabilities totaling $44.4 million


PUERTO DEL REY: Secured Creditor FirstBank Wants Case Dismissal
---------------------------------------------------------------
Secured creditor FirstBank Puerto Rico, asks the U.S. Bankruptcy
Court for the District of Puerto Rico to enter an order dismissing
the Chapter 11 case of Puerto Del Rey, Inc., or, alternatively,
for abstention under Section 305 of the Bankruptcy Code or 28
U.S.C. Section 1334(c)(1).

According to FirstBank, the Debtor has failed to obtain
authorization to use cash collateral in its case to the detriment
of FirstBank and there is prima facie evidence of the Debtor's
bad-faith in commencing its case.

                       About Puerto del Rey

Puerto del Rey, Inc., owner of the Puerto Del Rey Marina, filed a
petition for Chapter 11 protection on Dec. 28 in Old San Juan,
Puerto Rico (Bankr. D.P.R. Case No. 12-10295), owing $43 million
to secured lender First Bank Puerto Rico Inc.  The 22-acre
facility in Fajardo, Puerto Rico, has 918 wet slips and dry
storage for 600 boats.  Bankruptcy was designed to forestall
creditors from attaching assets.  The Debtor disclosed assets of
$99.8 million and liabilities totaling $44.4 million


RIO VISTA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Rio Vista Properties 690 LLC
        690 Kinderkamack Road
        Oradell, NE 07649

Bankruptcy Case No.: 13-15033

Chapter 11 Petition Date: March 12, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Philip Guarino, Esq.
                  MAVROUDIS RIZZO & GUARINO, LLC
                  690 Kinderkamack Road, Suite 300
                  Oradell, NJ 07649
                  Tel: (201) 262 3001
                  E-mail: guarinolaw@gmail.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by John M. Mavroudis, managing member.


REVEL AC: CEO Resigns Weeks Before Expected Bankruptcy Filing
-------------------------------------------------------------
The Associated Press reported that Kevin DeSanctis, the man who
guided Atlantic City's Revel casino-hotel through its tortuous
development, only to see it struggle amid the cutthroat East Coast
gambling market, is stepping down as head of the $2.4 billion
resort.

The company announced Wednesday that DeSanctis and chief
investment officer Michael Garrity will resign from their
positions with Revel Atlantic City but retain their jobs with
Revel Group, the holding company that developed the resort and
holds its license, AP said. There, they will work on developing
amenity projects for Revel.

Taking over the resort's day-to-day operations is Jeffrey
Hartmann, a 20-year veteran of the casino, hospitality and leisure
industry, AP related, citing the company announcement.  His duties
will begin once he is approved by New Jersey casino regulators.

The moves, AP noted, come less than two weeks before Revel is
expected to file a pre-packaged Chapter 11 bankruptcy filing that
will wipe out about two-thirds of its debt and give lenders a
greater equity stake in the resort in return.


REVSTONE INDUSTRIES: GM Opposes DiDonato as CRO over Ties with CEO
------------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that General Motors LLC
on Wednesday blasted a motion by bankrupt Revstone Industries LLC
to employ a chief restructuring officer, claiming the proposed
candidate's long history with the auto-parts conglomerate's
embattled founder will prohibit him from acting independently.

According to the report, in an objection filed in Delaware
bankruptcy court, GM said that while it approves the appointment
of an independent fiduciary who would keep Revstone head George S.
Hofmeister from administering the company's bankruptcy case, it
opposes the selection of John C. DiDonato, who has close ties with
Hofmeister.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and $1
million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


SAVE MOST: Triggs & Reese OK'd as Accountant and Tax Professional
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Save Most Desert Rancho, Ltd, to employment Triggs &
Reese, Inc. as accountant and tax professional.

The firm will:

   a. review company's books on a quarterly basis, prepare
      adjusting journal entries;

   b. prepare quarterly financial statements on the income tax
      basis; and

   c. prepare Federal and California income tax returns annually.

The firm's Joseph H. Reese will bill the Debtor at $110 per hour
for accounting services and $145 per hour for tax services.

The Debtor agreed to provide a $5,000 retainer.

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

                 About Save Most Desert Rancho

Save Most Desert Rancho, Ltd., filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-23173) in Santa Ana, California on Nov. 15,
2012.  The Laguna Hills-based company disclosed $10,134,997 in
assets and $14,874,770 in liabilities as of the Chapter 11 filing.
The petition was signed by Charles Kaminskas for Brighton Park,
LP, general partner.  The Law Offices of Michael G. Spector serves
as Chapter 11 insolvency counsel.


SAVE MOST: Taps Lee R. Goldberg to Negotiate Settlement with SDCCU
------------------------------------------------------------------
Save Most Desert Rancho, Ltd., asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ the
Law Offices of Lee R. Goldberg, as special counsel to:

   1) negotiate and document a settlement of the San Diego County
      Credit Union (SDCCU) Litigation;

   2) negotiate, document and close the proposed transaction
      for the sale of the Debtor's real property located 200 South
      Main St., Corona, California; and

   3) negotiate, document and close the proposed condemnation
      proceeding with the Riverside County Transportation Corridor
      agency.

The firm is to be compensated pursuant to Section 330 of the
Bankruptcy Code on a flat fee basis in the amount of $14,000 to be
paid from the cash collateral account of SDCCU and paid upon Court
approval of the employment application.

The firm's efforts to negotiate and document the settlement of the
SDCCU Litigation are for the benefit of non-debtor, and the Debtor
will not be liable for payment of such services.

Since the firm's representation is anticipated to result in a
global resolution of many issues involving many parties, it was
necessary for the firm to complete a thorough analysis of the time
involved and the benefits to be conferred on the various parties.

The firm believes that it will devote between 25 to 30 hours in
negotiating with potential buyers, drafting the sale agreement,
managing overbids and communicating with potential buyers to
insure the highest and best price for the Corona Property.  Given
the complexity of these issues, the firm would normally charge
$450 per hour for such services (estimated total of $11,250 to
$13,500).  Instead, the firm has agreed to charge a flat-fee of
$8,500 for these services.  Additionally, the firm believes that
it will devote between 20 to 25 hours in negotiating final
resolution of the condemnation issues.  The firm's normal rate for
such services is $450 per hour (estimated for a total of $9,000 to
$11,250).  However, the firm has agreed to charge a flat-fee of
$5,500 for these services.  Thus, the estate will receive a
substantial benefit from the reduction.  Moreover, the source of
payment is the cash collateral of SDCCU.

To the best of the Debtor's knowledge, the firm represents no
interests adverse to the Debtor or the estate in the matters upon
which the firm is to be engaged.  As of the Petition Date, the
Debtor owed the firm the sum of $1,617; which claim has been
waived by the firm.

                 About Save Most Desert Rancho

Save Most Desert Rancho, Ltd., filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-23173) in Santa Ana, California on
Nov. 15, 2012.  The Laguna Hills-based company disclosed
$10,134,997 in assets and $14,874,770 in liabilities as of the
Chapter 11 filing.  The petition was signed by Charles Kaminskas
for Brighton Park, LP, general partner.  The Law Offices of
Michael G. Spector serves as Chapter 11 insolvency counsel.


SEMCRUDE LP: No Rehearing in Cottonwood Case v. Ex-CEO Kivisto
--------------------------------------------------------------
Delaware District Judge Sue L. Robinson denied the request of
Thomas L. Kivisto, former CEO of SemGroup L.P., for rehearing in
the lawsuit, COTTONWOOD PARTNERSHIP, LLP, ET AL., Appellants, v.
THOMAS L. KIVISTO, ET AL., Appellees, Civ. No. 11-1174-SLR
(D. Del.).

An appointed committee of the debtors' unsecured creditors filed
suit in bankruptcy court against Mr. Kivisto and certain other
parties on Feb. 17, 2009.  Cottonwood Partnership, L.L.P.; Dunbar
Family Parnership, L.P.; Rosen Family, L.L.C.; Warren F. Kruger;
Katherine A. Kruger; David S. Kruger; and Kathryn E. Shelley filed
suit against Mr. Kivisto, PricewaterhouseCoopers LLC, and John
Does 1-25 in the Tulsa County District Court in Oklahoma on Dec.
22, 2010.  Each of Cottonwood et al. formerly held limited
partnership units in SemGroup.  On the theory that the defendants
in the Oklahoma litigation owed duties to Cottonwood et al.
individually, Cottonwood et al. sought monetary damages from PwC
for professional negligence and violation of the Oklahoma
Accountancy Act, and from Mr. Kivisto for negligent
misrepresentation, fraud, and breach of fiduciary duty.

On May 4, 2011, Kivisto filed an emergency motion in the
bankruptcy court to enforce the provisions of the order confirming
the debtors' fourth amended joint plan and to enforce the
provisions of the confirmed plan and other relief.  The litigation
trust established under SemGroup's plan and SemGroup joined Mr.
Kivisto in the motion to enjoin.  The Trust averred that the
claims asserted by Cottonwood et al. are derivative claims that
belong to the Trust and, pursuant to the confirmed plan and
confirmation order, cannot not be brought by any other party.

The bankruptcy court entered an opinion and order dated Oct. 7,
2011, granting the motion to enjoin.  The bankruptcy court found
that it has subject matter jurisdiction, the matter is a core
proceeding, and the claims in Cottonwood et al.'s Oklahoma
litigation are derivative causes of action alleging injury to
SemGroup in its corporate capacity.  Cottonwood et al. filed their
notice of appeal from the bankruptcy court's opinion and order on
Oct. 21, 2011.

On Nov. 15, 2012, the District Court issued a memorandum order
that, inter alia, affirmed the finding by the bankruptcy court
that Cottonwood et al.'s claims against PwC are derivative and
reversed and remanded the bankruptcy court's finding that
Cottonwood et al.'s claims against Mr. Kivisto are derivative.

In his motion for rehearing, Mr. Kivisto asserts that the
bankruptcy court's conclusion was a factual finding and does not
present a mixed question of law and fact.  As such, he asserts
that the District Court erred in evaluating the injury under a
plenary standard rather than a clearly erroneous standard.

According to Judge Robinson, the District Court found that the
bankruptcy court did not properly consider, or take into account,
all of Cottonwood et al.'s allegations, such as allegations that
Mr. Kivisto made fraudulent and negligent misrepresentations to
them personally or that Mr. Kivisto owed them a distinct fiduciary
duty, under Oklahoma law, due in part to the length and nature of
Mr. Kivisto's relationship with them.  In that regard, the
District Court reversed and remanded for further proceedings
consistent with the memorandum order.  Therefore, the District
Court is not persuaded that a motion for rehearing is necessary to
correct manifest errors of law or fact.  Mr. Kivisto has failed to
demonstrate any of the grounds to warrant a rehearing of the Nov.
15, 2012 memorandum order.  Mr. Kivisto merely reasserts arguments
that were already made in his briefing on appeal and that the
Court considered in its memorandum order.

A copy of the Court's March 12, 2013 Memorandum Order is available
at http://is.gd/D2YLEbfrom Leagle.com.

                        About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SOUTHERN AIR: Bankruptcy Court Confirms Reorganization Plan
-----------------------------------------------------------
Southern Air Holdings, Inc. on March 14 disclosed that it has
received confirmation of its "pre-arranged" Plan of Reorganization
(Plan) from the U.S. Bankruptcy Court in Wilmington, Delaware,
which has been overseeing the Company's Chapter 11 proceedings
following its voluntary filing on September 28, 2012.  The Plan
received substantial support from key secured creditors as well as
unsecured creditors.  The confirmation clears the way for Southern
Air to emerge from its court-supervised financial restructuring as
expected, within the next few weeks.

Daniel J. McHugh, Southern Air CEO, said, "We are very pleased to
receive court approval of our Plan of Reorganization and hope to
exit Chapter 11 in just a matter of weeks.  This was a critical
part of our overall transformation.  We have used this process to
dramatically change and improve our capital structure,
substantially reduce our debt and other legacy costs, strengthen
our balance sheet, and enhance our competitiveness with new
financial flexibility.

"We will emerge as a well-capitalized carrier delivering safe,
high quality air cargo services.  As part of our strategic
transformation, we have realigned our operations and capabilities
and transitioned to a modern, fuel-efficient fleet of 777s and
747-400s serving global customers.  Our operations and corporate
activities are now in Northern Kentucky (the Cincinnati airport)
near our largest hub of activity where we are even better able to
satisfy the needs of our customers and grow our business for the
long term to benefit our business partners and employees for years
to come.

"It is thanks to the hard work and dedication of the Southern Air
team and the support of our lenders and business partners that we
have been able to move through this process successfully,
fulfilling customer requirements as scheduled and providing high
quality air cargo services without interruption.  As a result of
our transformation, Southern Air is better positioned for the
future both financially and operationally to grow profitably as an
air cargo industry leader," concluded McHugh.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.
Lowenstein Sandler PC and Pachulski, Stang, Ziehl & Jones LLP
serves as its co-counsels, and Mesirow Financial Consulting LLC
serves as its financial advisor.


SPEEDWAY MOTORSPORTS: S&P Lowers Rating on 8.75% Notes to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Speedway Motorsport Inc.'s 8.75% senior notes due 2016 and 6.75%
senior notes due 2019 to '5', indicating S&P's expectation for
modest (10% to 30%) recovery for noteholders in the event of a
payment default, from '3' (50% to 70% recovery expectation).  In
accordance with S&P's notching criteria, it subsequently lowered
its issue-level rating on the notes to 'BB-' from 'BB'.  The
issue-level rating was removed from CreditWatch, where it was
placed with negative implications on Jan. 8, 2013.

The downgrade reflects the closing of the company's $100 million
add-on to its existing 6.75% notes and a new $350 million first-
lien facility, consisting of a $100 million revolving credit
facility and $250 million delayed draw term loan both due 2018.
The company used the add-on notes to repay the outstanding
$100 million balance on the company's former term loan.  The
company will use the delayed draw term loan to help repay the
$275 million 8.75% notes, when they become callable in June 2013.

S&P previously discussed this scenario and potential rating action
in its research update on Speedway, published Jan. 8, 2013.

The net increase in the term loan results in a higher level of
secured debt outstanding under S&P's simulated default scenario
versus its previous analysis.  This reduces the recovery prospects
for the senior notes sufficiently enough to warrant the lower
recovery rating of '5' on the senior notes.  S&P's ratings on the
8.75% senior notes will be withdrawn when the issue is redeemed.

RATINGS LIST

Speedway Motorsports Inc.
Corporate Credit Rating       BB/Stable/--

Recovery Rating Revision; Downgraded

Speedway Motorsports Inc.
                               To                 From
Senior Unsecured
  8.75% notes due 2016         BB-                BB
   Recovery Rating             5                  3
  6.75% notes due 2019         BB-                BB
   Recovery Rating             5                  3


STAMP FARMS: Taps Miedema to Appraise 140-145 Irrigation Pivots
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
authorized Stamp Farms, L.L.C., et al., to employ Miedema
Appraisals, Inc., to perform an appraisal of the 140-145
irrigation pivots and possibly related irrigation equipment
consisting of generators and pumps.

The Debtors sought authorization to auction substantially all of
their assets used in connection with the Debtors' farming business
and to sell any remaining unsold assets, if any by public auction
or in private sales.  To facilitate the sale process, the Debtors
seek approval of the engagement of Miedema.

The Debtors relate that they had filed an application to employ
Ritchie Bros. as auctioneers and appraisers of certain of the
Debtors' assets, however, Ritchie Bros.' scope of work doesn't
include the appraisal of certain irrigation pivots and possibly
related irrigation equipment.

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

                         About Stamp Farms

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Debtor Stamp Farms sells its grain to Northstar Grain, L.L.C.,
solely owned by Mike Stamp, which conducts a grain elevator
business on land it owns and leases and upon which buildings,
grain storage bins, grain loading and related equipment and rail
spurs are located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtor has hired the
law firm of Varnum LLP as counsel.  O'Keefe & Associates
Consulting, L.L.C. serves as financial restructuring advisors .

The Official Committee of Unsecured Creditors tapped to retain
Robbins, Salomon & Patt, Ltd., as its counsel,


STINGER WELDING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Stinger Welding, Inc.
        P.O. Box 280
        Coolidge, AZ 85128

Bankruptcy Case No.: 13-03312

Chapter 11 Petition Date: March 8, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: Brenda Moody Whinery

Debtor's Counsel: Franklin D. Dodge, Esq.
                  RYAN RAPP & UNDERWOOD, P.L.C.
                  3200 N. Central Avenue, #1600
                  Phoenix, AZ 85012
                  Tel: (602) 280-1000
                  Fax: (602) 385-6706
                  E-mail: tdodge@rrulaw.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Stephanie Jordan, corporate secretary.


STRADELLA INVESTMENTS: Plan Disclosures Hearing Moved to May 8
--------------------------------------------------------------
The hearing on the approval of the disclosure statement explaining
Stradella Investment, Inc.'s First Amended Chapter 11 Plan of
Reorganization is continued to May 8, 2013, at 01:30 PM, before
Judge Catherine E. Bauer of the U.S. Bankruptcy Court for the
Central District of California.

                  About Stradella Investments

San Juan Capistrano, California-based Stradella Investments, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal.
Case No. 10-23193) on Sept. 19, 2010.  Timothy J. Yoo, Esq., at
Levene Neale Bender Rankin & Brill LLP, assists the Debtor in its
restructuring effort.  The Debtor disclosed $25,000,000 in assets
and $121,000,671 in liabilities in its schedules.

The Debtor's primary assets is a $25 million promissory note in
its favor made out by RM Eagle, LLC, in connection with the
purchase of certain real property.  RM Eagle defaulted on a
construction loan with respect to the development of the Property,
and the lender foreclosed on RM Eagle.  An affiliate of Stark
Investments is currently the title holder of the Property.  The
Note is secured by a deed of trust on the Property.

The Debtor filed a First Amended Chapter 11 Plan of Reorganization
on Feb. 13, 2013.  Under the Plan, creditors are to be paid in
full over time from the proceeds of the Debtor's assets.  General
unsecured creditors in Class 3 will be paid from any amounts
remaining from the proceeds of the Note after Secured Creditors in
Class 1 and Class 2 are paid.  Class 4 Equity Interests in the
Debtor will retain their interests.


STRADELLA INVESTMENTS: R. Marschack Named Chapter 11 Trustee
------------------------------------------------------------
The U.S. Trustee assigned in the Chapter 11 case of Stradella
Investments, Inc., notified the U.S. Bankruptcy Court for the
Central District of California that it has appointed Richard A.
Marschack as Trustee for the Debtor.

The appointment, according to the U.S. Trustee, was made after
consultation with the counsel for the Debtor and for creditor
Ronald Schwartz, movant for Chapter 11 Trustee.

                 About Stradella Investments

San Juan Capistrano, California-based Stradella Investments, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal.
Case No. 10-23193) on Sept. 19, 2010.  Timothy J. Yoo, Esq., at
Levene Neale Bender Rankin & Brill LLP, assists the Debtor in its
restructuring effort.  The Debtor disclosed $25,000,000 in assets
and $121,000,671 in liabilities in its schedules.

The Debtor's primary assets is a $25 million promissory note in
its favor made out by RM Eagle, LLC, in connection with the
purchase of certain real property.  RM Eagle defaulted on a
construction loan with respect to the development of the Property,
and the lender foreclosed on RM Eagle.  An affiliate of Stark
Investments is currently the title holder of the Property.  The
Note is secured by a deed of trust on the Property.

The Debtor filed a First Amended Chapter 11 Plan of Reorganization
on Feb. 13, 2013.  Under the Plan, creditors are to be paid in
full over time from the proceeds of the Debtor's assets.  General
unsecured creditors in Class 3 will be paid from any amounts
remaining from the proceeds of the Note after Secured Creditors in
Class 1 and Class 2 are paid.  Class 4 Equity Interests in the
Debtor will retain their interests.


SUPERCONDUCTOR TECHNOLOGIES: Incurs $10.9-Mil. Net Loss in 2012
---------------------------------------------------------------
Superconductor Technologies Inc. filed on March 8, 2013, its
annual report on Form 10-K for the year ended Dec. 31, 2012.

Marcum LLP, in Los Angeles, California, expressed substantial
doubt about Superconductor Technologies' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred significant net losses since its inception, has an
accumulated deficit of $261,944,000, and expects to incur
substantial additional losses and costs to sustain operations.

The Company reported a net loss of $10.9 million on $3.5 million
of revenues in 2012, compared with a net loss of $13.4 million on
$3.5 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $12.0 million
in total assets, $1.7 million in total liabilities, and
stockholders' equity of $10.3 million.

A copy of the Form 10-K is available at http://is.gd/xrwoog

Santa Barbara, Cal.-based Superconductor Technologies Inc.
develops and commercializes high temperature superconductor
("HTS") materials and related technologies.


SURVEYMONKEY: S&P Assigns 'B' CCR & Rates $365MM Facilities 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Palo Alto, Calif.-
based online survey provider SurveyMonkey.com LLC (doing business
as SurveyMonkey Inc.) its 'B' corporate credit rating.  The
outlook is stable.

At the same time, S&P assigned SurveyMonkey's $365 million senior
secured credit facilities S&P's issue-level rating of 'B' (the
same as its corporate credit rating on the company), with a
recovery rating of '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery for lenders in the event of a
payment default.  The facility consists of a $50 million revolving
credit facility due 2018 and a $315 million term loan due 2019.
SurveyMonkey used the debt proceeds to buy out certain existing
shareholders and refinance existing debt.

The 'B' corporate credit rating reflects the company's niche
business focus and aggressive financial profile.  S&P views the
company's business risk profile as "weak" as it has a narrow
product focus, small scale, and relatively low barriers to entry
compared with most rated peers.  Pro forma for the transaction,
lease-adjusted leverage is 5.8x (5.2x excluding preferred stock)
and EBITDA coverage of interest is 3.5x, based on preliminary 2012
results.  In S&P's view, the company's financial risk profile is
"highly leveraged" due to its significant debt load.  S&P views
SurveyMonkey's management and governance as "fair."

SurveyMonkey is a leading online survey tool for individual survey
creation, response collection, and result analysis.  Although
SurveyMonkey's subscriber base has grown rapidly, the company
operates on a limited scale and has a narrow business focus.  The
vast majority of the company's revenue comes from online surveys.
At this time, there is no major online survey competitor, but the
possibility of a new product or significantly better-capitalized
competitor gaining market share is a risk.  The company has grown
through a combination of organic growth, international expansion,
and acquisitions.  SurveyMonkey spends very little on marketing.
Instead, its customers spread awareness by sending out surveys to
colleagues, classmates, and friends.  Over the last few years, the
company has focused on expanding internationally and now supports
15 languages.  About one-third of customers are international.
The company has also grown through acquisitions.  In January 2012,
the company acquired Zoomerang, which had been SurveyMonkey's
closest competitor.  This acquisition increased the company's
installed base of subscribers.

SurveyMonkey has exhibited healthy profitability.  The company has
a gross margin of more than 90% and an EBITDA margin in the mid-
40% area due to minimal cost of revenue and marketing expenses.
The company has not significantly raised prices but has been able
to increase average revenue per user (ARPU) by introducing premium
packages with additional features.  SurveyMonkey offers monthly
and annual paid subscriptions.  Churn has come down as the
percentage of subscribers using annual plans has increased.  S&P
expects churn levels to remain steady over the intermediate term.


SWISS CHALET: CPG Allowed Partial Discovery on Plan Carve-Out
-------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte has partially allowed CPG/GS
NPR, LLC's discovery request in the Swiss Chalet, Inc. Chapter 11
case in relation to a bankruptcy plan-required carve-out amount.

Confirmed on Feb. 3, 2012, the Debtor's Plan of Reorganization
required "the transmittal of additional cash from CPG/GS to the
Debtor to complete the $910,637.52 'Carve-Out Cash (SCI)', 'to the
extent that available Cash in the SCI estate is insufficient to
cover the amount of SCI's Carve-Out Accounts.'"

However, when the Debtor posted its February 2012 monthly
operating report, CPG inquired why the Debtor contended it had no
available cash as of the Feb. 21 Effective Date when the February
2012 MOR showed otherwise.  CPG then sought in April 2012 -- via a
motion to compel -- the return of $541,221 cash collateral it had
wired to the Debtor.

CPG also sought discovery on the Carve-Out and the Debtor's CRIM
payments.  The Debtor sustained that CPG's intended discovery is
unnecessary because an agreement was reached with CPG at a Feb. 21
meeting as to the Carve-Out amount.

In a March 11, 2013 order, Judge Lamoutte allowed CPG to conduct
discovery on the alleged agreement on the Carve-Out and on certain
unsworn statements filed with the bankruptcy court.  The parties
are to conclude discovery within 60 days from the entry of the
Court's order.  Discovery on all other matters, the judge ruled,
is held in abeyance until the dispute on whether or not there was
an carve-out agreement was reached is ultimately resolved.

A copy of Judge Lamoutte's March 11 Opinion and Order is available
at http://is.gd/TAhaGwfrom Leagle.com.

The court said it cannot make a ruling regarding CPG's
interrogatories and request for production of documents and
admissions since the same have not been filed and, thus, they
cannot be examined under the scope of Fed. R. Civ. P. 26.

A pre-trial hearing on the contested matter is scheduled for
May 28, 2013 at 2:00 p.m.

                      About The Swiss Chalet

The Swiss Chalet Inc., developed the Gallery Plaza Condominium and
Atlantis Condominium in San Juan, Puerto Rico.  SCI also owns the
DoubleTree Hotel in Condado, San Juan, Puerto Rico, adjacent to
the Gallery Plaza.  SCI filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill,
P.S.C. Law Offices, in San Juan, P.R., serves as its bankruptcy
counsel.  CPA Luis R. Carrasquillo & Co., P.S.C., serves as its
financial consultants.  In its schedules, the Debtor disclosed
total assets of $115,580,977 and total debts of $138,603,384.  The
petition was signed by Arnold Benus, director.

The Debtor's Joint Amended Plan of Reorganization was confirmed on
Feb. 2, 2012.


TENNECO INC: Fitch Raises Issuer Default Rating to 'BB+'
--------------------------------------------------------
Fitch Ratings has upgraded Tenneco Inc.'s Issuer Default Rating
(IDR) to 'BB+' from 'BB'.  In addition, Fitch has affirmed TEN's
secured Term Loan A and secured revolving credit facility ratings
at 'BBB-' and upgraded TEN's senior unsecured ratings to 'BB' from
'BB-'.  Fitch's ratings apply to an $850 million secured revolving
credit facility, a $241 million secured Term Loan A and $725
million in senior unsecured notes.  The Rating Outlook for TEN is
Stable.

Key Rating Drivers

The upgrade of TEN's ratings reflects the continued strengthening
in the auto supplier's credit profile as global auto sales have
grown and demand for the company's technologies remains strong.
TEN remains a top global supplier of emission control and vehicle
suspension components, with a strong presence in both the original
equipment and aftermarket segments. In addition to the company's
traditional light vehicle business, increasingly stringent
regulations in a number of regions governing commercial truck and
off-highway vehicle emissions are driving further growth
opportunities and higher margins. Primary risks to the company's
credit profile include industry cyclicality, which could become
more pronounced as commercial vehicles comprise a larger
proportion of the company's sales mix, volatile raw material costs
and higher fuel prices; although the company's lowered cost
structure and strengthened balance sheet have improved its ability
to withstand another downturn in global demand.

Fitch expects demand for TEN's products, especially in its Clean
Air division, to grow over the next several years as global
emissions requirements tighten. In particular, TEN continues to
capture new business in the global on-highway commercial vehicle
and off-highway specialty vehicle markets as emission requirements
in those segments become more restrictive. In the off-highway
market, tightening regulations for locomotives and water-borne
vessels are presenting potential new opportunities for additional
demand growth. As a result of these factors, Fitch expects TEN's
revenue stream to become increasingly diversified over the next
several years. Fitch also expects the company's revenue to grow at
a rate in excess of global light vehicle production as its product
penetration increases and as it transitions into the new market
segments. In addition to emission control products, new
technologies in the company's Ride Performance division, including
active and lower-cost semi-active suspension systems, will also
contribute to increased revenues and margins.

Based on increasing demand from the commercial vehicle and off-
highway segments, the proportion of TEN's original equipment
revenue tied to those segments could more than double within five
years, to about 30% from 13% in 2012. This growth, on top of the
expected rise in global light vehicle production, is expected to
result in a substantial increase in the company's original
equipment revenue over the intermediate term. Combined with the
permanent changes to the company's cost structure, including new
or expanded manufacturing facilities in a number of low-cost
countries and cost reduction activities currently underway in
Europe, as well as the higher margins that the commercial and off-
highway business typically generates, Fitch expects higher
business levels to support margins at or above current levels over
the intermediate term. Fitch's calculated EBITDA margin was 8.8%
in 2012, but excluding substrate revenues, which are largely
passed through to customers with only a small markup, Fitch
estimates TEN's EBITDA margin would have been about 11% for the
year.

Fitch expects TEN's credit profile to strengthen over the
intermediate term on higher business levels and continued
discipline on controllable costs. Fitch projects that EBITDA gross
leverage will show a further modest decline during 2013,
potentially to around 1.5x, and is likely to decline further over
the next couple of years. TEN's management has stated that the
company is targeting net leverage of 1.0x in order to provide
sufficient financial flexibility in the case of a downturn. Fitch
views this low leverage target positively, as it suggests that
leverage reduction will remain a top priority for the company over
the intermediate term. TEN's actual net leverage at Dec. 31, 2012,
was 1.5x. Fitch notes that the company has the flexibility to use
excess free cash flow to prepay amounts outstanding on the secured
Term Loan A without penalty.

The greatest risk to TEN's credit profile in the near term is the
potential for a decline in global vehicle production driven by a
slowing global economy. This risk is offset somewhat by the
company's increasingly diverse customer base, lowered cost
structure, and tightening global emissions regulations, which will
drive the market for emission control solutions regardless of
global economic conditions. This is especially true for commercial
and off-road vehicles, which will continue to increase TEN's
installed penetration rates over the intermediate term. In
addition, the company's lack of meaningful debt maturities until
2017 further mitigates near-term liquidity risk in a weakened
demand environment. Rising vehicle fuel prices also present a risk
in that they could result in a decline in overall vehicle demand,
as well as a shift in demand toward smaller vehicles that are less
profitable for TEN. Volatile raw material costs are also a risk,
although TEN mitigates this risk by passing along a substantial
portion of the change in its material costs to its original
equipment customers. Offsetting increased material costs in the
aftermarket business is more challenging, however.

In 2012, TEN's credit profile strengthened modestly on continued
improvements in the company's operating performance and a slight
reduction in debt. As of Dec. 31, 2012, TEN's EBITDA leverage (as
calculated by Fitch) stood at 1.8 times (x), down from 2.0x at
year-end 2011, while total debt of $1.18 billion was down from
$1.22 billion. Funds from operations (FFO) adjusted leverage was
2.7x at year-end 2012, down from 3.2x at year-end 2011. Free cash
flow grew substantially in 2012, to $109 million from $32 million
in 2011, despite a $43 million increase in capital spending to
$256 million. Over the intermediate term, Fitch expects free cash
flow to remain positive, but it will be constrained somewhat by
relatively high capital spending tied to growing production levels
and cash costs tied to the company's European cost reduction
program. On the latter topic, Fitch estimates that cash costs to
implement the European cost reduction program could total roughly
$90 million over the course of 2013 and 2014.

Although revenue increased only 2.2% in 2012, to $7.4 billion,
margins grew on improved manufacturing efficiencies and cost
controls. Fitch's calculated EBITDA margin was 8.8% in 2012 versus
8.5% in 2011, and the free cash flow margin grew to 1.5% from
0.4%. Overall liquidity remained relatively strong, with $223
million in cash and marketable securities and $710 million in
availability on the company's secured revolver, while short-term
debt maturities (including current maturities of long-term debt)
totaled $113 million. Long-term debt maturities are comparatively
light until 2017, when the final $125 million payment on the
company's Term Loan A and any outstanding revolver borrowings come
due.

The funded status of TEN's global pension plans improved slightly
in 2012, with the plans' funded status increasing to 68% at year-
end 2012 from 67% at year-end 2011. However, in the U.S., TEN's
plans were only 60% funded at Dec. 31, 2012, up from 58% at the
end of 2011. As with many corporate plans, the continued low
funded status was primarily due to historically low long-term
interest rates, with TEN using a 4.1% discount rate to value its
projected benefit obligation in 2012, down from 4.8% in 2011. On a
dollar basis, however, TEN's global plans were only underfunded by
$285 million ($186 million in the U.S.), which Fitch believes is
manageable, given the company's liquidity position and free cash
flow prospects. TEN has estimated that required cash contributions
to its global pension plans will be $59 million in 2013, up from
$48 million in 2012.

TEN's secured revolver and secured Term Loan A are both rated one-
notch above the company's IDR to reflect their substantial
collateral coverage, which includes virtually all of the company's
U.S. assets and up to 66% of its first-tier foreign subsidiaries.
As detailed in Fitch's criteria report, 'Recovery Ratings and
Notching Criteria for Non-Financial Corporate Issuers', 'BBB-' is
the highest rating that may be assigned to an issuance or facility
of an issuer with an IDR of 'BB+' or lower. TEN's senior unsecured
notes are rated one notch below the company's IDR to reflect the
substantial amount of secured debt in the company's capital
structure. Assuming a fully-drawn revolver, about 60% of TEN's
long-term debt would be secured, reducing potential recoveries for
unsecured creditors.

Rating Sensitivities

Positive: Further developments that may, individually or
collectively, lead to a positive rating action include:

-- A continued decline in leverage to the low 1x level;

-- Further growth in the company's free cash flow and free cash
    flow margin;

-- Maintaining a value-added margin above 10%;

-- Improvement in the funded status of the company's pension
    plans.

Negative: Further developments that may, individually or
collectively, lead to a negative rating action include:

-- A severe decline in global vehicle production that leads to
    reduced demand for TEN's products;

-- A debt-financed acquisition that weakens credit metrics for a
    prolonged period;

-- Shareholder-friendly actions that result in a significant
    increase in leverage or decline in liquidity;

-- A reversal in the company's focus on reducing operating
    leverage.

Fitch has taken the following rating actions on TEN with a Stable
Rating Outlook:

-- Issuer Default Rating (IDR) upgraded to 'BB+' from 'BB';
-- Secured Term Loan A rating affirmed at 'BBB-';
-- Secured revolving credit facility rating affirmed at 'BBB-';
-- Senior unsecured notes rating upgraded to 'BB' from 'BB-'.


TGAG LLC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: TGAG, LLC
        dba The Goddard School
        62 Triangle Center Drive
        Yorktown Heights, NY 10598

Bankruptcy Case No.: 13-22403

Chapter 11 Petition Date: March 11, 2013

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Rosemarie E. Matera, Esq.
                  KURTZMAN MATERA, PC
                  664 Chestnut Ridge Road
                  Spring Valley, NY 10977
                  Tel: (845) 352-8800
                  Fax: (845) 352-8865
                  E-mail: law@kmpclaw.com

Scheduled Assets: $3,364,500

Scheduled Liabilities: $1,826,385

A copy of the Company's list of its four unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/nysb13-22403.pdf

The petition was signed by April Fatato, managing member.


TRANS1 INC: PwC LLP Raises Going Concern Doubt
----------------------------------------------
TranS1 Inc. filed on March 7, 2013, its annual report on Form 10-K
for the year ended Dec. 31, 2012.

PricewaterhouseCoopers LLP, in Raleigh, N.C., expressed
substantial doubt about TranS1's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative cash flows from operations.

The Company reported a net loss of $29.9 million on $14.6 million
of revenue for 2012, compared with a net loss of $18.3 million on
$19.2 million of revenue for 2011.

The Company's balance sheet at Dec. 31, 2012, showed $32.2 million
in total assets, $11.1 million in total liabilities, and
stockholders' equity of $21.1 million.

A copy of the Form 10-K is available at http://is.gd/NwQO1K

Raleigh, N.C.-based TranS1 Inc. is a medical device company
focused on designing, developing and marketing products to treat
degenerative conditions of the spine affecting the lumbar region.


TRAVELPORT LTD: Reports Financial Results for 4th Quarter 2012
-------------------------------------------------------------
Travelport Limited on March 12 announced its financial results for
the fourth quarter and full year ended December 31, 2012.

Commenting on the company's performance, Gordon Wilson, President
and CEO of Travelport, said:

"Travelport's strategic growth plans continue to gain momentum. We
broadened our travel content, improved our point of sale platform
delivery, grew our payments business and developed greater
distribution capabilities for ancillary products and services.
Our key underlying business performance indicators of RevPas and
Gross Margin have improved every quarter of this year compared to
2011."

These results are being released following a Travelport
announcement of a proposed comprehensive refinancing plan.

2012 Highlights:

-- Increased hotel content to over 375,000 bookable properties and
more than 950,000 room offers;

-- Signed 35 new airline and merchandizing content agreements,
including:

-- Air Canada, Air China, China Southern, Delta Airlines, KLM,
Lufthansa, Qantas and South African Airways

-- Low cost airlines such as easyJet, Kulula, RAK Airways and
Transavia;

-- Won customers in all regions and key countries, including
Canada, Russia, the UK and the USA;

-- Grew eNett business settling transactions in 2012 with 18x
increase over 2011;

-- Executed strategic partnerships in Asia:

-- Secured long-term agreement to run the Japan Airlines AXESS GDS

-- Extended co-operation with Chinese GDS, TravelSky, to include
hotels;

-- Recognized by both the travel and technology industries with
awards in all regions, including 'Best GDS'(Asia Pacific) and 'IT
Team of the Year' in the American Business Awards.

Financial Highlights for Fourth Quarter 2012
(in $ millions)


                                 Q4 2012  Q4 2011  Change   %
Change
        Net Revenue              457      465      (8)      (2)
        Operating (Loss) Income  (17)     4        (21)     *
        EBITDA                   41       62       (21)     (34)
        Adjusted EBITDA          89       106      (17)     (16)
        * Not meaningful

Travelport RevPas increased 5% to $5.47 for the fourth quarter of
2012.  The loss of the Master Services Agreement ("MSA") with
United Airlines contributed approximately $26 million to the
decline in net revenue and $19 million to the decline in each of
operating income, EBITDA and Adjusted EBITDA for the fourth
quarter of 2012 compared to 2011.  Excluding the impact of this
loss, net revenue for the fourth quarter of 2012 increased $18
million from the fourth quarter of 2011, both operating income and
EBITDA declined by $2 million, compared to 2011, and Adjusted
EBITDA increased by $2 million compared to 2011.  The average rate
of agency commissions increased 1% for the fourth quarter of 2012.

Financial Highlights for the Full Year 2012
(in $ millions)


                          2012   2011   Change   % Change
        Net Revenue       2,002  2,035  (33)     (2)
        Operating Income  138    200    (62)     (31)
        EBITDA            371    427    (56)     (13)
        Adjusted EBITDA   455    507    (52)     (10)

Travelport RevPas increased 3% to $5.28 for the full year 2012.
The loss of the MSA with United Airlines contributed approximately
$69 million to the decline in net revenue and $50 million to the
decline in each of operating income, EBITDA and Adjusted EBITDA in
2012 compared to 2011.  Excluding the impact of this loss, net
revenue for 2012 increased $36 million from 2011, and operating
income, EBITDA and Adjusted EBITDA declined by $12 million, $6
million and $2 million respectively, compared to 2011. The average
rate of agency commissions increased 1% for the full year 2012.

Interest costs of $290 million for the full year 2012 were $3
million higher due to higher effective interest rates.

Travelport generated $181 million in net cash from operating
activities of continuing operations for the full year 2012, a $57
million increase from 2011, due to improved operating working
capital and lower interest payments, partially offset by a decline
in Adjusted EBITDA.  For the full year 2012 free cash flow was $73
million, unlevered free cash flow was $305 million and including
other financing and investing activities net cash and cash
equivalents decreased by $14 million.

Travelport's net debt was $3,183 million as of December 31, 2012,
which comprised debt of $3,430 million less $110 million in cash
and cash equivalents and less $137 million of cash held as
collateral.

                     About Travelport Limited

Travelport Limited, headquartered in Atlanta, Ga., is a provider
of critical transaction processing solutions and data to companies
operating in the global travel industry.  With a presence in over
170 countries, approximately 3,500 employees and 2012 net revenue
of more than $2 billion, Travelport is comprised of the global
distribution system (GDS) business, which includes the Galileo and
Worldspan brands, its Airline IT Solutions business and a majority
joint venture in eNett.

At Sept. 30, 2012, the Company had total current assets of
US$617.0 million and total current liabilities of
US$728.0 million.  Travelport Limited's working capital deficit
was US$111 million as of Sept. 30, 2012.


TRIBUNE CO: S&P Assigns 'BB-' CCR & Rates $1.1BB Loan 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned Chicago, Ill.-based
Tribune Co. a 'BB-' corporate credit rating.  The outlook is
stable.

At the same time, S&P assigned Tribune's $1.1 billion first-lien
term loan due 2019 a 'BB+' issue-level rating (two notches higher
than the corporate credit rating), with a recovery rating of '1',
indicating S&P's expectation for very high (90% to 100%) recovery
for debtholders in the event of a payment default.

S&P views Tribune's business risk profile as "fair," mainly
reflecting S&P's view that television broadcasting has become a
much larger portion of the company's EBITDA and offers a
significant element of stability to profitability and cash flow,
notwithstanding the unfavorable fundamentals of the newspaper
business.  The business risk profile is also supported by a stream
of cash distributions from the company's equity investments,
notably a 31% stake in Television Food Network, G.P., a 32% state
in CareerBuilder LLC, and a 28% stake in Classified Ventures LLC.
Despite the company's relatively moderate leverage, S&P considers
Tribune's financial policy "aggressive," based on S&P's
expectation that the company's equity owners will be eager to
monetize their investments, which could entail dividends financed
by debt and/or asset sales.  Tribune recently hired advisors to
explore the sale of its newspaper assets.  S&P also believes that
the company's equity investments are nonstrategic.  Tribune could
be interested in selling its stake in TV Food; however, agreeing
to a value with Scripps Networks Interactive Inc. may prove to be
a difficult gating factor, in S&P's view.

Following Tribune's emergence from bankruptcy, a new CEO was put
in place.  However, given the uncertainty surrounding the
company's financial policy and business plans, S&P currently views
the management and governance of the company as "weak."

The company's broadcasting operations provide diversification and
stability, although they face a variety of long-term risks.
Operating performance of the broadcasting segment's group of 23
large-market TV stations is cyclical and sensitive to the timing
of elections, but generates good cash flow.  Slightly less than
half of the company's broadcasting revenue comes from CW-
affiliated television stations, which S&P views as less desirable
than major network stations because of less popular primetime
content (which represents about 7% of advertising revenue from
these stations) as well as less negotiating power with advertisers
and with cable and satellite operators for retransmission fees.

The company's publishing operations consist primarily of eight
metropolitan papers and related websites.  The company's two
largest papers, the Los Angeles Times and the Chicago Tribune,
account for roughly 60% of the segment's revenue and slightly more
than half of its EBITDA.  Despite cost reductions, operating cash
flow from this segment fell about 40% from 2008 through 2011 due
to the secular decline in print advertising revenues.  S&P
believes that profitability at the publishing segment will
continue to decline, as additional cost cuts may be insufficient
to offset long-term pressures of readership declines and
advertising moving online.


TRONOX LTD: Term Loan Increase No Impact on Moody's 'Ba3' CFR
-------------------------------------------------------------
Moody's Investors Service said Tronox Limited's (NYSE: TROX) plan
to upsize its proposed term loan due 2020 to $1.5 billion from
$1.3 billion does not impact the firm's Ba3 Corporate Family
Rating ratings on its outstanding debt or its rating outlook.

Tronox Limited, with its US headquarters in Stamford, CT, is the
world's fifth largest producer of titanium dioxide and a producer
of titanium ore feedstocks through the recently acquired Exxaro
Mineral Sands business. It operates three plants in Hamilton, MS,
Botlek, The Netherlands, and Kwinana, Australia. Tronox Limited's
revenues were $2.1 billion for the year ended December 31, 2012
(pro forma for the Exxaro Mineral Sands acquisition).


TRONOX LTD: S&P Affirms 'BB' CCR Following $200MM Add-On
--------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BBB-' issue
rating and '1' recovery rating on the term loan issued by Tronox
Pigments (Netherlands) BV -- a subsidiary of Tronox Ltd. -- remain
unchanged following the company's $200 million increase in the
proposed term loan to $1.5 billion.  All of S&P's other ratings on
Tronox, including the 'BB' corporate credit rating, also remain
unchanged.  The outlook remains stable.

Tronox will use the proceeds to refinance its existing term loan,
for potential strategic alternatives, and for general corporate
purposes.

The '1' recovery rating on Tronox's proposed term loan indicates
S&P's expectation of a very high (90% to 100%) recovery in the
event of a payment default.

RATINGS LIST

Tronox Ltd.
Corporate credit rating                     BB/Stable/--

Ratings Unchanged
Tronox Pigments (Netherlands) BV
$1.5 bil term loan*                         BBB-
  Recovery rating                            1

*$200 million added to existing loan.


UNITED AIR: S&P Rates $1BB 5-Yr. Facility and $900MM Loan 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue rating
and '1' recovery rating to United Air Lines Inc. and Continental
Airlines Inc.'s $1 billion, five-year revolving credit facility
and $900 million six-year term loan B.  The '1' recovery rating
indicates S&P's expectation of very high (90%-100%) recovery in a
payment default scenario.  United Air Lines Inc. and Continental
Airlines Inc. are co-borrowers and are subsidiaries of United
Continental Holdings Inc. (each rated B/Stable/--).  United
Continental Holdings Inc. guarantees the bank facilities.

Collateral consists of United's international routes to China,
Hong Kong, and London's Heathrow International Airport, as well as
related gates, and airport takeoff and landing slots.  Also
included are domestic take-off and landing slots at Washington
Reagan Airport, New York La Guardia Airport, and Newark Airport.
The appraised value of the international routes, gates, and slots
comprises about 73% of the total, and domestic slots 27%.

An independent appraiser valued the international route rights
(and related gates and slots), using a discounted free cash flow
approach, based on United's revenues and operating costs on these
routes and on the appraiser's projections.  The discount rate used
is lower than the appraiser's previous valuations, based on
declining interest rates and greater stability in the U.S. airline
industry, which results in a higher appraised value.  In S&P's
analysis it applied the higher discount rate previously used,
which resulted in a lower value.  A different appraiser valued the
domestic slots.

In S&P's analysis of a simulated default scenario, it applied
discounts and thus estimated recovery on the various types of
collateral as follows:

   -- 60% recovery for routes to China and Hong Kong, which are
      high-growth markets with barriers to entry in the case of
      the China routes;

   -- 50% for routes to London Heathrow, which has open access for
      routes between the U.S. and European Union but scarce
      takeoff and landing slots;

   -- 75% for domestic slots at Reagan Airport; and

   -- 60% for slots at La Guardia and Newark (lower because the
      slots exist under a series of temporary, but repeatedly
      renewed, orders by the U.S. Department of Transportation).

The description of collateral in the credit agreement does not
specify that liens and security interests in non-U.S. collateral,
principally airport takeoff and landing slots, are being
perfected.  This is consistent with what other U.S. airlines have
said in connection with other route financings.  This creates some
uncertainty, particularly surrounding the London Heathrow slots
(non-U.S. assets) because it is their scarcity value, rather than
that of the international routes (U.S. assets), that represents
most of the value relating to operations to Heathrow.  The issue
of nonperfection of security interests in non-U.S. assets arose
also in connection with certain secured notes in American Airlines
Inc.'s bankruptcy proceedings.  Currently, it appears that
American will not seek to challenge the security status of its
Heathrow slots collateral.  S&P used a lower recovery for these
routes than for the China and Hong Kong ones because of the
nonperfection issue, as well as the slower growth prospects of
Heathrow routes.

The discrete asset valuation assumptions yield a stressed
collateral value of about $1.96 billion.  S&P estimates about
$1.94 billion in first-lien secured claims outstanding (revolver
and term loan, plus six months of accrued interest on debt).
Therefore, under the simulated default scenario, full collateral
coverage indicates a '1' recovery rating.  Under S&P's criteria,
this results in a 'BB-' issue rating, two notches higher than its
'B' corporate credit ratings on United and Continental.  The
guaranty by United Continental Holdings does not add recovery
value in our analysis.

RATINGS LIST

United Air Lines Inc.
Continental Airlines Inc.
United Continental Holdings Inc.
Corporate Credit Rating         B/Stable/--

New Ratings

United Air Lines Inc.
Continental Airlines Inc.
$1 bil revolving credit fac     BB-
  Recovery Rating                1
$900 mil term loan B            BB-
  Recovery Rating                1


UNITED CONTINENTAL: Moody's Rates New Senior Debt Facility 'Ba2'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the new first
lien senior secured credit facility that UAL announced on March
12, 2013. Moody's also affirmed the respective B2 Corporate Family
and B2-PD Probability of Default ratings of United Continental
Holdings, Inc. and Continental Airlines, Inc. as well as the debt
and Enhanced Equipment Trust Certificate ratings of these two
issuers or of United Air Lines, Inc.

Moody's also affirmed the SGL-2 Speculative Grade Liquidity rating
of UAL and withdrew the SGL-2 Speculative Grade Liquidity rating
assigned to Continental as the company is closer to completing the
legal entity merger of the two airlines, which it expects to occur
in 2013. The rating outlook is stable.

United and Continental will be co-borrowers on the new facility,
which will provide a $1.0 billion revolving commitment due in 2018
and a $900 million term loan due in 2019. UAL will guarantee the
obligations under this new credit facility. The proceeds of the
term loan along with cash on hand will fund the refinancing of
United's $1.2 billion first lien senior secured term loan due
2014. The new revolver will replace the companies' existing $500
million revolver due January 31, 2015.

Ratings Rationale:

The affirmation of the Corporate Family and Probability of Default
ratings considers the group's good liquidity profile, competitive
market position and supportive credit metrics. The ratings
anticipate that UAL will sustain its current sound credit profile
notwithstanding expected negative free cash flow generation in at
least the next two years because of higher capital expenditures
for new aircraft and other capital investments. While UAL could
also experience modest pressure on operating cash flow should
industry demand weaken because of lower than expected economic
growth, continued careful management of capacity should enable the
company to manage such pressures.

Moody's expects the new revolver to remain undrawn, and in
conjunction with the group's $6.5 billion of unrestricted cash
supports the SGL-2 Speculative Grade Liquidity rating. The
borrowers will need to comply with a minimum collateral coverage
ratio of 1.67 times and maintain at least $3.0 billion of
liquidity. Additionally, no less than 66% of the company's
eligible slots at Newark-Liberty International Airport must remain
a part of the collateral and there is a 1.1 times fixed charge
coverage test for restricted payments and other defined
transactions. The company is expected to maintain adequate cushion
for compliance with these covenants.

The stable outlook reflects Moody's belief that challenging
elements of the integration of the airline operations have been
substantially addressed, alleviating potential challenges in
upcoming quarters as the company focuses on improving its traffic
and revenue performance. Good liquidity, supported by unrestricted
cash in excess of $6.0 billion at December 31, 2012 and the new
$1.0 billion revolver, provides sufficient cushion to fund
remaining integration costs, debt maturities and or collateral
calls in the event cash flow from operations was to unexpectedly
decline. The stable outlook also anticipates ongoing capacity
discipline by UAL, and the industry, and vigilance in controlling
non-fuel costs by UAL; each of which should help mitigate pressure
on earnings during periods of declining passenger counts.

Sustained stronger credit metrics such as Funds from operations +
interest to interest of at least 3.0 times, Debt to EBITDA below
5.5 times and or Free Cash Flow to Debt of at least 4% could
positively pressure the ratings. The ratings could face downwards
pressure if the company is unable to maintain its EBIT margin
above 5% while its cost of jet fuel surpassed $3.40 per gallon or
if aggregate liquidity including cash and availability on
revolving credit facilities was sustained below $4.0 billion.
Sustained negative free cash flow generation, Debt to EBITDA of
more than 7.0 times or Funds from operations + interest to
interest of below 2.0 times could also lead to a negative rating
action.

Downgrades:

Issuer: Cleveland (City of) OH

  Senior Unsecured Revenue Bonds Sep 15, 2027, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Dec 1, 2019, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

Issuer: Continental Airlines, Inc.

  Senior Secured Regular Bond/Debenture Sep 15, 2015, Downgraded
  to a range of LGD2, 22 % from a range of LGD2, 19 %

  Senior Unsecured Conv./Exch. Bond/Debenture Jan 15, 2015,
  Downgraded to a range of LGD5, 74 % from a range of LGD5, 71 %

Issuer: Denver (City & County of) CO

  Senior Unsecured Revenue Bonds Oct 1, 2032, Downgraded to a
  range of LGD5, 74 % from a range of LGD4, 66 %

Issuer: Harris County Industrial Dev Corp, TX

  Senior Unsecured Revenue Bonds Jul 1, 2019, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

Issuer: Hawaii Department of Transportation

  Senior Unsecured Revenue Bonds Nov 15, 2027, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

Senior Unsecured Revenue Bonds Jun 1, 2020, Downgraded to a range
of LGD5, 74 % from a range of LGD5, 71 %

Issuer: Houston (City of) TX

  Senior Unsecured Revenue Bonds Jul 15, 2030, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Jul 15, 2038, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Jul 15, 2027, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Jul 15, 2027, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Jul 15, 2017, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Jul 15, 2029, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Jul 15, 2029, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Jul 1, 2021, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Jul 1, 2022, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Jul 1, 2029, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Jul 1, 2029, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

Issuer: New Jersey Economic Development Authority

  Senior Unsecured Revenue Bonds Apr 1, 2028, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Sep 15, 2019, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Sep 15, 2023, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Sep 15, 2029, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Nov 15, 2030, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Nov 15, 2030, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Jun 1, 2033, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

  Senior Unsecured Revenue Bonds Sep 15, 2027, Downgraded to a
  range of LGD5, 74 % from a range of LGD5, 71 %

Issuer: Port Authority of New York and New Jersey

  Revenue Bonds Dec 1, 2015, Downgraded to a range of LGD5, 74 %
  from a range of LGD5, 71 %

Upgrades:

Issuer: United Air Lines, Inc.

  Senior Secured Bank Credit Facility Feb 1, 2014, Upgraded to a
  range of LGD2, 23 % from a range of LGD2, 25 %

Assignments:

Issuer: Continental Airlines, Inc.

  Senior Secured Bank Credit Facility, Assigned Ba2

  Senior Secured Bank Credit Facility, Assigned Ba2

  Senior Secured Bank Credit Facility, Assigned a range of LGD2,
  22 %

  Senior Secured Bank Credit Facility, Assigned a range of LGD2,
  22 %

Affirmations:

Issuer: Cleveland (City of) OH

  Senior Unsecured Revenue Bonds Sep 15, 2027, Affirmed B3

  Senior Unsecured Revenue Bonds Dec 1, 2019, Affirmed B3

Issuer: Continental Airlines Finance Trust II

  Pref. Stock Preferred Stock Nov 15, 2030, Affirmed Caa1

Issuer: Continental Airlines, Inc.

  Probability of Default Rating, Affirmed B2-PD

  Corporate Family Rating, Affirmed B2

  Senior Secured Enhanced Equipment Trust Jun 2, 2013, Affirmed
  B1

  Senior Secured Enhanced Equipment Trust Jun 2, 2015, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Jun 2, 2015, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Apr 15, 2015, Affirmed
  B2

  Senior Secured Enhanced Equipment Trust Jul 2, 2014, Affirmed
  B2

  Senior Secured Enhanced Equipment Trust Apr 1, 2021, Affirmed
  B1

  Senior Secured Enhanced Equipment Trust Apr 29, 2018, Affirmed
  B1

  Senior Secured Enhanced Equipment Trust Apr 15, 2015, Affirmed
  Ba2

  Senior Secured Enhanced Equipment Trust Jul 2, 2014, Affirmed
  Ba2

  Senior Secured Enhanced Equipment Trust Jan 2, 2017, Affirmed
  Ba2

  Senior Secured Enhanced Equipment Trust Sep 15, 2018, Affirmed
  Ba2

  Senior Secured Enhanced Equipment Trust Nov 1, 2017, Affirmed
  Ba2

  Senior Secured Enhanced Equipment Trust Feb 2, 2020, Affirmed
  Ba1

  Senior Secured Enhanced Equipment Trust Sep 15, 2021, Affirmed
  Ba2

  Senior Secured Enhanced Equipment Trust May 1, 2022, Affirmed
  Ba3

  Senior Secured Enhanced Equipment Trust Oct 2, 2019, Affirmed
  Ba3

  Senior Secured Enhanced Equipment Trust Dec 15, 2015, Affirmed
  Ba1

  Senior Secured Enhanced Equipment Trust May 10, 2017, Affirmed
  Ba2

  Senior Secured Enhanced Equipment Trust Jul 12, 2020, Affirmed
  Ba2

  Senior Secured Enhanced Equipment Trust Apr 11, 2020, Affirmed
  Ba2

  Senior Secured Enhanced Equipment Trust Apr 29, 2022, Affirmed
  Ba2

  Senior Secured Enhanced Equipment Trust Apr 15, 2015, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Jul 2, 2014, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Apr 1, 2015, Affirmed
  Baa3

  Senior Secured Enhanced Equipment Trust Mar 24, 2013, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Jan 2, 2018, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Sep 15, 2017, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust May 1, 2018, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Aug 2, 2020, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Sep 15, 2021, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust May 1, 2022, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Oct 2, 2022, Affirmed
  Baa3

  Senior Secured Enhanced Equipment Trust Jun 15, 2021, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Sep 15, 2021, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Sep 15, 2021, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Nov 10, 2019, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Jul 12, 2022, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Apr 11, 2024, Affirmed
  Baa2

  Senior Secured Enhanced Equipment Trust Apr 29, 2026, Affirmed
  Baa2

  Senior Secured Equipment Trust Jul 2, 2018, Affirmed B1

  Senior Secured Equipment Trust Sep 1, 2019, Affirmed B1

  Senior Secured Equipment Trust Apr 19, 2014, Affirmed B1

  Senior Secured Equipment Trust Apr 19, 2022, Affirmed Ba2

  Senior Secured Equipment Trust Apr 19, 2022, Affirmed Baa2

  Senior Secured Equipment Trust Jul 8, 2016, Affirmed Baa2

  Senior Secured Regular Bond/Debenture Mar 13, 2013, Affirmed
  Ba3

  Senior Secured Regular Bond/Debenture Sep 15, 2015, Affirmed
  Ba2

  Senior Unsecured Conv./Exch. Bond/Debenture Jan 15, 2015,
  Affirmed B3

Issuer: Denver (City & County of) CO

  Senior Unsecured Revenue Bonds Oct 1, 2032, Affirmed B3

Issuer: Harris County Industrial Dev Corp, TX

  Senior Unsecured Revenue Bonds Jul 1, 2019, Affirmed B3

Issuer: Hawaii Department of Transportation

  Senior Unsecured Revenue Bonds Nov 15, 2027, Affirmed B3

  Senior Unsecured Revenue Bonds Jun 1, 2020, Affirmed B3

Issuer: Houston (City of) TX

  Senior Unsecured Revenue Bonds Jul 15, 2030, Affirmed B3

  Senior Unsecured Revenue Bonds Jul 15, 2038, Affirmed B3

  Senior Unsecured Revenue Bonds Jul 15, 2027, Affirmed B3

  Senior Unsecured Revenue Bonds Jul 15, 2027, Affirmed B3

  Senior Unsecured Revenue Bonds Jul 15, 2017, Affirmed B3

  Senior Unsecured Revenue Bonds Jul 15, 2029, Affirmed B3

  Senior Unsecured Revenue Bonds Jul 15, 2029, Affirmed B3

  Senior Unsecured Revenue Bonds Jul 1, 2021, Affirmed B3

  Senior Unsecured Revenue Bonds Jul 1, 2022, Affirmed B3

  Senior Unsecured Revenue Bonds Jul 1, 2029, Affirmed B3

  Senior Unsecured Revenue Bonds Jul 1, 2029, Affirmed B3

Issuer: New Jersey Economic Development Authority

  Senior Unsecured Revenue Bonds Apr 1, 2028, Affirmed B3

  Senior Unsecured Revenue Bonds Sep 15, 2019, Affirmed B3

  Senior Unsecured Revenue Bonds Sep 15, 2023, Affirmed B3

  Senior Unsecured Revenue Bonds Sep 15, 2029, Affirmed B3

  Senior Unsecured Revenue Bonds Nov 15, 2030, Affirmed B3

  Senior Unsecured Revenue Bonds Nov 15, 2030, Affirmed B3

  Senior Unsecured Revenue Bonds Jun 1, 2033, Affirmed B3

  Senior Unsecured Revenue Bonds Sep 15, 2027, Affirmed B3

Issuer: Port Authority of New York and New Jersey

  Revenue Bonds Dec 1, 2015, Affirmed B3

Issuer: United Air Lines, Inc.

  Senior Secured Bank Credit Facility Feb 1, 2014, Affirmed Ba3

  Senior Secured Enhanced Equipment Trust Jan 15, 2016, Affirmed
  Ba3

  Senior Secured Enhanced Equipment Trust Jan 15, 2017, Affirmed
  Baa3

  Senior Secured Pass-Through Jul 2, 2014, Affirmed B1

  Senior Secured Pass-Through Jul 2, 2019, Affirmed Ba3

  Senior Secured Pass-Through Jul 2, 2022, Affirmed Baa3

  Senior Secured Pass-Through Nov 1, 2016, Affirmed Baa2

Issuer: United Continental Holdings, Inc.

  Probability of Default Rating, Affirmed B2-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

  Corporate Family Rating, Affirmed B2

Withdrawals:

Issuer: Continental Airlines, Inc.

  Speculative Grade Liquidity Rating, Withdrawn , previously
  rated SGL-2

The principal methodology used in this rating 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.

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate more than 5,500 flights a day
to more than 375 airports on six continents from their hubs in
Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New
York/Newark Liberty, San Francisco, Tokyo and Washington, D.C.


VACHIRA PONGVITAYAPANU: Denied Chapter 7 Discharge of Debts
-----------------------------------------------------------
Judge Jerome Feller of the U.S. Bankruptcy Court for the Eastern
District of New York denied a discharge of the debts of Vachira
Pongvitayapanu, also known as Jimmy Lo, pursuant to 11 U.S.C.
Section 727(a)(4)(A).

Beer Sheva Realty Corp., a long-time judgment creditor of Mr. Lo,
objects to Mr. Lo's discharge under 11 U.S.C. Section 727(a)(4)(A)
on grounds that he committed false oaths in his Chapter 7
bankruptcy case with respect to his place of residence, the amount
and source of his income, and his interest in a jewelry business.

Chapter 7 of the Bankruptcy Code is designed to provide individual
debtors the opportunity for a "fresh start" through the discharge
of personal liability for prepetition debts.

Judge Feller holds that Beer Sheva has made showings that raise
serious concerns about Mr. Lo's conduct in his bankruptcy case.
Yet, Mr. Lo's responses come through counsel, fail to address
serious allegations, are often opaque, and, at times, flippant. It
is clear that "[a] debtor cannot, merely by playing ostrich and
burying his head deeply enough in the sand, disclaim all
responsibility for statements which he has made under oath," he
adds.

For this reason, the Court sustains Beer Sheva's objection to Mr.
Lo's discharge pursuant to 11 U.S.C. Section 727(a)(4)(A).

The bankruptcy case is In re Vachira Pongvitayapanu aka Jimmy Lo
aka Jimmy Pongvitayapanu, Chapter 7 Debtor, Case No. 1-05-31722-
jf.  The adversary proceeding is Beer Sheva Realty Corp.,
Plaintiff, v. Vachira Pongvitayapanu aka Jimmy Lo, Defendant, Adv.
Proc. No. 1-07-1162-jf.

Neal M. Rosenbloom, Esq. -- nrosenbloom@gwfglaw.com -- at Goldberg
Weprin Finkel Goldstein LLP, in New York, represent Beer Sheva.

Stuart P. Gelberg, Esq., in Garden City, represent Vachira
Pongvitayapanu.

A copy of the Bankruptcy Court's February 27, 2013 Order is
available at http://is.gd/BTlinTfrom Leagle.com.

In 1984, Mr. Lo established a jewelry business called National
Jewelry For Less, Inc.  NJFL did business under the trade name
Golden Apple Discount Jewelry, and was located at 460 Sunrise
Highway in Valley Stream, New York.  NJFL remained in business for
some 10 years, and at one time had assets valued at $1 million.

Mr. Lo also played a role in the formation of Siam Jewelers Inc.,
a company incorporated in 1986 or 1987, and purportedly owned by
Sam Speciale and Mr. Lo's sister, Rattanavade.

In January 1991, the Sheriff of Nassau County seized over $300,000
worth of NJFL's jewelry, as a result of a debt owed to Newsday,
Inc.  On March 11, NJFL filed for Chapter 11 bankruptcy
protection.


VERIFONE INC: Poor Earnings Prompt Moody's to Review 'Ba3' CFR
--------------------------------------------------------------
Moody's Investors Service placed VeriFone, Inc.'s Ba3 Corporate
Family Rating, its B1-PD probability of default rating, and the
Ba3 rating for its senior secured credit facilities under review
for downgrade.

The rating action was prompted by management's significantly
reduced earnings expectations and reflects growing uncertainty in
executing plans to resume revenue and earnings growth amid senior
management turnover. Separately, as part of the ratings actions
Moody's assigned VeriFone a speculative grade liquidity rating of
SGL-2 reflecting the company's good liquidity.

Ratings Rationale:

VeriFone announced that its long-term Chief Executive Officer has
decided to step down, within days after announcing plans to
address product and sales execution missteps that, in addition to
weak demand for point of sale terminals, led to a significantly
reduced revenue and earnings outlook for fiscal 2013. VeriFone's
execution challenges in part stem from its strategy to transform
its business toward a multi-year services-based model from the
predominantly one-time hardware sales oriented model. Moody's
estimates that VeriFone's total debt-to-EBITDA leverage could
approach 4.0x (Moody's adjusted) in the next 12 months, about a
turn higher than previous expectations, and the company's annual
free cash flow will likely fall short of Moody's initial estimates
by about $50 to $100 million in fiscal 2013. Additionally, the
deleveraging has been slower-than-anticipated since the Point
acquisition closed in December 2011.

The ratings review will focus on VeriFone's ability to timely
execute the plans to stabilize and grow revenue, and stem market
share losses under the new senior management team. Moody's will
also assess new management's commitment to reduce leverage, while
increasing investments in the business to restore its competitive
position in multiple markets. The review will also focus on
management's strategy to balance growth in revenues under multi-
year services agreement without impairing near term revenue
prospects, and improving earnings in the face of growing
competition.

The following ratings were placed under review for downgrade:

Issuer: VeriFone, Inc.

  Corporate Family Rating -- Ba3

  Probability of Default Rating -- B1-PD

  $426 million Senior Secured Revolving Credit Facility due May
  2016 -- Ba3 LGD3 (33%)

  $981 million (outstanding) Senior Secured Term Loan due May
  2016 -- Ba3 LGD3 (33%)

  $99 million (outstanding) Senior Secured Term Loan due May 2018
  -- Ba3 LGD3 (33%)

Outlook Actions:

  Outlook, Changed To Rating Under Review From Stable

Moody's assigned the following rating:

Issuer: VeriFone, Inc.

  Speculative Grade Liquidity rating -- SGL-2

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

Headquartered in San Jose, California, VeriFone is a leading
provider of point of sale payment systems, solutions and services.


W.R. GRACE: Grace Catalysts Unit Announces Price Increase
---------------------------------------------------------
Grace Catalysts Technologies, an operating segment of W.R. Grace &
Co. on March 13 announced pricing and market related actions in
its Refining Technologies business.  Grace is discontinuing the
rare earth surcharge pricing mechanism it instituted in 2010 in
response to the high volatility in the costs of various rare
earths used in Grace's FCC catalysts and additives.  Rare earth
costs have stabilized in the past six months and the company
believes the surcharge mechanism is no longer appropriate.  Grace
will reset the base price for FCC catalysts and additives to
reflect current rare earth costs, and then raise those base prices
for FCC catalysts and additives 10 percent, as contract terms
allow.

The price increases are necessary due to significant investments
made in the businesses over the past few years and to support
continued investment in R&D, technical services, and planned
capital investments.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Grace is still awaiting the effective date of the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


WATCO COS: S&P Assigns 'B' CCR & Rates $400MM Sr. Notes 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Watco Cos. LLC.  The outlook is stable.
S&P also assigned a 'CCC+' issue rating to the company's
$400 million senior notes due 2023, with a recovery rating of '6',
indicating S&P's expectation that lenders would receive negligible
recovery (0-10%) in the event of a payment default.  Watco Finance
Corp. is a co-issuer of the notes.

"The ratings on Watco reflect the company's significant debt
levels, capital intensity, and acquisitive growth strategy," said
Standard & Poor's credit analyst Lisa Jenkins.  Partially
offsetting these weaknesses are the company's sizeable market
position as the second-largest short-line railroad operator in the
U.S. and its participation in the relatively stable North American
freight railroad industry.  We characterize Watco's business risk
profile as "fair" and its financial risk profile as "highly
leveraged."

In addition to operating a portfolio of short-line railroads,
Watco also operates two other businesses: a mechanical services
business that repairs railcars and a business that provides
terminal and port services.  Watco developed its current business
mix through a series of acquisitions, which has left the company
with a highly leveraged balance sheet.  Debt to EBITDA is
currently close to 6x on a reported basis but is closer to 5x on a
pro forma basis, factoring in a full year's worth of earnings from
recent acquisitions.

S&P expects the company to continue to make acquisitions from time
to time, and S&P believes credit metrics will vary depending on
the timing and magnitude of these investments.  S&P's ratings
incorporate an expectation that the company will manage its
acquisition program in such a way as to maintain debt to EBITDA
between 5x and 6x.  In calculating this ratio, S&P has given
partial equity credit to the company's preferred stock and have
included debt associated with several variable interest entities
that are not guarantors of the notes but which S&P views as an
integral part of the company's terminal and port services
business.  While the company's private ownership limits the
company's access to funding sources, adding to financial risk, S&P
believes that it also provides an incentive for management to
operate the business in a prudent fashion and to take a
disciplined approach to future acquisition activity.

S&P's assessment of the company's business risk profile reflects
the company's participation in an industry with favorable
fundamentals, offset by risks associated with some customer
concentration and an active acquisition program.  While Watco
operates three business segments, its short-line railroad
portfolio accounts for almost two-thirds of total company
revenues.  Within the short-line rail service segment, revenues
are somewhat concentrated by customer, with the top 10 accounting
for about 30% of revenues.  Watco transports a variety of
commodities, but it has some concentration in agriculture (22% of
segment revenues), minerals (25%), and energy and chemicals (21%).
Its non-transportation businesses also have significant customer
concentration.

The outlook is stable.  S&P expects Watco to benefit from recent
acquisitions and the slowly recovering U.S. economy over the
coming year.  However, S&P also expects the company to continue to
pursue acquisitions, which will likely result in continued high
leverage.  If the company continues to successfully diversify its
operations, generates improved operating results, and pursues a
financial policy that S&P believes will result in sustained debt
to EBITDA of 4.5x or below, it could raise the ratings.

If the company is more aggressive than S&P expects on the
acquisition front or encounters unexpected operating issues,
resulting in debt to EBITDA increasing to above 7x, S&P might
lower the ratings.


ZACKY FARMS: Foster Farms Out of Creditors Committee
----------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17, amended, for
the second time, the Official Committee of Unsecured Creditors in
the Chapter 11 case of Zacky Farms, LLC due to the Jan. 22, 2013
resignation from the unsecured creditors committee of Foster
Farms, LLC & Foster Poultry Farms, a single appointee.

The Committee now comprises of:

      1. Western Milling, LLC
         Attn: Mark La Bounty
         P.O. Box 1029
         Goshen, CA 93227
         Tel: (559) 302-1685
         E-mail: mlabounty@westernmilling.com

      2. Associated Feed & Supply
         Attn: Scott Tyson
         P.O. Box 2367
         Turlock, CA 95381
         Tel: (209) 667-2708
         E-mail: scottt@associatedfeed.com

      3. Sealed Air Corporation (Cryovac)
         Attn: Michael Wallace
         P.O. Box 464
         Duncan, SC 29334
         Tel: (864) 433-2465
         E-mail: michael.wallace@sealedair.com

      4. Axis Media Management Inc.
         Attn: Tony Naish
         30495 Canwood St, Suite 211
         Agoura Hills, CA 91301
         Tel: (818) 264-1555
         E-mail: tony@axismedia.org

      5. International Paper Company
         Attn: Vic Kawamura
         1002 15th St SW, Suite 200
         Auburn, WA 98001
         Tel: (253) 288-4620
         E-mail: vic.kawamura@ipaper.com

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.  The
Debtor disclosed $72,233,554 in assets and $67,345,041 in
liabilities as of the Chapter 11 filing.

The Company has plans to sell itself to pay creditors.  Zacky
Farms LLC received bankruptcy-court approval to sell its assets to
the Robert D. and Lillian D. Zacky Trust.

Kurtzman Carson Consultants LLC will provide administrative
services and FTI Consulting, Inc., serves as the Debtor's Chief
Restructuring Officer.  Bankruptcy Judge Thomas Holman presides
over the case.  The petition was signed by Keith F. Cooper, the
Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.




ZACKY FARMS: Amends Bid to Tap King & Spalding as Counsel
---------------------------------------------------------
Zacky Farms, LLC amended its application to employ King & Spalding
LLP as special counsel for complex transactions and related
matters retroactive to Nov. 28, 2012, and to compensate King &
Spalding pursuant to Sections 330 and 331 of the Bankruptcy Code.

The Court, in its order dated Dec. 21, 2012, denied the Debtor's
application to employ King & Spalding because the scope of the
requested employment authority goes far beyond a "specified
special purpose" for which K&S may be employed.  Furthermore, the
Court cannot determine whether paragraph 4 of the proposed order
"[K&S] will be compensated in accordance with the terms set forth
in the Application, and subject to the procedures set forth
sections 330 and 331. . ." asks the court to abdicate its mandate
to award "reasonable compensation for actual, necessary services"
and "reimbursement of actual, necessary expenses."

In the amended application, the Debtor stated that King & Spalding
will, among other things:

   1. advise the Debtor with respect to the due diligence process
for potential purchasers of the Debtor's assets, including,
without limitation, assisting the Debtor in its efforts to compile
information and data related to such due diligence process;

   2. advise the Debtor with respect to any special legal issues
that may arise in connection with the sale process, including,
without limitation, antitrust, environmental, intellectual
property, real estate, labor and employee benefits issues; and

   3. work with FFWP in preparing for and conducting an auction
whereby substantially all of the assets of the Debtor will be sold
to the highest or otherwise best bidder.

Subject to Court approval, the Debtor has reached an agreement to
pay King & Spalding a blended hourly rate of $500 per hour,
increasing to $525 per hour for services rendered after Jan. 31,
2013, for each attorney, paraprofessional, project assistant or
other hourly timekeeper devoting time to this matter under
this engagement.  Although the Debtor proposes to pay King &
Spalding on a blended rate basis, for informational purposes, the
current standard hourly rates of attorneys resident in King &
Spalding's Atlanta office range from a low of $275 per hour for
the firm's most junior associates to as much as $990 per hour for
certain of the firm's most senior partners, and the standard
hourly rates of paralegals and legal assistants resident in King &
Spalding's Atlanta office range from $150 to $285.

The King & Spalding professionals and paraprofessionals expected
to be most active in the Debtor's chapter 11 case and their
hourly rates include:

         Paul Ferdinands, partner              $785
         W. Austin Jowers, partner             $600
         Jeffrey Dutson, associate             $465
         Annie Carroll, associate              $385
         Missy Heinz, senior paralegal         $285
         Nick Dale, paralegal                  $160

As of the Petition Date, the Debtor did not owe King & Spalding
any amounts. During the 90 days prior to the Petition Date, the
Debtor did not make any payments to King & Spalding.

To the best of the Debtor's knowledge, King & Spalding does not
represent or hold any interest adverse to the Debtor or its
estate with respect to the matters on which King & Spalding is
proposed to be retained and employed by the Debtor.

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.  The
Debtor disclosed $72,233,554 in assets and $67,345,041 in
liabilities as of the Chapter 11 filing.

The Company has plans to sell itself to pay creditors.  Zacky
Farms LLC received bankruptcy-court approval to sell its assets to
the Robert D. and Lillian D. Zacky Trust.

Kurtzman Carson Consultants LLC will provide administrative
services and FTI Consulting, Inc., serves as the Debtor's Chief
Restructuring Officer.  Bankruptcy Judge Thomas Holman presides
over the case.  The petition was signed by Keith F. Cooper, the
Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


* Banks Bow to New York on Clawbacks
------------------------------------
Liz Moyer at The Wall Street Journal reported that three more top
banks, including Citigroup Inc., will broaden their clawback
policies to cover more executives, increase disclosures or add
potential triggers.  The moves increase to six the number of
leading financial companies that have bowed to pressure from the
New York City's Comptroller's Office, according to the WSJ report.

WSJ further reported that Comptroller John C. Liu also appears to
have broken new ground, with Capital One Financial Corp. agreeing
to make public the total dollar amount of pay it claws back.
Capital One will become the first bank to make public the amount
of pay it claws back from executives, WSJ said.

The agreements, which Mr. Liu's office plans to announce on
Thursday, come after four months of negotiations, according to
WSJ.  As comptroller, Mr. Liu oversees New York City's pension
funds, which are major shareholders of the banks.

In addition to Capital One and Citigroup, Wells Fargo & Co. also
agreed to broaden clawback policies to cover misconduct that
causes financial or reputational harm, although the Citi and Wells
changes are less expansive than Capital One's, WSJ related.

According to WSJ, clawbacks have taken on added scrutiny nearly a
year since J.P. Morgan took a $6.2 billion trading hit in what has
become known as the "London whale" blunder.  J.P. Morgan clawed
back two years of total annual compensation, including restricted
stock, and canceled options grants, from three London-based
managers who had direct responsibility for the trading portfolio
at the heart of the losses.


* FASB Impairment Rule Could Hit U.S. Banks Reserves, Fitch Says
----------------------------------------------------------------
Approval of a Financial Accounting Standards Board (FASB) proposal
on the treatment of credit losses for loans and other financial
assets could eventually force U.S. banks to book expected losses
early, putting pressure on reserve levels and reported earnings.
Fitch Ratings sees the potential for use of the loss model under
this new FASB proposal to drive U.S. institutions to report asset
values more conservatively than international counterparts
applying the proposed new IFRS credit loss standard.

The FASB loan loss proposal, released in December and open for
public comment until April 30, would change the way in which banks
account for expected losses on loans and other debt securities and
financial assets. Unlike the current loss reserve rules that allow
institutions to wait until losses are incurred before boosting
provisions, the new approach would require a more timely
recognition of future losses as expected cash flows change.

In contrast to the current system, in which multiple impairment
models relying on an "incurred loss" approach are used, the new
framework would lead to a single "expected credit loss" model, in
which management would be required to incorporate more forward-
looking information in reporting on credit losses. As well as
using available current and historical data, they would also need
to consider forecasts of future losses.

On the balance sheet, U.S. banks would be required to reflect
current loss expectations in the "allowance for credit losses"
account. The income statement would capture deterioration or
improvement in credit loss expectations through changes in the
provision for bad debt expense.

Fitch believes that the use of this model is likely to lead to
quarterly adjustments in expected loss projections, possibly
leading to more volatility in provision expense and reported
earnings. However, banks could also conceivably take large one-
time charges at first signs of distress in their loan portfolios,
then look for opportunities to smooth earnings volatility over
time through reserve releases or reverse provisions

If the proposal is adopted, the rule would likely take some time
to go into effect. Banks will require time to improve their
accounting and reporting systems to collect the type of data that
will be needed to estimate prospective losses. We believe the rule
would not go into effect until 2015 or later. At that time,
assuming a prospective approach to loan losses leads to increased
bookings of provisions, most banks will likely report one-time
hits to earnings.

Like the FASB, the International Accounting Standards Board (IASB)
is seeking public comment on proposed changes in credit loss
treatment. The IASB exposure draft on the subject (open for
comment until July) does not go as far as the FASB proposal in
encouraging a move away from the levels of provisions booked under
an "incurred loss" standard. This could set up a situation in
which U.S. banks are ultimately required to report greater
expected credit losses, leading to more conservatism in reporting
and potentially larger loss provisions relative to their European,
Canadian and other international competitors. This could derail
the process of international accounting convergence on credit
losses and lead to less clarity in comparing bank balance sheets
and income statements around the world.

Ultimately the method used by banks to estimate expected losses,
as well as the time horizon over which these estimates are made,
will be important in providing a reasonable picture of banks'
financial positions.


* U.S. Public Finance Default Rate Remains Low in 2012, Fitch Says
------------------------------------------------------------------
The weak U.S. economic recovery continued to pressure state and
local government revenue and spending in 2012, resulting in a
modest, but persistent, negative rating drift among U.S. public
finance ratings, according to a new Fitch Ratings' report.

Downgrades topped upgrades by nearly 2 to 1 -- echoing 2011's
ratio. However, the volume of rating actions contracted year over
year, with the vast majority of ratings -- 92.7% -- remaining the
same, up from 88.3% in 2011.

Fitch recorded a single U.S. public finance default in 2012. The
resulting U.S. public finance default rate for the year remained
low at 0.03% mirroring 2011 and historical trends. The average
annual default rate held steady at 0.04% (1999-2012).

Fitch's U.S. public finance rating distribution reflects a low
propensity to default, with the vast majority of securities rated
investment grade. At year-end 2012, the rating mix by broad
category remained on par with year-earlier levels, with 'AAA',
13%; 'AA', 50%; 'A', 27%; 'BBB', 8%; and the remaining 2% at
speculative grade('BB' or lower).

Fitch's new study provides data and analysis on the performance of
Fitch's U.S. public finance ratings in 2012 and over the long
term, covering the period 1999-2012. The report provides summary
statistics on the year's key rating trends.

The report is titled 'Fitch Ratings U.S. Public Finance 2012
Transition and Default Study' and is available on Fitch's web site
under Credit Market Research.


* U.S. Chamber Institute for Legal Reform Commends FACT Hearing
---------------------------------------------------------------
Lisa Rickard, President of the U.S. Chamber Institute for Legal
Reform, made the following statement regarding [Wednes]day's House
Judiciary Committee hearing on the Furthering Asbestos Claim
Transparency (FACT) Act (H.R. 982).

"For too long, asbestos bankruptcy trusts have operated without
adequate oversight.  Courts around the country have uncovered
examples in which plaintiffs' lawyers have filed inconsistent or
fraudulent claims with multiple trusts and in the court system.
This abuse shortchanges legitimate asbestos claimants while
hurting solvent companies, their shareholders and employees.

"The bipartisan Furthering Asbestos Claim Transparency (FACT) Act
addresses this problem by requiring the trusts to file quarterly
reports on their claims to the federal bankruptcy courts.  This
commonsense legislation would help discourage fraud and abuse in
the asbestos compensation system.

"We commend Representatives Farenthold and Matheson for
introducing the FACT Act, as well as Chairman Goodlatte and the
House Judiciary Committee for holding [Wednes]day's hearing.  We
urge swift House and Senate passage of this important
legislation."


* U.S. Foreclosure Filings Up 2% in February, RealtyTrac Says
-------------------------------------------------------------
RealtyTrac(R) on March 14 released its U.S. Foreclosure Market
Report(TM) for February 2013, which shows foreclosure filings --
default notices, scheduled auctions and bank repossessions -- were
reported on 154,281 U.S. properties in February, an increase of 2
percent from the previous month but still down 25 percent from
February 2012.  The report also shows one in every 849 U.S.
housing units with a foreclosure filing during the month.

"At a high level the U.S. foreclosure inferno has been effectively
contained and should be reduced to a slow burn in the next two
years," said Daren Blomquist, vice president at RealtyTrac.  "But
dangerous foreclosure flare-ups are still popping up in states
where foreclosures have been delayed by a lengthy court process or
by new legislation making it more difficult to foreclose outside
of the court system.  Foreclosure starts have been steadily
building in those states over the last several months and likely
will end up as bank repossessions or short sales later this year.

"These new foreclosure hot spots include states like Washington,
where seven straight months of rising foreclosure activity pushed
the state's foreclosure rate to fifth highest nationwide -- the
highest it's ever been in our report -- and Maryland, where eight
straight months of rising foreclosure activity placed the state's
foreclosure rate among the top 10 nationwide for the first time
since July 2010," Mr. Blomquist noted.

High-level findings from the report:

        -- U.S. foreclosure starts increased 10 percent from the
previous month after three consecutive monthly decreases, but were
still down 25 percent from February 2012.

        -- Foreclosure starts increased from the previous month in
32 states and were up from a year ago in 16 states, including
Nevada (up 334 percent), Maryland (up 319 percent), Washington (up
172 percent), New York (up 139 percent), and New Jersey (up 70
percent).

        -- U.S. bank repossessions (REO) decreased 11 percent from
the previous month and were down 29 percent from February 2012 to
the lowest level since September 2007 -- a 65-month low.

        -- Bank repossessions decreased from the previous month in
32 states and were down from a year ago in 41 states, including
Oregon (down 78 percent), Massachusetts (down 69 percent), Nevada
(down 59 percent), Georgia (down 58 percent), and California (down
49 percent).

        -- Florida posted the nation's highest state foreclosure
rate for the sixth consecutive month in February, reporting one in
every 282 housing units with a foreclosure filing during the
month.

        -- Florida cities accounted for seven of the nation's 10
highest metro foreclosure rates in February, led by the Miami,
Orlando, Ocala, Tampa and Palm Bay metro areas in the top five
spots.

Florida's foreclosure rate ranked highest among the states for the
sixth month in a row in February.  One in every 282 Florida
housing units had a foreclosure filing during the month -- more
than three times the national average.  A total of 31,726 Florida
properties had a foreclosure filing during the month, up 6 percent
from the previous month and up 20 percent from February 2012 to a
16-month high.

Nevada foreclosure starts in February increased 334 percent from a
year ago to a 17-month high, keeping the state's foreclosure rate
as the second highest nationwide for the fifth month in a row.
One in every 320 Nevada housing units had a foreclosure filing in
February, more than twice the national average.

Despite the third straight month-over-month decrease in
foreclosure activity in February, Illinois posted the nation's
third highest state foreclosure rate for the second month in a
row: one in every 417 housing units with a foreclosure filing.  A
total of 12,671 Illinois properties had a foreclosure filing in
February, down 10 percent from the previous month and down 5
percent from February 2012.

Ohio foreclosure activity increased 26 percent from the previous
month and was up 12 percent from a year ago, boosting the state's
foreclosure rate to the fourth highest among the states.  Ohio
foreclosure activity has increased on an annual basis in 11 out of
the past 13 months.

Washington foreclosure activity increased on an annual basis for
the seventh consecutive month in February, helping to push the
state's foreclosure rate to fifth highest nationwide.  February's
No. 5 ranking was the highest foreclosure rate ranking for
Washington since RealtyTrac began issuing its report in January
2005.  A total of 4,362 Washington properties had a foreclosure
filing during the month, an increase of 123 percent from February
2012 and one in every 656 housing units.

Maryland foreclosure activity increased on an annual basis for the
eighth consecutive month in February, driven largely by a 319
percent jump in foreclosure starts, lifting the state's
foreclosure rate to the ninth highest nationwide.  February was
the first month since July 2010 that Maryland's foreclosure rate
ranked among the top 10 nationwide.

Foreclosure activity was flat or decreased from a year ago in the
other four states with foreclosure rates among the top 10: Arizona
at No. 6 (one in 704 housing units with a foreclosure filing);
Georgia at No. 7 (one in 705 housing units); Utah at No. 8 (one in
713 housing units); and Michigan at No. 10 (one in 724 housing
units).

Although California foreclosure starts rebounded 47 percent in
February from an 88-month low in January, overall foreclosure
activity in the state was down from a year ago for the 15th
straight month, dropping the foreclosure rate down to No. 13
nationwide.  February was the first month since December 2006
where the California foreclosure rate was not ranked among the top
10 state foreclosure rates nationwide.

Reporting one in every 219 housing units with a foreclosure filing
in February, the Miami metro area posted the nation's highest
foreclosure rate among metropolitan statistical areas with a
population of 200,000 or more.

Six other Florida metro areas documented foreclosure rates in the
top 10: Orlando at No. 2 (one in 225 housing units with a
foreclosure filing); Ocala at No. 3 (one in 243 housing units);
Tampa at No. 4 (one in 253 housing units); Palm Bay at No. 5 (one
in 260 housing units); Jacksonville at No. 8 (one in 302 housing
units); and Naples at No. 9 (one in 318 housing units).
Foreclosure activity increased from a year ago in all seven
Florida cities with top 10 metro foreclosure rates.

Other cities with foreclosure rates in the top 10 were Las Vegas
at No. 6 (one in 283 housing units); Rockford, Ill., at No. 7 (one
in 291 housing units); and Chicago at No. 10 (one in 331 housing
units).

Five cities posted annual increases in foreclosure activity among
the nation's 20 largest metropolitan areas in terms of population:
Baltimore (up 145 percent), Seattle (up 129 percent), New York (up
44 percent), Tampa (up 24 percent), and Miami (up 20 percent).

                      About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is a supplier of U.S.
real estate data, with more than 1.5 million active default,
foreclosure auction and bank-owned properties, and more than 1
million active for-sale listings on its website, which also
provides essential housing information for more than 100 million
homes nationwide.  This information includes property
characteristics, tax assessor records, bankruptcy status and sales
history, along with 20 categories of key housing-related facts
provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R).
RealtyTrac's foreclosure reports and other housing data are relied
on by the Federal Reserve, U.S. Treasury Department, HUD, numerous
state housing and banking departments, investment funds as well as
millions of real estate professionals and consumers, to help
evaluate housing trends and make informed decisions about real
estate.


* Total Leverage Finance, High Yield Issuance Hit Record Levels
---------------------------------------------------------------
Total leverage finance and high yield issuance have hit record
levels, but overall outstandings have hardly budged as the
principal drivers of supply have been repricings and
recapitalizations, according to the latest report of Morgan Joseph
TriArtisan LLC's newly renamed Recapitalization & Restructuring
Group (changed to reflect an expanding focus on debt placements).

James D. Decker, a Managing Director who heads the Group, points
out that demand is being spurred by new CLOs, legacy CLOs and
retail inflows.  However, he notes that in the absence of
meaningful M&A activity the market is being characterized by
increasing leverage, decreasing pricing and looser structure.

At the same time, the Report suggests that "overheating of the
high yield market could indeed lead to a bubble bursting."  This,
it contends, "would not be dissimilar to the 2007 loan market that
eventually choked on the volume of mega-LBOs."

The report states that while 2012 high yield issuance at $350
billion was nearly triple the trailing 12-year average, actual
yields were approximately half the 25 year average.  And while
noting that spreads at 591 bps closely approximate historical
averages, it observes that "it is debatable if high yield bonds
have ever been at more risk to rising rates."

In the circumstances, MJTA suggests as a possibility a rebalancing
of leveraged debt from bonds to loans that could possibly fuel a
further loan market rally.  Whether the result of an increasing
rate environment or higher defaults, "loans become more favorable
investments given their floating rates, greater seniority and
covenant protections."  The result could be a loan-from-bond
refinancing, which should drive even lower yields and looser
structures for leveraged loan borrowers, the Report states.

In other areas, the MJTA Recapitalization and Restructuring Report
observes:

-- Sun-setting CLOs are expected to increase from under $20
billion in 2012 to approximately $60 billion in 2013, despite
consensus forecasts of between $60 and $80 billion (up from $55
billion last year).  On a net basis, 2013 should actually be a
weaker year for CLO investment into leveraged loans, with spreads
nonetheless being pushed to new lows reflecting demand for yield
by retail and alternative investors.

-- Competition for Asset Based Loans remains fierce, with fourth
quarter average spreads pushed to new post financial crisis lows,
breaching the 200 bps mark for only the second time and hitting
that mark for the first time since the various European crises.
Lenders continue to show willingness to "stretch" against more
non-traditional collateral or even air balls, so long as the non-
collateral supported pieces is both a small percentage of the
overall facility and can be amortized quickly.

-- For middle market borrowers with a minimum EBITDA in the $15 to
$20 million range and strong operating trends, cash flow senior
lending has become generally available at leverage levels as high
as 3 to 4 times.  Borrowers with sub-$15 million EBITDA are seeing
new lenders enter the market, though the market is neither
consistent nor efficient.  Pricing can vary widely and terms often
depend on the type of lender and their funding as the credit
itself.

               About Morgan Joseph TriArtisan LLC

Morgan Joseph TriArtisan LLC -- http://www.mjta.com-- is an
investment bank engaged in providing financial advice, capital
raising and private equity investing.  The firm's services include
mergers, acquisitions and restructuring advice, in addition to
private placements and public offerings of equity and debt.


* Deloitte Names Sheila Smith Restructuring Services Leader
-----------------------------------------------------------
Sheila T. Smith, principal, Deloitte Financial Advisory Services
LLP (Deloitte FAS) has been named restructuring services leader
for the Americas region.  Ms. Smith is currently the co-leader of
Deloitte FAS' Corporate Restructuring Group in the U.S., a role
she will continue in addition to her expanded responsibilities.

"Our clients realize that huge cross-border opportunities exist in
South America, but those opportunities can also present distinct
and unexpected challenges.  We help our clients navigate those
challenges to first avoid and then correct the critical issues
they face.  Our global depth and breadth of technical and industry
experience allow us to bring the right resource to bear on a
troubled company situation, tailored to the specific marketplace
nuances, legal and regulatory frameworks where the company
resides," said Ms. Smith.

"Sheila is a seasoned, restructuring and bankruptcy professional
with more than 20 years of experience serving a host of clients
ranging from manufacturing and retail to distribution and
technology," said John Trinta, managing director, Deloitte
Americas LLC.  "She has been a driving force in the restructuring
practice in the Americas region, and I have no doubt that she will
build on our existing foundation to help us leap ahead in the
marketplace."

Ms. Smith was the first-ever New York Institute of Credit (NYIC)
Executive Woman of the Year recipient in 2008, as well as the
first Deloitte professional ever inducted into the American
College of Bankruptcy.  She has also received numerous industry
recognitions including the 2012 Turnaround Management
Association's Chairman's Award, a place on the 2010 Turnarounds &
Workouts-Top Restructuring People to Watch and the 2005 recipient
of the Outstanding Individual Contribution Award.

A resident of Boston, Ms. Smith earned a bachelor's and a master's
degree from the State University of New York at Buffalo, as well
as an MBA from Boston University.

           About Global Financial Advisory Services

Deloitte member firms provide the broadest range of advisory
services around M&A transactions, restructurings, raising capital,
and forensic investigations.  Its member firms also offer a number
of specialist multi-situational capabilities including business
modelling, PPP, and infrastructure advisory and valuations.
Its network comprises more than 9,000 financial advisory
professionals focused on providing high quality financial advice
and execution; delivering integrated solutions to clients ranging
from multinational corporates and sovereign wealth funds to
private equity, owner-managed businesses, creditors, shareholders,
and government institutions.


* WT Lee & Associates Says Foreclosure Settlement Insufficient
--------------------------------------------------------------
A recent foreclosure settlement between banks and homeowners
resulted in $9.3 billion going to the homeowners -- but according
to the lawyers at WT Lee & Associates, this arrangement may be
more advantageous to the banks than to the homeowners themselves.
To illustrate their point, the firm points to a recent Bloomberg
Businessweek report, which makes similar observations.  According
to the report, the results of the settlement may ultimately be
insufficient to truly aid homeowners.  WT Lee & Associates has
issued a new statement to the press, commenting on the article and
on the settlement itself.

The case itself began in 2011, when the Office of the Comptroller
of the Currency signed consent decrees with some of the nation's
largest banks, ordering them to review their foreclosures and to
compensate homeowners for any mistakes that were uncovered.
According to Businessweek, however, the case ultimately glossed
over many of these crucial errors and foreclosure flaws.  Though
the OCC claimed that the process revealed relatively few errors on
the part of the banks, independent reporting from The Wall Street
Journal revealed that, at some banks, error rates topped 20
percent.

Businessweek continues by reporting that, just last week, the OCC
releases the full details of the settlement -- and that some of
the details suggest that the settlement has been "watered down" to
protect the banks and to harm homeowners.  This finding has won a
comment from WT Lee & Associates.

"As could be expected, the new $9.3 billion settlement benefits
the banks more than the homeowners," says the new press statement
from WT Lee & Associates.  "The banks being allowed to count
$10,000 of assistance to the homeowner as $100,000 towards the
settlement is an outrage."

Despite the disappointing results of the settlement, the firm
continues by noting that there is still hope for homeowners
seeking assistance or compensation.  "Despite the banks attempting
to bypass the agreements they have made to provide homeowners
help, WT Lee & Associates will continue to fight to get our
clients the modifications they deserve," the firm concludes.

The legal team at WT Lee & Associates offers services to clients
around the country, including representation in bankruptcy cases
and in foreclosure litigation.  However, the firm's true mission
is to help homeowners and their families avert foreclosure.  As
such, WT Lee & Associates emphasizes its consultation and
representation services in home loan modification.

WT Lee & Associates is a law firm that strives to help homeowners
remain in their homes, even during periods of financial crisis.
The firm offers a number of foreclosure prevention services,
including guidance through the loan modification process.
Additionally, WT Lee & Associates provides services in real estate
litigation, in bankruptcy law, and in upholding the rights
extended through the Fair Credit Reporting Act and the Fair Debt
Collection Practices Act.


* BOOK REVIEW: The Oil Business in Latin America: The Early Years
-----------------------------------------------------------------
Author:     John D. Wirth, Ed.
Publisher:  Beard Books
Paperback:  322 pp. (Reprint)
List price: US$34.95
Buy a copy for yourself and one for a colleague on-line at
http://www.beardbooks.com/beardbooks/oil_business_in_latin_america.html

Review by Gail Owens Hoelscher

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the state-
owned petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as
follows:

     * Jersey Standard and the Politics of Latin American Oil
          Production, 1911-30 (Jonathan C. Brown)

     * YPF: The Formative Years of Latin America's Pioneer State
          Oil Company, 1922-39 (Carl E. Solberg)

     * Setting the Brazilian Agenda, 1936-39 (John Wirth)

     * Pemex: The Trajectory of National Oil Policy (Esperanza
          Duran)

     * The Politics of Energy in Venezuela (Edwin Lieuwen)

     * The State Companies: A Public Policy Perspective (Alfred
          H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor
relations.

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."

Jonh D. Wirth is Gildred Professor of Latin American Studies at
Standford University.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
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Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
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