TCR_Public/130318.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 18, 2013, Vol. 17, No. 76

                            Headlines

1220 SOUTH OCEAN: Court Approves Hiring of Rappaport as Counsel
250 AZ: Court Permits Hiring of Breen Olson as Attorneys
710 LONG RIDGE: U.S. Trustee to Appoint Patient Care Ombudsman
710 LONG RIDGE: Taps Coles Schotz as Counsel & Alvarez as Advisor
A123 SYSTEMS: Judge Says Creditors Can Vote on Liquidation Plan

A123 SYSTEMS: Fisker in Talks With New Owner for Battery Contract
A1A GOLD: Case Summary & 5 Unsecured Creditors
ABUNDANT LIFE: Case Summary & 20 Largest Unsecured Creditors
ACME ACRES: Case Summary & Top Unsecured Creditors
ADAMS PRODUCE: Court Okays Hiring of Dent Baker as Accountant

ADVANCED INTERACTIVE: Ends Up in Chapter 7 Liquidation
AHERN RENTALS: To Pay Fees for Attracting Exit Lenders
ALCO CORP: Wins Confirmation of Amended Reorganization Plan
ALAN MURRAY: Court Cuts Committee Counsel's Fee to $6,000
ALETHEIA RESEARCH: Court Okays Greenberg Glusker as Counsel

ALETHEIA RESEARCH: Court Okays Avant Advisory as Financial Advisor
ALETHEIA RESEARCH: Jeffrey Golden Appointed as Chapter 11 Trustee
ALETHEIA RESEARCH: U.S. Trustee Forms 3-Member Committee
ALETHEIA RESEARCH: Files Schedules of Assets and Liabilities
ALPHA PARTNERS: Taps Alan B. Rich as Special Litigation Counsel

AMEREN CORP: S&P Affirms 'CCC+' Corporate Credit Rating
AMEREN ENERGY: Poor Performance Prompts Moody's to Cut CFR to B3
AMERICAN AIRLINES: AMR's Republic Deal Approved
AMERICAN AIRLINES: Seeks Last Exclusivity Expansion
AMERIGAS PARTNERS: Fitch Affirms 'BB' Issuer Default Ratings

AMERICAN SUZUKI: Prudential California's Broker Services
ARCAPITA BANK: Seeking Additional Agreements to Accompany Plan
ASBURY AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB'
ATARI INC: Game-Maker Gets Final $15 Million Loan Approval
ATARI INC: Taps Akin Gump, BMC, Hunton, Perella & Protiviti Firms

ATARI INC: Committee Hires Cooley as Counsel & Duff as Advisor
BASIN STREET: Illinois Court Junks Suit on Plan Conspiracy Charges
BEALL CORP: Seeks Court Okay to Hire Eide Bailly as Accountants
BENADA ALUMINUM: Court OKs Committee Hiring of Deloitte Financial
BERNARD L. MADOFF: Customers In Line for Add'l $505MM Distribution

BERNARD L. MADOFF: Swaps Not Completely Protected, Rakoff Rules
BRIER CREEK: Court Okays Hiring of Grant Thornton as Accountants
CANYONS AT DEBEQUE: Hires Fairfield and Woods as Mediator
CARL'S PATIO: Taps CBIZ Accounting, Cross Simon, Platzer Swergold
CARY CREEK: Wins Court's Interim Approval of DIP Financing

CASCADE AG: Committee Can Retain Schwabe Williamson as Counsel
CBS I: Court Approves Hiring of Kenneth Funsten as Expert Witness
CEDAR ARCH: Case Summary & 20 Largest Unsecured Creditors
CENTENNIAL BEVERAGE: Court Okays Hiring of Haynes & Boone
CENTENNIAL BEVERAGE: Court OKs Hiring of Hank Dickerson as Broker

CENTENNIAL BEVERAGE: Court Approves RGS LLC as Financial Advisor
CENTURYLINK INC: Moody's Cuts Debt Rating to Ba2; Assigns Ba1 CFR
CHARLES GLUTH: Case Summary & 20 Largest Unsecured Creditors
COLLECTIVE BRANDS: Loan Increase Cues Moody's to Cut Rating to B2
DEX MEDIA WEST: Bank Debt Trades at 24% Off in Secondary Market

DETROIT, MI: Jones Day Lawyer to Lead Detroit Restructuring
DOUGLAS DYNAMICS: Moody's Retains B1 CFR and Senior Loan Ratings
EDUCATION HOLDINGS: Prepackaged Plan Declared Effective
ERNESTO PEREZ: Ex-Wife's Bid to Dismiss Case Partially Denied
EXETER HOLDING: State Court to Hear Suits v. First American et al

EXPERT GLOBAL: S&P Puts B Issuer Credit Rating on CreditWatch Neg
FKF 3 LLC: Default Judgment Entered in Clawback Suits
FERRAIOLO CONSTRUCTION: Voluntary Chapter 11 Case Summary
FIBERTOWER CORP: Keeps Chapter 11 Control Amid Wind-Down
GF 5001: Case Summary & 9 Largest Unsecured Creditors

GILBERT AUTO: Case Summary & 20 Largest Unsecured Creditors
GLATFELTER COMPANY: Dresden Papier Purchase is Credit Positive
GULF FLEET: Trustee Gets Favorable Ruling in Suit vs. Triple "C"
HARSCO CORP: Moody's Cuts Senior Unsecured Debt Rating to 'Ba1'
HAVRE AERIE: Groven's $290,700 Judgment Lien Avoidable

HERTZ CORP: Moody's Rates New $250 Million Senior Notes 'B2'
HERTZ CORP: S&P Assigns 'B' Rating to $250MM Sr. Unsecured Notes
HORNBECK OFFSHORE: Moody's Assigns Ba3 Rating to New Notes Issue
HORNBECK OFFSHORE: S&P Rates $450MM Senior Unsecured Notes 'BB-'
HOSTESS BRANDS: Bakery Union Objects to Job Losses From Strike

INDIA STREET: Case Summary & 3 Unsecured Creditors
INFOLINK GROUP: Dist. Court Says Plan Order Binding on Prontocom
ISOLA USA: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg.
JDS HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
JEAD AUTO: Voluntary Chapter 11 Case Summary

JILL HOLDINGS: S&P Revises Outlook to Positive & Affirms 'B-' CCR
K-V PHARMACEUTICAL: Renews Fight with FDA Over Drug
KEVEN McKENNA: $2,000 Judgment for Ex-Paralegal Affirmed
LEGENDS GAMING: Wants to Take Chickasaw Tribe's $6.25 Million
LEROY BYRD: Abandons Stake in Idaho Property Under Confirmed Plan

LIFECARE HOLDINGS: IRS Wants Cash for Tax Claim After Auction
LOMBARDI AND LOMBARDI: Voluntary Chapter 11 Case Summary
LON MORRIS: Cleans Up Mistakes, Sells Mineral Rights
LUCILLE INC: Case Summary & 3 Unsecured Creditors
MERRILL CORP: S&P Raises CCR to 'B-' & Rates $30MM Facility 'B+'

MF GLOBAL: To Circulate Supplemental Disclosure Materials
NATIONAL CENTURY: Credit Suisse to Pay $400M to End Fraud Suits
NATURAL PORK: Taps Bose McKinney as Indiana Real Estate Counsel
NATURAL PORK: Has Court Okay to Hire Frost PLLC as Tax Accountants
NATURAL PORK: Court Okays Variant Capital as Investment Banker

OASIS OIL: Case Summary & Top Unsecured Creditors
OMTRON USA: Can Hire BrightFields as Environmental Consultant
OMTRON USA: Court Extends Plan Filing Period Until June 10
OMTRON USA: Has Court's Nod to Hire Mentor Group as Appraiser
OMTRON USA: Committee Can Hire Womble Carlyle as Bankr. Counsel

ORBITZ WORLDWIDE: Moody's Assigns 'B2' Rating to $450MM Bank Debt
ORMET CORP: $90-Mil. DIP Financing Slammed By PBGC, Creditors
PACIFIC RUBIALES: Moody's Rates New US$1-Bil. Notes Offer 'Ba2'
PATRIOT COAL: Files Motion to Reject CBAs With UMMA
PEAK RESORTS: Can Use Rossignol Ski Cash Collateral

PEAK RESORTS: Can Obtain $2-Mil. of Financing
PULSE ELECTRONICS: Has Forbearance Agreement With Oaktree
QUALTEQ INC: Creditors Begin Voting on Full-Payment Plan
REGEN BIOLOGIC: FDA Says It Caved to Politics In Clearing Implant
RESIDENTIAL CAPITAL: Fed, Ally Balk at Bid to End Consent Decree

RESIDENTIAL CAPITAL: Ally Objects to Changes to Protective Order
RESTAURANT HOLDING: Moody's Changes Ratings Outlook to Negative
REVEL AC: Casino to File Prepackaged Chapter 11 March 22
RG STEEL: Sues 34 Companies to Seek Payment of More Than $2.5-Mil.
RHYTHM AND HUES: Court Approves JS-Led Auction on March 27

RHYTHM AND HUES: Gets Final Nod for Fox & Universal DIP Financing
RHYTHM AND HUES: Can Hire Houlihan Lokey as Investment Banker
ROTHSTEIN ROSENFELDT: Ponzi Victims Slam $72M Ch. 11 TD Bank Deal
S & S FOOD: Former Officer's Debt Not Dischargeable
SABRA HEALTH: Proposed $50MM Stock Issue Gets Moody's B3 Rating

SABRA HEALTH: S&P Assigns 'CCC+' Rating to $50MM Series A Shares
SENTINEL MANAGEMENT: Allocation of Settlement Proceeds Upheld
SK FOODS: Court Denies Motion for Rehearing in "Nageley" Suit
SMART TECHNOLOGIES: High Business Risk Prompts Moody's 'Caa1' CFR
SMART TECHNOLOGIES: S&P Assigns 'B' CCR; Outlook Stable

SRAM LLC: Moody's Assigns B1 Rating to US$725MM Sr. Debt Facility
SRAM LLC: S&P Assigns 'BB-' Rating to $725MM Sr. Secured Facility
SUNTECH POWER: Maxim Predicts "Likely" Default, Bankruptcy
SUNTECH POWER: Misses Payment on 3% Convertible Senior Notes
T SORRENTO: Stays in Ch 11; Must File & Confirm Plan by May 8

TG INVESTMENT: Case Summary & 2 Unsecured Creditors
THOR INDUSTRIES: Tennessee State Bank Supplements Stay Motion
TRIANGLE MAINTENANCE: Ct. Sides With Defendant in Suit vs. Liberty
TRIBUNE CO: Trustee Wins Control of $46MM Clawback Suits
TRINITY COAL: Seeks Exemption From Mining Regulations

TWIN RIVER: Moody's Rates New US$285MM Senior Bank Facility 'B1'
TWIN RIVER: S&P Affirms 'BB-' CCR & Rates $285MM Facility 'BB-'
UNITED AIRLINES: Ch. 11 Bars DHL Antitrust Suit, 2nd Circ. Told
US BENTONITE: Voluntary Chapter 11 Case Summary
USA COMMERCIAL: Deloitte Liable for Execs' Fraud, 9th Circ. Told

VAUGHAN CO: Court Narrows Claims in Trustee's Suit vs. Wilson
VITRO SAB: Settlement With Bondholders Approved in Dallas
VWR FUNDING: Moody's Alters Outlook on 'B3' CFR to Stable
WILLIAMS LOVE: Settles Pfizer Case, Pays Bills & Emerges Ch. 11

* DSH Payment Reductions Pose Challenges to States and Hospitals
* Fraudulently Transferred Property Isn't Estate Property
* Student Loan Guarantee Amounts to Separate Obligation

* Valuation Date for Lien Strip Off Is Petition Date
* Oversight of Student Loan Servicers to be Increased
* Senate Says JPMorgan Misled Regulators and Investors

* Fed Cites Weakness in Capital Reserves at Goldman, JPMorgan Hit
* 11th Cir. Appoints Cynthia Jackson as M.D. Fla. Bankruptcy Judge

* BOND PRICING: For Week From March 11 to 15, 2013

                            *********

1220 SOUTH OCEAN: Court Approves Hiring of Rappaport as Counsel
---------------------------------------------------------------
1220 South Ocean Boulevard LLC, obtained formal Court approval of
Kenneth S. Rappaport, Esq., and the law firm of Rappaport Osborne
& Rappaport, PL, as its counsel, nunc pro tunc to Sept. 21, 2012

The Debtor turns to Rappaport to, among other things, represent
the Debtor in negotiation with its creditors in the preparation
of a plan.  Mr. Rappaport, Esq., attested that his firm is
disinterested as required by 11 U.S.C. Sec. 327(a).

                 About 1220 South Ocean Boulevard

1220 South Ocean Boulevard, LLC, filed a bare-bones Chapter 11
petition (Bankr. S.D. Fla. Case No. 12-32609) in its home-town in
West Palm Beach, Florida.  The Debtor disclosed $74 million in
total assets and $41.5 million in liabilities as of Sept. 7, 2012.

1220 South Ocean is a resort located in Palm Beach.  Owned by real
estate developer Dan Swanson, president of Addison Development,
1220 South Ocean sits on 2.5 private and secure acres of land, has
20,000 square feet of living plus an additional 7,000 square feet
of loggias, garages & guest house.  The resort is located four
miles to Palm Beach International Airport.  Mr. Swanson other
developments include the Phipps Estates in Palm Beach and Addison
Estates at the Boca Hotel.

Judge Erik P. Kimball oversees the case.  Kenneth S. Rappaport,
Esq., in Boca Raton, Florida, serves as counsel to the Debtor.


250 AZ: Court Permits Hiring of Breen Olson as Attorneys
--------------------------------------------------------
250 AZ, LLC, obtained court approval to employ Breen, Olson &
Trenton, LLP, as its attorneys.

As reported by the Troubled Company Reporter on Feb. 1, 2013, the
Debtor selected BO&T because BO&T has substantial experience in
matters relating to insolvency, reorganization and bankruptcy law.

The firm's hourly rates are:

      Attorneys                     $350
      Paralegals                    $150
      Law Clerk/Bookkeeper       $50 to $150

Prepetition, BO&T did extensive work for the Debtor to identify
potential capital sources for the multiple LLC's that were owners
of the 250 East Fifth Street Building an in "rolling up" those
interests into 250 AZ LLC.  The firm was paid $342,927 for legal
services incurred for the various members of the Debtor.

BO&T said it has no connection with any other parties-in-interest
or their respective attorneys in this proceeding, which would
create a disqualification or conflict of interest.

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.

In its schedules, the Debtor disclosed $25 million in assets and
$70.8 million in liabilities.  250 AZ owns an 84.70818% tenant in
common interest in a 29-story office building located at 250 East
Fifth Street, in Cincinnati, Ohio.

Breen Olson & Trenton, LLP, serves as counsel to the Debtor.


710 LONG RIDGE: U.S. Trustee to Appoint Patient Care Ombudsman
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
designated the bankruptcy cases of 710 Long Ridge Road Operating
Company II, LLC, and its affiliates as a health care business case
within the meaning of Section 101(27A) of the Bankruptcy Code.

The U.S. Trustee will appoint a patient care ombudsman in
accordance with Section 333 of the Bankruptcy Code.

                       About 710 Long Ridge

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.

710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to
modify their collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serves as counsel to the Debtors.  Logan & Company, Inc.
is the claims and notice agent.  Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.


710 LONG RIDGE: Taps Coles Schotz as Counsel & Alvarez as Advisor
-----------------------------------------------------------------
710 Long Ridge Road Operating Company II, LLC, and its affiliates
are seeking to employ Cole, Schotz, Meisel, Forman & Leonard,
P.A., as their general bankruptcy counsel; and Alvarez & Marsal
Healthcare Industry Group, LLC, as their financial advisors.

Cole Schotz, among others, will advise the Debtors of their
rights, powers and duties as debtors-in-possession; advise the
Debtors in the negotiation with respect to use of cash collateral
and DIP financing; advise and prepare various pleadings &
responses to be filed in the Chapter 11 cases; and help the
Debtors in formulating, negotiating and promulgating a Chapter 11
plan.

Cole Schotz has a bankruptcy retainer of $286,005, which will be
held to secure payment of the firm's allowed postpetition fees and
expenses and applied to the firm's final invoice and fee
application approved by the Court.

A&M, among others, will assist the Debtors in the evaluation of
and feedback on management's rolling 13-week cash flow forecast;
assist in monthly operating reports; and assist in preparing
statements of financial affairs and schedules of liabilities.

A&M's hourly rates are:

     Managing Directors      $650 - 850
     Directors               $450 - 650
     Analysts/Associates     $250 - 450

A&M will receive a $125,000 monthly fee.

Both firms have assured the Court that they are "disinterested
persons" as defined in the Bankruptcy Code.

                       About 710 Long Ridge

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.

710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to
modify their collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors.  Logan & Company, Inc.
is the claims and notice agent.  Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.


A123 SYSTEMS: Judge Says Creditors Can Vote on Liquidation Plan
---------------------------------------------------------------
Michael Bathon, writing for Bloomberg News, reported that A123
Systems Inc. (AONEQ), the bankrupt former electric-car battery
maker, won court approval to seek votes from creditors on its
repayment plan.

U.S. Bankruptcy Judge Kevin Carey approved A123's disclosure
statement, an outline of its liquidation plan used by creditors to
decide whether to vote for or against the plan, the Bloomberg
report said, citing court documents filed in Wilmington, Delaware.

The company will seek court approval of the plan that distributes
the proceeds from selling off substantially all of its assets at a
hearing scheduled for April 30, court papers show, Bloomberg said.

Bloomberg related that A123 got court approval Dec. 11 to sell the
majority of its assets to the U.S. unit of Wanxiang Group Co.,
China's biggest auto-parts maker. Wanxiang America Corp. acquired
substantially all of A123's automotive, grid and commercial
business assets for about $256.6 million. The deal received
approval from the Committee on Foreign Investment in the U.S. on
Jan. 29.  CFIUS, as it is known, is a federal interagency group
led by the Treasury Department that reviewed the sale after
members of Congress expressed national security concerns over
allowing a foreign competitor to obtain the technology developed
with government backing.

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.
An amended Plan slashed the projected returns for unsecured
creditors to 32.7%, down from 65%.

                        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 SYSTEMS: Fisker in Talks With New Owner for Battery Contract
-----------------------------------------------------------------
Patrick Fitzgerald at Daily Bankruptcy Review reports Fisker
Automotive Inc., the struggling maker of $100,000 sports cars
powered by lithium ion batteries, is in talks with A123 Systems'
new owner on a revamped battery-supply deal while sparring with
the part of the battery maker's estate left behind in bankruptcy.

                      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.


A1A GOLD: Case Summary & 5 Unsecured Creditors
----------------------------------------------
Debtor: A1A Gold, Inc.
          dba A1A Liquors & Gas
              A1A Express
        586 Timber Trace Court
        Orange Park, FL 32073

Bankruptcy Case No.: 13-01529

Chapter 11 Petition Date: March 14, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Jason A. Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  118 West Adams Street, Suite 900
                  Jacksonville, FL 32202
                  Tel: (904) 354-5065
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $1,800,000

Scheduled Liabilities: $2,099,615

A copy of the Company's list of its five largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/flmb13-01529.pdf

The petition was signed by Bhavesh Patel, president.


ABUNDANT LIFE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Abundant Life Trust
        5077-109 Fruitville Road, #133
        Sarasota, FL 34232

Bankruptcy Case No.: 3-03221

Chapter 11 Petition Date: March 14, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Miriam L. Sumpter Richard, Esq.
                  FRESH START LAW FIRM, INC.
                  505 East Jackson Street, Suite 303
                  Tampa, FL 33602
                  Tel: (813) 387-7724
                  Fax: (813) 387-7727
                  E-mail: miriam@freshstartlawfirm.com

Scheduled Assets: $3,850,003

Scheduled Liabilities: $8,732,770

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/flmb13-03221.pdf

The petition was signed by Aleksandr Filipskiy, co-trustee.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Keeping Kids in Their Home
  Foundation Corp.                    13-00433            01/15/13


ACME ACRES: Case Summary & Top Unsecured Creditors
--------------------------------------------------
Debtor: Acme Acres, LLC
        7811 Chubb Road
        Northville, MI 48168

Bankruptcy Case No.: 13-45044

Chapter 11 Petition Date: March 14, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtors' Counsel: John J. Stockdale, Jr., Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward, Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  E-mail: jstockdale@schaferandweiner.com

                         - and ?

                  Michael E. Baum, Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  E-mail: mbaum@schaferandweiner.com

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

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

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
C&R Leasing Group, LLC                  13-45045
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
Jackie's Transport, Inc.                13-45047
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
Northville Stock Yard, LLC              13-45048
  Assets: $100,001 to $500,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Michael Bates, member.

A. A copy of Acme Acres' list of its two largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/mieb13-45044.pdf

B. A copy of C&R Leasing Group's list of its two largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/mieb13-45045.pdf

C. A copy of Jackie's Transport's list of its 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/mieb13-45047.pdf

D. A copy of Northville Stock Yard's list of its two largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/mieb13-45048.pdf

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Michael G. Bates                      12-66229            11/30/12


ADAMS PRODUCE: Court Okays Hiring of Dent Baker as Accountant
-------------------------------------------------------------
Adams Produce Company, LLC, et al., obtained the U.S. Bankruptcy
Court for the Northern District of Alabama's permission to employ
Dent, Baker & Company, LLP, as their accountant to analyze and
prepare their 2011 and 2012 income tax returns and state franchise
tax returns.

The Troubled Company Reporter reported on Feb. 19, 2013, that the
Debtors had requested that Dent Baker not be required to file an
application for compensation and reimbursement of expenses,
provided that Dent Baker's fees and expenses do not exceed
$30,000.  In the event the fees exceed $30,000, Dent Baker will be
required to file an application for compensation and reimbursement
of expenses.  The Debtors will compensate Dent Baker on an hourly
basis.  To the best of the Debtors' knowledge, Dent Baker is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce disclosed $19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.  The Debtors owe PNC Bank, National
Association, $750,000 under a term loan, $1.35 million under a
real estate loan, and $3.4 million under a revolver.  The Debtors
are also indebted $2 million under promissory notes.  Adams owes
$4.4 million in accounts payable to trade and other creditors, and
$10.2 million to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.  Brian R. Walding, Esq., at
Walding LLC, in Birmingham, Alabama, represents the Ad Hoc
Committee of Non-Insider Employees as counsel.  The Bankruptcy
Administrator said that it is not feasible to form a committee of
unsecured creditors in the Debtor's case in view of the fact that
an insufficient number of unsecured creditors were willing to
serve.


ADVANCED INTERACTIVE: Ends Up in Chapter 7 Liquidation
------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Advanced Interactive
Systems Inc., a provider of high-tech training systems for law
enforcement and the military, filed for Chapter 7 in Delaware
bankruptcy court on Thursday as it prepares to be liquidated.

The report said the Seattle-based company, whose products included
weapons-training systems and modular firing ranges, listed assets
of about $24.2 million against debts of nearly $72.7 million,
according to court documents signed by Chief Financial Officer
Michael John Allen.

AIS did not provide any explanation for its descent into Chapter
7, according to BLaw360.


AHERN RENTALS: To Pay Fees for Attracting Exit Lenders
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that second-lien lenders won't be taking over Ahern
Rentals Inc. by default.  The closely owned equipment-rental
company is going to bankruptcy court for permission to pay fees to
prospective lenders for attempting to arrange more than
$340 million in loans to finance an exit from bankruptcy
reorganization.

The report recounts that in December the bankruptcy judge in Reno,
Nevada, ended Ahern's exclusive right to propose a plan, saying
the company failed to negotiate in good faith after a year in
Chapter 11.  The lenders responded in February by filing a plan of
their own to compete with Ahern's reorganization proposal.

According to the report, on March 13, Ahern filed papers seeking
permission to pay Barclays Plc and Jefferies Finance LLC $100,000
toward expenses in investigating the possibility of being so-
called exit lenders.  In addition, Ahern needs a minimum of
$200,000 for the lenders' lawyers.

Ahern wants the bankruptcy judge to consider the request at a
March 19 hearing.  The lenders' plan pays all creditors in full
other than the $267.7 million in second-lien debt that converts to
equity.  Ahern's plan also says creditors will be fully paid.

The $236.7 million in principal amount of 9.25% second-lien notes
last traded on Feb. 27 for 71 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The notes have more than tripled in price
since December 2011.

                        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.


ALCO CORP: Wins Confirmation of Amended Reorganization Plan
-----------------------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico issued an opinion and order on March 11,
2013, confirming the Amended Chapter 11 Plan of Reorganization
filed by Alco Corporation.

The Court finds that the Plan sets forth realistic and attainable
goals and is not part of a visionary scheme to take advantage of
the reorganization process.  Management has taken the necessary
measures to implement its new business strategy and is capable of
performing its duties under the Amended Plan, Judge Flores held.

The Court overruled the objection to confirmation filed by
Betteroads Asphalt Corporation, Petroleum and Emulsion
Manufacturing Corporation, and Betterecycling Corporation. The
Court further denied the Betteroads Group's request to convert the
case to Chapter 7.

The Betteroads Group had argued the Debtor is administratively
insolvent and will be unable to pay administrative expenses upon
the effective date of the Amended Plan.

The Plan considers the full payment of all administrative, secured
creditors and priority claims and a 50% dividend to the general
unsecured creditors on monthly installments within 5 years from
the effective date.

A copy of the Bankruptcy Court's March 11, 2013 Opinion and Order
is available at http://is.gd/Q1uMZRfrom Leagle.com.

                       About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., and C. Conde & Associates represent
the Debtor in its restructuring effort.  Alco tapped Jimenez
Vasquez & Associates, PSC, as accountants.  The Debtor scheduled
$11.2 million in assets and $7.76 million in debts.  The petition
was signed by Alfonso Rodriguez, president.


ALAN MURRAY: Court Cuts Committee Counsel's Fee to $6,000
---------------------------------------------------------
Casey White, Esq., was an attorney duly appointed to represent the
Creditors' Committee in the Chapter 11 case of Alan and Elizabeth
Murray.  She served as its counsel for a little over a month,
during which time she conducted a deposition of the Murrays and
prepared opposition to the Murrays' proposed Chapter 11 plan.  She
now seeks as compensation $8,126.25 in fees and $1,425.50 in
expenses.

Citing not a single statute, case, rule or authority, the Murrays
filed an 8-page opposition to the application, arguing that the
Creditors' Committee was improperly constituted, its members were
bent on destroying the Murrays, and that Ms. White acted in
furtherance of their desires instead of taking actions more in
keeping with the best interests of general unsecured creditors.

"Factually, most of the allegations made by the Murrays are true.
The Committee was improperly constituted, and was motivated by
interests not consistent with general unsecured creditors. It
eventually dissolved after the court estimated the disputed claims
of most of its members at zero and one member of the Committee
broke ranks and supported the plan. However, White played no role
in constituting the Committee and took action as instructed until
the Committee was dissolved. The Murrays make no supported legal
argument as to why these facts result in White being
uncompensated, leaving it up to the court to identify the
applicable law," said Bankruptcy Judge Alan Jaroslovsky.

Judge Jaroslovsky noted that when a professional employed by a
creditor without an order of the court seeks compensation from the
bankruptcy estate, the professional must make the showings
required by Sec. 503(b) of the Bankruptcy Code, including benefit
to the estate.  There is no such requirement for counsel for a
Creditors' Committee duly appointed under Sec. 1103. Such a
professional need only show, pursuant to Sec. 330(a)(1)(a), only
reasonable fees for actual and necessary services rendered.

The judge noted that Section 330(a)(3)(C), not cited by the
Murrays, does require the court to consider, among six other
factors, whether the services "were necessary to the
administration of, or beneficial at the time at which the service
was rendered toward the completion of" the case. However, this
requirement must be interpreted in the light of the special
circumstances of a committee counsel.

According to Judge Jaroslovsky, "White has not met her burden of
showing that all of her services benefitted the unsecured
creditors. While much of her work, especially in deposing the
Murrays, was clearly necessary and beneficial to unsecured
creditors, her action in filing opposition to the Murrays' plan
can only be characterized as furtherance of the vendettas of the
individual committee members and not in the best interests of
general unsecured creditors. Her primary argument advanced only
the position of the majority of the committee members, that the
plan improperly modified their rights as tenants, and was
completely at odds with the best interests of general unsecured
creditors. The rest of her arguments constituted only a mud-on-
the-wall attempt to defeat the plan, not a measured response to
the plan and a good faith attempt to improve it for the benefit of
the Committee's proper constituency. The court cannot allow
compensation from the estate for this improvidently-made
objection."

"The court has identified about $3,500.00 in fees and expenses in
White's application as being related to the preparation and
prosecution of the objection to confirmation. Section 330 allows
the court to reduce the fees of a committee counsel to the extent
that services rendered did not benefit the committee's
constituency. . . .  The court finds that it is appropriate to
reduce White's compensation in this case.

"Taking all of the factors into consideration, the court finds
that White should not be compensated for services and expenses
related to the objection to confirmation and that $6,000.00 is a
fair and reasonable allowance for her compensable services.  The
court makes no finding that White acted improperly, but does find
that her fees and expenses related to the objection to the plan
were not in furtherance of the interests of the general unsecured
creditors and therefore should not be paid by the estate."

The Murrays' objection to Ms. White's application for compensation
will be sustained in part and overruled in part, and Ms. White
will receive total compensation of $6,000.00 for her services and
expenses as counsel for the Creditors' Committee.

A copy of the Court's March 13, 2013 Memorandum is available at
http://is.gd/N7eIagfrom Leagle.com.

Alan and Elizabeth Murray filed a joint Chapter 11 bankruptcy
petition (Bankr. N.D. Cal. Case No. 11-10535) on Feb. 15, 2011.
Bankruptcy Judge Alan Jaroslovsky, who oversees the case,
confirmed the Murrays' Chapter 11 plan of reorganization in an
order dated Dec. 3, 2012.  At one time, the U.S. Trustee and the
official committee of unsecured creditors filed objections to the
Plan.  The U.S. Trustee later withdraw his objection and the
Creditors' Committee was dissolved.


ALETHEIA RESEARCH: Court Okays Greenberg Glusker as Counsel
-----------------------------------------------------------
Aletheia Research And Management, Inc., obtained permission from
the U.S. Bankruptcy Court for the Central District of California
to employ Greenberg Glusker Fields Claman & Machtinger LLP as
general bankruptcy counsel, effective as of and retroactive to
Nov. 11, 2012.

As reported by the Troubled Company Reporter on Jan. 11, 2013,
Greenberg Glusker will, among other things, assist with its
operations as debtor and debtor-in-possession, including the
filings to be made in conjunction therewith and the gathering and
reporting of information related to the Debtor's assets,
liabilities and financial condition at these hourly rates:

      Brian L. Davidoff, Attorney       $590
      Jeffrey A. Krieger, Attorney      $475
      Benjamin Alexander, Attorney      $440
      Amber M. Burroff, Attorney        $290
      Sofia M. Aguilar, Attorney        $275
      Kaitlin J. Woodson, Paralegal      $70

Brian L. Davidoff, Esq., a partner at Greenberg Glusker, attests
to the Court that the firm does not hold or represent any interest
adverse to the Debtor's estates, and is "disinterested" as that
term is defined in 11 U.S.C. Sec. 101(14).

                     About Aletheia Research

Aletheia Research and Management, Inc., filed a bare-bones
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-47718) on
Nov. 11, 2012.  Attorneys at Greenberg Glusker represent the
Debtor.  Avant Advisory Group, LLC, is the financial advisor.  The
board voted in favor of a bankruptcy filing due to the Company's
financial situation and ongoing litigation.

According to the list of top largest unsecured creditors, Proctor
Investments has unliquidated and disputed claims of $16 million on
account of pending litigation.  An official committee of unsecured
creditors was appointed in December 2012.  The Committee is
represented by Pachulski Stang Ziehl & Jones LLP while Brandlin &
Associates provides financial advisory services.

Jeffrey I. Golden was appointed as Chapter 11 Trustee in January
2013.  Baker & Hostetler LLP is the Trustee's special counsel and
Ernst & Young LLP is his advisory services provider.


ALETHEIA RESEARCH: Court Okays Avant Advisory as Financial Advisor
------------------------------------------------------------------
Aletheia Research And Management, Inc., obtained authorization
from the U.S. Bankruptcy Court for the Central District of
California to employ Avant Advisory Group, LLC, as financial
advisor, effective as of and retroactive to Nov. 14, 2012.

As reported by the Troubled Company Reporter on Jan. 11, 2013,
Avant Advisory will, among other things:

   a. investigate the assets of the estate;

   b. prepare the required Schedules of Assets and Liabilities
      and Statement of Financial Affairs, and report to the
      Court and to the U.S. Trustee;

   c. assist with a potential sale of assets;

   d. investigate and evaluate claims against the estate; and

   e. assist with the prosecution of claims against various
      third parties and any other matters relevant to the case
      and litigation in which the estate may be involved.

Avant Advisory will be paid at these hourly rates:

         Michael M. Ozawa                    $495
         Matthew Sedigh                      $325
         Kathryn Tran                        $250
         Managing Directors               $395 to $495
         Principal Consultants            $295 to $395
         Consultants                      $250 to $325
         Para Professionals/Analysts      $175 to $225
         Administrative Staff              $75 to $100

Michael Ozawa, a partner and managing director in the Los Angeles
office of Avant Advisory, attests to the Court that the firm does
not hold or represent any interest adverse to the Debtor's
estates, and is "disinterested" as that term is defined in 11
U.S.C. Sec. 101(14).

                     About Aletheia Research

Aletheia Research and Management, Inc., filed a bare-bones
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-47718) on
Nov. 11, 2012.  Attorneys at Greenberg Glusker represent the
Debtor.  Avant Advisory Group, LLC, is the financial advisor.  The
board voted in favor of a bankruptcy filing due to the Company's
financial situation and ongoing litigation.

According to the list of top largest unsecured creditors, Proctor
Investments has unliquidated and disputed claims of $16 million on
account of pending litigation.  An official committee of unsecured
creditors was appointed in December 2012.  The Committee is
represented by Pachulski Stang Ziehl & Jones LLP while Brandlin &
Associates provides financial advisory services.

Jeffrey I. Golden was appointed as Chapter 11 Trustee in January
2013.  Baker & Hostetler LLP is the Trustee's special counsel and
Ernst & Young LLP is his advisory services provider.


ALETHEIA RESEARCH: Jeffrey Golden Appointed as Chapter 11 Trustee
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the U.S. Trustee's appointment of Jeffrey I. Golden as
Chapter 11 Trustee in Aletheia Research And Management, Inc.'s
bankruptcy case.

The appointment and approval were based on a court-approved
stipulation between the Debtor and the Official Committee of
Unsecured Creditors directing the U.S. Trustee to appoint a
Chapter 11 Trustee in the Debtor's case.

Mr. Golden filed his notice of acceptance as Chapter 11 Trustee on
January 17, 2013.

                     About Aletheia Research

Aletheia Research and Management, Inc., filed a bare-bones
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-47718) on
Nov. 11, 2012.  Attorneys at Greenberg Glusker represent the
Debtor.  Avant Advisory Group, LLC, is the financial advisor.  The
board voted in favor of a bankruptcy filing due to the Company's
financial situation and ongoing litigation.

According to the list of top largest unsecured creditors, Proctor
Investments has unliquidated and disputed claims of $16 million on
account of pending litigation.  An official committee of unsecured
creditors was appointed in December 2012.  The Committee is
represented by Pachulski Stang Ziehl & Jones LLP while Brandlin &
Associates provides financial advisory services.

Jeffrey I. Golden was appointed as Chapter 11 Trustee in January
2013.  Baker & Hostetler LLP is the Trustee's special counsel and
Ernst & Young LLP is his advisory services provider.


ALETHEIA RESEARCH: U.S. Trustee Forms 3-Member Committee
--------------------------------------------------------
Jill M. Sturtevant, Acting United States Trustee for Region 16,
appointed three members to the official committee of unsecured
creditors in the Chapter 11 case of Aletheia Research and
Management, Inc.

The Creditors Committee members are:

      1. Jones Day
         Attn: Bennett L. Spiegel, Esq.
         555 S. Flower Street, 50th Floor
         Los Angeles, CA 90071
         Tel: (213)243-2311
         Fax: (213)243-2539
         E-mail: blspiegel@jonesday.com

      2. David Bunzel
         c/o Brownstein Hyatt
         410 17th Street, Suite 2200
         Denver, CO 80202
         Tel: (914)725-6310
         Fax: (914)206-3657
         E-mail: maxethan2012@gmail.com

      3. Nai Li Mow
         575 N. Rockingham Avenue
         Los Angeles, CA 90049
         Fax (310)471-4314
         E-mail: WMOW88@aol.com

                      About Aletheia Research

Aletheia Research and Management, Inc., filed a bare-bones
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-47718) on
Nov. 11, 2012.  Attorneys at Greenberg Glusker represent the
Debtor.  The board voted in favor of a bankruptcy filing due to
the company's financial situation and ongoing litigation.
According to the list of top largest unsecured creditors, Proctor
Investments has unliquidated and disputed claims of $16 million on
account of pending litigation.


ALETHEIA RESEARCH: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Aletheia Research and Management, Inc., filed with the U.S.
Bankruptcy Court for the Central District of California its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $6,492,105
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,532,733
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $872,873
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $14,051,852
                                 -----------      -----------
        TOTAL                    $6,492,105       $17,457,458

A copy of the Debtor's schedules is available for free at:

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

                      About Aletheia Research

Aletheia Research and Management, Inc., filed a bare-bones
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-47718) on
Nov. 11, 2012.  Attorneys at Greenberg Glusker represent the
Debtor.  The board voted in favor of a bankruptcy filing due to
the company's financial situation and ongoing litigation.
According to the list of top largest unsecured creditors, Proctor
Investments has unliquidated and disputed claims of $16 million on
account of pending litigation.


ALPHA PARTNERS: Taps Alan B. Rich as Special Litigation Counsel
---------------------------------------------------------------
Alpha Partners Ltd. seeks permission from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Alan B. Rich,
Esq., as its special litigation counsel.

The Debtor relates that Mr. Rich has represented it in a federal
case filed by Lincoln General Insurance Company pending in the
District Court.  The Debtor needs Mr. Rich to continue his
representation as he is intimately familiar with the issues
involved.  Mr. Rich's hourly rate is $700 but he has charged a
discounted rate of $450 per hour in the Federal Case.  The Debtor
does not believe that any conflict of interest exists with regard
to the representation by Mr. Rich.

Alpha Partners, Ltd., filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-30266) on Jan. 21, 2013.  Judge Barbara J. Houser
presides over the case.  Curtis Castillo, P.C., serves as the
Debtor's counsel.  In its schedules of assets and liabilities, the
Debtor disclosed $13,203,582 in assets and $25,071,428 in
liabilities.


AMEREN CORP: S&P Affirms 'CCC+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Ameren Corp., Ameren Illinois, and Ameren Missouri to
'BBB' from 'BBB-' and placed the corporate credit and long-term
debt ratings on CreditWatch with positive implications.  S&P
affirmed the 'CCC+' ratings, including the corporate credit
rating, on Ameren Energy Generating Co. (GenCo).  The outlook is
negative.  S&P raised the rating on Ameren Corp.'s senior
unsecured debt to 'BBB-' from 'BB+' and the ratings on Ameren
Illinois and Ameren Missouri's senior secured debt to 'A-' from
'BBB+'.  S&P also raised the short-term rating on Ameren and its
regulated subsidiaries to 'A-2' from 'A-3'.

The upgrades reflect management's commitment to credit quality,
increased certainty in terms of strategic direction, and its
efficient execution of its revised strategy to exit the merchant
business.  This definitive agreement materially improves Ameren's
business risk profile, allowing management to focus on its
regulated strategy.  In addition, the upgrade reflects S&P's view
that even if the announced transaction does not close, Ameren
would still sell its merchant business to another third party
under similar terms.

The placement of the Ameren, AI, and AM ratings on CreditWatch
with positive implications reflects the high probability of a
further upgrade following the completion of the merchant sale.
The CreditWatch placement also reflects S&P's base case post
transaction forecast that has FFO to debt of about 20% and debt to
EBITDA at about 4x.  These financial measures are consistent with
the significant financial risk profile category and when viewed
together with Ameren's excellent business risk profile, could
support a modestly higher rating.

"Key risks to our forecast include the outcomes of future rate
cases and our expectations for continued weak economic growth
within the company's regulated service territory.  We could
upgrade Ameren and its regulated subsidiaries if the company
closes the transaction in a timely manner while meeting our
expected financial measures," said Standard & Poor's credit
analyst Gabe Goldberg.

The negative rating outlook on GenCo reflects S&P's base case
scenario that the company's financial measures and profit margins
will meaningfully deteriorate over the next few years because of
continued weak power prices.  These trends could result in lower
ratings during the next 12 months and, absent a reversal of price
trends, could lead to a payment default or debt restructuring.
Key assumptions include continued weak U.S. economic growth, low
gas prices, and heat rates that gradually reduce the company's
annual electricity generation to about 16 terawatt hours.  S&P
could lower the ratings if business trends remain negative or
S&P's assessment of the company's liquidity further weakens
because of a worse-than-expected cash burn rate, which would most
likely occur if the market price for electricity remains well
below $40 per megawatt hour.  S&P could revise the outlook to
stable if financial measures consistently improved so that FFO to
debt were greater than 7% and debt to EBITDA were less than 9x,
which would most likely occur if the market price for natural gas
improved to more than $4.30 per million cubic feet, resulting in
higher electricity pricing and improved financial performance.


AMEREN ENERGY: Poor Performance Prompts Moody's to Cut CFR to B3
----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured and
Corporate Family Rating of Ameren Energy Generating Company to B3
from B2 and the Probability of Default Rating to B3-PD from B2-PD.
The rating outlook is negative. This rating action concludes the
review of Ameren Genco's ratings that has been ongoing since
Moody's last rating action on the company on January 10, 2013.

Ratings Downgraded:

Ameren Genco Corporate Family Rating to B3 from B2;

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

  $275 million Senior notes Series F 7.95% due 2032 downgraded to
  B3 (LGD 4, 51%) from B2 (LGD 4, 51%);

  $300 million Senior notes Series H 7.00% due 2018 downgraded to
  B3 (LGD 4, 51%) from B2 (LGD 4, 51%);

  $250 million Senior notes Series I 6.30% due 2020 downgraded to
  B3 (LGD 4, 51%) from B2 (LGD 4, 51%).

Rating Affirmed:

Ameren Genco's Speculative Grade Liquidity Rating of SGL-3

Ratings Rationale

The downgrade of Ameren Genco's ratings considers the company's
weak cash flow generating prospects, declining liquidity, and the
continued depressed power market conditions in the Midwest region.
It is also prompted by the announcement that Dynegy, Inc. (B2
Corporate Family Rating, stable) had reached an agreement to
acquire Ameren Genco and the rest of Ameren Corporation's (Ameren,
Baa3 senior unsecured, stable) merchant coal fired generating
portfolio. "The terms and conditions of the acquisition by Dynegy
will leave Ameren Genco with limited financial flexibility and
finite liquidity resources to weather an anticipated prolonged
period of low power prices", said Toby Shea, Vice President and
Senior Analyst. Although Moody's views the planned sale as credit
positive for Ameren as it will eliminate its higher risk, merchant
generating business, it will not change Ameren's current Baa3
senior unsecured rating or stable rating outlook.

Dynegy has indicated it intends to hold Ameren Genco and the other
Ameren merchant generation assets it is acquiring in a Special
Purpose Vehicle (SPV) that will be largely ring fenced from the
rest of the company. Dynegy does not intend to provide any
guarantees or other extraordinary support for Ameren Genco or its
debt obligations, although Dynegy may be able to generate some
incremental cost savings and synergies from its ownership of other
coal fired generating assets in southern Illinois. Dynegy has a
much lower rating than Ameren Genco's current parent company and
does not possess as much financial capability or liquidity
resources to support the additional liquidity needs of the Ameren
merchant coal fired generating assets that may arise before there
is a sustained recovery in power prices.

To support the company's liquidity, as part of the transaction,
Ameren will assure that Ameren Genco will have $205 million of
cash at closing, partly from proceeds from the exercise of a put
option allowing Ameren Genco to sell three gas fired plants to the
Ameren parent company in exchange for cash. The entire SPV, which
will consist of Ameren Genco, Ameren Energy Resources (AERG), and
their energy trading affiliate Ameren Energy Marketing (AEM), is
expected to have in the range of $220 million of cash at closing,
its sole source of liquidity going forward.

Ameren's guarantee of existing hedge positions and associated
collateral obligations will stay in effect but may liquidate
positions that are beyond 2015, which is about two years beyond
the fourth quarter 2013, when the closing is expected to take
place. Ameren's total potential liability under these guarantees
was around $200 million at the end of 2012 but may be reduced over
time as positions mature or are determined to be unnecessary.

Ameren Genco should be free cash flow neutral in 2013 with the
help of the tax monetization of its net operating losses, as
provided by the tax sharing agreement with other Ameren
affiliates. Moreover, Ameren will fund any operating cash flow
shortfalls prior to closing, which minimizes the potential for a
payment default. Moody's projects Ameren Genco to have a total
free cash flow deficit of about $60 million in 2014 and $30
million in 2015. In comparison, Ameren Genco is expected to have
around $130 million of excess liquidity available (net of working
capital and other funding requirements) at closing. Post closing,
Ameren Genco will not have access to any external bank credit
facilities or other extraordinary sources of support in the event
of unexpected events or larger than anticipated calls on
liquidity.

If successful, Dynegy will be acquiring the Ameren Genco assets
for relatively little consideration, agreeing to provide just $25
million in support for working capital purposes to two of Ameren
Genco's merchant affiliate companies that will be held within the
same SPV as Ameren Genco. Dynegy views Ameren Genco and the other
Ameren merchant generating assets as essentially an option on the
recovery of power markets if prices improve. The ability of these
merchant assets to generate sufficient free cash flow to service
its $825 million of debt will depend to a large degree on a
recovery in power prices well before the first $300 million
tranche of this debt is due in 2018.

The negative outlook reflects the execution risk inherent in
obtaining regulatory approvals and closing the transaction, which
is expected to occur in the fourth quarter of this year, and the
prospect that power prices will not improve enough for the company
to be comfortably free cash flow positive well before the first
tranche of debt is due in 2018.

The methodologies used in this rating were Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009, and Unregulated Utilities and Power
Companies published in August 2009.

Ameren Energy Generating Company, headquartered in Collinsville,
Illinois is a merchant generating subsidiary of Ameren
Corporation, a public utility holding company headquartered in St.
Louis, Missouri.


AMERICAN AIRLINES: AMR's Republic Deal Approved
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. secured approval from the bankruptcy judge
at a hearing March 12 for an agreement where Republic Airways
Holdings Inc. will fly 47 regional jets under the American Eagle
banner.

AMR said there was no other way it could obtain so many of the
76-seat regional jets so quickly.  The larger regional jets are
more economical to operate than the smaller models now in the
American Eagle fleet.

The airline is selling $663 million in debt secured by aircraft at
a record-low 4%.  The bankruptcy judge gave AMR authority to pay
off $1.32 billion in existing aircraft debt to take advantage of
lower interest rates.  Bondholders are appealing because the judge
ruled they aren't entitled to a so-called make-whole premium in
compensation for early payoff.  It remains to be seen whether AMR
can complete the refinancing while facing appeal.

                      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: Seeks Last Exclusivity Expansion
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although AMR Corp. has a formal merger agreement with
US Airways Group Inc., the parent of American Airlines Inc. for a
last time is seeking an expansion of the exclusive right to
propose a Chapter 11 reorganization plan.

According to the report, the airline and the official creditors'
committee together are requesting an extension of so-called
exclusivity until May 29.  More extensions aren't possible because
bankruptcy law limits exclusivity to 18 months after a Chapter 11
filing.

The report relates that AMR says more time is needed to work out
intricacies in the reorganization plan that will implement the
merger.  The bankruptcy judge in New York is scheduled to give the
merger preliminary approval at a March 27 hearing.  AMR expects
the merger to be completed in the third quarter following
confirmation of a Chapter 11 reorganization plan.

The plan will allow existing AMR shareholders to receive 3.5% of
the stock in the merged companies.  AMR stock has risen 60% this
month, including 8.11% March 13 to close at $4 in over-the-counter
trading.  The stock was about $1.30 before the merger was
announced.  The stock could have been purchased for less than 40
cents in October.

The plan also gives stock in the merged companies to AMR
creditors.

                      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).


AMERIGAS PARTNERS: Fitch Affirms 'BB' Issuer Default Ratings
------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Issuer Default Ratings (IDR)
and 'BB' senior unsecured debt ratings of AmeriGas Partners, LP
and its fully guaranteed financing co-borrower AmeriGas Finance
Corp. The rating Outlook is revised to Stable from Negative.
Approximately $2.3 billion in outstanding long term debt is
affected.

The Outlook revision to Stable reflects a recovery in APU's
profitability following the unprecedented mild winter of
2011/2012. APU generates the bulk of its earnings and cash flows
in the heating season, principally the quarter ended March 31.
Fitch expects Debt to EBITDA to be slightly under 4.0x for the
fiscal year ended Sept. 30, 2013 and FFO to debt to approximate
19%, both key APU credit benchmarks for a Stable Outlook.

Key Rating Drivers

-- Improved profitability and credit metrics
-- Demand and negative volume trends;
-- Weather sensitivity;
-- Volatile commodity pricing;
-- Market and geographic reach

Improved Financial Profile

Despite a warmer than average winter heating season with heating
degree days running approximately 6% below average (but 10% colder
than last year), Fitch models APU EBITDA between $580 million to
$620 million in fiscal year ended Sept. 30, 2013, a level that
would support leverage of slightly less than 4x and FFO to Debt of
19% to 20%. Given the warmer than normal winter heating season,
Fitch believes the current period provides a good baseline to
model 2014 and 2015. In base forecasts assuming normal weather,
APU's credit measures improve modestly in 2014.

Liquidity is satisfactory. APU has modest debt maturities through
2018 and a $525 million bank facility that matures in 2016 and
which provides sufficient capacity to meet seasonal borrowing
needs. APU is cash flow positive in Fitch's base forecast,
although distribution coverage, at 1.2x, is below historical
levels following increases in quarterly distributions as well as
more units outstanding as part of the Heritage acquisition.

Demand and Negative Volume Trends

Residential heating remains the largest use for propane.
Residential heating, irrespective of fuel, exhibits a natural
decline curve from efficiency and customer conservation. In
addition, propane is subject to customer switching to natural gas
or electricity, which in the case of the former is lower cost than
propane but may not be available and in the case of the later, may
be price competitive and doesn't require an expensive furnace or
boiler outlay.

APU believes retail propane consumption in the U.S. is declined at
a 2.9% rate based on historical industry data from 2005 to 2011.
APU itself sold approximately 1,02 billion gallons of propane in
fiscal year 2012 which included nine months of Heritage, a volume
level that approximated its 2007 gallons sold.

While volume trends are negative, margins have been maintained and
retail and wholesale price spreads are currently at the widest
levels in recent years.

Weather Sensitivity

APU is heavily dependent on the key heating season.

Volatile Commodity Pricing

Propane pricing and supply has historically been volatile. Propane
itself is a byproduct, principally natural gas processing, and
supply has benefitted from the shale drilling boom, particularly
for 'wet' gas. Consequently, wholesale prices are currently
running at 2005 levels which has permitted wider margins and more
competitive propane pricing vis-a-vis other fuels.

Market and Geographic Scale

APU is the largest retail propane distributor in the U.S. spanning
all 50 states. The company leverages its large distribution
network with its cylinder exchange business and national accounts
business which services large regionally diverse corporate users.

Rating Sensitivities

-- An upgrade is not deemed likely over the next 12 to 24 months;
-- An acceleration of declining volume trends coupled with margin
    erosion would likely result in a negative rating action.

Fitch Has Affirmed the Following Ratings With a Stable Outlook:

AmeriGas Partners, L.P./AmeriGas Finance Corp.
Issuer Default Rating at 'BB'
Senior Unsecured Debt at 'BB'

AP Eagle Finance Corp. is no longer a co-borrower and its ratings
are withdrawn.


AMERICAN SUZUKI: Prudential California's Broker Services
--------------------------------------------------------
Prudential California Realty as American Suzuki Motor
Corporation's real estate broker will market for sale the Debtor's
properties at (i) 2005 Hillman Circle, Orange, California and (ii)
20593 Manzanita Avenue, Yorba Linda, California.

As reported by the Troubled Company Reporter on March 11, 2013,
the U.S. Bankruptcy Court for the Central District of California
in late February entered orders authorizing American Suzuki Motor
Corporation to employ Prudential California Realty as real estate
broker.

Prudential California is expected:

   (a) in conjunction with the Debtor, to analyze, review and
       inspect the Debtor's Real Estate;

   (b) to analyze and prepare all documentation necessary to list
       and advertise the Real Estate for sale as may be necessary
       and appropriate;

   (c) to list the Real Estate with the most favorable listing
       services available; to inspect the Real Estate as necessary
       to respond to purchaser's inquiries; and to solicit
       reasonable offers of purchasers;

   (d) to convey all reasonable purchase offers to the Debtor and
       to the Debtor's counsel, and subject to the Debtor's
       approval and this Court's authorization, to negotiate and
       confirm the acceptance of the best offer; and

   (e) subject to Court approval, to cause to be prepared and
       submitted to escrow on behalf of the Debtor any and all
       documents necessary to consummate a sale of the Real
       Estate.

The Broker will be compensated for its services in an amount equal
to five percent (5%) of the gross sales price for the applicable
Real Estate.  The Broker attested it is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                       About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

The Court approved the amended Chapter 11 Plan.  Under the
Company's amended Plan, its Motorcycles/ATV and Marine divisions,
along with its continued Automotive parts and service operation,
will be sold to a newly organized, wholly-owned subsidiary of
Suzuki Motor Corporation, enabling those operations to continue
uninterrupted.  The new entity will use the ASMC brand name and
operate in the continental U.S.

ASMC's legal advisor on the restructuring is Pachulski Stang Ziehl
& Jones LLP, and its financial advisor is FTI Consulting, Inc.
Nelson Mullins Riley & Scarborough LLP is serving as special
counsel on automobile dealer and industry issues.  Further, ASMC
has proposed the appointment of Freddie Reiss, Senior Managing
Director at FTI Consulting, as chief restructuring officer, and
has also added two independent Board members to assist it through
this period.  Rust Consulting Omni Bankruptcy, a division of Rust
Consulting, Inc., is the claims and notice agent.  The Debtor has
retained Imperial Capital, LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors is represented by
Irell & Manella LLP.  AlixPartners, LLC serves as its financial
advisor.


ARCAPITA BANK: Seeking Additional Agreements to Accompany Plan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Arcapita Bank BSC, a Bahrainian investment bank
reorganizing in New York, is hedging its bets about going ahead
with a hearing on March 26 for approval of disclosure materials
explaining the Chapter 11 reorganization plan filed on Feb. 8.

The report relates that although the plan is "confirmable,"
Arcapita said it would be preferable to work out additional
agreements with interested parties in portfolio investments not in
bankruptcy.  Consequently, Arcapita filed papers this week seeking
an expansion of the exclusive right to solicit acceptances of a
plan from April 9 to July 7.

The bankruptcy court previously ended Arcapita's exclusive plan-
filing rights, while leaving the door open to further extensions
of exclusive solicitation rights.

Arcapita said the plan filed in February contains an allocation of
value representing unanimous agreement among creditors' committee
members.  The plan was accompanied by a 167-page disclosure
statement explaining the exceptionally complicated capital
structure proposed for the reorganized company.  The plan is
complicated because the existing capital structure and the capital
structure for the reorganized company both comply with Islamic
Shariah financing regulations.

                        About Arcapita Bank

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

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

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

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

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

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

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

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


ASBURY AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Asbury Automotive Group Inc. to 'BB' from 'BB-'.  At the
same time, S&P raised its issue-level ratings on the company's
8.375% $200 million senior subordinated notes due 2020 and 7.625%
$143.2 million subordinated notes due 2017 to 'B+' (two notches
lower than the corporate credit rating) from 'B'.  The '6'
recovery rating on the notes remains unchanged and indicates S&P's
expectation that lenders would receive negligible (0 to 10%)
recovery in the event of a payment default.

"Our ratings on Asbury reflect its "fair" business risk profile
characterized by thin margins and cyclical sales, stable and
higher margin service profits, a somewhat recession-resistant
business model, and improved EBITDA.  The ratings also reflect
Asbury's "significant" financial risk profile, which incorporates
its improved debt leverage and free operating cash flow to debt,"
S&P noted.

"We believe Asbury will continue to benefit from a recovery in
U.S. light vehicles sales, and expand earnings and lower leverage
because it has largely finished building out its infrastructure
and automated system to gain benefits of scale in its light
vehicle retail business," said Standard & Poor's credit analyst
Nancy Messer.

Asbury is one of the five U.S. auto retailers S&P rates, all of
which are consolidators in the highly competitive and fragmented
U.S. light vehicle retailing industry.

S&P's stable rating outlook on Asbury reflects S&P's belief that
the company's financial policy and operating expertise will enable
it to sustain its improved credit measures in line with
expectations for the rating.


ATARI INC: Game-Maker Gets Final $15 Million Loan Approval
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that video-game maker Atari Inc. filed a Chapter 11
petition on Jan. 21 in New York and was given final approval last
week for a $5 million loan from funds affiliated with Alden Global
Capital Ltd.  The loan requires filing a Chapter 11 plan or papers
to sell the business within two months of the bankruptcy filing.

Atari is using bankruptcy to separate from the similarly bankrupt
French parent Atari SA.

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their Chapter 11 cases.  BMC Group is the claims and notice
agent.  Protiviti Inc. is the financial advisor.


ATARI INC: Taps Akin Gump, BMC, Hunton, Perella & Protiviti Firms
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Atari Inc. and its debtor-affiliates' applications to
employ:

   1) Akin Gump Strauss Hauer & Feld as counsel;
   2) BMC Group Inc. as claims and noticing agent;
   3) Hunton & Williams LLP as general bankruptcy counsel;
   4) Perella Weinberg Partners LP as investment banker; and
   5) Protiviti Inc. as financial advisor.

Akin Gump and Hunton & Williams, among others, will advise the
Debtors with respect to their powers and duties as debtors-in-
possesion; help preserve the Debtors' estates; draft and prepare
necessary pleadings and papers; represent the Debtors in
negotiations; take all necessary and appropriate actions in
connection with any plan of reorganization or liquidation; etc.

But as general bankruptcy counsel, Hunton & Williams will also
represent the Debtors in connection with obtaining the use of any
potential postpetition financing including but not limited to
helping the Debtors obtain post-petition loans; advise the Debtors
in connection with any potential sale of assets; appear before the
Court, any appellate courts and the United States Trustee and
protect the interests of the Debtors' estates before those courts
and the United States Trustee; provide non-bankruptcy services to
the Debtors to the extent requested by the Debtors; and consult
with the Debtors regarding tax matters.

Both firms said they will work closely with each other and other
professionals retained by the Debtors to avoid any unnecessary
duplication of services.

Akin Gump's current hourly rates are: $510 - $1,200 for partners;
$415 - $880 for counsel and associates; and $145 - $325 for
paraprofessionals.  The current hourly rates for the Akin Gump
attorneys with primary responsibility for Atari are:

     Ira S. Dizengoff (Partner)            $1,100
     Scott L. Alberino (Partner)             $875
     Kristine G. Manoukian (Associate)       $675
     Eric Seitz (Associate)                  $500

The hourly rates for the attorneys at Hunton & Williams who are
expected to have primary responsibility for the representation of
the Debtors are:

     Peter S. Partee, Sr.                    $995
     Michael P. Richman                      $995
     Andrew Kamensky                         $700
     Richard P. Norton                       $805
     Robert A. Rich                          $495

Other attorneys at Hunton & Williams who may have responsibility
for particular issues arising in these Chapter 11 Cases bill at
hourly rates ranging from $180.00 to $995.00 per hour.  Paralegals
who may have responsibility for particular issues arising in these
Chapter 11 Cases bill at hourly rates ranging from $145 to $330
per hour.

As investment banker, Perella Weinberg will review the Debtors'
financial condition and outlook; assist in the development of
financial data and presentations to the Debtors' Board of
Directors, various creditors, and other parties; analyze the
Debtors' financial liquidity and evaluate alternatives to
improve such liquidity; evaluate the Debtors' debt capacity and
alternative capital structures; participate in negotiations among
the Debtors and their creditors, suppliers, lessors and other
interested parties; advise the Debtors and negotiate with lenders
with respect to potential waivers or amendments of various credit
facilities; identify potential purchasers and advise and assist
the Debtors in analyzing, structuring, planning, negotiating and
effecting any transaction; etc.

Perella will be paid a monthly retainer fee of $100,000.  In
addition, the Debtors have agreed to pay a $1,000,000 Transaction
Fee payable upon the consummation of the first Transaction --
acquisition of all or a portion of the Debtors' business, equity
or assets.  Succeeding Transaction Fees will be based on this
structure:

     Transaction Value for
     applicable Transaction and            Transaction Fee
     all prior consummated Transactions    Percentage
     ----------------------------------    ---------------
     $30,000,000 to $50,000,000            3%

     Any amount above $50,000,000
     to $100,000,000                       5%

     Any amount above $100,000,000         6%

As financial advisor, Protiviti will assist the Debtors with the
administration of their debtor-in-possession financing, including
weekly reporting, cash management, and responses to due diligence
requests;  provide the Debtors' accounting department with
assistance and guidance regarding chapter 11 protocols and
policies; assist with vendor communications and negotiations of
post-petition trade terms and utility deposits; assist with
projecting cash flows through a potential sale or plan
confirmation; interface with creditor groups and prepare any
required/agreed upon flash reporting; assist with/prepare Monthly
Operating Reports; assist counsel in preparing evidence and
rendering testimony as needed to address contested motions;
accumulate, reconcile, and adjudicate claims filed; assist with
claims disbursement; etc.

Protiviti's current hourly rates, net of the 5% negotiated
discount, are:

     Managing Director                   $532 - $560
     Directors / Assoc. Directors        $356 - $441
     Managers                            $251 - $342
     Sr. Consultants / Consultants       $142 - $247
     Administrative                       $90 -  $90

BMC Group, among others, will notify all potential creditors of
the Debtors' bankruptcy filing and of the Section 341 first
meeting of creditors; maintain an official copy of the Debtors'
schedules of assets and liabilities and statements of financial
affairs; notify creditors of the existence and amount of their
claims; notify creditors about the bar date for filing claims;
etc.  The Debtors have paid BMC Group a $5,000 retainer.  BMC
Group's fees and expenses will be an administrative expense of the
Debtors' estates.

All firms have attested to their "disinterestedness" in the case.

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP serve as lead counsel for the U.S. companies in their
respective Chapter 11 cases.  Akin Gump Strauss Hauer & Feld also
serves as counsel.  BMC Group is the claims and notice agent.
Protiviti Inc. is the financial advisor.  Perella Weinberg
Partners LP is the investment banker.

Attorneys for (i) Alden Global Distressed Opportunities Master
Fund, L.P., (ii) Alden Global Value Recovery Master Fund, L.P.,
and (iii) Turnpike Limited, are Robert G. Burns, Esq., Andrew J.
Schoulder, Esq., and Kurt A. Mayr II, Esq.. at Bracewell &
Giuliani LLP.


ATARI INC: Committee Hires Cooley as Counsel & Duff as Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Atari Inc. and
its debtor-affiliates Chapter 11 cases seeks permission from the
U.S. Bankruptcy Court for the Southern District of New York to
retain Duff & Phelps Securities LLC as its financial advisor.

The Committee also sought and obtained the Court's permission to
retain Cooley LLP as its counsel.

Duff & Phelps, among others, will review and analyze the Debtors'
operations, financial condition, cash flows, business plan,
strategy, and operating forecasts; evaluate the Debtors' assets
and liabilities and strategic and financial alternatives; assist
in the determination of an appropriate go-forward capital
structure for the Debtors; determine a theoretical range of values
for the Debtors on a going concern basis; evaluate the Debtors'
debt capacity in light of its projected cash flows; assist the
Committee in developing, evaluating, structuring and negotiating
the terms and conditions of a restructuring or Plan; assist the
Committee in monitoring a sales process and evaluating bids to
purchase; assist the Committee in analyzing any new debt and/or
equity capital; etc.

The Committee requests that Duff & Phelps be entitled to a $50,000
monthly fee and a restructuring fee of up to $700,000 based on the
recovery received by general unsecured creditors.  The Court will
hear the Committee's request on March 20, 2013.

As counsel, Cooley will attend Committee meetings; review the
Debtors' financial information furnished to the Committee;
negotiate the budget and the use of cash collateral and DIP
financing; review and investigate liens of purportedly secured
parties; review and investigate intercompany transactions; confer
with the Debtors' management, advisors and counsel; coordinate
efforts to sell the Debtors' assets in a manner that maximizes the
value for unsecured creditors; etc.

Cooley professionals who will be involved in the case and their
hourly rates are:

     Cathy Hershcopf          Partner        $845
     Jeffrey L. Cohen         Partner        $695
     Alex R. Velinsky         Associate      $475
     Robert B. Winning        Associate      $435
     Rebecca Goldstein        Paralegal      $270

Both firms assured the Court that they are "disinterested persons"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP serve as lead counsel for the U.S. companies in their
respective Chapter 11 cases.  Akin Gump Strauss Hauer & Feld also
serves as counsel.  BMC Group is the claims and notice agent.
Protiviti Inc. is the financial advisor.  Perella Weinberg
Partners LP is the investment banker.

Attorneys for (i) Alden Global Distressed Opportunities Master
Fund, L.P., (ii) Alden Global Value Recovery Master Fund, L.P.,
and (iii) Turnpike Limited, are Robert G. Burns, Esq., Andrew J.
Schoulder, Esq., and Kurt A. Mayr II, Esq.. at Bracewell &
Giuliani LLP.


BASIN STREET: Illinois Court Junks Suit on Plan Conspiracy Charges
------------------------------------------------------------------
Chief District Judge James F. Holderman dismissed for lack of
personal jurisdiction the plaintiffs' claims in a nine-count
complaint that alleges 12 defendants conspired to fraudulently
obtain approval of a reorganization plan in the bankruptcy case of
Basin Street #2 Limited Partnership (BS2LP).

The complaint is styled as HR PROPERTIES OF DELAWARE LLC, and THE
ROYAL TRUST OF NEW ORLEANS, Plaintiffs, v. ADAMS AND REESE LLP,
BASIN STREET STUDIOS LLC, PELICAN LOOP DEVELOPMENT CO. LLC, ARETE
WEALTH MANAGEMENT LLC, STRATEGIC BUSINESS DEVELOPMENT, LLC, GREEN
COAST ENTERPRISES LLC, RON NAKAMOTO, ROBIN B. CHEATHAM, LISA M.
HEDRICK, ALEXANDER S. KELSO, Jr., WILLIAM BRADSHAW II, and JAMES
DAVIDSON, Defendants, Case No. No. 11-C 8638 (N.D. Ill.).

BS2LP's bankruptcy case is captioned In re Basin Street #2 Limited
Partnership, Case No. 06-B-11359 (Bankr. E.D. La.).

Under their complaint, the plaintiffs asserted that approval of
BS2LP's 6th Amended Plan of Reorganiztion was detrimental to them.
The transaction at issue involved the sale of "the Winn Dixie
Property" in New Orleans, Louisiana, from BS2LP to Basin Street
Studios LLC (BSS), which allegedly had the effect of destroying
"Plaintiffs' interest in BS2LP . . . [and] Plaintiffs' business
opportunity to further develop [the Winn Dixie] property."

The District Court addressed two pending motions to dismiss or, in
the alternative, to transfer the complaint filed by two groups --
the law firm defendants and the Green Coast defedants.

Plaintiffs are given until March 26, 2013, to file a statement
showing cause why the case should not be dismissed in its entirety
for failure to serve the remaining defendants pursuant to the 120-
day time period set forth in Federal Rule of Civil Procedure 4(m).

Defendants BSS, Pelican Loop, Arete Wealth, Strategic Business
Development, and Messrs. Nakamoto and Davidson have not yet filed
appearances in the case.

A copy of Judge Holderman's March 12, 2013 Memorandum Opinion and
Order is available at http://is.gd/fJa2dhfrom Leagle.com.


BEALL CORP: Seeks Court Okay to Hire Eide Bailly as Accountants
---------------------------------------------------------------
Beall Corporation seeks the U.S. Bankruptcy Court for the District
of Oregon's permission to employ Eide Bailly LLP as its
accountants.

Eide Bailly is expected to assist the Debtor with the preparation
of its federal and state tax returns and supporting schedules,
prepare any bookkeeping entries necessary in connection with
preparation of Debtor's tax returns, and prepare and post any
adjusting entries.

The Eide Bailly professionals who will be primarily responsible
for providing services and their current billing rates are:

     John W. Jacobsen         Partner              $325
     Maria J. Christiaens     Partner              $275
     Janel Keenan             Manager              $240
     Edie Hansen              Manager              $225
     Nicole Rittierodt        Senior Associate     $175
     Cedric Snelling          Associate            $150
     Bill Schrock             Associate            $150

To the best of the Debtor's knowledge, the partners and associates
of Eide Bailly do not have any connection with Debtor, its
creditors, any other party in interest, or their respective
attorneys or accountants, except as disclosed in a Rule 2014
Statement.

                     About Beall Corporation

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.  The Debtor disclosed
$14,015,232 in assets and $28,791,683 in liabilities as of the
Chapter 11 filing.

Wabash National Corporation on Feb. 4 successfully closed on its
acquisition of certain assets of the tank and trailer business of
Beall for $15 million.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BENADA ALUMINUM: Court OKs Committee Hiring of Deloitte Financial
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Bernada Aluminum
Products LLC obtained permission from the U.S. Bankruptcy Court
for the Middle District of Florida to retain Deloitte Financial
Advisory Services LLP as its financial advisor, nunc pro tunc to
Oct. 25, 2012.

As reported by the Troubled Company Reporter on Dec. 26, 2012,
Deloitte Financial will, among other things:

      a) assist and advise the Committee in connection with its
         identification, development, and implementation of
         strategies related to the Debtor's business plan and
         other matters, as agreed, relating to the restructuring,
         liquidation or sale, as the case may be, of the Debtor's
         business operations;

      b) assist the Committee in understanding the business and
         financial impact of various operational, financial, and
         strategic restructuring alternatives on the Debtor;

      c) assist the Committee in its analysis of the Debtor's
         financial restructuring process, including its review of
         the Debtor's development of plans of reorganization and
         related disclosure statements;

      d) assist the Committee in its review of various financial
         reports prepared for submission to the applicable court,
         and, as mutually agreed, other reports that may be
         requested by parties-in-interest; and

      e) assist and advise the Committee in its analysis of
         liquidation scenarios.

Deloitte Financial will be paid $325 per hour for its services.

Narendra Ganti, a partner at Deloitte Financial, attested to the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                           About Benada

Benada Aluminum Products LLC was formed in 2011 to purchase assets
of two aluminum products manufacturing companies.  It purchased
via 11 U.S.C. Sec. 363 the Sanford facility of Florida Extruders
International (Case No. 08-07761).  It also purchased the assets
Miami, Florida-based Benada Aluminum of Florida Inc.  The Debtor
has since consolidated operations and operates only out of its
location in Sanford.

The Company filed for Chapter 11 protection on Aug. 1, 2012
(Bankr. M.D. Fla. Case No. 12-10518).  Judge Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, represents the Debtor.  The Debtor disclosed
$22,009,272 in assets and $11,698,426 in liabilities as of the
Chapter 11 filing.

Wells Fargo is represented by Michael Demont, Esq., and Jay Smith,
Esq., at Smith Hulsey & Busey, in Jacksonville, Florida.  FTL
Capital is represented by Christopher J. Lawhorn, Esq., at Bryan
Cave LLP in St. Louis, Missouri.  Triton Capital Partners Ltd.
serves as exclusive financial advisor and investment banker with
respect to providing assistance with turnaround management.

The Debtor was authorized by the bankruptcy judge at a Sept. 25,
hearing to sell an aluminum extrusion press for $2.9 million to
Tubelite Inc.

The Court confirmed the Debtor's Chapter 11 reorganization plan in
March 2013.


BERNARD L. MADOFF: Customers In Line for Add'l $505MM Distribution
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the customers of Bernard L. Madoff Investment
Securities Inc. are in line to receive an additional distribution
of $505 million.  The distribution will be the third made by
trustee Irving Picard since the world's largest-ever Ponzi scheme
surfaced in late 2008.  The bankruptcy judge in New York approved
the new distribution on March 13.  There were two objections.

According to the report, the new distribution will bring the total
so far to more than $5.4 billion, or almost 43% of customers'
claims.  Including $806 million provided by the Securities
Investor Protection Corp., Mr. Picard previously distributed
almost $5 billion to customers.  The distribution is being made
from the $9.32 billion Mr. Picard has recovered so far.  He is
precluded from paying out almost $2.5 billion held in reserve for
disputed claims.  In addition, Mr. Picard is holding back $1.3
billion while courts rule on whether customers are entitled to
interest on their claims to take into consideration the time-value
of money.

The report relates that most of the new distribution is
attributable to more than $1 billion in a settlement escrow set
free in February.  The funds Mr. Picard holds don't include an
additional $2.2 billion that was forfeited to the government.
Late last year, the government began the process of eventually
distributing the forfeited funds to customers.

Who will receive the forfeited funds or when isn't yet known, Mr.
Rochelle points out.  The government may or may not distribute the
funds to the same universe of customers receiving payment from Mr.
Picard.

About 2,200 customers have approved claims.  Half already have
been paid in full as a result of advances from SIPC, whose fund
pays as much as $500,000 per claim.  When customers have recovered
100%, SIPC stands next in line to recoup its advances, including
costs of the liquidation.  Unsecured creditors will have a
recovery only after SIPC is fully repaid.

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD L. MADOFF: Swaps Not Completely Protected, Rakoff Rules
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the ABN Amro Bank NV and the trustee for Bernard L.
Madoff Investment Securities Inc. were given a split decision
March 14 by U.S. District Judge Jed Rakoff on an esoteric question
involving swaps, Ponzi schemes and the safe harbor in bankruptcy.

According to the report, the question before Judge Rakoff was
whether the safe harbor stretches to protect financial
institutions from suits by bankruptcy trustees that aren't
expressly within the scope of the safe harbor.  At the bottom
line, Judge Rakoff said that banks involved in swaps have some,
although not total, immunity from being sued for receipt of money
stolen from Madoff customers.  More precisely, Judge Rakoff
dismissed the suits to the extent they sought recovery for
reduction in collateral supporting swaps.  He is allowing the
suits to continue for withdrawals subsequently used to provide
collateral for swaps.

The report recounts that Madoff trustee Irving Picard sued in
bankruptcy court, contending the bank's affiliate in Ireland was
the subsequent recipient of $267 million initially paid by the
Madoff firm to a feeder fund.  At the bank's request, Judge Rakoff
removed the suit from bankruptcy court to decide threshold
questions that could result in dismissal of the suit.

The bank explained how it had swap transactions with a feeder fund
and that the money traceable to Madoff was paid pursuant to the
swap.  The bank argued that the safe harbor requires dismissal
because Section 546(g) of the Bankruptcy Code precludes a trustee
from suing to recover a payment received in a swap.

Mr. Picard argued that the bank wasn't automatically entitled to
dismissal on account of the swap.  He contended that the bank was
being sued as a subsequent recipient of fraudulently transferred
funds and that the safe harbor for swaps only protects an initial
recipient.  The bank contended that the distinction didn't matter
because Congress intended to give the widest possible protection
to parties involved in swaps.

Mr. Rochelle says Judge Rakoff's rationale isn't clear because he
only filed a three-page order laying out the result.  He said he
will write an opinion "in due course" explaining how he reached
the decision.

Other institutions affected by the March 14 ruling include
Citibank NA, Rye Select Broad Market XL Fund LP and Fortis Prime
Fund Solutions Custodial Services (Ireland) Ltd.  Because Judge
Rakoff's ruling didn't completely dispose of the suit, the trustee
and the bank may not have a right to appeal.  They can, however,
ask Judge Rakoff to certify the importance of the issue and
request that the Court of Appeals allow what's called an
interlocutory appeal to dispose of a pivotal legal issue.

The case involving ABN Amro and swaps is part of Securities
Investor Protection Corp. v. Bernard L. Madoff Investment
Securities LLC, 12-mc-00115, U.S. District Court, Southern
District New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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


BRIER CREEK: Court Okays Hiring of Grant Thornton as Accountants
----------------------------------------------------------------
Brier Creek Corporate Center Associates Limited, et al., obtained
permission from the U.S. Bankruptcy Court to employ Grant
Thornton, LLP as accountants.

The Troubled Company Reporter reported on March 11, 2013, that the
firm has agreed to, among others:

  a. prepare tax returns and financial statements as requested by
     Bankruptcy Counsel;

  b. provide audit services for the Debtor; and,

  C. perform such other accounting and consulting services as may
     be requested by Bankruptcy Counsel from time to time and in
     the interest of the Debtor.

Grant Thornton will be paid on an hourly basis, in addition to
reimbursement of actual and necessary expenses.  The firm's hourly
rates are:

         Professional         Rates
         ------------         -----
         Associate            $151
         Senior Associate     $190
         Manager              $248
         Senior Manager       $281
         Partner              $380

A. Randolph Smith, II, tax partner at Grant Thornton, attested
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                    About Brier Creek Corporate

Brier Creek Corporate Center Associates Limited and eight other
related entities affiliates filed for Chapter 11 protection
(Bankr. E.D.N.C. Lead Case No. 12-01855) on March 9, 2012.  The
Debtors own real property located in Wake County, North Carolina
and Mecklenburg County, North Carolina.  In most instances, the
real property owned by the Debtors consists of land upon which is
constructed commercial or industrial buildings consisting of
office, service or retail space.

The other debtors are Brier Creek Office #4, LLC; Brier Creek
Office #6, LLC; Service Retail at Brier Creek, LLC; Service Retail
at Whitehall II Limited Partnership; Shopton Ridge 30-C, LLC;
Whitehall Corporate Center #4, LLC; Whitehall Corporate Center #5,
LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northen Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates was hired as appraiser.  The petitions were signed by
Terry Bradshaw, vice president.

Brier Creek's other affiliated entities are Cary Creek Limited
Partnership; Shopton Ridge Business Park Limited Partnership; AAC
Retail Property Development and Acquisition Fund, LLC; American
Asset Corporation Companies Limited; and American Asset
Corporation. Cary Creek Limited Partnership filed a voluntary
petition on Jan. 3, 2013.  By order entered Jan. 10, 2013, the
bankruptcy case of Cary Creek Limited Partnership was consolidated
with the other debtors' cases and all of the cases are now being
jointly administered for procedural purposes only.


CANYONS AT DEBEQUE: Hires Fairfield and Woods as Mediator
---------------------------------------------------------
Debtors Canyons at DeBeque Ranch, LLC, and Bluestone Ridge Ranch
East, LLC, sought and obtained permission from the U.S. Bankruptcy
Court for the District of Colorado to employ Fairfield and Woods,
P.C., to provide mediation services.

Caroline Fuller, Esq., will be in charge of the Parties' account.
Ms. Fuller has practiced bankruptcy for over 25 years, and has
acted as a mediator for approximately two years.  Ms. Fuller's
current hourly rate is $425.  Ms. Fuller assures the Court she
does not hold or represent any interest materially adverse to the
Debtors' estates on matters for which she is to be employed.

                  About Canyons @ DeBeque Ranch

Canyons @ DeBeque Ranch, LLC, filed a Chapter 11 petition (Bankr.
D. Colo. Case No. 12-24993) in Denver on July 18, 2012.  Affiliate
Bluestone Ridge Ranch East, LLC, aka Bluestone Ridge Ranch PUD,
based in Butte, Montana, filed a separate Chapter 11 petition
(Bankr. D. Colo. Case No. 12-24994) on the same day.

Judge Elizabeth E. Brown oversees the case.  The Debtor is
represented by Jeffrey S. Brinen, Esq., at Kutner Miller Brinen,
P.C., serves as counsel to the Debtor.  Canyons @ DeBuque
disclosed $12,115,374 in assets and $7,182,814 in liabilities as
of the Chapter 11 filing.


CARL'S PATIO: Taps CBIZ Accounting, Cross Simon, Platzer Swergold
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Carl's Patio,
Inc., et al.'s bankruptcy case sought and obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to retain:

   1) CBIZ Accounting, Tax and Advisory of New York, LLC, as
      financial advisor;

   2) Cross & Simon LLC, as Delaware counsel; and

   3) Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP,
      as lead counsel.

As financial advisor, CBIZ Accounting will analyze the Debtors'
current financial position, business plans, cash flow projections,
restructuring programs, financial statements, and other relevant
reports; analyze the financial ramifications of the Debtors'
proposed transactions; provide hypothetical liquidation analyses;
review valuations of the Debtors' corporate assets; evaluate
potential fraudulent conveyances; assist in the analysis of the
reporting regarding cash collateral and any DIP financing
arrangements and budgets; etc.

CBIZ's current hourly rates are:

     Directors and Managing Directors     $395 - $595
     Managers and Senior Managers         $310 - $410
     Senior Associates and Staff          $130 - $310

As counsel, Cross & Simon and Platzer Swergold will both be
providing the Committee with advice concerning its rights and
duties, representing the Committee, and preparing all necessary
documents in connection with the Debtors' Chapter 11 cases on
behalf of the Committee.  They are also expected to take all
necessary actions to protect and preserve the Committee's rights;
and represent the Committee at hearings, meetings, and conferences
on matters pertaining to the Debtors' affairs.  However, both
firms will take necessary precautions not to duplicate each
other's efforts.

Cross & Simon's current hourly rates are:

     Partners and Counsel                  $475
     Associates                            $395
     Paraprofessionals                     $180

Platzer's current hourly rates are:

     Partners and Counsel               $510 - $690
     Associates                         $205 - $510
     Paraprofessionals                     $195

All the firms attested that they are "disinterested" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                        About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
has 68 employees.  The company leases all its locations and do not
own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.  Bayard, P.A., represents the Debtor in
its restructuring efforts.  BGA Management, LLC, doing business as
Alliance Management, serves as financial advisor, and Epiq
Bankruptcy Solutions LLC serves as claims and noticing agent.

Carl's Patio estimated total assets and total debts of $10 million
to $50 million.  The Debtor owes $2.19 million on a secured
revolver, and $3.01 million on a term loan from Fifth Third.  The
Debtor also has $600,000 of subordinated debt.


CARY CREEK: Wins Court's Interim Approval of DIP Financing
----------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina has granted Cary Creek
Limited Partnership request to access postpetition financing and
use cash collateral on an interim basis up to March 31, 2013.

As reported by the Troubled Company Reporter on Jan. 18, 2013, the
Debtor will use the financing from AAC Retail Property Development
and Acquisition Fund, LLC, to timely pay the on-going costs of
operating, preserving, and protect the business and property of
the estate, and preserve the going-concern value of the Property
for the benefit of creditors and the estate.  The postpetition
financing would be a credit facility in an amount not to exceed
$300,000.

A hearing will be held at 2:00 p.m. on March 20, 2013, at which
time the Court will further consider the Debtor's request for
authority to use cash collateral and obtain postpetition
financing.

                         About Cary Creek

Cary Creek Limited Partnership sought Chapter 11 protection
(Bankr. E.D.N.C. Case No. 13-00041) on Jan. 3, 2013.

Cary Creek is the owner of 1009 acres of land located adjacent to
the west boundary of NC Highway 55 immediately sought of its
interchange with NC-540/I-540, in Cary, Wake County, North
Carolina.  The property is managed by American Asset Corporation.

The primary secured creditor is Bank of America, N.A.  BofA has a
first mortgage lien on the Debtor's property.

Cary Creek is seeking joint administration of its Chapter 11 case
with the consolidated Chapter 11 cases of Brier Creek Corporate
Center Associates Limited Partnership, et al., which sought
bankruptcy protection on March 9, 2012 (Bankr. E.D.N.C. Lead Case
No. 12-01855).  Brier Creek, et al., own real property located in
Wake County, North Carolina and Mecklenburg County, North
Carolina.

Cary Creek and the Brier Creek Debtors are parties to litigation
pending in the Bankruptcy Court against BofA, Adv. Proc. No.
12-00121.  The BofA litigation was instituted on Oct. 13, 2011,
in Mecklenburg County Superior Court, and was removed and
subsequently transferred to the Bankruptcy Court after the Brier
Creek Debtors filed for Chapter 11 bankruptcy protection in March
2012.  Cary Creek is related to the Brier Creek Debtors through
common ownership, common property management, and common secured
and unsecured creditors.


CASCADE AG: Committee Can Retain Schwabe Williamson as Counsel
--------------------------------------------------------------
Cascade Ag Services, Inc., sought and obtained permission from the
U.S. Bankruptcy Court for the Western District of Washington to
employ Schwabe, Williamson & Wyatt, P.C. as counsel.

The Firm has agreed to render services in the general
representation of the Committee in the bankruptcy proceedings and
to perform necessary related legal services.

The Firm's conflicts department conducted a search of the Firm's
client data base. The search revealed no actual conflicts
based on the creditor and interest holder information provided to
the Firm. The report and subsequent investigation, however, did
reveal that the Firm does represent Columbia Bank in connection
with other unrelated matters. Out of abundance caution, the Firm
sought a waiver letter with respect to that representation.

The Committee believes that (a) the Firm has no interest adverse
to the Committee or the Chapter 11 estate in any of the matters in
which the Firm will be engaged; and (b) employment of the Firm
will be in the best interests of the Committee, the estate, and
its unsecured creditors.

                         About Cascade AG

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., is a vegetable processing
company that processes Washington-grown cucumbers and cabbage into
pickles and sauerkraut.  The Debtor filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-18366) on Aug. 13, 2012.
It scheduled $25,820,499 in assets and $22,255,482 in liabilities.

Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the
Debtor's counsel.  Clyde A. Hamstreet & Associates,
LLC, is the Debtor's chief restructuring officer and financial
advisor.  The petition was signed by Craig Staffanson,
president.

The U.S. Trustee appointed seven creditors to the Official
Unsecured Creditors' Committee.  Lawrence R. Ream, Esq., at
Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee
as counsel.

DIP lender One PacificCoast Bank, FSB, is represented by Brad T.
Summers, Esq., and David W. Criswell, Esq., at Ball Janik LLP.


CBS I: Court Approves Hiring of Kenneth Funsten as Expert Witness
-----------------------------------------------------------------
CBS I, LLC, obtained permission from the U.S. Bankruptcy Court for
the District of Nevada to employ Kenneth Funsten, CFA of the firm
of FamCo Advisory Services as an expert witness.

Mr. Funsten will provide report of expert opinion as to objections
to Proofs of Claims; provide report of expert opinion as to
appropriate interest rate, feasibility, and other plan
confirmation issues; and testify at Plan Confirmation or any other
evidentiary hearings as expert witness.

Mr. Funsten will have an initial retainer of $18,000.

                           About CBS I

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Company is a limited liability
company whose sole asset consists of 71,546 square feet of gross
rentable building area on a site containing approximately 206,474
net square feet or 4.74 acres, located at 10100 West Charleston
Boulevard, in Las Vegas, Nevada.  Debtor is owned by Jeff Susa
(25%), Breslin Family Trust (25%), M&J Corrigan Family Trust (25%)
and S&L Corrigan Family Trust (25%).

The Debtor scheduled assets of $19,356,448 and liabilities of
$19,422,805.  Judge Mike K. Nakagawa presides over the case.  Jeff
Susa signed the petition as manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.

Zachariah Larson, Esq., at Marquis Aurbach Coffing, in Las Vegas,
represents the Debtor as bankruptcy counsel.  Dimitri P. Dalacas,
Esq., at Flangas McMillan Law Group, in Las Vegas, represents the
Debtor as special counsel.


CEDAR ARCH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cedar Arch Dairies, LLC
        fdba Cedar Arch Dairies, LLC as Successor to
        Cedar Arch Dairy Operations, LLC by Merger
        710 East 600 North
        Firth, ID 83236

Bankruptcy Case No.: 13-40256

Chapter 11 Petition Date: March 13, 2013

Court: United States Bankruptcy Court
       District of Idaho (Pocatello)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  POB 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  E-mail: btr@idlawfirm.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/idb13-40256.pdf

The petition was signed by Gaylen Clayson, managing member.


CENTENNIAL BEVERAGE: Court Okays Hiring of Haynes & Boone
---------------------------------------------------------
Centennial Beverage Group LLC obtained court approval to employ
Haynes & Boone, LLP, as its attorneys.

The Troubled Company Reporter reported on March 14, 2013, that
compensation will be payable to Haynes on an hourly basis, plus
reimbursement of actual, necessary expenses incurred by Haynes.
The firm's rates are:

                                     Hourly
   Professional                      Rates
   ------------                      -----
   Robert D. Albergotti, Partner      $810
   Ian Peck, Partner                  $535
   John Middleton, Associate          $369
   Jarom Yates, Associate             $324
   Kimberly Morzak, Paralegal         $234

The Debtor believes that Haynes and Boone does not represent or
hold any interest adverse to the Debtor, and attests the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Prepetition, Haynes served as general corporate counsel to
Centennial.

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas. They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November were
$158 million. Year-over-year, revenue was down 50%, according to a
court filing.  In its schedules, the Debtors disclosed $24,053,049
in assets and $48,451,881 in liabilities as of the Petition Date.
Robert Dew Albergotti, Esq., at Haynes and Boone, LLP, in Dallas,
serves as counsel to the Debtor.  RGS LLC serves as the Debtor's
financial advisor.


CENTENNIAL BEVERAGE: Court OKs Hiring of Hank Dickerson as Broker
-----------------------------------------------------------------
Centennial Beverage Group LLC obtained the U.S. Bankruptcy Court's
permission to employ Hank Dickerson & Company as lease and real
estate broker in connection with various store locations being
sold by the Debtor and a warehouse location.

The Troubled Company Reporter reported on March 11, 2013, that
pursuant to the Debtor's motion to sell 13 store locations, Cheers
Spirits and Liquor, LLC, intends to accept an assignment of lease,
or to lease or sublease certain of the of the properties upon
which the Debtor is currently operating stores, or has in the past
operated stores.  The Debtor has entered into agreement with Hank
Dickerson to serve as lease broker in connection with any lease
transactions entered in connection with the sale.

In addition, JWV Associates, Ltd., an entity in which the Debtor
owns a 99% interest, owns a warehouse space in Arlington, Texas.
The Debtor has been leasing the property but no longer requires
the use of the property.  JWV has decided to sell the property.

JWV and the Debtor have entered into agreement with Hank Dickerson
in connection with any sale of certain of the Debtor's properties,
including the warehouse property.

Hank Dickerson will be paid pursuant to Sec. 328 of the Bankruptcy
Code.  Upon full execution of a lease, lease assignment, or
sublease and the placement of $50,000 and each individual store's
first month's rent into escrow, as well as the receipt by Cheers
of a TABC license for each individual store, the Debtor will pay
Hank Dickerson $25,000 per store.  Hank Dickerson will be
responsible for all costs and expenses related to consummating the
lease transactions.  Upon the consummation of the sale of the
Warehouse Property and any of the properties listed therein, Hank
Dickerson will be paid 5% of the gross sales price of such sale.

John F. Dickerson attests that Hank Dickerson is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas.  They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November were
$158 million. Year-over-year, revenue was down 50%, according to a
court filing.  In its schedules, the Debtors disclosed $24,053,049
in assets and $48,451,881 in liabilities as of the Petition Date.
Robert Dew Albergotti, Esq., at Haynes And Boone, LLP, in Dallas,
serves as counsel.  RGS LLC serves as the Debtor's financial
advisor.


CENTENNIAL BEVERAGE: Court Approves RGS LLC as Financial Advisor
----------------------------------------------------------------
Centennial Beverage Group LLC obtained the U.S. Bankruptcy Court's
permission to employ RGS LLC as financial advisor.

The Troubled Company Reporter reported on March 13, 2013, that the
firm will:

   a. provide financial advisory services in connection with the
      evaluation of various restructuring alternatives for the
      Debtor;

   b. prepare financial analyses and cash flow forecasts relating
      to the various alternative; and

   c. negotiate regarding DIP financing, preparation of bankruptcy
      schedules and statements, liquidation analysis, claim
      analysis, and plan preparation; and

   d. provide other services in connection with the restructuring
      process as management may request.

RGS's principal, Matt Donnell, has developed significant relevant
experience and expertise regarding the Debtor that will assist him
in providing effective and efficient services in the Chapter 11
case.

Compensation will be payable to RGS on an hourly basis, plus
reimbursement of actual, necessary expenses incurred by RGS.
Mr. Donnell's hourly fee is $275.

Prior to the petition date, RGS received a retainer of $7,625 for
work to be performed by RGS.  The firm was also paid $12,375 for
work performed pre-petition relating to the bankruptcy filing.
RGS was not a creditor of the Debtor when the bankruptcy was
filed.

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

                      About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas. They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November were
$158 million. Year-over-year, revenue was down 50%, according to a
court filing.  In its schedules, the Debtors disclosed $24,053,049
in assets and $48,451,881 in liabilities as of the Petition Date.
Robert Dew Albergotti, Esq., at Haynes And Boone, LLP, in Dallas,
serves as counsel.  RGS LLC serves as the Debtor's financial
advisor.


CENTURYLINK INC: Moody's Cuts Debt Rating to Ba2; Assigns Ba1 CFR
-----------------------------------------------------------------
Moody's Investors Service downgraded CenturyLink, Inc.'s senior
unsecured debt rating to Ba2 from Baa3 and assigned a Corporate
Family Rating of Ba1.

As part of the rating action, Moody's has downgraded the short-
term rating of CenturyLink to Not Prime from Prime-3 and assigned
a speculative grade liquidity rating of SGL-4. The senior
unsecured ratings of Embarq Corporation and Qwest Corporation were
confirmed at Baa3 while the ratings of all other subsidiaries were
downgraded by one notch.

The downgrade reflects Moody's expectation that CenturyLink's
leverage (Debt to EBITDA) will remain elevated as a result of its
decision to abandon its long-standing leverage target (Debt to
EBITDA) of the low two's to 2.5 times and resume share
repurchases. The company also announced a 26% reduction in its
common stock dividend. The outlook for CenturyLink's ratings is
stable. The rating action concludes the review of CenturyLink's
ratings that was initiated on February 13, 2013.

Moody's has taken These rating actions:

CenturyLink, Inc.

Corporate Family Rating: Assigned Ba1

Probability of Default Rating: Assigned Ba1-PD

Senior Unsecured Commercial Paper: Downgraded to NP, from P-3

Speculative Grade Liquidity rating: Assigned SGL-4

Senior Unsecured Regular Bond/Debenture: Downgraded to Ba2 (LGD5,
85%), from Baa3

Senior Unsecured Bank Credit Facility: Baa3 (LGD3, 37%), from Baa3

Senior Unsecured Shelf: Downgraded to (P)Ba2, from (P)Baa3

Preferred Shelf: Downgraded to (P)Ba3, from (P)Ba2

Outlook: Stable, from Ratings Under Review

Qwest Communications International Inc.

Senior Unsecured Regular Bond/Debenture: Downgraded to Ba1 (LGD4,
63%), from Baa3

Outlook: Stable, from Ratings Under Review

Qwest Capital Funding Inc.

Senior Unsecured Regular Bond/Debenture: Downgraded to Ba1 (LGD4,
63%), from Baa3

Outlook: Stable, from Ratings Under Review

Qwest Corporation

Senior Unsecured Regular Bond/Debenture: Baa3 (LGD3, 31%), from
Baa3

Outlook: Stable, from Ratings Under Review

Mountain States Telephone & Telegraph Co.

Outlook: Stable, from Ratings Under Review

Northwestern Bell Telephone Company

Outlook: Stable, from Ratings Under Review

Embarq Corporation

Senior Unsecured Regular Bond/Debenture: Baa3 (LGD3, 37%), from
Baa3

Outlook: Stable, from Ratings Under Review

Centel Capital Corp.

Senior Unsecured Regular Bond/Debenture: Downgraded to Baa3
(LGD3, 31%), from Baa2

Outlook: Stable, from Ratings Under Review

Embarq Florida, Inc.

Senior Secured First Mortgage Bonds: Downgraded to Baa2 (LGD2,
12%), from Baa1

Outlook: Stable, from Ratings Under Review

Carolina Telephone & Telegraph Co.

Senior Secured First Mortgage Bonds: Downgraded to Baa2 (LGD2,
12%), from Baa1

Outlook: Stable, from Ratings Under Review

United Telephone Co. of Pennsylvania

Senior Secured First Mortgage Bonds: Downgraded to Baa2 (LGD2,
12%), from Baa1

Outlook: Stable, from Ratings Under Review

Ratings Rationale:

"The downgrade of CenturyLink's rating reflects Moody's view that
management's tolerance for higher financial leverage is
inconsistent with an investment grade rated wireline telecom
service provider," stated Dennis Saputo, Moody's Senior Vice
President. On February 13, 2013, the company announced revisions
to its capital allocation strategy including a new goal to
maintain leverage at less than 3.0 times Debt to EBITDA (about 3.5
times including Moody's standard adjustments for leases and
pensions). Consequently, the company's leverage will remain
elevated compared to Moody's prior view. And, while the 26%
reduction in the common stock dividend would, all else being
equal, be considered a positive development for bondholders, it
does not offset the negative impact of management's tolerance for
higher leverage. Furthermore, CenturyLink's announcement that it
is likely to direct more cash to repurchase common stock than it
saves from reducing its dividend by 26% is negative for its credit
rating. Finally, Moody's believes that the company is unlikely to
return to its prior leverage target as the new capital structure
supports higher equity returns and reduces the imbalance between
its cost of debt and cost of equity.

CenturyLink's Ba1 Corporate Family Rating largely reflects the
challenges that it faces in reversing the downward pressure on
revenues and sustaining EBITDA margins exacerbated by a tolerance
for higher leverage. At the same time, the ratings benefit from
the predictability of the company's cash flows and its broad scale
of operations.

Moody's believes that revenue expansion will prove elusive for the
next two to three years as modest growth in enterprise and hosting
services fail to offset ongoing consumer and wholesale weakness.
More significantly, EBITDA will come under pressure as merger
synergies from recent acquisitions fade and ongoing efforts to
improve business efficiency fail to offset the negative margin
impact of an unfavorable product mix shift. In addition, the
company is likely to continue investing in various growth
opportunities (enterprise, hosting, broadband, etc.) in an effort
to drive long-term revenue and profit growth. These investments
will initially pressure overall margins before they begin
producing a return.

Capital spending is expected to remain relatively stable over the
next few years with the company continuing to expand its IPTV
footprint and invest in other growth initiatives (i.e. data center
capacity, managed hosting and broadband expansion). Interest
expense will trend up slowly, but steadily due mainly to higher
interest costs on refinanced debt. And, cash taxes will begin to
absorb an increasing percentage of the company's pretax income
beginning in 2015, when CenturyLink is expected to have fully
utilized its federal income tax net operating loss carry forwards.
Consequently, Moody's believes that the boost to free cash flow
generated by the dividend reduction will erode over time. Even
after the 26% reduction, CenturyLink's dividend will still consume
almost half of its discretionary cash flow.

CenturyLink had a history of temporarily exceeding its target
leverage, followed by decisive debt reduction. However, past
instances of higher leverage were primarily driven by strategic
M&A and offered post-transaction cash flow growth. In this
instance, CenturyLink may fund a portion of its planned share
repurchases with debt, a strategy that will not benefit future
leverage (i.e. Debt/EBITDA) levels. "We view the new leverage
guidelines as permanent," continued Saputo. While management has
indicated that the company could take as much as two years to
complete the current share repurchase authorization, even if
CenturyLink stops or pauses the repurchase activity, acquisitions
and/or new share repurchase authorizations are likely over the
next few years, and leverage will likely remain close to or very
slightly above current levels. LTM to December 31, 2012, Debt to
EBITDA (Moody's adjusted) was 3.3 times. Moody's had previously
identified Debt to EBITDA (Moody's adjusted) above 3.0 times as a
downgrade trigger.

The stable outlook reflects Moody's view that the Company will
continue to generate healthy levels of free cash flow while
maintaining leverage very comfortably below its revised goal of
less than 3.0 times Debt/EBITDA (excluding Moody's adjustments).
Pushing leverage all the way to the new target would be
inconsistent with a Ba1 CFR.

CenturyLink currently has a weak liquidity profile and is assigned
a Speculative Grade Liquidity ("SGL") rating of SGL-4 largely due
to Moody's expectations concerning the timing of share repurchases
which for its analysis is expected to be $875 million in 2013,
$1.0 billion in 2014 and $125 million in 2015.

At the end of 2012, CenturyLink had almost $200 million in cash
and about $1.2 billion available under its credit facility. For
2013, Moody's expects CenturyLink to generate about $5.6 billion
in cash flow from operations (including integration costs,
synergies and pension funding) while investing about $2.9 billion
in the network and paying dividends of about $1.3 billion,
resulting in about $1.4 billion of free cash flow. Debt maturities
total $1.1 billion and share repurchases are expected to be $875
million in 2013.

While Moody's recognizes that the Company has predictable cash
flow generation and should be well in compliance with its
financial covenants during 2013, Moody's estimates that without
raising external capital, CenturyLink borrowings under its credit
facility would peak at about $1.4 billion during 2Q and 3Q of 2013
and that the company would end the year with less than $700
million available under its revolver.

Moody's expects free cash flow in 2014 to be close to the $1.4
billion generated in 2013. In 2014, debt maturities total $700
million and share repurchases are expected to total $1.0 billion.

CenturyLink's existing $2.0 billion revolving credit facility
expires in April 2017. The facility, which has 18 lenders, has
same day availability and does not contain a material adverse
change clause. The company's ability to borrow under the facility
reduces commensurately with the amount outstanding under the
company's commercial paper programs, which in turn is effectively
limited to the amount available under the credit facility. Based
on its expectations of the company's operating performance,
Moody's estimates CenturyLink will maintain ample cushion under
the financial covenants contained in the revolving credit
facility. The facility contains various covenants, including two
financial covenants that limit total funded debt to consolidated
EBITDA to no more than 4.0 times (as defined under the credit
agreement) and consolidated interest expense and preferred stock
dividends to consolidated EBITDA to not less than 1.5 times.
Moody's estimates the company is well in compliance with a debt
ratio of about 2.6 and interest coverage of about 5.7 times on
December 31, 2012. The facility also contains covenants limiting
Qwest Corp. debt of 2.85x ongoing and 2.35x prior to the
incurrence of additional debt. Borrowings under the credit
facility are guaranteed by two of the company's wholly-owned
subsidiaries, Embarq Corp. and Qwest Communications International
Inc. ("QCII") and one of QCII's wholly-owned subsidiaries, Qwest
Services Corporation.

The downgrade of CenturyLink's senior unsecured rating from Baa3
to Ba2 reflects its junior position in the capital structure and
the relatively significant amount of senior debt that is likely to
remain outstanding at Qwest Corporation.

Moody's confirmed the Baa3 rating on CenturyLink's credit facility
reflecting the structural seniority provided by the subsidiary
guarantees.

The senior unsecured debt of Qwest Corporation, the Company's
largest operating subsidiary, is confirmed at Baa3 based on its
structural seniority and relatively low leverage of about 2.2
times Debt to EBITDA (Moody's adjusted) as of LTM September 30,
2012. Moody's notes that CenturyLink plans to refinance maturing
debt at Qwest Corporation at this entity. Consequently, Moody's
expects leverage at Qwest Corporation to increase for the next few
years, at least, since Moody's expects its EBITDA to continue to
decline.

The senior unsecured debt of Qwest Communications International,
Inc. ("QCII) and Qwest Capital Funding, Inc. (which is guaranteed
by QCII) is downgraded from Baa3 to Ba1 in accordance with our LGD
methodology reflecting its intermediate position in the capital
structure between Qwest Corporation and CenturyLink, Inc.

The senior unsecured debt of Embarq Corporation is confirmed at
Baa3. CenturyLink has indicated that it plans to refinance debt
that matures at this entity at the parent company level
(CenturyLink, Inc.). Consequently, Moody's expects leverage at
Embarq Corporation (3.1 times Debt to EBITDA, Moody's adjusted, as
of LTM September 30, 2012) to decline over time.

The senior secured debt of Embarq's operating subsidiaries, Embarq
Florida, Inc., United Telephone Company of Pennsylvania, and
Carolina Telephone & Telegraph Company are all downgraded from
Baa1 to Baa2. These securities benefit from structural seniority
and the pledge of assets of the operating companies.

The senior unsecured debt of Centel Capital Corporation
(guaranteed by its direct parent, Centel Corporation) has been
downgraded from Baa2 to Baa3 reflecting its structural
subordination to the secured debt of the subsidiaries of Centel
Corporation, which include Embarq Florida.

Although unlikely given the company's new leverage target, Moody's
could raise CenturyLink's ratings if leverage were to be sustained
below 3.0x (Debt / EBITDA, Moody's adjusted) and free cash flow to
debt were in the high single digits. More importantly, Moody's
would need evidence that management is committed to a more
conservative financial policy.

Moody's could lower the ratings further if one of these occurs: a)
leverage (Debt / EBITDA, Moody's adjusted) were to exceed 3.4x or
free cash flow to debt fell below 5% on a sustained basis; b)
revenues or EBITDA materially underperformed Moody's expectations;
c) management were to signal further tolerance of additional
financial leverage.

The principal methodology used in this rating was the Global
Telecommunications 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.


CHARLES GLUTH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Charles Gluth and Son Roofers, Inc.
        2550 Colfax Street
        Gary, IN 46406

Bankruptcy Case No.: 13-20755

Chapter 11 Petition Date: March 14, 2013

Court: U.S. Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Frederick L. Carpenter, Esq.
                  DANIEL L. FREELAND & ASSOCIATES, P.C.
                  9105 Indianapolis Boulevard
                  Highland, IN 46322
                  Tel: (219) 922-0800
                  E-mail: dlf9601b@aol.com

                         - and ?

                  Daniel L. Freeland, Esq.
                  DANIEL L. FREELAND & ASSOCIATES, P.C.
                  9105 Indianapolis Boulevard
                  Highland, IN 46322
                  Tel: (219) 922-0800
                  E-mail: dlf9601b@aol.com

                         - and ?

                  Sheila A. Ramacci (EW), Esq.
                  DANIEL L. FREELAND & ASSOCIATES, P.C.
                  9105 Indianapolis Boulevard
                  Highland, IN 46322
                  Tel: (219) 922-0800
                  Fax: (219) 922-1261
                  E-mail: dlf9601b@aol.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
is available for free at:
http://bankrupt.com/misc/innb13-20755.pdf

The petition was signed by Herve Poirier, president.


COLLECTIVE BRANDS: Loan Increase Cues Moody's to Cut Rating to B2
-----------------------------------------------------------------
Moody's Investors Service downgraded Collective Brands' senior
secured term loan to B2 (LGD3, 44%) from B1 (LGD3, 41%). This
concludes the review for downgrade initiated on February 14, 2013.
Moody's also affirmed the company's B2 Corporate Family Rating and
B2-PD Probability of Default Rating. The rating outlook remains
negative.

These ratings were affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

This rating was downgraded (and LGD assessments amended):

Senior secured term loan due 2019 to B2 (LGD3, 44%) from B1 (LGD3,
41%)

Ratings Rationale:

The downgrade of senior secured term loan rating reflects the
closing of an "add-on" of $225 million to the existing term loan,
which increased the amount outstanding to $530 million. Proceeds
from the add-on were used to fund a distribution to the company's
owners. The downgrade reflects the increased amount of secured
debt in the company's capital structure without any corresponding
increase in any junior capital support.

Collective's B2 Corporate Family Rating takes into consideration
its recent trend of positive same store sales and improved
operating margins at its domestic business, as well as the
company's aggressive financial policies evidenced by the recent
shareholder distribution. The B2 CFR reflects the company's high
financial leverage following the acquisition with debt/EBITDA
(incorporating Moody's standard analytical adjustments) in excess
of 6 times, the still low operating margins of its domestic
Payless ShoeSource business and a strained economic situation for
its core customer base. The rating benefits from the company's
good overall liquidity profile, as Moody's expects the company
will remain cash flow positive and will have access to a $250
million (unrated) asset based revolver. The ratings take into
consideration Payless still strong brand equity notwithstanding
recent operating challenges, its scale in the retail footwear
segment, and a meaningful and growing international presence.

Ratings could be upgraded if Collective can sustain positive
results from its domestic business while experiencing continued
positive growth in its international markets. Quantitatively
ratings could be upgraded if EBITA/interest expense is sustained
above 1.75 times, and debt / EBITDA is sustained below 5.25 times.
The rating outlook could be stabilized if over the course of 2013
the company demonstrates revenue and operating margin stability
while maintaining debt/EBITDA near 6 times.

Ratings could be downgraded if the company's good liquidity
profile were to erode, if recent positive trends in sales and
margins were to reverse, or financial policies become more
aggressive. Quantitatively, ratings could be lowered if
debt/EBITDA is sustained above 6.25 times or if EBITA/interest
expense fell below 1.25 times.

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


DEX MEDIA WEST: Bank Debt Trades at 24% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 75.67 cents-on-
the-dollar during the week ended Friday, March 15, 2013, a drop of
0.25 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 24, 2014, and carries Moody's Caa3 rating.  The loan is one
of the biggest gainers and losers for the week ended March 15,
among 238 widely quoted syndicated loans with five or more bids in
secondary trading.

              About R.H. Donnelley & Dex Media East

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection (Bank. D. Del. Case No. 09-11833 through 09-11852)
on May 28, 2009.  They emerged from bankruptcy on Jan. 29, 2010.
On the Effective Date and in connection with its emergence from
Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.


DETROIT, MI: Jones Day Lawyer to Lead Detroit Restructuring
-----------------------------------------------------------
BankruptcyData reported that Michigan Governor Rick Snyder,
through the State of Michigan's Local Emergency Financial
Assistance Loan Board, named Kevyn Orr, a Partner in Jones Day's
Business Restructuring & Reorganization Practice, to serve as
Detroit's Emergency Financial Manager.

According to a Jones Day release, Orr, a University of Michigan
graduate (J.D. 1983; B.A. in Political Science 1979), has
practiced in the areas of business restructuring, financial
institution regulation and commercial litigation for almost 30
years, the BankruptcyData report related.  He has played a leading
role in many of the nation's highest profile business
restructurings, including serving as counsel to Chrysler in its
April 30, 2009 Chapter 11 filing. Before entering private
practice, he held several leadership positions in the U.S.
Government related to financially distressed organizations,
including serving as Director of the Executive Office for United
States Trustees at the U.S. Department of Justice; Assistant
General Counsel of the Complex Litigation and Bankruptcy Section,
Resolution Trust Corporation and Counsel, Litigation Section,
Federal Deposit Insurance Corporation. BankruptcyData said Orr
described this leadership role as the 'Olympics of restructuring'
and commented, 'Detroit is a great city. It is a storied city in
American history. It's the arsenal of democracy. It was a key
component of freeing the world of fascism. I feel compelled to do
this job.'


DOUGLAS DYNAMICS: Moody's Retains B1 CFR and Senior Loan Ratings
----------------------------------------------------------------
Moody's Investors Service says liquidity helps Douglas Dynamics
maintain ratings despite weak operating performance in 2012.

Douglas Dynamics is the North American leader in the design,
manufacture, sale and support of snow and ice control equipment
through its Western, Fisher, and Blizzard brands.

On March 9, 2011, Moody's upgraded Douglas Dynamics's Corporate
Family Rating to B1 from B2, and assigned a B1 rating to the
proposed $125 million senior secured term loan facility.


EDUCATION HOLDINGS: Prepackaged Plan Declared Effective
-------------------------------------------------------
BankruptcyData reported that Education Holdings 1's Modified
Prepackaged Chapter 11 Plan of Reorganization became effective,
and the Company emerged from Chapter 11 protection. The Court
confirmed the Company's Plan on March 7, 2013.

BankruptcyData related that the primary purpose of the Debtor's
Plan is to effectuate the restructuring of the Company's capital
structure in order to bring it into alignment with the Company's
present and future operating prospects and to provide the Company
with greater liquidity.

Marie Beaudette at Dow Jones' DBR Small Cap reports that the
Massachusetts company that recently sold the Princeton Review
test-preparation company has emerged from Chapter 11 protection
under the control of its lenders.


                    About Education Holdings 1

Education Holdings 1, Inc., is a holding company that through its
Penn Foster division, operates the oldest and one of the largest
distance career schools in the world - generating over 150,000 new
enrollments annually for its accredited, career-focused, online
degree and vocational programs in the U.S., Canada and over 150
other countries in the world.

In March 2012, Education Holdings sold its higher education
readiness (HER) division, including the name and brand the
Princeton Review, to an affiliate of Charlesbank Capital Partners.

Education Holdings, just three years after acquiring using
borrowed funds the Penn Foster distance career schools for $170
million, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-
10101) on Jan. 21, 2013, with a bankruptcy-exit plan negotiated
with major debt holders.

Penn Foster Education Group, Inc. nor Penn Foster Inc. are not
included in the Chapter 11 filings.


ERNESTO PEREZ: Ex-Wife's Bid to Dismiss Case Partially Denied
-------------------------------------------------------------
Bankruptcy Judge Enrique Lamoutte has denied in part a motion to
dismiss the case In re ERNESTO ANTONIO MELENDEZ PEREZ CHAPTER 11
Debtor, Case No. 12-03808 (Bankr. D. P.R.), with respect to
obligations to pay $2,000 per month and certain mortgage payments.

The Motion to Dismiss was brought by Mr. Perez's former spouse,
Margarita Diaz Rivera, who alleged that "the debtor [failed] to
pay any domestic support obligation that first becomes payable
after the date of the filing of the petition."

Mr. Melendez filed for a bankruptcy petition on May 16, 2012.  He
included Mrs. Diaz in the schedule of unsecured creditors for an
unliquidated and disputed unsecured claim regarding a conjugal
partnership liquidation.  The couple divorced in 2003.  They have
two daughters.

Judge Lamoutte held that is it is uncontested that the $3,000
monthly payment, the health insurance coverage for Mrs. Diaz, and
the disability insurance policy naming Mrs. Diaz as the sole
beneficiary constitute domestic support obligations under
11 U.S.C. Sec. 101(14A).  "Thus, the same must be currently paid,"
the judge said.

The additional $2,000 monthly payment and the mortgage payment of
Mrs. Diaz's residence, however, are not domestic support
obligations under 11 U.S.C. Sec. 101(14A), but rather form part of
the liquidation and division of conjugal assets property
settlement agreed upon by the parties during their divorce
proceedings, the judge opined.

The bankruptcy court will hold an evidentiary hearing regarding
the life insurance policy obligation to determine the intent of
the parties at the time of the divorce proceedings and thus,
determine whether the same constitutes a domestic support
obligation or forms part of the property settlement.  The
evidentiary hearing has been scheduled for May 29, 2013 at 9:30
a.m.

A copy of Judge Lamoutte's March 11, 2013 Opinion and Order is
available for free at http://is.gd/ELitFDfrom Leagle.com.


EXETER HOLDING: State Court to Hear Suits v. First American et al
-----------------------------------------------------------------
At the behest of First American Title Insurance Company of New
York, Bankruptcy Judge Alan S. Trust abstained from hearing four
removed actions and remanded these actions to state court to be
prosecuted to judgment:

     -- EXETER HOLDING, LTD., Plaintiff, v. AFC REAL ESTATE,
        LLC, 1.2.3. HOLDING CORP., ALAN KASPER, and ELVIRA
        PALAZZO, Defendants (Bankr. E.D.N.Y. Adv. Proc. No.
        12-8392);

     -- 1.2.3. HOLDING CORP., Plaintiff, v. EXETER HOLDING,
        LTD., Defendant (Bankr. E.D.N.Y. Adv. Proc. No.
        12-8393);

     -- EXETER HOLDING, LTD., Plaintiff, v. FIRST AMERICAN
        TITLE INSURANCE COMPANY OF NEW YORK, Defendant (Bankr.
        E.D.N.Y. Adv. Proc. No. 12-8395); and

     -- VERA PALAZZO, Plaintiff, v. 1.2.3. HOLDING CORP.,
        and EXETER HOLDING, LTD., Defendants (Bankr. E.D.N.Y.
        Adv. Proc. No. 12-8410)

Prior to the bankruptcy filing, Exeter Holding, Ltd., was a party
to a number of lawsuits that were pending in the New York State
Supreme Court.  In October and November 2012, the Debtor removed
each of the actions to the Bankruptcy Court.  Three of the Removed
Actions -- 12-8392, 12-8393 and 12-8410 -- involve a series of
interrelated disputes among the Debtor, AFC Real Estate LLC,
1.2.3. Holding Corp., Alan Kasper and his wife, Elvira Palazzo
(also called Vera Palazzo), regarding the priority of liens on and
title to real property located at 106 Trafalgar Drive, Shirley,
New York.  The Debtor and Palazzo each hold mortgages on the
Shirley Property which they are each seeking to foreclose.  1.2.3.
Holding holds title to the Shirley Property, which it acquired in
part from AFC and in part from another entity that is not a party
to any Removed Action.

The Debtor sued AFC, 1.2.3. Holding, Kasper, and Palazzo seeking
to set aside the deed from AFC to 1.2.3. as a fraudulent
conveyance (Adv. Proc. No. 12-8392).  1.2.3. Holding is seeking to
have the Debtor's mortgage declared null and void (Adv. Proc. No.
12-8393). Palazzo sued 1.2.3. Holding and the Debtor to foreclose
her mortgage, which she claims has priority over the Debtor's
mortgage (Adv. Pro. No. 12-8410-ast).

The fourth Removed Action, 12-8395-ast, is unrelated and involves
claims by the Debtor against First American Title Insurance
Company.  The Debtor seeks $320,000 in damages and other relief
for First American's alleged failure to disclose the existence of
prior liens against three properties located at 728 Berriman
Street, Brooklyn, New York; 59-36 161st Street, Flushing, New
York; and 61-18 Parson Boulevard, Flushing, New York, resulting in
the Debtor being deprived of a priority lien position against
these properties.  The Debtor further alleges that it retained
First American to record documents necessary to perfect Debtor's
mortgage lien, but that First American "failed to timely record
the documents" which resulted in the Debtor not being named as a
defendant in a foreclosure action.  Thus, the Debtor is claiming,
in part, that due to First American's conduct, the Debtor was
denied the opportunity to challenge the priority or validity of
another party's mortgage lien that was foreclosed, divesting the
Debtor of an enforceable lien against the subject properties.

The Court scheduled pretrial conferences in each Removed Action
for Dec. 5, 2012.  At the Initial Conferences, the Court directed
counsel for each non-Debtor party to file a brief by Jan. 4, 2013,
addressing (1) whether the Court should abstain from hearing the
Removed Action(s), and (2) the implications of abstention on the
Removed Actions.  The Court directed the Debtor to file a response
by Jan. 18, 2013.

On Jan. 4, First American filed a brief in support of abstention
and remand in the First American Action.  No other non-Debtor
party filed a brief as directed.  On Jan. 18, the Debtor filed a
brief in opposition to abstention and remand in each Removed
Action.

On Jan. 29, First American filed a statement pursuant to
Bankruptcy Rule 7008(a) stating that the Debtor's claims against
it are non-core, and that it does not consent to entry of a final
judgment.  To date, no other non-Debtor party has filed a
Bankruptcy Rule 7008(a) statement. Additionally, neither First
American nor any other non-Debtor party has filed a proof of claim
in the Debtor's main bankruptcy case; the bar date to file
prepetition claims ran on Jan. 30, 2013.

In each Removed Action, the Debtor filed a statement pursuant to
Bankruptcy Rule 7008(a) stating that the Debtor's claims are core
and consenting to entry of final judgment by the Court.  The
Debtor has filed proposed discovery control plans in all four
Removed Actions.

Judge Trust ruled that:

     -- with respect to the First American Action, 12-8395,
        abstention is mandated under 28 U.S.C. Sec. 1334(c)(2);
        permissive abstention is warranted under Sec. 1334(c)(1);
        and the First American Action is remanded to the New York
        Supreme Court, County of Queens, pursuant to 28 U.S.C.
        Sec. 1452(b) and Bankruptcy Rule 5011(c);

     -- with respect to the three Shirley Actions -- 12-8392,
        12-8393-ast and 12-8410-ast -- permissive abstention is
        warranted under Sec. 1334(c)(1), and those actions are
        remanded to the New York Supreme Court, County of
        Suffolk, pursuant to Sec. 1452(b) and Bankruptcy Rule
        5011(c); and

     -- all parties to the Removed Actions are authorized to
        return to the respective State Court handling each
        Removed Action to prosecute such Action through to
        judgment on the merits, and any appeals therefrom;
        however, no party to a Removed Action will be allowed
        to enforce a judgment against Debtor or against
        property of the Debtor's bankruptcy estate without
        first obtaining leave of the Bankruptcy Court; and

     -- all unexpired deadlines in the Bankruptc Court's
        Initial Adversary Scheduling Orders issued in each
        Removed Action are vacated.

A copy of the Court's March 13 Decision and Order is available at
http://is.gd/s2Q1JWfrom Leagle.com.


EXPERT GLOBAL: S&P Puts B Issuer Credit Rating on CreditWatch Neg
-----------------------------------------------------------------
Standard & Poor's Rating Services said that it placed its ratings,
including its 'B' issuer credit rating, on Expert Global Solutions
LLC (EGS) on CreditWatch with negative implications.

"The CreditWatch placement reflects our expectation that EGS will
likely violate a leverage covenant unless it amends its debt
agreement," said Standard & Poor's credit analyst Kevin Cole.  "We
believe that the debtholders will most likely agree to some easing
of the existing covenants but could also require EGS to pay a
higher interest rate on the debt."  The company may also have to
tighten covenant headroom, meaning it could be at risk of further
violations.

EGS has reported worse-than-expected operating results since its
recapitalization and acquisition of APAC Customer Services Inc.
(not rated) in April 2012.  EGS' debt agreements include covenants
that periodically tighten.  The company's leverage ratio
(operating company debt over EBITDA plus certain synergy
assumptions), as defined in its credit agreement, has risen
steadily over the past few quarters.  S&P believes that the
company will likely breach its covenant maximum, which will be
4.25x as of March 31, 2013.  The company will not have technically
breached that covenant until it is scheduled to report first-
quarter results in mid-May.

The company's performance has been worse than expected over the
past few quarters due to disappointing volumes in its collections
and customer service businesses.  Although S&P believes that
volumes have stabilized and could increase in 2013, the company's
credit metrics will likely worsen in the next few quarters.

"We plan to resolve the CreditWatch placement once we know the
terms of any potential amendment between EGS and its lenders,"
said Mr. Cole.  S&P could lower the ratings on EGS by at least one
notch, depending on the level of covenant headroom the company has
going forward and how much its debt servicing costs increase.  If
the company is unable to amend its credit agreement during the
next few weeks, S&P could lower the ratings by multiple notches.


FKF 3 LLC: Default Judgment Entered in Clawback Suits
-----------------------------------------------------
Bankruptcy Judge Cecelia G. Morris granted the request of Gregory
Messer, Trustee of the FKF Trust, for entry of default judgments
against seven defendants.  Judge Morris said defendants Gary M.
Ricci; GMR, LLC; 333, LLC; Conrad Roncati; and Ariston Properties,
L.L.C., failed to establish good cause sufficient to set aside the
entries of default.

The Trustee commenced the adversary proceeding on July 18, 2012.
The Trustee seeks to recover $3,193,750 from GMR LLC; Gary M.
Ricci; and Conrad Roncati, jointly and severally, for breach of
contract and turnover of property of the estate.  The Complaint
also seeks to recover $1,100,000 from Ariston; 333 LLC; One
Development of Edgewater, L.L.C.; and One Degree, LLC, jointly and
severally, for certain alleged fraudulent transfers made by the
Debtor to these entities.

At the center of both of these claims is an alleged loan made by
the Debtor to GMR and its principal, Gary M. Ricci.  The Trustee
alleges that in April 2006, GMR presented the Debtor with an
amended note, promising to repay $1,500,000, together with
interest, on the Note's maturity date.  The Note replaced a
previous promissory note.  In total, the Trustee alleges that the
Debtor loaned various entities $1,100,000 in cash, with the
remaining $400,000 in principal attributable to another transfer
to Ricci.

Contemporaneous with the execution of the Note, Ricci and Roncati
allegedly guaranteed the full, prompt, and unconditional repayment
of the loan.  In addition, Ricci and Roncati pledged their
membership interests in Ariston and GMR, respectively, to the
Debtor as additional security for GMR's obligations under the
Note.

The Trustee served a copy of the complaint upon all Defendants on
July 24, 2012.  The deadline to file an answer, or otherwise reply
expired on Aug. 22, 2012 without a response from any of the
Defendants.  At the Trustee's request, the Clerk of Court entered
a default against all the Defendants on Sept. 6, 2012.

On Sept. 5, 2012, the Trustee requested that another summons be
issued.  The second summons was issued by the Clerk's Office and
GMR, Ricci, Ariston, and Roncati were re-served at different
addresses on Sept. 10.  The deadline to file an answer or
otherwise reply to the Second Summons expired Oct. 9 without a
response from any of these Defendants.  Thereafter, the Trustee
requested that a second default be entered against GMR, Ricci,
Ariston, and Roncati.  The Trustee states that the Clerk's Office
advised that the defaults previously entered were valid.

On Nov. 15, 2012, the Trustee filed a Motion for Default Judgment,
which was served upon all Defendants at all addresses previously
utilized by the Trustee for service.  The deadline to file a
response expired Dec. 10 without a response from any of the
Defendants.  On Dec. 21, 2012, Ricci filed an objection on behalf
of himself, GMR, and 333.  On Dec. 26, Roncati filed an objection,
through counsel, on behalf of himself and Ariston.

On Jan. 4, 2013, the Trustee filed a response to the objections.
On Jan. 18, 2012, Ricci filed a letter with the Court regarding
his failure to appear at the Jan. 8 hearing, in which he advised
the Court that he was under the impression that he did not need to
attend the hearing.

The case is, Gregory Messer, as Trustee of the FKF Trust,
Plaintiff, v. GMR, LLC, Ariston Properties, L.L.C., One
Development of Edgewater, L.L.C., One Degree, LLC, 333, LLC, Gary
M. Ricci, and Conrad Roncati, Defendants, Adv. Proc. No. 12-09072
(Bankr. S.D.N.Y.).

Mr. Messer is represented by Klestadt & Winters, LLP's Fred
Stevens, Esq. -- fstevens@klestadt.com -- and Maeghan J.
McLoughlin, Esq. -- mmcloughlin@klestadt.com

The Law Offices of Charles Shaw, P.C., in Dumont, New Jersey --
charles@charlesshawlaw.com -- argues for Conrad Roncati and
Ariston Properties, LLC.

A copy of the Court's March 13, 2013 Memorandum Decision is
available at http://is.gd/CJiVcHfrom Leagle.com.

Three creditors filed an involuntary Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 10-37170) against FKF 3, LLC, on July 19, 2010.
The Debtor consented to the order for relief, and the Court
entered it on Aug. 9, 2010.  On April 18, 2011, the Court
confirmed the Joint Plan of Liquidation of FKF 3, LLC, pursuant to
which the FKF Trust was created and Gregory Messer was appointed
trustee.


FERRAIOLO CONSTRUCTION: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Ferraiolo Construction, Inc.
          fka Ferraiolo Precast, Inc.
              Ferraiolo Corp.
              Ferraiolo Real Estate Company, Inc.
        28 Gordon Drive
        Rockland, ME 04841

Bankruptcy Case No.: 13-10164

Chapter 11 Petition Date: March 13, 2013

Court: U.S. Bankruptcy Court
       District of Maine (Bangor)

Judge: Louis H. Kornreich

Debtor's Counsel: George J. Marcus, Esq.
                  MARCUS, CLEGG & MISTRETTA, P.A.
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000
                  E-mail: bankruptcy@mcm-law.com

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

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 John Ferraiolo, president and
treasurer.


FIBERTOWER CORP: Keeps Chapter 11 Control Amid Wind-Down
--------------------------------------------------------
Marie Beaudette at DBR Small Cap reports that a bankruptcy judge
said FiberTower Corp. can keep control over its Chapter 11 case
while it works to wind down its business.

As reported in the March 12 edition of the TCR, the Debtors asked
the Court to further extend the period by which they have
exclusive right to propose a plan until Aug. 12, 2013, and solicit
acceptances of that plan until Oct. 11.

The Debtors said in court filings that they require the additional
time to propose, and solicit acceptances for, a Chapter 11 plan
because, as a result of the Federal Communications Commission's
denial of their applications, the entry into the term sheet with
the so-called Participating Carriers, and the Debtors'
negotiations with respect sales of their assets, they are still
deliberating the terms of a Chapter 11 plan.  In addition, the
Debtors said they need additional time to negotiate and finalize
the terms of any plan with the holders of 2016 Notes, among other
interested parties.  Lastly, the additional time will extend the
Exclusivity Period beyond the shut-down date under the Carrier
Term Sheet and thereby provide the Debtors with clarity with
respect to proposing a Chapter 11 plan.

                     About FiberTower Corporation

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.


GF 5001: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: GF 5001 Washington, LLC
        5001 W. Washington
        Chicago, IL 60644

Bankruptcy Case No.: 13-10247

Chapter 11 Petition Date: March 14, 2013

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

Judge: Pamela S. Hollis

Debtors' Counsel: Lester A. Ottenheimer, III, Esq.
                  OTTENHEIMER LAW GROUP, LLC
                  750 Lake Cook Road, Suite 140
                  Buffalo Grove, IL 60090
                  Tel: (847) 520-9400
                  Fax: (847) 520-9410
                  E-mail: lottenheimer@olawgroup.com

Estimated Assets: $0 to $50,000

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
GF 6 Mason, LLC                         13-10248
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Silas Shadid, managing member.

A. A copy of GF 5001 Washington's list of its nine largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/ilnb13-10247.pdf

B. A copy of GF 6 Mason's list of its 12 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb13-10248.pdf


GILBERT AUTO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gilbert Auto of Walla Walla, LLC
          dba Gilbert Chrysler Jeep Dodge Ram
        P.O. Box 497
        Walla Walla, WA 99362

Bankruptcy Case No.: 13-01066

Chapter 11 Petition Date: March 14, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtors' Counsel: Barry W. Davidson, Esq.
                  DAVIDSON BACKMAN MEDEIROS, PLLC
                  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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Gilbert Chevrolet, LLC                  13-01067
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Mark W. Gilbert, member.

A. A copy of Gilbert Auto of Walla Walla's list of its 20 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/waeb13-01066.pdf

B. A copy of Gilbert Chevrolet's list of its 20 largest unsecured
creditors filed with the petition is available for free at
http://bankrupt.com/misc/waeb13-01067.pdf


GLATFELTER COMPANY: Dresden Papier Purchase is Credit Positive
--------------------------------------------------------------
Moody's Investors Service commented that P. H. Glatfelter Company
(Glatfelter, Ba1 stable) announcement that it had signed a
definitive agreement to acquire German based nonwoven wallpaper
base producer Dresden Papier GmbH (Dresden Papier, not rated) for
EUR160 million (approximately $209 million) is credit positive.

The deal modestly increases the Glatfelter's scale, product and
geographic diversification, and is consistent the company's growth
strategy in acquiring leading businesses to offset the company's
declining paper based operations. The company's Ba1 corporate
family rating, Ba1 senior unsecured rating, SGL-1 liquidity rating
and stable outlook remain unchanged.

The principal methodology used in rating Glatfleter was the Global
Paper and Forest Products Industry Rating Methodology published in
September 2009.

Headquartered in York, Pennsylvania, P. H. Glatfelter Company
manufactures specialty papers and fiber-based engineered products.
2012 revenue was $1.6 billion, with about two-thirds of the
company's sales generated from assets located in North America and
the balance from operating assets located in Europe.


GULF FLEET: Trustee Gets Favorable Ruling in Suit vs. Triple "C"
----------------------------------------------------------------
ALAN GOODMAN, TRUSTEE FOR THE GULF FLEET LIQUIDATING TRUST,
Plaintiff, v. TRIPLE "C" MARINE SALVAGE, INC., Defendant,
Adversary Case No. 12-05024, involves preference claims by Alan
Goodman, the trustee of the Gulf Fleet Liquidating Trust against
Triple "C" Marine Salvage, Inc.  The court previously granted in
part and denied in part the Trustee's motion for summary judgment
on its preference claims as well as Triple "C"'s defenses.  The
court granted the motion with respect to the Trustee's case-in-
chief and Triple "C"'s new value defenses, but denied the motion
with respect to Triple "C"'s ordinary course defense.  On
Jan. 17, 2013, the court conducted a one-day trial on Triple "C"'s
ordinary course defense, and took the case under advisement
following the trial.

After considering the trial record, the parties' arguments, and
the relevant authorities, Judge Robert Summerhays of the U.S.
Bankruptcy Court for the Western District of Louisiana grants
judgment in favor of the Trustee on his section 547(b) preference
claim in the amount of $27,400.  The Court directs the Trustee to
prepare and submit a judgment that reflects the Court's ruling.

A copy of the Bankruptcy Court's March 12, 2013 Decision is
available at http://is.gd/Ab3Ysifrom Leagle.com.

                     About Gulf Fleet

Lafayette, Lousiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- filed for
Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. W.D. La.
Case No. 10-50713).

Gulf Fleet owned and operated a fleet of offshore and fast supply
vessels that supported oil and gas exploration and production
companies and other oilfield service companies.  Gulf Fleet also
operated an independent vessel brokerage business.

Gulf Fleet estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in its Chapter 11 petition.
In their schedules, affiliate Gulf Fleet, LLC, disclosed
$2,088,277 in assets and $83,891,116 in liabilities; Gulf Fleet
Management, LLC, disclosed $943,256 in assets and $45,071,399 in
liabilities; and Gulf Ocean Marine Services, LLC, disclosed
$15,777,138 in assets and $79,513,230 in liabilities.

R. Michael Bolen, U.S. Trustee for Region 5 appointed seven
members to the official committee of unsecured creditors.  The
Committee is represented by Alan H. Goodman, Esq., Christopher D.
Johnson, Esq., and Hugh M. Ray, Jr., Esq.


HARSCO CORP: Moody's Cuts Senior Unsecured Debt Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service downgraded Harsco Corp.'s senior
unsecured ratings to Ba1 from Baa3, and downgraded its commercial
paper rating to Not-Prime from Prime-3. In addition, Moody's has
assigned the company a Ba1 Corporate Family Rating, a Ba1-PD
Probability of Default Rating, and an SGL-3 Speculative Grade
Liquidity Rating. The rating outlook is stable. This concludes the
review for possible downgrade initiated on December 11, 2012.

These rating actions were taken:

Corporate family rating, Ba1 assigned;

Probability of default rating, Ba1-PD assigned;

Senior unsecured ratings, downgraded to Ba1 (LGD4-54%) from Baa3;

Senior unsecured shelf rating, downgraded to (P)Ba1 from (P)Baa3;

Subordinated shelf rating, downgraded to (P)Ba2 from (P)Ba1;

Preferred shelf rating, downgraded to (P)Ba3 from (P)Ba2;

Commercial paper rating, downgraded to Not-Prime from Prime-3;
and,

Speculative grade liquidity rating, SGL-3 assigned

Rating Rationale

The downgrade of Harsco's ratings reflects Moody's view that the
company's future level of earnings relative to its debt service
requirements and the amount of debt utilized in its capital
structure will result in key credit metrics reflecting a Ba credit
profile. Further, Moody's expects key end markets to remain weak
over the near term. Harsco relies heavily on global non-
residential construction and infrastructure spending, which, in
Moody's view, will remain weak for the remainder of the year and
well into 2014. The global steel industry currently has weak
growth prospects. Steel demand in the US does not support a
sustainable recovery over the next 12-18 months, and the European
steel industry remains under pressure. Although Moody's
anticipates some rebound in the US non-residential construction
sector, which would benefit Harsco's Infrastructure business,
uncertain economic conditions in Europe may offset any gains,
particularly in the United Kingdom and several other Western
European countries. In aggregate, Western Europe accounts for
about 36% of Harsco's total revenues. Moody's forecasts Harsco's
interest coverage, defined as EBIT-to-interest expense,
approaching 3.0 times over the next 18 months, debt-to-EBITDA
slightly over 3.0 times, and debt-to-book capitalization close to
65% by the end of 2014 (all ratios incorporate Moody's standard
adjustments).

Harsco's Ba1 Corporate Family Rating benefits from its competitive
position in various infrastructure, industrial service and
manufacturing businesses, its moderate size, and its diverse
global footprint, all of which provide an offset to the weak
credit metrics. Solid backlog in excess of $4.9 billion at the end
of fiscal 2012 provides a good base for recurring revenues within
the Metals and Minerals segment. Also, Moody's anticipates some
operating improvement as Harsco benefits from past restructuring
efforts and a renewed focus on cash generation and business unit
alignment.

The SGL-3 speculative grade liquidity rating reflects Moody's
expectation that Harsco will maintain an adequate liquidity
profile over the next 12 months. Constraining the liquidity rating
is Harsco's need for significant levels of maintenance and growth
capital expenditures, which limits its ability to generate large
amounts of free cash flow. Although revolver availability should
be sufficient to fund potential operating cash shortfalls and to
redeem the company's $150 million Notes due September 2013, the
usage of the revolver to refinance long-term debt limits Harsco's
liquidity as well.

The stable rating outlook encompasses Moody's expectations that
key credit metrics will improve gradually over the next 12 to 18
months, becoming more supportive of the corporate family rating.
Also, Harsco's business profile and availability under the
revolving credit facility gives it the financial flexibility to
support growth initiatives and to contend with the global economic
uncertainties, especially in Western Europe.

The Ba1 rating assigned to $850 million in senior unsecured notes
-- the same as the corporate family rating -- reflects their
position as the preponderance of committed debt in Harsco's
capital structure.

Positive rating actions over the intermediate term are unlikely as
Harsco needs to demonstrate its ability to improve and sustain
operating margins and cash flows. However, over the longer term,
adjusted EBIT-to-interest expense remaining above 4.5 times,
adjusted debt-to-EBITDA sustained below 3.0 times, adjusted debt-
to-book capitalization sustained below 50%, and an improved
liquidity profile would be supportive of positive rating actions.

A rating downgrade could result if Harsco is not achieving the
expected level of operating margin improvement following its cost
reduction programs or if financial performance deteriorates due to
a further decline in the company's end markets. Adjusted EBIT-to-
interest expense sustained below 2.75 times, adjusted debt-to-
EBITDA above 3.5 times for an extended period of time, or
deterioration in the liquidity profile could pressure the ratings.

The principal methodology used in this rating was the Global Steel
Industry Methodology published in October 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Harsco Corporation, headquartered in Camp Hill, PA, is a
diversified industrial service company focused on global markets
for infrastructure access, outsourced services to metal
industries, metal recovery & mineral-based products, railway track
maintenance and certain industrial equipment. Revenues for the 12
months through December 31, 2012 totaled approximately $3.0
billion.


HAVRE AERIE: Groven's $290,700 Judgment Lien Avoidable
------------------------------------------------------
HAVRE AERIE #166 EAGLES, Plaintiff, v. KAYCEE GROVEN, Defendant,
Adv No. 12-00027 (Bankr. D. Mont.), seeks to avoid, under 11
U.S.C. Sec. 547(b), a judicial lien obtained by Kaycee Groven and
to have Groven's claim declared wholly unsecured.  In a March 14,
2013 Memorandum of Decision available at http://is.gd/b0lyKdfrom
Leagle.com, Bankruptcy Judge Ralph B. Kirscher said judgment shall
be entered against Groven avoiding her judicial lien as a
preference under Sec. 547(b), and allowing Groven's claim as an
unsecured nonpriority claim.

The Havre Eagles Club is a not-for-profit corporation organized
under Montana law.  On April 19, 2012, the Montana Twelfth
Judicial District Court, Hill County, entered a judgment in favor
of the Defendant and against the Debtor, in the amount of
$290,780.75.  Havre Aerie #166 Eagles, aka Fraternal Order of
Eagles, filed its Chapter 11 case (Bankr. D. Mont. Case No.
12-60679), eight days later on April 27.  A copy of the petition
is available at http://bankrupt.com/misc/mtb12-60679.pdf The
Debtor is represented by Steven M. Johnson, Esq. --
sjohnson@chjw.com -- at Church, Harris, Johnson & Williams, P.C.

Groven was represented by Philip Alder Hohenlohe, Esq., at
Hohenlohe Jones PLLP.

The Defendant obtained her state court judgment within 90 days
before the filing of the Havre Eagle Club's Chapter 11 petition on
an otherwise unsecured debt for the sum of $290,780.75, which gave
rise, at the time the judgment was entered, to a statutory
judgment lien under Montana Code Annotated, Sec. 25-9-301(2)
against the Debtor's real property located at 202 First Street in
Havre, Montana, that constitutes the club house of Havre Eagles
Club.

According to Judge Kirscher, Groven's judgment lien is a transfer
as defined by 11 U.S.C. Sec. 101(54) made for or on account of an
antecedent debt owed by the Havre Eagles Club before the transfer
was made, as those terms are used in 11 U.S.C. Sec. 547(b).  The
Transfer was made on or within 90 days before the date the
Debtor's petition was filed.  The Transfer, i.e. Groven's judicial
lien/judgment lien, was to or for the benefit of a creditor, i.e.
Defendant Groven.

The fair valuation (fair market value) value of the Debtor's real
estate and building and real estate fixtures located thereon is
$132,500, and the fair valuation of the Debtor's liquor license is
$62,500.  The real property is encumbered by a first priority real
estate trust indenture lien in favor of Independence Bank which
secures a promissory note in favor of Independence Bank.  The
balance owing on the promissory note secured by a trust indenture
against the Debtor's real estate in favor of Independence Bank is
$118,000 as established by the terms of the Stipulation for
Treatment of Independence Bank's Secured Claim under the Debtor's
Chapter 11 Plan filed Nov. 16, 2012.  The judgment lien that arose
by entry of the Defendant's judgment against Plaintiff is a second
priority lien and is junior to the lien of trust indenture
securing the claim of Independence Bank, which is secured by first
priority lien against the Havre Eagles Club's real property.


HERTZ CORP: Moody's Rates New $250 Million Senior Notes 'B2'
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to The Hertz
Corporation's $250 million of senior unsecured notes. Proceeds
from the issuance, along with approximately $225 million of cash,
will fund a share repurchase of about $475 million by Hertz's
parent company - Hertz Global Holdings, Inc. (Hertz Holdings). The
transaction will not materially weaken Hertz's financial metrics
and liquidity profile. Hertz's B1 Corporate Family Rating (CFR),
as well as the Ba1 rating of its first lien term loan, B2 rating
of its existing senior unsecured debt and SGL-3 Speculative Grade
Liquidity rating, are affirmed. Hertz's rating outlook remains
stable.

Hertz Holdings' has an outstanding $475 million 5.25% convertible
note that matures in June 2014. The notes are trading at a
significant premium to par with a current market value of
approximately $1.1 billion. Hertz currently has a policy of using
a combination of cash and common share to settle the conversion of
notes. With the current repurchase of common shares, Hertz intends
to change its settlement policy for the convertible notes to one
of 100% shares.

Given Hertz's intended settlement policy for the convertible
notes, the current share repurchase will afford the company a
partial hedge against future increases in share price, and prevent
any further dilutive impact to its weighted average fully diluted
shares outstanding.

Hertz has approximately $17.6 billion in total debt on a fully-
adjusted basis. Consequently, the $250 million in additional debt
to fund the share repurchase will have a very modest negative
impact on Hertz's credit metrics. However, Moody's notes that key
restraints to Hertz's current B1 rating level include the
company's need to: 1) reduce its high level of corporate debt
(currently $6.4 billion) and 2) bolster its liquidity position
given its significant dependence on continued access to the ABS
market. Although relatively modest, the $475 million share
repurchase will increase Hertz's corporate debt and narrow its
cash liquidity position.

At year-end 2012 Hertz had debt/EBITDA of 4.5x, and EBITA/interest
of 1.8x, (all figures reflect Moody's standard adjustments for
pensions and operating leases). In addition, during 2013 Hertz
will continue to benefit from a stable used car market, a
relatively prudent management of overall fleet size by the major
US car rental companies, ongoing realization of operating and
vehicle purchasing synergies following the acquisition of Dollar
Thrifty, and healthy demand in the equipment rental sector.

Hertz's liquidity profile, as reflected in the company's SGL-3
Speculative Grade Liquidity rating, is adequate. It is supported
by availability of approximately $1.1 billion under a $1.8 billion
ABL facility that matures in 2016, approximately $533 million in
unrestricted cash, and the proceeds from the sale of vehicles and
equipment. The key uses of cash include vehicle and equipment
purchases. Funding these purchases will require Hertz to renew
various maturing asset-backed-security (ABS) facilities on an
ongoing basis. Moody's believes that the company's existing
sources of liquidity, its solid operating performance, the
appetite of the ABS market for securities supported by car rental
assets, and Hertz's pro-active strategy of planning facility
renewals well in advance of maturity will help preserve an
adequate liquidity profile.

The principal methodology used in this rating was the Global
Equipment and Automobile Rental 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.


HERTZ CORP: S&P Assigns 'B' Rating to $250MM Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B' issue-level rating to Hertz Corp.'s $250 million senior
unsecured notes.  The recovery rating is '5', indicating S&P's
expectation that lenders would receive modest (10%-30%) recovery
of principal in the event of a payment default.  Hertz Corp. is
the major operating subsidiary of Hertz Global Holdings Inc.  The
company will use proceeds to replenish a portion of its liquidity
after using approximately $467 million to repurchase its shares.

S&P's ratings on Park Ridge, N.J.-based car renter and equipment
renter Hertz Global Holdings Inc., and its major operating
subsidiary Hertz Corp., reflect an aggressive financial profile
and the price competitive, cyclical nature of on-airport car
rentals and equipment rentals.  The ratings also incorporate the
company's position as the largest global car rental company and
the strong cash flow its businesses generate.  S&P characterizes
Hertz's business risk profile as "fair," its financial risk
profile as "aggressive," and its liquidity as "adequate" under
S&P's criteria.

The outlook is stable.  S&P anticipates Hertz's credit metrics
will remain stable or improve modestly through 2013, with higher
earnings and cash flow offsetting the incremental debt from the
2012 acquisition of competitor Dollar Thrifty Automotive Group
Inc.  S&P expects funds from operations (FFO) to debt of about 20%
and EBITDA to interest coverage in the mid-4x area.  S&P could
raise the ratings if better-than-expected earnings or significant
debt reduction resulted in FFO to debt increasing to the mid-20%
area on a sustained basis.  Although S&P considers it less likely,
it could lower the ratings if demand fell significantly or used
car prices declined substantially, resulting in a loss upon the
sale of vehicles that causes FFO to debt to decline to the mid-
teens percentage area on a sustained basis.

RATINGS LIST

Hertz Corp.
Corporate Credit Rating      B+/Stable/--

New Ratings

Hertz Corp.
Senior unsecured
  $250 mil. notes             B
  Recovery Rating             5


HORNBECK OFFSHORE: Moody's Assigns Ba3 Rating to New Notes Issue
----------------------------------------------------------------
Moody's assigned a Ba3 rating to Hornbeck Offshore Services,
Inc.'s proposed notes due 2021. The Ba3 Corporate Family Rating,
Ba3 rating on the existing rated notes and the stable outlook
remain unchanged. Hornbeck plans to use the proceeds from the
offering to fund a tender offer for the $250 million senior notes
due 2017, and for general corporate purposes, which may include
retirement of other debt, or acquisition or construction of
vessels. Upon completion of the tender the ratings on the notes
due 2017 will be withdrawn.

"The transaction enhances liquidity and adds to Hornbeck's already
substantial cash balance, a majority of which will likely be used
to pay for additional vessels over the next 12-18 months,"
commented Arvinder Saluja, Moody's Analyst. "However, credit
metrics are stressed and if the expected improvement in financial
performance fails to occur as planned in 2013 and 2014, we could
move to a negative outlook or lower the rating."

Ratings Rationale:

The Ba3 CFR reflects Hornbeck's high quality fleet of vessels,
good market position, and geographic diversification, which may
offset some volatility inherent in the oilfield services industry.
Hornbeck is larger than most of its Ba3 peers with over $2.5
billion of fixed assets, however its rating is pressured by its
high leverage approaching 6.5x with this transaction. However,
activity in the Gulf of Mexico (GOM) is expected to increase above
pre-Macondo levels over the next year due to heavy spending by the
E&P companies in 2013. The demand for Hornbeck's vessels should
remain robust through 2014-15. Moody's expects leverage to improve
once the newbuilds under Hornbeck's fifth newbuild program are
delivered (beginning in late 2013 through early 2015) and begin to
generate revenues for the company. Additionally, Moody's expects
that the company will enter into several long-term contracts in
2013 to provide greater certainty on the expected earnings
improvement.

The proposed notes are rated at Ba3 (LGD4-59%), in line with the
CFR, since the size of the senior secured revolver's potential
priority claim relative to the senior unsecured notes is not large
enough to result in the notes being notched below the CFR given
the assumed levels of revolver usage.

The stable outlook incorporates Moody's expectation of increasing
EBITDA, bringing Debt/EBITDA back toward the 3.5x maximum
sustained long-term leverage target by 2014 which Moody's views as
appropriate for the Ba3 CFR. An increase in scale with assets
approaching $3 billion, a larger worldwide market share, continued
geographic diversification, and Debt/EBITDA sustained around 2.0x
could result in an upgrade. An increase in leverage, caused by
either a severe market contraction or the failure to contract out
the new vessels, with Debt/EBITDA sustained above 4.0x could
result in a downgrade.

The principal methodology used in this rating was the Global
Oilfield Services 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.

Hornbeck Offshore Services, Inc. provides marine transportation
services to exploration and production, oilfield service, offshore
construction, and U.S. military customers.


HORNBECK OFFSHORE: S&P Rates $450MM Senior Unsecured Notes 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Covington, La.-based Hornbeck Offshore
Services Inc.'s $450 million senior unsecured notes due 2021.  The
assigned issue rating on the notes is 'BB-' (one notch higher than
the corporate credit rating).  The recovery rating on this debt is
'2', indicating S&P's expectation of a substantial (70% to 90%)
recovery in the event of default.  If the company were to upsize
the size of the issue, S&P could lower the recovery rating and
issue level rating on the company's senior unsecured notes.

The company will use the proceeds to refinance $250 million of
existing 8% senior notes due 2017 and for general corporate
purposes.

The rating on marine service provider Hornbeck Offshore Services
Inc. reflects the company's position in the volatile and cyclical
marine services industry, as well as healthy market conditions in
the Gulf of Mexico.  Standard & Poor's rating on Hornbeck also
incorporates its adequate liquidity of about $876 million,
including $576 million of cash as of Dec. 31, 2012 prior to
receiving proceeds from the proposed note offering.

RATINGS LIST

Hornbeck Offshore Services Inc.
Corporate credit rating                  B+/Stable/--

Ratings Assigned
$450 mil sr unsecd notes due 2021        BB-
  Recovery rating                         2


HOSTESS BRANDS: Bakery Union Objects to Job Losses From Strike
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bakery workers' union, whose strike caused the
liquidation of Hostess Brands Inc., complained that none of the
purchasers has "committed to preserve a single job."

The Debtor announced there were no bids to compete with
$27.5 million offer from McKee Foods Corp. for the Drake's
business including Coffee Cakes, Devil Dogs, Ring Dings and
Yodels.  The auction was canceled.  A hearing to approve the sale
is set for April 9 in White Plains, New York.

According to the report, the Bakery, Confectionery, Tobacco
Workers and Grain Millers International Union filed a set of
papers on March 12 objecting to aspects of sales coming up for
approval on March 19.  The union said that none of the purchasers
has "engaged in any meaningful discussions with representatives of
labor."  Indeed, the union says the buyers "affirmatively
disclaimed any obligation even to 'consider' employing a single
worker."

The union, the report relates, wants the bankruptcy judge to rule
that the sales in no manner insulate the buyers from compliance
with labor law.  The union doesn't want to be foreclosed from
contending that the buyers are successors to Hostess and bound by
union agreements or obligations to labor.  The union again
contends that the sales should be disapproved because the judge
didn't compel the buyers to abide by the contracts that the
bankruptcy court imposed on union workers.  It was the court's
imposition of the concessions that prompted the bakery union to
strike and force Hostess into liquidation.

Hostess also received no bids to compete with the $410 million
offer for the snack-cake business made by affiliates of Apollo
Global Management LLC and C. Dean Metropoulos & Co.  Similarly,
there were no bids to compete with the $360 million offer from
Flowers Foods Inc. for most of the bread business, including the
Wonder brand.  There was an auction for the Beefsteak rye bread
business where Mexican baker Grupo Bimbo SAB came out on top with
an offer of $31.9 million.  The sales are up for approval
March 19.

Joseph Checkler at Daily Bankruptcy Review reports that Hostess
Brands is defending the upcoming sales of its various bakery
businesses against the objections of its bakers union and others,
arguing the deals are its only viable option.

Hostess, according to BankruptcyLaw360, said offers made to the
International Union of Operating Engineers before the company
decided to liquidate its assets were moot because it no longer had
employees working for it.

                       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.


INDIA STREET: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: India Street Ventures, LLC
        1337 India Street
        Units U-100 and U-200
        San Diego, CA 92101

Bankruptcy Case No.: 13-02561

Chapter 11 Petition Date: March 14, 2013

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbyb.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 three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/casb13-02561.pdf

The petition was signed by Damon Barone, managing member of
manager.


INFOLINK GROUP: Dist. Court Says Plan Order Binding on Prontocom
----------------------------------------------------------------
District Judge Kenneth A. Marra denied Prontocom, Inc.'s
bankruptcy appeal challenging the order confirming the Second
Amended Chapter 11 Plan of Reorganization for Infolink Global
Corporation, Infolink Group, Inc. and Infolink Information
Services, Inc.  The Plan was proposed by creditor James C. Kurzweg
and Infolink Equity Group in Bankruptcy Case No. 10-26423-AJC.

On appeal, Prontocom asserted that the bankruptcy court erred by
ordering an account held in the name of Prontocom, Inc., to turn
over cash and other assets to the reorganized debtor without
obtaining personal jurisdiction over Prontocom.

In a March 11, 2013 order, the District Court found that a
substantive legal relationship existed between Prieur Leary,
Infolink's president and Prontocom, and that as Prontocom was
adequately represented by Mr. Leary, Prontocom is bound by the
bankruptcy court's order.

The appeals case is captioned PRIEUR J. LEARY, III and PRONTOCOM,
INC., Appellants, v. INFOLINK GLOBAL CORPORATION, Reorganized
Debtor Appellee, Case No. 12-21339-CIV-MARRA, Bankruptcy Case No.
10-26423-BKC-AJC (S.D. Fla.).

A copy of Judge Lamoutte's March 11, 2013 Opinion and Order is
available at http://is.gd/SuPVdMfrom Leagle.com.

Infolink Group, Inc., fka Infolink.com, Inc., and Infolink
Information Services, Inc., filed chapter 11 petitions (Bankr. D.
Del. Case Nos. 10-10981 and 10-10982) on March 24, 2010, and the
cases were transferred (Bankr. S.D. Fla. Case Nos. 10-26423 and
10-26436) to Florida on June 2, 2010.  Drew M. Dilworth in Miami,
Fla., serves as the Chapter 11 Trustee in the Debtors' cases, and
is represented by  Allison R. Day, Esq. -- aday@gjb-law.com -- and
Carlos E. Sardi, Esq. -- csardi@gjb-law.com -- at Genovese Joblove
& Battista, P.A., and Geoffrey S. Aaronson, Esq. --
gaaronson@aspalaw.com -- in Miami, Fla.


ISOLA USA: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg.
---------------------------------------------------------------
Standard and Poor's Ratings Services lowered its corporate credit
rating on Chandler, Ariz.-based Isola USA Corp. to 'B-' from 'B'.
The outlook is negative.

At the same time, S&P lowered its rating on the company's
$210 million senior secured loans due 2015 to 'B-' from 'B'.  The
'3' recovery rating indicates S&P's expectation for meaningful
recovery (50% to 70%) in the event of payment default.

"The downgrade reflects lower-than-expected profits in the quarter
ended December 2012 and expectations for a similarly weak first
half of 2013," said Standard & Poor's credit analyst Christian
Frank.  "As a result, we expect leverage to increase to the 10x
area (about 7x excluding the company's convertible preferred
certificates) over the next two quarters.  The negative outlook
reflects our view that increased price competition in the market
for the company's high-performance products could erode its
profitability more than we currently expect," added Mr. Frank.

With facilities in Asia, Europe, and the U.S., Isola designs,
develops, and manufactures laminates and other printed circuit
board (PCB) inputs.  Its products are used in application-specific
PCBs for a wide variety of electronic products used for servers
and storage, networking, automotive, military, and medical
applications.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Moody's Investors Service and Standard & Poor's
aren't on the same page when it comes to Isola USA Corp.

Saying in February that Isola's "debt load may be unsustainable
over the long term," Moody's assigned a Caa2 corporate grade.

On March 14, S&P lowered the corporate rating to B-, two levels
higher than Moody's.  S&P characterized Isola as "highly
leveraged" and noted that annual revenue was $556 million, down 7%
from a year earlier.

Where Moody's said liquidity is "adequate," S&P called it "less
than adequate."


JDS HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: JDS Hospitality, LLC
        2701 Hazel Street
        Carthage, MO 64836

Bankruptcy Case No.: 13-30170

Chapter 11 Petition Date: March 13, 2013

Court: United States Bankruptcy Court
       Western District of Missouri (Joplin)

Judge: Cynthia A. Norton

Debtor's Counsel: Mariann Morgan, Esq.
                  CHECKETT & PAULY
                  517 S. Main St.
                  Carthage, MO 64836
                  Tel: (417) 358-4049
                  Fax: (417) 358-6341
                  E-mail: maw@cp-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 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mowb13-30170.pdf

The petition was signed by Daljeet Mann, manager.


JEAD AUTO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: JEAD Auto Supply Inc.
        1810 East Tremont Avenue
        Bronx, NY 10456

Bankruptcy Case No.: 13-10773

Chapter 11 Petition Date: March 14, 2013

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

Debtor's Counsel: Morse Geller, Esq.
                  MORSE GELLER & ASSOC.
                  277 Sycamore Street
                  West Hempstead, NY 11552
                  Tel: (516) 564-6734
                  Fax: (516) 564-6734
                  E-mail: mgadv1@aol.com

Scheduled Assets: $6,082,390

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 David Barbag, president.


JILL HOLDINGS: S&P Revises Outlook to Positive & Affirms 'B-' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
Jill Holdings LLC to positive from negative.  At the same time,
S&P affirmed all its ratings, including its 'B-' corporate credit
rating, on the Quincy, Mass.-based women's specialty apparel
retailer.

"The outlook revision reflects our expectation that Jill will
maintain its recent good operating performance over the next 12
months, leading to improved credit protection measures and an
enhanced liquidity position," said Standard & Poor's credit
analyst Kristina Koltunicki.  In September 2012, Jill ended its
forbearance agreement by paying down $25 million of its term loan
B and entered into a new $30 million subordinated debt issue,
which S&P do not rate.  This transaction provided additional
liquidity to the company by alleviating immediate covenant
pressures.

The ratings on Jill reflect its "vulnerable" business risk profile
and "highly leveraged" financial risk profile.  The company's
vulnerable business risk profile incorporates its participation in
the highly fragmented specialty apparel sector with intense
competition from a number of different retailers, including
department stores, other specialty retailers, and mass
merchandisers.  Jill is a smaller participant than many of its
direct competitors, in both store count and sales, which, in S&P's
opinion, limits its ability to reach and retain customers more
competitively.

The company outperformed S&P's expectations in 2012, given its
better merchandise offerings which led to an increase of full-
price selling over the year.  In S&P's view, the company's
reduction of promotional activities will continue to benefit
margins.  Even though the company has taken steps to remedy issues
that triggered weak performance in 2011, S&P remains cognizant
that operating volatility may resurface, given the discretionary
and fashion-sensitive nature of the business.

The positive outlook reflects S&P's expectation that credit
protection measures will improve over the next 12 months as the
company continues to propel sales with a better merchandise
assortment.  In S&P's view, the company will manage its cost
structure well over the next year which should benefit margins.
S&P also anticipates that Jill will have no issues complying with
its covenants over the next year.

S&P could raise the rating if the company continues to demonstrate
positive operating trends such that adjusted debt to EBITDA
declines below 5x and interest coverage increases to about 2x on a
sustained basis.  An upgrade would occur at the end of fiscal 2013
at the earliest.  For this to occur, EBITDA would need to increase
by approximately 5% and exhibit relatively limited volatility over
the next 12 months.

Alternatively, S&P could revise its outlook to stable or lower its
rating if weaker-than-expected performance results in EBITDA
declines of approximately 20%, which would lead to an increase of
leverage to the high-5x area.  S&P could also lower the rating if
the company's liquidity position becomes pressured.  For this to
occur, there would be EBITDA deterioration such that financial
covenant cushion falls to less than 15%.


K-V PHARMACEUTICAL: Renews Fight with FDA Over Drug
---------------------------------------------------
Patrick Fitzgerald at Daily Bankruptcy Review reports that K-V
Pharmaceutical Co. is asking an appellate court to revive its
lawsuit against the Food and Drug Administration over the agency's
decision to let so-called compounding pharmacies produce far-
cheaper versions of the company's premature-birth drug.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.

The Plan provides that in full satisfaction, settlement, release.


KEVEN McKENNA: $2,000 Judgment for Ex-Paralegal Affirmed
--------------------------------------------------------
SUMNER STONE, Appellant, v. LISA GEREMIA, CHAPTER 7 TRUSTEE FOR
KEVEN A. McKENNA and THOMAS P. QUINN, CHAPTER 7 TRUSTEE FOR KEVEN
A. McKENNA P.C., Appellees, C.A. No. 11-631 (D. R.I.), is a pro se
appeal seeking review of a final decision entered by the U.S.
Bankruptcy Court for the District of Rhode Island.  In 2010,
Sumner Stone was working as a paralegal for Attorney Keven A.
McKenna and his law firm McKenna P.C.  On Stone's final day on the
job, he claims he was assaulted by McKenna.  Stone filed a
workers' compensation claim, and the Workers' Compensation Court
determined that he was entitled to benefits.  McKenna responded by
filing multiple pleadings in the WCC and various lawsuits in state
courts to contest that determination. Eventually, both McKenna and
the law firm filed for Chapter 11 bankruptcy and Stone filed his
claims in those consolidated actions.

Stone's claims against the firm totaled $677,263; and his claims
against McKenna individually totaled $642,450.  Ultimately,
trustees were appointed in both bankruptcy cases and the cases
were consolidated.  The cases were also converted to Chapter 7
bankruptcies, as a result of McKenna's failure to meet the
requirements of 11 U.S.C. Sections 1121(e) and 1129(e).  The
trustee for the law firm reached a settlement with Stone on the
workers' compensation award, pursuant to which Stone received
weekly benefits, totaling $33,173.99, for a two-year period.
Stone also claimed that the firm had failed to pay him earned
wages in the amount of $2,985.

Judge Arthur Votolato of the Bankruptcy Court heard the trustees'
objections to Stone's claims and, in a Decision and Order entered
Dec. 2, 2011, decided in favor of the firm on all but one issue.
Judge Votolato granted Stone's claim for unpaid wages in the
amount of $2,000.  As to the remaining issues, Judge Votolato
disallowed Stone's claims, citing Stone's lack of evidentiary
support for each allegation.  The Bankruptcy Court ruling was
reported in the Dec. 7, 2011 edition of the Troubled Company
Reporter.

Stone appeals that judgment.

In a March 13, 2013 Memorandum and Order available at
http://is.gd/zP23C2from Leagle.com, Senior District Judge Ronald
R. Lagueux affirmed the decision and findings of Judge Votolato.
"This Court concludes the Bankruptcy Judge made no clearly
erroneous findings of fact nor error of law. Judgment shall enter
for Stone for $2,000.00 in unpaid wages against Defendants.
Judgment shall enter for Defendants on all of Stone's remaining
claims," said the District Court.

                      About Keven A. McKenna

Keven A. McKenna P.C. filed a Chapter 11 bankruptcy petition for
his law firm (Bankr. D. R.I. Case No. 10-10256) on Jan. 25, 2010,
and for himself (Bankr. D. R.I. Case No. 10-10274) the next day.
Mr. McKenna disclosed $751,000 in assets and $45,700 in
liabilities in his bankruptcy petition.  His firm estimated debts
between $100,000 and $500,000.

At the behest of the Official Committee of Unsecured Creditors,
the Bankruptcy Court on Nov. 18, 2010, appointed Providence
bankruptcy lawyer Thomas P. Quinn as Chapter 11 trustee of McKenna
PC to take over management of the law firm.  Chief District Judge
Mary M. Lisi affirmed the Chapter 11 trustee appointment order in
a May 31, 2011 Memorandum and Order.

On May 4, 2011, the U.S. Trustee's Motion to Convert the
individual case to Chapter 7 was granted, for cause, on the ground
that Mr. McKenna failed to meet the requirements of 11 U.S.C.
Sections 1121(e) and 1129(e), i.e., filing a confirmable
reorganization plan within the applicable time limits.  Lisa A.
Geremia, Esq., was appointed Chapter 7 Trustee.

The Chapter 11 trustee is represented by:

          Thomas P. Quinn, Esq.
          Stefanie D. Howell, Esq.
          McLAUGHLIN & QUINN, LLC
          148 West River Street, Suite 1E
          Providence, RI 02904
          Tel: 401-421-5115
          E-mail: tquinn@mclaughlinquinn.com
                  showell@mclaughlinquinn.com


LEGENDS GAMING: Wants to Take Chickasaw Tribe's $6.25 Million
-------------------------------------------------------------
Stephanie Gleason at DBR Small Cap reports that the owner of
Diamond Jacks casinos responded to a lawsuit filed by its one-time
purchaser, a Chickasaw Nation-backed company, saying that their
sale agreement wasn't conditioned on the financial performance of
the casinos and that it is entitled to the $6.25 million being
held in escrow.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


LEROY BYRD: Abandons Stake in Idaho Property Under Confirmed Plan
-----------------------------------------------------------------
Bankruptcy Judge Frank L. Kurtz confirmed the First Amended Plan
of Reorganization, filed on Nov. 2, 2012, by Chapter 11 debtors
LeRoy J. and Irene Ann Byrd.  The Plan has been accepted in
writing by the creditors and equity security holders whose
acceptance is required by law.

Pursuant to the Plan, as amended, the Debtors will surrender and
abandon their interest in real property commonly known as 6300 E.
Seltice Way, Post Falls, Idaho, which secures the claim of Global
Credit Union, to Global in full satisfaction of the secured
portion of Global's claim.  To the extent Global's post-
confirmation execution of its rights against the Collateral does
not fully satisfy Global's claim resulting in Global having an
unsecured deficiency under applicable law, Global will be allowed
to amend its proof of claim filed July 12, 2012, post-
confirmation, to include the amount of the unsecured deficiency,
and Global will be treated as the holder of an unsecured claim
under Class 22 (Unsecured Creditors) and its allowed unsecured
claim against the Debtors only will be paid as the holder of a
Class 22 claim.

The Plan also provides that, within 180 days of the Effective
Date, the Debtors will have the right to elect to retain their
interests or either interest they have in Trendwest and/or
Vacation International, their interest in Logan Square, LLC, Hi-
Tech Property, 140 shares of Flathead Holding Co., any
Miscellaneous Stocks, Interests, and Partial Entity Interests,
and/or any specific piece of Equipment listed on the schedule of
equipment.

The Debtors will have a non-exclusive right to submit an offer(s)
to purchase from the Chapter 11 Bankruptcy Estate any of the
Trendwest and/or Vacation International, their interest in Logan
Square, LLC, Hi-Tech Property, 140 shares of Flathead Holding Co.,
any Miscellaneous Stocks, Interests, and Partial Entity Interests,
and/or any specific piece of Equipment listed on the schedule of
equipment.

The Debtors' interest in the 140 shares of Flathead Holding, Co.
stock and their interest in the Jewell Basin Real Estate will be
sold the same as the other property to be sold under the Plan, and
the Net Proceeds of Sale will be disbursed, to the extent
sufficient, as follows:

     first, the Allowed Claims of Class 1 (Administrative) pro
rata until paid in full;

     second, the Allowed Claim of Class 3 (IRS), to the extent tax
liability is created by the sale;

     third, the Allowed Claims of Class 2 (Wages) pro rata until
paid in full;

     fourth, the Allowed Claim of Class 3 (IRS) until paid in
full; and

     fifth, the Allowed Claims of any Class 22 (Unsecured
Creditors), pro rata;

The objection by Banner Bank to confirmation of the Debtors' Plan
and claim of homestead exemption in the Debtors' Home are
withdrawn by Banner Bank in their entirety, and the Debtors' claim
of exemption in the Debtors' Home is allowed in the full amount
claimed as exempt.  The objection by Global Credit Union to
confirmation of the Plan is withdrawn by Global Credit Union in
its entirety.

A copy of the Court's March 14, 2013 Findings of Fact is available
at http://is.gd/dyWlRXfrom Leagle.com.

LeRoy J. and Irene Ann Byrd -- d/b/a Byrd Family Limited
Partnership; d/b/a Logan Square, LLC; d/b/a Geiger & Electric 90,
Partnership; d/b/a Hi-Tech Post Falls, LLC; d/b/a Rowan Medical &
Diagnostics, sole proprietorship; d/b/a Rowan Research, Inc.,
d/b/a KBFB, LLC; and d/b/a KBF, LLC -- filed a joint Chapter 11
bankruptcy petition (Bankr. E.D. Wash. Case No. 12-02173) on
May 10, 2012.


LIFECARE HOLDINGS: IRS Wants Cash for Tax Claim After Auction
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when hospital owner LifeCare Holdings Inc. sells the
business at auction on March 20, the Internal Revenue Service
wants some of the cash being carved out to pay professional
expenses and wind-down costs.

The report relates that according to papers filed by the Justice
Department, cash being set aside for lawyers and other expenses is
more than $3 million.  The sale price exceeds the tax basis in the
property, generating a tax liability of $24 million, according to
the government's filing.  There won't be any cash to pay the
taxes, which will represent an expense of the Chapter 11 case that
should be paid in full.

LifeCare already said the Chapter 11 case will "most likely" be
converted to a liquidation in Chapter 7 following its sale.  The
government insists on having a pro-rata share of the cash and
conversion of the Chapter 11 case to liquidation in Chapter 7.

The hospital operator couldn't find a buyer offering enough to pay
off the $353.4 million owing on the secured credit facility with
JPMorgan Chase Bank NA as agent.  Consequently, senior lenders
signed an agreement to buy the operation in exchange for
$320 million in secured debt, plus cash for pay professional
expenses and wind-down costs after the sale.

Competing bids were due March 13.  If there is no competition, the
hearing to approve the sale will take place March 21.  If there is
a competing bid, the auction will occur March 20, followed by a
sale-approval hearing on April 2.

                     About LifeCare Hospitals

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LOMBARDI AND LOMBARDI: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Lombardi and Lombardi Inc.
        256 4th Avenue
        Brooklyn, NY 11215

Bankruptcy Case No.: 13-41421

Chapter 11 Petition Date: March 13, 2013

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

Judge: Nancy Hershey Lord

Debtor's Counsel: Bruce Weiner, Esq.
                  ROSENBERG MUSSO & WEINER LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  E-mail: rmwlaw@att.net

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

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

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

The petition was signed by Anthony Lombardi, president.


LON MORRIS: Cleans Up Mistakes, Sells Mineral Rights
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the endgame for Lon Morris College demonstrates how
bankruptcy liquidations are an exercise in tying up loose ends and
fixing mistakes.  The bank lender, owed $2.8 million, thought it
had a lien on the entire athletic building.  Before the campus in
Jacksonville, Texas, was sold at auction in January, it turned out
that the legal description of the property on the bank's mortgage
covered only two-thirds of the athletic building.  Not able to
afford litigating with the bank over proceeds from sale, the
administrator under the college's Chapter 11 plan worked out a
settlement generating $125,000 for creditors.  The bank's
collateral included mineral right under lands in Texas, Louisiana
and New Mexico.  The mineral rights will be sold for $1 million,
with the bank receiving $875,000, plus ownership of the entire
athletic building.  There won't be a hearing on the settlement and
mineral-rights sale unless a creditor objects.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at Webb and Associates, and
McKool Smith P.C., serve as counsel to the Debtor.  Capstone
Partners serves as financial advisor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.  The Debtor disclosed $29,957,488 in
assets and $15,999,058 in liabilities as of the Chapter 11 filing.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.

The college has a Chapter 11 plan on file to be funded by a sale
of the properties.  The bankruptcy judge entered an order
confirming the Plan in February 2013 and simultaneously approved
the sale of the assets to several buyers for a combined $2.2
million.


LUCILLE INC: Case Summary & 3 Unsecured Creditors
-------------------------------------------------
Debtor: Lucille, Inc.
        P.O. Box 76895
        Tampa, FL 33675

Bankruptcy Case No.: 13-03254

Chapter 11 Petition Date: March 14, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: David W. Steen, Esq.
                  DAVID W. STEEN, P.A.
                  13902 North Dale Mabry Highway, Suite 110
                  Tampa, FL 33618
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100
                  E-mail: dwsteen@dsteenpa.com

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

Estimated Debts: $50,001 to $100,000

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/flmb13-03254.pdf

The petition was signed by Linda Wilcox, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Linda A. Wilcox                       12-00888            01/24/12


MERRILL CORP: S&P Raises CCR to 'B-' & Rates $30MM Facility 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S.-based document services company Merrill Corp. to
'B-' from 'D'.  The outlook is stable.  At the same time, S&P
assigned the company's $30 million revolving credit facility due
2018 a 'B+' issue-level rating with a recovery rating of '1',
indicating S&P's expectation for very high (90%-100%) recovery for
lenders in the event of a payment default.

In addition, S&P assigned the company's $430 million first-lien
term loan due 2018 a 'B' issue-level rating with a recovery rating
of '2' (70%-90% recovery expectation).

The company also issued $186.5 million unsecured pay-in-kind (PIK)
holding company notes due 2023, which are unrated.

The refinancing addressed the maturity default on the company's
previous term loan that expired in December 2012 and the
subsequent cross default on the second-lien term loan due November
2013.  As a result of the refinancing, the company does not have
any significant maturities until 2018, when the first-lien
facilities are due.

S&P continues to view Merrill Corp.'s financial risk profile as
"highly leveraged" because of its high debt leverage and
historically narrow cushion of covenant compliance.  Merrill
Corp.'s business risk profile, in S&P's opinion, is "vulnerable"
because of historical volatility in operating performance given
the company's reliance on the financial services industry, and
intense competition in niche segments of the printing and document
services industry.  S&P views the company's management and
governance as "weak" primarily because of protracted execution
delays in refinancing that lead to the recent technical default on
its December obligations.

Merrill is structured as two distinct operating units: legal and
financial transaction services (LFTS) and marketing and
communication solutions (MCS).  The MCS segment provides
compliance and marketing services primarily for insurance
companies and mutual funds.  Although services to businesses
dominate revenues, Merrill is still exposed to declining trends in
print volumes with keen competition for printing.  The company's
results also mirror volatile conditions in financial services and
the legal field.

For the fiscal year ended Jan. 31, 2013, S&P believes the company
continued to benefit from growth at DataSite and in the
transaction and compliance services segment.  Merrill should also
benefit from the California election services business during the
election year.  Still, S&P expects negative secular trends in
print volumes should persist for the foreseeable future, though it
currently accounts for less than 15% of revenues.  In fiscal-year
2013, S&P expects revenue growth to be at a mid- to high-single-
digit percent rate and expect the company to sustain EBITDA margin
over the next 12 months partially from growth at the higher margin
DataSite business.  In fiscal-year 2014, S&P expects revenue and
EBITDA to be relatively flat.

In the most recent quarter, operating performance was broadly in
line with S&P's expectations as revenue increased 17%, while
EBITDA jumped roughly 60% due to cost reductions and improved
revenue at all of the company's segments, most notably at DataSite
and transaction and compliance services. The EBITDA margin was
roughly 14% over the last 12 months.

Capital spending and working capital needs are manageable.  S&P
expects Merrill Corp. will convert about 30% to 40% of EBITDA into
discretionary cash flow in fiscal 2013 and 2014 as a result of a
decrease in cash interest payments due to the new PIK holding
company notes.  At transaction close, the leverage covenant was
set with a cushion of 25%.


MF GLOBAL: To Circulate Supplemental Disclosure Materials
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of MF Global Holdings Ltd. will be
receiving supplemental disclosure materials telling them how much
their recovery under the Chapter 11 plan will be affected by a
settlement with JPMorgan Chase Bank NA, as agent for banks owed
about $1.17 billion.

Then report recounts that MF Global Holding and its commodity
brokerage went into bankruptcy in 2011, when a $1.6 billion
shortfall was discovered in money that should have been segregated
for customers.  Several creditors and Louis Freeh, the holding
company's Chapter 11 trustee, proposed a plan to which JPMorgan
was partly opposed.

The disclosure statement previously approved by the bankruptcy
judge told creditors with $1.13 billion in unsecured claims
against the parent why they could expect a recovery of 13.4% to
39.1%.  As a consequence of a settlement with JPMorgan, the
supplemental materials tell unsecured creditors their recovery is
now 11.4% to 34.4%.  Bank lenders will have the same recovery on
their $1.17 billion claim against the holding company.  Because of
the settlement, the predicted recovery is now 18% to 41.5% for
holders of $1.19 billion in unsecured claims against the finance
subsidiary, one of the companies under the umbrella of the holding
company trustee.  Previously, the predicted recovery was 14.7% to
34% on bank lenders' claims against the finance subsidiary.

JPMorgan benefits from the settlement because most of the claims
against the finance subsidiary are on account of money owed to the
lenders for which the bank is agent.  The bankruptcy judge left
the holding company on track for a confirmation hearing on April 5
to approve the plan.  Objections to the plan are due March 25.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was 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 also was 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.

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.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

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.


NATIONAL CENTURY: Credit Suisse to Pay $400M to End Fraud Suits
---------------------------------------------------------------
Daniel Wilson of BankruptcyLaw360 reported that Credit Suisse
Group AG on Thursday agreed to pay $400 million to settle
multidistrict and other litigation brought by National Century
Financial Enterprises Inc. bondholders, ending claims over its
alleged role in the bankrupt health care finance company's $3
billion fraud scheme.

According to the bank, the deal ends all noteholder claims against
it in New York, Ohio and any other courts for allegedly turning a
blind eye to NCFE's Ponzi scheme while serving as a lender and
underwriter to the company, the BLaw360 report said.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NATURAL PORK: Taps Bose McKinney as Indiana Real Estate Counsel
---------------------------------------------------------------
Natural Pork Production II, LLP, has sought authorization from the
U.S. Bankruptcy Court for the Southern District of Iowa to employ
Bose, McKinney & Evans, LLP, as special Indiana real estate and
environmental counsel.

The Firm will advise, counsel and represent the Debtor regarding
matters of the Indiana real estate and environmental law in
connection with the Debtor's plans to sell, liquidate and
otherwise dispose of certain of its real estate and other assets
located in the State of Indiana.

The Firm will be paid at these hourly rates:

      Gary L. Chapman             $450
      Daniel P. McInerny          $405
      Michael A. Lang             $225

The Firm has received a $5,000 retainer and requests that the
Court authorize the Debtor to provide the Firm with an additional
$5,000 to bring the total amount of the postpetition retainer to
$10,000 in order to guarantee payment of its postpetition services
and costs in connection with this Chapter 11 case.

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

                        About Natural Pork

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represent the IC Committee as
counsel.


NATURAL PORK: Has Court Okay to Hire Frost PLLC as Tax Accountants
------------------------------------------------------------------
Natural Pork Production II, LLP, has obtained authorization from
the U.S. Bankruptcy Court for the Southern District of Iowa to
employ Daniel M. Peregrin, CPA, and Frost, PLLC, as its tax
accountants.

As reported by the Troubled Company Reporter on Feb. 11, 2013, the
Debtor requires the services of Frost to render professional
services to assist the Debtor with its corporate tax analysis, tax
accounting and tax reporting obligations, including consultation
and advice on past and future partnership tax returns, tax-related
issues arising from or in connection with transactions and the
pending adversary proceedings, and assistance with providing
adequate information in any disclosure statement regarding Federal
Tax consequences of any plan, as required under Section 1125(a)(1)
of the Bankruptcy Code.

                About Natural Pork Production II

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012,
in Des Moines.  The Company formerly did business as Natural Pork
Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represent the IC Committee as
counsel.


NATURAL PORK: Court Okays Variant Capital as Investment Banker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa has
granted Natural Pork Production II, LLP, permission to employ
Variant Capital Advisors LLC as its investment banker in its
Chapter 11 case and in the Chapter 11 cases of its affiliated
debtors Brayton LLC, Crawfordsville, LLC, and South Harlan, LLC.

As reported by the TCR on Feb. 7, 2013, Variant Capital will
assist the Debtors with strategic advisory services in connection
with the auction and sale of several of their operating assets.

                 About Natural Pork Production II

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represent the IC Committee as
counsel.


OASIS OIL: Case Summary & Top Unsecured Creditors
-------------------------------------------------
Debtor: Oasis Oil, LLC
        23400 Michigan Avenue, Suite 301
        Dearborn, MI 48124

Bankruptcy Case No.: 13-45008

Chapter 11 Petition Date: March 14, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtors' Counsel: John C. Lange, Esq.
                  GOLD, LANGE & MAJOROS, P.C.
                  24901 Northwestern Highway, Suite 444
                  Southfield, MI 48075
                  Tel: (248) 350-8220
                  E-mail: jlange@glmpc.com

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

Estimated Debts: $0 to $50,000

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
4407 Fort Operations, LLC               13-45009
  Assets: $0 to $50,000
  Debts: $0 to $50,000

The petitions were signed by Michael Hamame, managing member.

A. A copy of Oasis Oil's list of five unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb13-45008.pdf

B. A copy of 4407 Fort Operations' list of its five unsecured
creditors is available for free at:
http://bankrupt.com/misc/mieb13-45009.pdf


OMTRON USA: Can Hire BrightFields as Environmental Consultant
-------------------------------------------------------------
Omtron USA, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the Middle District of North Carolina to
employ BrightFields, Inc., as environmental consultant.

BrightFields will perform seven Phase I Environmental Site
Assessment updates and one Phase I ESA for the Vehicle Maintenance
Facility in order to assist the Debtor and its investment banker,
Duff & Phelps Securities, LLC, in the sale of its core assets.

BrightFields will receive a flat fee of $25,500 to complete the
ESAs.  This flat fee includes the cost of the Phase I updates on
seven of the properties, a Phase I of one property and anticipated
travel costs to conduct the ESAs of $2,100.

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

                         About Omtron USA

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  On Dec. 21, 2012, the
Delaware Court entered its order granting the transfer of the
Debtor's case to U.S. Bankruptcy Court for the Middle District of
North Carolina, under Case No. 12-81931.

John H. Strock, III, Esq., at Fox Rothschild LLP, in Wilmington,
Delaware, serves as counsel to the Debtor.  Duff & Phelps
Securities LLC serves as investment banker.  The Debtor listed
$40,633,406 in assets and $4,518,756 and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.

The three-member Official Committee of Unsecured Creditors tapped
to retain Lowenstein Sandler LLP and Womble Carlyle Sandridge &
Rice, LLP, as its counsel and CohnReznick, LLP, as its financial
advisor.


OMTRON USA: Court Extends Plan Filing Period Until June 10
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina has extended, at the behest of Omtron USA, LLC, the
period during which the Debtor has the exclusive right to file a
Chapter 11 plan until June 10, 2013, and the period during which
the Debtor has the exclusive right to solicit acceptances of that
plan until Aug. 6, 2013.

Since the Petition Date, the Debtor has been embroiled in
litigation concerning the transfer of the case to the Court from
Delaware.  The Debtor said that it has also spent a significant
amount of time in this case attempting to resolve numerous issues
with respect to the employment of various professionals and
service providers in this case.  The Court approval of
professionals and service providers was not resolved until the end
of January.

The Debtor has also engaged in preliminary negotiations with the
attorneys for the majority of poultry litigants to come to a
consensual process for the resolution of more than 130 poultry
farmer claims.  The Debtor said that Duff & Phelps, its investment
bankers, are in the process of marketing and selling substantially
all of the assets of the Debtor as a "going concern" and that
process is well underway.  "It is anticipated that there will be a
motion filed with this Court to approve procedures relating to
bidding and the process for the sale and auction of the assets no
later than Aug. 1, 2013," the Debtor stated.

According to the Debtor, the requested relief will extend the
Exclusive Periods to allow for the finalization of the sale
process, including the review of various bids that are received,
negotiations of an asset purchase agreement and the auction of the
assets and approval of the successful bidder as the purchaser of
the assets.  The Debtor said that the protection of the Exclusive
Periods will allow the Debtor to focus on maximizing recoveries
for creditors and negotiating a proper wind down of the estate,
without the distraction of any competing plans.

"The Debtor continues to work in good faith to move all parties
towards compromise and consensual resolution, most notably by
working with the litigation claimants' counsel to establish a
consensual expedited claims resolution processes," the Debtor
stated.

                         About Omtron USA

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  On Dec. 21, 2012, the
Delaware Court entered its order granting the transfer of the
Debtor's case to U.S. Bankruptcy Court for the Middle District of
North Carolina, under Case No. 12-81931.

John H. Strock, III, Esq., at Fox Rothschild LLP, in Wilmington,
Delaware, serves as counsel to the Debtor.  Duff & Phelps
Securities LLC serves as investment banker.  The Debtor listed
$40,633,406 in assets and $4,518,756 and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.

The three-member Official Committee of Unsecured Creditors tapped
to retain Lowenstein Sandler LLP and Womble Carlyle Sandridge &
Rice, LLP, as its counsel and CohnReznick, LLP, as its financial
advisor.


OMTRON USA: Has Court's Nod to Hire Mentor Group as Appraiser
-------------------------------------------------------------
Omtron USA, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the Middle District of North Carolina to
employ The Mentor Group, Inc., as appraiser, nunc pro tunc to
Dec. 18, 2012.

Mentor will appraise the Debtor's core assets in order to assist
the Debtor and its investment banker, Duff & Phelps Securities,
LLC, in determining certain baseline values for the Debtor's
assets for the sale process.

Mentor will receive a flat fee of $23,000 to complete the
appraisal.  The Debtor noted that Mentor completed a comprehensive
appraisal of its assets in March 2011, and that the appraisal is
being performed to refresh the values established in the 2011
appraisal.

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

                         About Omtron USA

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  On Dec. 21, 2012, the
Delaware Court entered its order granting the transfer of the
Debtor's case to U.S. Bankruptcy Court for the Middle District of
North Carolina, under Case No. 12-81931.

John H. Strock, III, Esq., at Fox Rothschild LLP, in Wilmington,
Delaware, serves as counsel to the Debtor.  Duff & Phelps
Securities LLC serves as investment banker.  The Debtor listed
$40,633,406 in assets and $4,518,756 and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.

The three-member Official Committee of Unsecured Creditors tapped
to retain Lowenstein Sandler LLP and Womble Carlyle Sandridge &
Rice, LLP, as its counsel and CohnReznick, LLP, as its financial
advisor.


OMTRON USA: Committee Can Hire Womble Carlyle as Bankr. Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Omtron USA,
LLC, bankruptcy case sought and obtained authorization from the
U.S. Bankruptcy Court for the Middle District of North Carolina to
retain Womble Carlyle Sandridge & Rice, LLP, as co-counsel, nunc
pro tunc to Nov. 29, 2012.

The Committee also obtained permission from the Court to retain
Lowenstein Sandler PC as counsel, effective as of Nov. 29, 2012.

Womble Carlyle will, among other things, assist the Committee in
investigating the acts, conduct, assets, liabilities, and
financial condition of the Debtor, the operation of the Debtor's
businesses, potential claims, and any other matters relevant to
the case, to the sale of assets or to the formulation of a plan of
reorganization, at these hourly rates:

      Partners             $290 to $700
      Of Counsel           $290 to $685
      Associates           $190 to $440
      Senior Counsel       $260 to $390
      Counsel              $260 to $470
      Paralegals            $65 to $295

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

                         About Omtron USA

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  On Dec. 21, 2012, the
Delaware Court entered its order granting the transfer of the
Debtor's case to U.S. Bankruptcy Court for the Middle District of
North Carolina, under Case No. 12-81931.

John H. Strock, III, Esq., at Fox Rothschild LLP, in Wilmington,
Delaware, serves as counsel to the Debtor.  Duff & Phelps
Securities LLC serves as investment banker.  The Debtor listed
$40,633,406 in assets and $4,518,756 and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.

The three-member Official Committee of Unsecured Creditors tapped
to retain Lowenstein Sandler LLP and Womble Carlyle Sandridge &
Rice, LLP, as its counsel and CohnReznick, LLP, as its financial
advisor.


ORBITZ WORLDWIDE: Moody's Assigns 'B2' Rating to $450MM Bank Debt
-----------------------------------------------------------------
Moody's Investors Service rated Orbitz Worldwide, Inc.'s proposed
$450 million first lien credit facility B2 and affirmed the B2
Corporate Family Rating. The Speculative Grade Liquidity Rating
was lowered to SGL-3 from SGL-2. The ratings outlook remains
stable.

Proceeds from the proposed $400 million in term loans, along with
cash on hand, will be used to refinance Orbitz's existing term
loan. The new $50 million revolver is expected to be undrawn at
closing with approximately $5 million in letters of credit
reducing availability.

Ratings assigned (and Loss Given Default Assessments):

- Proposed $50 million first lien revolver due 2017, B2 (LGD3,
   47%)

- Proposed $150 million first lien term loan B due 2017, B2
   (LGD3, 47%)

- Proposed $250 million first lien term loan C due 2019, B2
   (LGD3, 47%)

Ratings affirmed:

- Corporate Family Rating, B2

- Probability of Default Rating, B2-PD

- $72.5 million first lien revolver due July 2013, B2 (LGD3,
   47%), to be withdrawn upon closing

- $440 (originally $600) million first lien term loan due July
   2014, B2 (LGD3, 47%) -- to be withdrawn upon closing

Rating lowered:

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

Ratings Rationale:

The downgrade in Orbitz's liquidity rating to SGL-3 from SGL-2
reflects a smaller revolver commitment post-refinancing (to $50
million from $72.5 million) and limited financial flexibility over
the next four quarters. Moody's anticipates just $20 million of
cash flow generation in 2013 after consideration of tax sharing
arrangements with the founding airlines, known occupancy tax
litigation expense, higher interest on the new credit facility,
and 10% amortization on the term loan B. Meanwhile, Orbitz
affiliate Travelport LLC announced a debt restructuring earlier
this week.

"We think there is some possibility that Orbitz will need to cash
collateralize or otherwise fund roughly $72 million of letters of
credit currently provided by Travelport primarily on behalf of
Orbitz's European business" said Moody's analyst Suzanne Wingo.
Although Orbitz reported a cash balance of $130 million at the end
of 2012, a significant portion is effectively owed to merchants
and hence needed for daily operations. Some of the letters of
credit could be moved to Orbitz's new revolver, reducing its
effective availability.

The stable outlook reflects Moody's expectation for 4-6% revenue
growth in 2013, driven in part by the full year impact of a new
private label account added in the fourth quarter of 2012. The
ratings could be downgraded if liquidity deteriorates, revenue or
profitability declines, or incremental debt causes debt / EBITDA
to reach 5x or more. The ratings could be raised if Orbitz grows
its market share and revenue base through an improved business mix
such that total debt / EBITDA could be sustained below 3.5x, and
pre-tax income above $50 million, through economic cycles.

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.

Orbitz Worldwide, Inc. is a global online travel agency, operating
a portfolio of consumer and corporate travel brands including
Orbitz.com, CheapTickets, HotelClub and ebookers. Affiliates of
The Blackstone Group (including Travelport Limited) own
approximately 53% of Orbitz's stock (ticker: OWW). Revenues are
expected to exceed $800 million in 2013.


ORMET CORP: $90-Mil. DIP Financing Slammed By PBGC, Creditors
-------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that creditors,
including the Pension Benefit Guaranty Corp., cried foul on Friday
over Ormet Corp.'s $90 million bankruptcy financing package,
saying it contains "unreasonable and overreaching" terms
benefiting lenders led by the private equity firm planning to
scoop up the aluminum smelter's assets.

The report related that in an objection filed in Delaware
bankruptcy court, Ormet's unsecured creditors committee balked at
the company's bid to grant liens on avoidance actions to the
debtor-in-possession lenders -- suitor Wayzata Investment Partners
LLC and Wells Fargo Capital Finance LLC.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Attorneys at Dinsmore & Shohl LLP and Morris, Nichols, Arsht &
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.


PACIFIC RUBIALES: Moody's Rates New US$1-Bil. Notes Offer 'Ba2'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Pacific
Rubiales Energy Corp.'s offering of up to $1 billion senior
unsecured notes due 2023, equal to PRE's Corporate Family Rating
and reflecting their pari passu status with the company's other
debt obligations.

PRE will use the net proceeds from the offering to repay
borrowings under its bank credit facilities and for general
corporate purposes, including acquisitions and to further bolster
its liquidity. The rating outlook is stable.

Ratings Rationale:

PRE'S Ba2 CFR reflects the company's improving production,
reserves and cash flow profile, and its progress on overcoming
infrastructure constraints to grow production. PRE's production
has continued to increase largely in line with expectations, with
an average production of 97,000 net BOE/day up some 13% in 2012
(exit rate 108,149 BOE/day) and proved reserves increasing about
4% to 331.3 million BOE. PRE continues to derive most of its
growth from development of the core Rubiales/Piriri and Quifa
heavy oil fields. However, the company is also diversifying
through acquisitions to provide new exploration and development
opportunities not only in Colombia, but also in Peru, Guatemala,
Guyana, Brazil and Papua New Guinea.

The Ba2 CFR also incorporates the risks of PRE's relatively high
concentration of production and proved reserves in the Rubiales
and Quifa concessions, which contributed about 83% of production
and 28% of proved reserves in 2012, but which are expected to
decline relative to the company's total production and reserves as
it targets almost doubling net production to the area of 200,000
BOE/day in 2016. With the expiration of its Rubiales/Piriri
concessions in July 2016, PRE will need to make steady progress on
the Quifa field and other prospects such as CPE-6 and Sabanero in
the Llanos Basin, on the La Creciente gas field and related LNG
project, and Block Z-1 offshore Peru.

While acquisitions and exploration outside Colombia could modestly
diversify operations over the next few years, these efforts will
also entail exploration and political risk as well as potential
leveraging impacts. Finally, PRE's spending and leverage profile
will continue to reflect investment in strategic infrastructure
projects such as the Bicentennial Pipeline and an LNG export
facility that will require substantial investment to monetize its
oil and gas reserves and deliver product to market.

Moody's expects rising production and an outlook for reasonably
high crude oil prices to continue to support strong cash margins
and improving leverage metrics for PRE. While a higher capital
budget of $1.7 billion in 2013 will likely result in negative cash
flow, the company's ability to internally fund capital spending is
increasing, despite rising cost pressures, higher finding and
development costs and sizeable infrastructure investment.

In monitoring PRE's progress and momentum for a higher rating,
Moody's will be looking for further production growth and asset
diversification, as well as results from the STAR in-situ enhanced
recovery program and prospects for more widespread adoption for
heavy oil development, including potential new contracts on the
Rubiales/Piriri concessions.

The principal methodology used in rating Pacific Rubiales was the
Independent Exploration and Production (E&P) Industry Methodology
published in December 2008.


PATRIOT COAL: Files Motion to Reject CBAs With UMMA
---------------------------------------------------
Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Missouri for an order (1) authorizing
those Debtors that are signatories to collective bargaining
agreements with the United Mine Workers of America to reject such
collective bargaining agreements pursuant to Section 1113 of the
Bankruptcy Code; (2) implementing the terms of the Debtors'
Section 1113 proposal; (3) authorizing the Debtors to terminate
retiree benefits for certain of their current retirees pursuant to
Section 1114 of the Bankruptcy Code; and (4) implementing the
terms of the Debtors' Section 1114 proposal.

The statutory predicates for the relief in this motion are
Sections 1113 and 1114 of the Bankruptcy Code.

The reasons for this Motion are articulated in the Memorandum of
Law filed [under seal] contemporaneously with the motion.

According to papers filed with the Court, the Motion to Reject
Collective Bargaining Agreements and to Modify Retiree Benefits
Pursuant to 11 U.S.C. Sections 1113, 1114, the Memorandum in
support of the Motion and the declarations and exhibits filed in
support of the Motion contain certain highly confidential and
sensitive information, including information about the Debtors'
liquidity, near-term financial outlook and business plan, all of
which constitutes "confidential . . . commercial information"
under Section 107(b)(1) of the Bankruptcy Code.

According to Patriot, disclosure of the Confidential Information
would cause significant harm to the Debtors' commercial
relationships and competitive position.

The hearing to consider the Motion is scheduled for April 10,
2013, at 10:00 a.m. and April 11, 2013, at 10:00 a.m.  The hearing
may be adjourned or canceled by the Debtors by notice filed with
Bankruptcy Court, or announcement at the April 10, 2013 hearing.

A copy of the Motion is available at:

         http://bankrupt.com/misc/patriotcoal.doc3214.pdf

A copy of the Motion to Seal is available at:

         http://bankrupt.com/misc/patriotcoal.doc3213.pdf

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Patriot Coal Corp. started proceedings in bankruptcy court
March 14 against the mine workers' union to save $150 million a
year by trimming wages and benefits under the collective
bargaining agreement and reducing health benefits for retirees.

Without changes, Patriot said it "will run out of money and will
be forced to liquidate," with the loss of 4,200 jobs, including
1,650 workers represented by the United Mine Workers of America.

After months of extensive negotiations, the company says the union
unjustifiably refused to grant the concessions.  Based in St.
Louis, where the bankruptcy is now pending, Patriot says the union
contract calls for "substantially above-market wages and
benefits," making hourly costs 90% higher.  The company points out
that workers pay almost nothing toward health care and have 47
paid days off a year.

With regard to the obligation of providing lifetime health care
for retirees, Patriot said the present value of the obligation is
$1.6 billion.  It is currently providing health care for 8,100
retirees.  In addition to changing the union contract, saving
$75 million, Patriot intends to save another $75 million annually
by creating a trust to take over liability for retiree health
care, providing what the company calls "meaningful benefits."

As a companion to the wage and benefit initiative, Patriot started
a lawsuit in bankruptcy court March 14 against Peabody Energy
Corp., prior owner of some of the mines.  The suit is designed to
stop Peabody from reducing health benefits for some workers.

                        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.


PEAK RESORTS: Can Use Rossignol Ski Cash Collateral
---------------------------------------------------
The Bankruptcy Court has ratified Peak Resorts, Inc.'s prior use
of Rossignol Ski Company, Incorporated's cash collateral and
authorized the Debtor's future use of cash collateral of
Rossignol.

Rossignol asserts that it holds a valid, perfected, first priority
purchase money security interest in the ski and snowboard rental
inventory bearing the tradenames "Rossignol" and "Caber" for use
in the Debtor's ski area operations together with the rental
revenues of said Collateral and all proceeds of thereof.

Pursuant to the Stipulation, the parties have agreed that the
total amount due to Rossignol on its prepetition general unsecured
claim is $237,754.

The value of the Collateral is stipulated and agreed to be
$110,000.

As ordered, the Debtor will be permitted to use the Collateral and
the cash collateral and will pay to Rossignol, out of such cash
collateral the sum of $110,000, which amount will be paid in up to
four installments:

  a. on or before Feb. 7, 2013, a sum equal to 20% of the gross
rental revenue received by the Debtor, not to exceed $36,667 from
the Rental Revenue for the 30 day period preceding Jan. 20, 2013.

  b. on or before Feb. 24, 2013, a sum equal to 20% of the gross
rental revenue received by the Debtor, not to exceed $36,667 from
the Rental Revenue for the 34 day period preceding Feb. 17, 2013;

  c. on or before March 31, 2013, a sum equal to 20% of the gross
Rental Revenue received by the Debtors, not to exceed $36,667 from
the Rental Revenue for the 42 days period preceding March 31,
2013;

  d. The balance of the Secured Claim, if any, will be paid upon
the earlier of: (i) when the Collateral is sold pursuant to sale
under 11 U.S.C. Section 363; (ii) from gross Rental Revenues
received in December 2013.

The balance of Rossignol's pre=petition general unsecured claim in
the amount of $127,753.79 will be treated as a general unsecured
claim and will be treated as a general unsecured claim and will be
paid in accordance with the Bankruptcy Code.

If any of the payments are not received by Rossignol within 7 days
after the due date, upon 5 business days' notice to Debtor's
counsel, counsel for FDIC-Reciever, counsel for the Official
Creditors Committee and the United States Trustee, Rossignol will
be entitled to obtain, on a ex parte basis, an order granting it
relief from the automatic stay.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PEAK RESORTS: Can Obtain $2-Mil. of Financing
---------------------------------------------
On Feb. 15, 2013, the Bankruptcy Court entered a second final
order authorizing Peak Resorts, Inc., et al., to obtain post-
petition financing in the aggregate amount not exceeding
$2,004,454 from the Federal Deposit Insurance Corporation, in its
capacity as Receiver for Tennessee Commerce Bank, to fund the
post-petition operating expenses of the Debtors incurred in the
ordinary course of business and to pay certain other costs and
expenses of administration, in accordance with the Third Amended
DIP Agreement.

All terms and covenants set forth in the DIP Agreement and
approved by the First Final Order will continue in full force and
effect except as expressly modified by the Third Amended DIP
Agreement and this Second Final Order.

Interest on the DIP Loan will accrue at the rate of 9% annually.

The DIP Loan will mature on March 31, 2013, unless extended by the
DIP Lender in its sole discretion.  The Debtors and the DIP Lender
anticipate that the DIP Loan will be paid either by a sale of
substantially all of the Assets under Section 363 of the
Bankruptcy Code, a refinancing of the DIP Loan and/or other
subordinate financial obligations of the Debtors, be amortized and
paid out pursuant to a plan of reorganization.

A copy of the Second Final Order is available at:

         http://bankrupt.com/misc/peakresorts.doc306.pdf

A copy of the First Final Order is available at:

         http://bankrupt.com/misc/peakresorts.doc113.pdf

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PULSE ELECTRONICS: Has Forbearance Agreement With Oaktree
---------------------------------------------------------
Pulse Electronics Corporation on March 11, 2013, entered into a
Forbearance Agreement with Oaktree Capital Management L.P.,
relating to Pulse's credit agreement, by and among the Company,
Pulse Electronics (Singapore) Pte Ltd, certain other subsidiaries
of the Company, the lenders party thereto, and JPMorgan Chase
Bank, N.A., as Administrative Agent.

Under the Forbearance Agreement, Oaktree, as the sole Lender under
the credit agreement, agreed to forebear from taking any action,
including, without limitation, an acceleration of any of the
obligations secured under the credit agreement, permitted to be
taken by Oaktree under the credit agreement and the related loan
documents in connection with certain specified default or event of
default.  Under the Forbearance Agreement, a Specified Default is
defined as (i) any default resulting from the Company's,
Borrower's or any Subsidiaries' failure to satisfy financial
covenants of the credit agreement as of the last day of each of
the Test Periods ending on the following dates: December 28, 2012,
March 31, 2013, June 30, 2013, September 30, 2013 and December 31,
2013, (ii) any incurrence or settlement of any pension plan
obligation not in the ordinary course prior to December 31, 2013
and not exceeding $6,500,000 in the aggregate, of which no more
than $1,500,000 can be paid in any year and (iii) only until
January 1, 2014 and not at any time thereafter, any default
resulting from the Company's litigation against Halo and the
Turkish VAT-related dispute, provided that, with respect to the
litigation against Halo, the Company files an appeal following the
court judgment in November 2012.

"Although we anticipate meeting our covenants in the future, our
ability to remain in compliance with the covenants may be
adversely affected by future events potentially beyond our
control.  Violating any of these covenants could result in being
declared in default, which may result in our lenders electing to
declare our outstanding borrowings immediately due and payable and
terminate all commitments to extend further credit.  If the
lenders accelerate the repayment of borrowings, we cannot provide
assurance that we will have sufficient liquidity to repay our
credit facilities or other indebtedness.  In addition, certain
domestic and international subsidiaries have pledged the shares of
certain subsidiaries, as well as accounts receivable, inventory,
machinery and equipment, intellectual property and other assets as
collateral.  If we default on our obligations, our lenders may
take possession of the collateral and may license, sell or
otherwise dispose of those related assets in order to satisfy our
obligations," Pulse said.

As of Dec. 28, 2012, Pulse had aggregate long-term debt, excluding
debt discounts, of roughly $125.8 million.

Pulse on Nov. 20, 2012, entered into a credit agreement with
Oaktree pursuant to which Oaktree extended a new $75.0 million
senior secured Term A Loan and exchanged approximately $28.5
million principal amount and unpaid interest of the Company's
outstanding senior convertible notes for a new $28.5 million
secured Term B Loan.   The Company used approximately $55.0
million of the proceeds to retire its senior credit facility and
is using the remaining $20.0 million for working capital,
transaction fees, general business purposes, and to increase cash
on hand.

The interest rate on the Term A Loan is 12.0% per annum, and the
interest rate on the Term B Loan is 10.0% per annum.  Interest on
each term loan may, at the Company's election, be paid in cash or
paid in kind (in the form of additional principal) for the first
three years.

The Company plans to pay the interest due on these term loans in
the form of additional principal for the first three years.  The
new term loans mature on Nov. 20, 2017, and are secured by a first
lien on the collateral that secured the Company's pre-existing
senior secured credit facility and on its available unencumbered
assets.  The term loans are non-amortizing and may be prepaid
without any penalty.  While the Term B Loan is not junior in
relative lien priority to the Term A Loan, the Term B Loan may not
be repaid until the Term A Loan is paid in full.

Pulse incurred $4.2 million of loan costs and fees related to the
Oaktree term loans, which have been capitalized as debt issuance
costs and are being amortized using the effective interest rate
method through the maturity date of the debt.

Pulse said it is being required by the lender to maintain an
unrestricted cash balance of $10.0 million (subject to the
forbearance agreement dated March 11, 2013) and capital
expenditures are limited to $10.0 million in fiscal 2013 subject
to forbearance, $12.0 million in fiscal 2014, and $14.0 million in
fiscal 2015 and in each fiscal year thereafter.

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.  As of Dec. 28, 2012, Pulse had
$188 million in total assets.


QUALTEQ INC: Creditors Begin Voting on Full-Payment Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Qualteq Inc., previously a provider of
production services for direct-marketing firms, can begin voting
on the liquidating Chapter 11 plan.  The bankruptcy judge in
Chicago approved voting materials on March 13.

The report relates that the explanatory disclosure statement tells
unsecured creditors with about $9.8 million in claims how they
should be paid in full from a liquidating trust.  The confirmation
hearing for approval of the plan is set for April 23.

Lenders with mortgages on real estate securing about $34 million
will be paid in full from sales of the underlying properties.

The plan was spawned by a $51.2 million sale of the business
completed in November.  The buyer, Valid USA Inc., paid
$51.2 million.  The disclosure statement reveals a projected
$13.7 million left over for the company's owners after creditors
are paid.  The trustee was appointed at the request of Bank of
America NA.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engaged in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactured magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Debtor Avadamma LLC disclosed $38,491,767 in
assets and $36,190,943 in liabilities as of the Petition Date.

The case was transferred to Chicago from Delaware in February
2012.  At the request of Bank of America NA, the bankruptcy judge
in Chicago appointed Fred C. Caruso of Development Specialists,
Inc., as Chapter 11 trustee in May 2012.

During the Delaware proceedings, the Debtors hired Fox Rothschild
LLP, as local counsel and K&L Gates LLP acted as general
bankruptcy counsel.  Scouler & Company was tapped as restructuring
advisors.

The Debtors are currently represented by Harley J. Goldstein,
Esq., and Matthew E. McClintock, Esq., at Chicago firm, Goldstein
& McClintock LLC.

In the Delaware proceedings, Roberta A. DeAngelis, U.S. Trustee
for Region 3, appointed four unsecured creditors to serve on the
Official Committee of Unsecured Creditors.  The Committee has
hired Lowenstein Sandler PC as counsel and Eisneramper LLP as
accountants and financial advisors.  Cozen O'Connor serves as the
Committee's Co-Counsel

In November 2012, the Qualteq trustee completed the sale of the
business for $51.2 million to Valid USA Inc.  The price included
$46.1 million in cash plus the assumption of liabilities.

The Chapter 11 Trustee is represented by Kirkland & Ellis.


REGEN BIOLOGIC: FDA Says It Caved to Politics In Clearing Implant
-----------------------------------------------------------------
Erica Teichert of BankruptcyLaw360 reported that The U.S. Food and
Drug Administration said Thursday it had acted within its
authority when it rescinded marketing clearance for a ReGen
Biologics Inc. knee implant -- an action the company says drove it
into bankruptcy -- because the device had gotten initial approval
only due to "severe political pressure."

According to the report, FDA attorneys claimed during a summary
judgment hearing Thursday that the agency was under "one of the
most severe political pressures" it had ever seen when it first
approved ReGen's collagen meniscus implant, Menaflex.

                         About ReGen

ReGen Biologics Inc., filed for Chapter 11 protection following a
decision by the Food & Drug Administration in March 2011 to
rescind approval of its meniscus implant.  ReGen Biologics in
Hackensack, New Jersey, sought Chapter 11 protection (Bankr. D.
Del. Case No. 11-11083) on April 8, 2011.  An affiliate, RBio,
Inc., also sought protection from creditors (Case No. 11-11084).
Attorneys at Pillsbury Winthrop Shaw Pittman LLP and Phillips,
Goldman & Spence represent the Debtors.  ReGen disclosed
$1,496,261 in assets and $5,208,393 in liabilities as of the
Chapter 11 filing.


RESIDENTIAL CAPITAL: Fed, Ally Balk at Bid to End Consent Decree
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC, the mortgage-servicing
subsidiary of non-bankrupt Ally Financial Inc., is attempting to
scuttle a consent decree with the Federal Reserve Board and the
Federal Deposit Insurance Corp. by calling the obligation a
"claim" that can be paid in cash like other unsecured claims.

The report recounts that in April 2011, ResCap and other mortgage
servicers signed a consent order with the FDIC and the Fed
requiring an extensive review of past foreclosures to find those
that were improper and compensate homeowners who suffered as a
result.  Costing $300,000 a day, ResCap said in court papers filed
in February that the review is the single-largest expense in the
Chapter 11 reorganization begun in May.  ResCap cited an agreement
that 10 lenders made in January to pay billions of dollars to end
the review process.  Consequently, ResCap believes the consent
order is nothing more than an unsecured, pre-bankruptcy claim
because the liability can be quantified in dollars.

According to the report, the Fed shot back March 13 saying the
bankruptcy court has no power to limit the agencies' police and
regulatory powers.  They even dispute the idea that the bankruptcy
court has any jurisdiction to disturb an action taken by the Fed.
The Fed points to the underlying law enabling the consent decree
in the first place.  The Fed says it only has power to require
restitution and reimbursement and doesn't have authority to assess
a monetary penalty for "engaging in unsafe or unsound practices."

The report adds that Ally likewise objects, pointing to multiple
instances during the Chapter 11 case when ResCap said it would
abide by the consent decree.  Ally says the $3 billion sale of the
mortgage-servicing business was accompanied by an undertaking to
comply with the consent decree.  Ally argues it was importuned to
provide $220 million in financing on the representation that
ResCap would abide by the consent decree.

The issue comes up at a March 21 hearing in U.S. Bankruptcy Court
in Manhattan.

Bending to creditor criticism, ResCap terminated the pre-
bankruptcy agreement with Ally intended as the foundation for a
Chapter 11 plan.  ResCap is also giving creditors the right to sue
Ally if there isn't agreement on a consensual plan by May, when an
examiner will be issuing a report.  ResCap sold the most of the
business to two buyers for a combined $4.5 billion.  The remaining
assets are worth $1 billion, the company said in a court filing.

ResCap's $2.1 billion in third-lien 9.625% secured notes due in
2015 last traded March 13 for 110.125 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The $473.4 million of
ResCap senior unsecured notes due in April last traded on March 8
for 30.938 cents on the dollar, a 31.6% increase since Dec. 19,
according to Trace.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: Ally Objects to Changes to Protective Order
----------------------------------------------------------------
BankruptcyData reported that Ally Financial Inc. filed with the
U.S. Bankruptcy Court an objection to the examiner's motion for an
order modifying the uniform protective order for examiner
discovery.

Ally, according to BankruptcyData, asserts, 'Whereas the Examiner
has justified its extraordinary request to limit parties' ability
to clawback privileged documents based on its need to complete its
report in a timely manner, this justification does not apply to
any other party. As such, Ally requests clarification that the
proposed modifications apply solely to the Examiner -- a
clarification that the Examiner has indicated that it does not
oppose.'

The Debtors filed a joinder to the objection, explaining, 'Most
significantly, Debtors agree with AFI that modification of the
Protective Order cannot change the obligations imposed by the
rules governing discovery of privileged documents. As such, the
Debtors request that any modification permit a party to seek leave
of Court to make a request for the return of privileged
information, even after the proposed deadline for automatic
clawbacks has passed,' BankruptcyData said.

The examiner filed a response to the objections, stating, 'The
Examiner's proposed order would fairly preserve the parties'
ability to assert appropriate claims of inadvertent production
subject only to reasonable time limits on such assertions to
provide the Examiner with the certainty and finality critical to
his task. The Examiner is not asking anyone to waive privilege,
only to raise it by a time certain,' BankruptcyData added.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESTAURANT HOLDING: Moody's Changes Ratings Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of
Restaurant Holding Company to negative from stable while affirming
its long term ratings, including the B3 Corporate Family Rating
and Caa1-PD Probability of Default Rating.

The outlook revision reflects Moody's expectation that RHC's
operating trends will remain under pressure near-term, owing to
weak macroeconomic factors in Puerto Rico, volatile commodity
prices, and the intense competitive environment among quick
service restaurants ("QSR"). In the past two quarters of fiscal
2013, Caribbean's comparable restaurant sales declined in the mid
single-digit percentage range on a year-over-year basis. Moody's
is concerned that comparable restaurant sales will remain negative
over coming quarters as the aforementioned challenges persist.

Ratings affirmed:

Corporate Family Rating at B3

Probability of Default Rating at Caa1-PD

$22.5 million senior secured revolving credit facility due 2016 at
B3 (LGD3, 32%). Revised from (LGD3, 31%)

$182 million senior secured term loan due 2017 at B3 (LGD3, 32%).
Revised from (LGD3, 31%)

Ratings Rationale:

RHC's B3 CFR reflects its high financial leverage of about 5.5
times and Moody's expectation that it will increase to the 6.0
times range (excluding preferred stock adjustment) over the next
12 to 18 months as EBITDA levels modestly deteriorate. The rating
also reflects the company's high exposure to consumer spending
patterns, modest scale, and narrow geographic concentration. The
rating is supported by the company's leading position in the
Puerto Rico QSR segment as a result of its exclusive development
agreement within Puerto Rico and the strength of the Burger King
brand. The rating also reflects sufficient coverage of cash
interest expense (on an EBITDA less capex basis) and Moody's
expectation that RHC will maintain an adequate liquidity profile
near-term.

Moody's could downgrade RHC's ratings if its operating metrics
such as same store sales, customer traffic, and operating profit
continue to decline resulting in debt to EBITDA (excluding
preferred equity adjustment) approaching 6.5 times, EBITDA less
capex to interest falling to one time, or sustained negative free
cash flow. Downward ratings pressure could also result if the
company's liquidity profile weakens.

Given the weak economic environment in Puerto Rico, positive
ratings momentum is not expected in the near term, but could occur
if the company is able to develop a track-record of improved
operating performance, increase its scale and geographic
diversification, and sustain debt to EBITDA below 5.0 times.

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

Restaurant Holding Company, through an exclusive territorial
development agreement with Burger King Corporation, is the sole
franchisee of Burger King restaurants in Puerto Rico with
approximately 179 units as of January 2013. In 2011 the company's
subsidiary Latin American Subs, LLC acquired the rights to operate
the Firehouse Subs franchise in Puerto Rico and currently there
are seven Firehouse Subs restaurants operating. Caribbean is a
wholly-owned subsidiary of BKH Acquisition Corp., which in turn is
majority-owned by Castle Harlan Partners, a private equity firm
that purchased the company in 2004.


REVEL AC: Casino to File Prepackaged Chapter 11 March 22
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Revel casino in Atlantic City, New Jersey, said
that it expects to file a prepackaged Chapter 11 reorganization
around March 22.

According to the report, with the reorganization to have been
accepted by creditors in advance, the casino said it should be
able to complete the bankruptcy process within 60 days.  The plan
is to cut debt by about $1 billion.

The casino will have a new chief executive officer to guide the
bankruptcy.  Jeffrey Hartmann is replacing Kevin DeSanctis as CEO.
The chief investment officer of the casino also stepped down.
Mr. DeSanctis and the chief investment officer will retain their
positions with the Revel Group holding company that owns the
casino.  The holding company will lose its ownership through
bankruptcy.  Mr. Hartmann had been in several capacities with the
Mohegan Sun casino in Connecticut since 1994, ending his career
there as chief executive in 2012.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

In 2012, Revel warned federal regulators about a potential
bankruptcy or foreclosure, citing its growing debt load of more
than $1.3 billion and the possibility that revenue will remain
depressed.

At Sept. 30, 2012, the Company had $1.14 billion in total assets,
$1.39 billion in total liabilities and a $243.12 million total
owners' deficit.

                           *    *     *

As reported by the TCR on Feb. 22, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Atlantic City-
based Revel AC Inc., the operator of the Revel resort, to 'D' from
'CCC'.  The rating actions follow the company's announcement that
it plans to restructure through a prepackaged Chapter 11
reorganization, and that it did not make the scheduled interest
payment due Feb. 19, 2013, under its term loan agreement.


RG STEEL: Sues 34 Companies to Seek Payment of More Than $2.5-Mil.
------------------------------------------------------------------
RG Steel Wheeling, LLC filed lawsuits against J & B Welding Inc.
and 31 other companies that purchased steel products from the
company prior to its bankruptcy filing.

The lawsuits, which were filed separately on March 8 in the U.S.
Bankruptcy Court for the District in Delaware, seek payment of
more than $1.98 million, plus interest.

The company's affiliate, RG Steel Sparrows Point LLC, also filed
two separate lawsuits against Consolidated Systems Inc. and NK
Steel LLC to seek payment of $549,875, plus interest for steel
products purchased.  The lawsuits were filed in the same court.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RHYTHM AND HUES: Court Approves JS-Led Auction on March 27
----------------------------------------------------------
The Hon. Neil W. Bason of the U.S. Bankruptcy Court for the
Central District of California approved on March 13 Rhythm And
Hues, Inc.'s bid and auction procedures.

When R&H went about setting up a sale, no buyer was under
contract.  Before the hearing, Japanese entertainment and content
media company JS Communications Co. signed a letter of intent to
buy the business.

As reported by the Troubled Company Reporter on March 11,
2013, The Wall Street Journal's Ben Fritz reported that JS
Communications Co., the "stalking horse" bidder, is offering
to assume nearly $16 million of debtor-in-possession loans
from two studios for which the Debtor is doing work and to
pay $1 million in cash to help satisfy other liabilities.

Under a letter of intent entered with the Debtor on March 7, 2013,
JS Communications has until March 19 to submit a definitive,
signed Asset Purchase Agreement and pay a cash deposit of
$425,000.

If offers from other interested buyers are submitted to the
Debtor, an auction will be held on March 27, 2013, commencing at
10:00 a.m. Pacific time.  In accordance with the Bid Procedures,
bids must be submitted by March 22, 2013, at 5:00 p.m. Pacific
time.  A Submitted Bid must provide for a purchase price that
exceeds the APA Purchase Price by at least $525,000 and be
comprised of at least: (i) payment of the cure amounts, if any,
(ii) either (x) payment in full of the DIP loan obligations in
cash at the closing of the sale, or (y) assumption of the DIP loan
obligations; (iii) assumption of all other assumed liabilities set
forth in the APA; and (iv) $1,525,000 in cash in immediately
available funds to be delivered to the Debtor's estate at the
closing.

A Submitted Bid must propose that the Prospective Bidder is not
acquiring the rights to receive the first $5 million of payments
on account of those certain shareholder notes owned by the Debtor,
or provide additional consideration to match the benefit to the
estate under the terms of the APA.  A Submitted Bid must be
accompanied by a good faith deposit of at least $425,000 by wire
transfer, certified or cashier's check.  The Good Faith Deposit
will be held in a segregated debtor in possession bank account.

A Qualified Bidder may increase its bid as many times as it
chooses, provided that each subsequent bid must exceed the prior
bid for the assets by at least $100,000.  The increase may take
the form of an all cash bid, the assumption of debt, or a
combination of both.

JS Communications will be entitled to a Break-Up Fee of $425,000,
if the Debtor chooses an offer from another buyer who pays at
least $525,000 in cash above the APA purchase price.

A hearing on the approval of the sale will be held on March 28,
2013, commencing at 3:00 p.m.

A copy of the Bid Procedures is available for free at:

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

                        About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.

R&H has provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H has a 135,000 square-foot facility in
El Segundo, California. It has more than 460 employees.

The Debtor is represented by Brian L. Davidoff, Esq., C. John M
Melissinos, Esq., and Claire E. Shin, Esq., at Greenberg Glusker,
in Los Angeles, California.  The petition was signed by John
Patrick Hughes, president and CFO.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, are
providing DIP financing.  They are represented by Jones Day's
Richard L. Wynne, Esq., and Lori Sinanyan, Esq.


RHYTHM AND HUES: Gets Final Nod for Fox & Universal DIP Financing
-----------------------------------------------------------------
The Hon. Neil W. Bason of the U.S. Bankruptcy Court for the
Central District of California has granted Rhythm And Hues, Inc.,
final approval to obtain $17.1 million of DIP financing from key
clients Universal City Studios LLC and Twentieth Century Fox, a
division of Twentieth Century Fox Film Corporation.

As reported by the Troubled Company Reporter on Feb. 21, 2013,
the Court, following an initial hearing on the DIP financing on
Feb. 15, granted interim approval of the loan and allowed the
Debtor to borrow as much as $11 million pending final approval.
The Debtor stated that while the principal purpose of the loan is
to allow it to finish existing projects for Universal and Fox, it
will also allow the Debtor to remain in business for approximately
the next 75 days and, potentially for additional time as new work
is bid and secured.  During the next two months, the Debtor
intends to continue to market the business to third party buyers
with the potential goal of entering into a sale or other financing
transaction, allowing R&H to exit its Chapter 11 case as a
healthier company.

The loan from Fox and Universal are provided on favorable terms:
the loan bears interest at a fixed rate of 6% per annum and will
not mature until the earlier of Dec. 31, 2015 (almost three years
from today) and the effective date of a reorganization plan.
Default interest will be 9% per annum.  The DIP Loan will be in
the maximum of $17.086 million to be advanced in four
installments: (1) $6 million to be advanced upon entry of an order
approving the DIP Loan on an interim basis; (2) $5 million to be
advanced on Feb. 19, 2013; (3) $4 million to be advanced on March
18, 2013, but only after entry of an order approving the DIP Loan
on a final basis; and (4) $1.586 million to be advanced on April
8, 2013.  In addition, there is a loan allowance amount for the
lenders' counsel up to $500,000.

The DIP Loan will be secured by a first priority security interest
on substantially all of the Debtor's assets, subject to a carve-
out for (a) allowed and unpaid fees and expenses in an amount not
to exceed (i) $1 million for the Debtor's restructuring counsel,
Greenberg Glusker Fields Claman & Machtinger LLP; (ii) $500,000
for the Debtor's financial consultant, Scouler & Company LLC;
(iii) $50,000 for counsel for the Official Committee of Unsecured
Creditors, if any; and (iv) $150,000 for the Debtor's broker/
investment banker, and (b) all accrued and unpaid fees that arise
pursuant to 28 U.S.C. Sec. 1930.

                        About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.

R&H has provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H has a 135,000 square-foot facility in
El Segundo, California. It has more than 460 employees.

The Debtor is represented by Brian L. Davidoff, Esq., C. John M
Melissinos, Esq., and Claire E. Shin, Esq., at Greenberg Glusker,
in Los Angeles, California.  The petition was signed by John
Patrick Hughes, president and CFO.


RHYTHM AND HUES: Can Hire Houlihan Lokey as Investment Banker
-------------------------------------------------------------
Rhythm And Hues, Inc., sought and obtained authorization from the
Hon. Neil W. Bason of the U.S. Bankruptcy Court for the Central
District of California employ Houlihan Lokey Capital, Inc., as
investment banker.

Houlihan Lokey will, among other things:

      a. review the Debtor's financial condition, operations,
         competitive environment, prospects and related matters;

      b. assist the Debtor in the development, preparation and
         distribution of selected information, documents, plans
         and other materials in an effort to create interest in
         and to consummate any transaction, including, if
         appropriate, assisting the Debtor in the prepartion of an
         offering memorandum;

      c. solicit and evaluate indications and proposals regarding
         any transaction from current and potential equity
         investors, acquirers and strategic partners; and

      d. assist the Debtor with the development, structuring,
         negotiation and implementation of any transaction,
         including participating as representative of the Debtor
         in negotiations with creditors and other parties involved
         in any transaction, including the DIP lenders.

Houlihan Lokey will earn a monthly fee of $75,000 for each of
the first two 30-day periods following the Effective Date of the
in the letter agreement between the Debtor and Houlihan Lokey.
The first Monthly Fee on account of the first 30-day period
following the Effective Date must be paid to Houlihan Lokey by the
Debtor promptly following entry of a final order approving
Houlihan Lokey's employment pursuant to the Agreement.  The
Monthly Fee for the second 30-day period will be paid to Houlihan
Lokey by the Debtor on the later of: (i) the 30th day following
the Effective Date; and (ii) the date of entry of a final
order of the Court approving Houlihan Lokey's employment.

Upon the closing of a transaction, the Debtor will pay Houlihan
Lokey from the gross proceeds of the transaction and from other
liquid assets of the Debtor, as a cost of the transaction, a cash
fee based upon Aggregate Gross Consideration, calculated as
follows: (i) for AGC up to $30 million, a Transaction Fee of
$850,000; plus (ii) for additional AGC in excess of $30 million up
to $35 million, 2% of the additional AGC; plus (iii) for all
additional AGC in excess of $35 million, 4% of the additional AGC.

Peter S. Fishman, Director of Houlihan Lokey, attested to the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.

R&H has provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H has a 135,000 square-foot facility in
El Segundo, California. It has more than 460 employees.

The Debtor is represented by Brian L. Davidoff, Esq., C. John M
Melissinos, Esq., and Claire E. Shin, Esq., at Greenberg Glusker,
in Los Angeles, California.  The petition was signed by John
Patrick Hughes, president and CFO.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, are
providing DIP financing.  They are represented by Jones Day's
Richard L. Wynne, Esq., and Lori Sinanyan, Esq.


ROTHSTEIN ROSENFELDT: Ponzi Victims Slam $72M Ch. 11 TD Bank Deal
-----------------------------------------------------------------
Sindhu Sundar of BankruptcyLaw360 reported that Scott Rothstein's
Ponzi scheme victims piled on his firm's Chapter 11 plan
Wednesday, targeting a $72 million settlement with TD Bank NA that
allegedly gives the bank too much power over payments to creditors
while shielding it from suits over its own alleged role in the
$1.2 billion scheme.

The report related that in more than a dozen objections filed in
Florida bankruptcy court, the scheme's victims and creditors of
the bankrupt Rothstein Rosenfeldt Adler PA decried the TD Bank
settlement as an "unfair and inequitable" deal.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case filed a bankruptcy plan and disclosure statement on Aug. 17.
The plan was filed and signed by the Committee attorney, Michael
Goldberg of Akerman Senterfitt, and not by the court-appointed
trustee Herbert Stettin.  The plan calls for the creation of a
liquidating trust and four classes of claimants.  A date for
confirmation of the plan was left blank.


S & S FOOD: Former Officer's Debt Not Dischargeable
---------------------------------------------------
Bankruptcy Judge Barbara J. Houser ruled that S&S Food Corporation
is entitled to a judgment against Sadruddin Sherali for actual
damages of $694,356, exemplary damages of $500,000, and attorney's
fees of $15,000.  These amounts are excepted from Mr. Sherali's
discharge under 11 U.S.C. Sec. 523(a)(4).  Mr. Sherali was the
company's sole officer, director and shareholder from Jan. 1,
2006, until Dec. 9, 2011.

On Dec. 9, 2011, Mr. Sherali ceased being an officer, employee,
director and shareholder of S&S when Dominic W. Lam Inc. was the
high bidder at an auction of the stock of reorganized S&S.  The
auction was conducted in connection with a hearing on confirmation
of S&S' Second Amended Plan of Reorganization in its bankruptcy
case.  The Court confirmed S&S' plan of reorganization and Dominic
W. Lam Inc. became the sole shareholder of S&S when the plan
became effective.

Mr. Sherali is a debtor in a Chapter 7 bankruptcy case (Bankr.
N.D. Tex. Case No. 12-34480).  S&S asserts an unliquidated claim.

S & S FOOD CORPORATION, Plaintiff, v. SADRUDDIN SHERALI,
Defendant, Adv. Proc. No. 12-03198 (Bankr. N.D. Tex.), was filed
to determine the debts owed to the plaintiff and to determine
dischargeability of those debts.

A copy of the Court's March 14, 2013 Findings of Fact and
Conclusions of Law is available at http://is.gd/3zRqhafrom
Leagle.com.

Dallas-based S & S Food Corporation filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 11-32325) on April 4, 2011,
listing assets of $1,290,010 and debts of $2,280,706.
Judge Barbara J. Houser oversees the case.  Joyce W. Lindauer,
Esq. -- courts@joycelindauer.com -- served as the Debtor's
counsel.  A list of the Company's eight largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/txnb11-32325.pdf The petition was
signed by Sadrudon Sherali, president.

S&S Food -- dba Star Food Mart; and dba Star Laundry Mat -- in
Dallas, also sought Chapter 11 protection (Bankr. N.D. Tex. Case
No. 08-32225) on May 6, 2008, estimating $1 million to $10 million
in both assets and debts.  Judge Houser oversaw that case too.
John E. Leslie, Esq. -- arlingtonlaw@aol.com -- in Arlington,
Texas, served as counsel in the 2008 case.


SABRA HEALTH: Proposed $50MM Stock Issue Gets Moody's B3 Rating
---------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to the proposed
$50 million preferred stock of Sabra Health Care REIT, Inc.,
currently being marketed. The rating outlook remains stable. Net
proceeds from this offering are expected to be used to reduce the
balance on the REIT's secured revolving credit facility.

These ratings were assigned with a stable outlook:

Sabra Health Care REIT, Inc. --$50 million preferred stock at B3;
senior unsecured shelf at (P)B1; preferred stock shelf at (P)B3.

Ratings Rationale:

Sabra's B3 preferred stock rating reflects Moody's standard
notching practice for REITs with senior unsecured ratings below
Ba2. Sabra's B1 senior unsecured and B1 corporate family ratings
reflect the REIT's small size, early stage of growth, and tenant
concentration with Genesis HealthCare LLC, the parent company of
Sun Healthcare Group, Inc. Sabra's asset type concentration in
skilled nursing facilities also remains a key credit challenge as
this sector is highly regulated and dependent on government
reimbursements through Medicare and Medicaid, which Moody's views
as particularly at risk for rate cuts in the current fiscal
environment.

As key credit strengths, Moody's notes that Sabra has demonstrated
substantial progress in growing its portfolio and reducing its
former 100% tenant concentration with Sun. Genesis, who recently
acquired Sun, comprised 65% of Sabra's annualized revenues as of
4Q12 and Moody's expects this concentration will decrease further
as the REIT continues its active pace of growth. Moody's also
views favorably Sabra's strategic focus on increasing its presence
in private pay senior housing investments.

Sabra has sufficient financial capacity to fund continued growth.
The REIT had $126 million of liquidity as of 4Q12, including $17
million of cash and $109 million available on its secured
revolver. Proceeds from the proposed $50 million preferred equity
offering will be used to reduce its line balance. Sabra has no
significant debt maturities until 2015 when its line and $87
million of mortgages come due. Moody's also notes that the REIT's
modest leverage profile and sound fixed charge coverage are
additional credit positives supporting its ratings.

The stable outlook reflects Moody's expectation that Sabra will
continue to execute on its strategic growth and diversification,
while maintaining modest leverage and sound liquidity.

Moody's indicated that a rating upgrade would likely reflect
reduced tenant concentration (largest tenant less than 50% of
revenues), maintenance of fixed charge coverage above 2.5x and Net
Debt/EBITDA below 6x on a sustained basis. Sound property coverage
ratios across all significant leases would also be necessary for a
ratings upgrade.

Negative rating pressure would likely result from sustained,
substantial deterioration in property coverage ratios, fixed
charge coverage below 2.2x, or material increases in secured debt,
which could create subordination and pressure on the senior
unsecured debt rating.

The last rating action with respect to Sabra Health Care REIT,
Inc. was on April 19, 2012, when the ratings were upgraded to B1
from B2 with a stable outlook.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.

Sabra Health Care REIT, Inc. [Nasdaq: SBRA] is a self-managed real
estate investment trust that, through its subsidiaries, owns and
invests in real estate serving the healthcare industry. Sabra
leases properties to tenants and operators throughout the United
States. As of March 11, 2013, and after giving effect to the
announced Bee Cave Preferred Equity Investments, Sabra's portfolio
included 119 real estate properties held for investment and leased
to operators/tenants under triple-net lease agreements (consisting
of (i) 96 skilled nursing/post-acute facilities, (ii) 22 senior
housing facilities, and (iii) one acute care hospital), three
mortgage loan investments and two preferred equity investments.


SABRA HEALTH: S&P Assigns 'CCC+' Rating to $50MM Series A Shares
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
the proposed $50 Million Series A cumulative redeemable preferred
shares issued by Sabra Health Care REIT Inc..

S&P believes Sabra intends to use proceeds from the offering to
repay borrowing on its amended secured revolving credit facility,
which had $92.5 million outstanding as of Dec. 31, 2012, and for
general corporate purposes, which may include funding future
acquisitions.  Based on S&P's criteria, it ascribes minimal equity
credit to the proposed preferred stock.

Irvine, Calif.-based Sabra is a self-administered and self-managed
health care REIT.  With an enterprise value of $1.4 billion, Sabra
is the smallest REIT S&P rates.  The company's portfolio of 119
health care properties is diversified across 27 states, but
concentrated by tenant, with Genesis HealthCare LLC (B/Stable/--),
contributing roughly 64% of its revenue.  Sabra's health care
portfolio is heavily weighted toward skilled nursing/post-acute
facilities, which contribute roughly 82% of its revenue and are
subject to potentially volatile government reimbursement programs
such as Medicare and Medicaid.

S&P's base-case scenario assumes that Sabra's same-store revenue
grows 1.5% in 2013 and the company pursues $180 million of
leverage-neutral investments at an 8.5% yield in the latter part
of the year.  Under this scenario, S&P estimates that Sabra's
debt-to-EBITDA will decline to 5.3x-5.7x in 2013 (from 6.2x in
2012) and fixed-charge coverage will strengthen to 2.4x-2.6x (from
2.3x).

S&P's stable outlook on Sabra reflects S&P's expectation for
steady near-term core cash flow, given negligible scheduled lease
expirations until 2020 and S&P's expectations for relatively flat
tenant-level rent coverage (EBITDAR coverage was 1.5x during
fiscal 2012).  S&P also expects profitable leverage-neutral
investments leading to modest improvement in EBITDA-based credit
metrics and maintenance of adequate liquidity.

S&P do not foresees taking any negative rating actions in the near
term, given S&P's expectation for modest improvement in EBITDA-
based credit metrics.  However, S&P would consider lowering the
ratings if liquidity becomes less than adequate, Sabra funds
growth with a greater proportion of debt such that leverage
exceeds 7.5x EBITDA, or FCC dips below 1.8x.  This could result
from the company pursuing more aggressive than expected debt-
financed growth or restructuring leases for tenants that can't
absorb or mitigate potential future reimbursement cuts.

Near-term upgrades remain unlikely due to Sabra's smaller and less
diversified revenue base, and less-flexible capital structure.
Longer-term, S&P would consider raising the ratings one notch if
the company continues to execute on a growth and funding strategy
that improves its tenant diversification, while maintaining
adequate rent coverage cushion, operate with FCC near the mid-to-
high end of S&P's forecast range, and preserves its currently
adequate liquidity.

RATING LIST

Sabra Health Care REIT Inc.
  Corporate credit rating                         B+/Stable/--

RATING ASSIGNED

Sabra Health Care REIT Inc.
  $50 mil Series A preferred stock due 2018       CCC+


SENTINEL MANAGEMENT: Allocation of Settlement Proceeds Upheld
-------------------------------------------------------------
PENSON GHCO n/k/a PENSON FUTURE and PENSON FINANCIAL FUTURES,
INC., et al., Appellants, v. FREDERICK J. GREDE, not individually
but as Liquidation Trustee of the Sentinel Liquidation Trust,
Appellee, Nos. 12-CV-06388 (N.D. Ill.), seeks to overturn the
Bankruptcy Court's approval of the Liquidation Trustee's
allocation of certain settlement proceeds and related litigation
expenses among two creditor groups.  Penson seeks to overturn the
Bankruptcy Court's June 20, 2012 Order Approving Allocation of
Settlement Proceeds.

Sentinel, a futures commission merchant and investment advisor,
filed a voluntary Chapter 11 petition on Aug. 17, 2007.  Earlier
that day, Sentinel sold most of the securities it held on behalf
of the so-called Seg 1 Customers -- a group of Sentinel customer
accounts that included Penson et al. -- to Citadel Equity Fund and
Citadel Limited Partnership for approximately $318 million.  On
Aug. 28, 2007, the Bankruptcy Court approved the appointment of
Mr. Grede to serve as Sentinel's Chapter 11 trustee.

Mr. Grede and the Official Committee of Unsecured Creditors
proposed a plan of liquidation, which the Bankruptcy Court
confirmed on Dec. 15, 2008.  The Plan created the Liquidation
Trust to pursue the claims and causes of action belonging to
Sentinel's bankruptcy estate and to make distributions to
creditors.  The Plan also created a distinct tranche of the
Liquidation Trust -- Tranche P -- for personal causes of action
that Sentinel customers had against third parties.  The Plan and
the agreement creating the Liquidation Trust entitled these
assigning customers to proceeds of any Non-Estate Claims,
distributed to them on a pro rata basis.

The Plan also provided that Sentinel's former customers and other
general secured creditors would receive proceeds from Sentinel's
liquidation of its estate assets and litigation.  Under the Plan,
customers who had received a distribution of the Citadel Proceeds,
such as Seg 1 Customers, would not receive any additional
distributions until those customers and creditors who did not
receive such a distribution -- NonCitadel Beneficiary Customers --
received a percentage distribution equal to the distribution that
the Seg 1 Customers and others previously had received, including
the distribution of the Citadel Proceeds.

The Trustee now serves as the trustee for this Liquidation Trust,
which includes the claims assigned to Tranche-P.  According to the
Liquidation Trust Agreement, in the event the Trustee compromises
or otherwise settles both an Estate Claim and a Non-Estate claim
against the same defendant or group of defendants, the Liquidation
Trustee "'in consultation with the Liquidation Trust Committee, in
his good faith judgment based upon the merits of the respective
claims, shall allocate a portion of such proceeds to Tranche-P on
account of the Tranche-P Electors' Non-Estate Claims' and must
seek Court approval of that allocation."

According to Penson et al., "[e]very dollar of recoveries
allocated to Tranche P and every dollar of expenses paid by the
Liquidation Trust and not reimbursed to the Liquidation Trust from
Tranche P's share of recoveries reduces the Percentage Recovery
received by the NonCitadel Beneficiary Customers and non-customer
creditors from the Liquidation Trust on account of their allowed
claims, thereby reducing the Sec 1 Customers potential recovery
from the Liquidation Trust and increasing their potential
liability in Seg 1 Cases."

In August 2011, the Trustee settled certain Estate Claims and Non-
Estate Claims for $41,000,000, of which the Trustee received
approximately $39,000,000 for distribution in accordance with the
terms of the Plan and Trust Agreement.  On Nov. 15, 2011, the
Trustee filed a motion seeking the Bankruptcy Court's approval of
his allocation of the Settlement Proceeds.  The Trustee sought to
allocate 60% of the Settlement Proceeds to the estate, and 40% to
Tranche P.  He also estimated that roughly $10 million in expenses
should be apportioned to Tranche P based on the expenses that the
Liquidation Trust had paid pursuing Non-Estate Claims on behalf of
Tranche P.  He also stated that he would reserve $2.5 million for
future Tranche P litigation costs and expenses.

Penson et al. believe that this allocation of expenses was
insufficient as the Trustee "failed to properly allocate all
expenses incurred by the Liquidation Trust pursuing Non-Estate
Claims."  Penson et al., therefore, objected to the approval of
the Allocation Motion.  The Bankruptcy Court, after considering
the briefs of the parties and oral argument, overruled the
objections and granted the Allocation Motion.

Penson et al. elevated the matter to the District Court.

In a March 12, 2013 Memorandum Opinion and Order available at
http://is.gd/CUJ4dzfrom Leagle.com, District Judge Amy J. St. Eve
affirmed the Bankruptcy Court order.  According to Judge St. Eve,
Penson et al. "simply cite to no specific evidence in the record
that indicates that the Trustee acted inequitably and have not
offered any reason why the Court should substitute its own
judgement for the reasonable, informed judgment of the Bankruptcy
Judge based on the evidence before it."  The judge said Penson et
al. "merely reiterate the same arguments, based on the presumption
that the Trustee had an obligation to specifically allocate
certain joint expenses to Tranche P prior to allocating
settlements, which the Bankruptcy Court rejected. Based on the
Appellants' failure to put forth any evidence undermining the
Bankruptcy Court's finding, and the reasonable discretion the
Trustee utilized in allocating the proceeds, the Court finds that
the Bankruptcy Court did not clearly err by granting the
Allocation Motion."

The appellants also include IFX Markets, Inc., IPGL, Ltd., ABN
AMRO Clearing Chicago LLC, Country Hedging, Inc., Crossland, LLC,
Farr Financial Inc., Velocity Futures, LLC, FCStone LLC, Cadent
Financial Services et al., Rand Financial Services, Inc.,
TradeMaven Clearing LLC, UBS Securities, LLC and American National
Trading Corp., et al.  Collectively, they are the Seg 1 Customers.

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on
Aug. 17, 2007.  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represented the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed the Fourth Amended Chapter 11 Plan of
Liquidation for Sentinel on Dec. 15, 2008, which created a
Liquidation Trust.  The Plan became effective Dec. 17, 2008, and
Mr. Grede was appointed Liquidation Trustee.


SK FOODS: Court Denies Motion for Rehearing in "Nageley" Suit
-------------------------------------------------------------
In the Chapter 11 case of SK Foods, L.P., Nageley, Meredith &
Miller, Inc. filed a motion for rehearing or reconsideration of a
ruling entered by the U.S. District Court for the Eastern District
of California on December 21, 2012.

Nageley presented three bases for rehearing or reconsideration:
(1) The Court did not consider the meet and confer requirements of
Local Rule 37-251; (2) Farella Braun + Martel LLP opposed the
motion filed by Bradley D. Sharp, the Chapter 11 trustee, as an
interested party at a time in which there was an on-going meet and
confer duty; and (3) Nageley's actions were reasonable and the
Court's award of sanctions was an abuse of discretion.

Magistrate Judge Sheila K. Oberto denied Nageley's request, saying
rehearing of the Court's Order is unwarranted and Nageley failed
to submit an affidavit or brief with the requisite information.

The case is NAGELEY, MEREDITH & MILLER, INC., Appellant, v.
BRADLEY D. SHARP, CHAPTER 11 TRUSTEE, Appellee, Case No. 2:12-CV-
00940-JAM, No. 2:12-CV-00942-JAM., 2:12-CV-00943-JAM, (E.D. Cal.).

A copy of the District Court's March 11, 2013 Order is available
at http://is.gd/WxcyxOfrom Leagle.com.

                        About SK Foods

SK Foods LP ran a tomato processing facility.  It filed for
Chapter 11 bankruptcy protection after being dropped by its
lending group.  Creditors filed an involuntary Chapter 11 petition
against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc.
(Bankr. E.D. Cal. Case No. 09-29161) on May 8, 2009.  SK Foods
had said it was preparing to file a voluntary Chapter 11 petition
when the creditors initiated the involuntary case.  The Company
later put itself into Chapter 11 and Bradley D. Sharp was
appointed as Chapter 11 trustee.  The Debtors were authorized on
June 26, 2009, to sell the business for $39 million cash to a U.S.
arm of Singapore food processor Olam International Ltd.  The
replacement cost for the assets is $139 million, according to
Olam.

As reported by the Troubled Company Reporter on Feb. 19, 2010, a
federal grand jury returned a seven-count indictment charging
Frederick Scott Salyer, former owner and CEO of SK Foods, with
violations of the Racketeer Influenced and Corrupt Organizations
Act, in connection with his direction of various schemes to
defraud SK Foods' corporate customers through bribery and food
misbranding and adulteration, and with wire fraud and obstruction
of justice.

Salyer supporters launched a Web site which can be accessed from
two addresses: http://www.operationrottentomato.com/and
http://www.scott-salyer.com/


SMART TECHNOLOGIES: High Business Risk Prompts Moody's 'Caa1' CFR
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to SMART Technologies
Inc. including a Caa1 corporate family rating, Caa1-PD probability
of default rating, and SGL-3 speculative-grade liquidity rating,
and assigned a Caa1 rating to the proposed $250 million senior
secured notes to be co-issued by SMART's subsidiaries, SMART
Technologies ULC and SMART Technologies Finance Inc. SMART, ULC
and Finance have been assigned stable outlooks. This is the first
time Moody's has rated SMART.

Net proceeds from the notes issue and $45 million of SMART's cash
will be used to repay SMART's existing $289 million term loan. The
notes will be guaranteed by SMART, and by ULC and Finance's
material subsidiaries and will be secured by substantially all
assets of the issuers and guarantors.

Ratings Assigned:

SMART Technologies Inc.

Corporate Family Rating, Caa1

Probability of Default Rating, Caa1-PD

Speculative Grade Liquidity Rating, SGL-3

SMART Technologies ULC and SMART Technologies Finance Inc.

$250 million senior secured notes due March 2020, Caa1 (LGD4, 53%)

Outlook:

SMART Technologies Inc., SMART Technologies ULC and SMART
Technologies Finance Inc.

Assigned as Stable

Ratings Rationale:

SMART's Caa1 CFR primarily reflects high business risk resulting
from its steeply declining revenue trend, meaningful dependence on
budget-constrained education markets, competitive pressures from
other technological products, and high leverage (estimated
adjusted Debt/ EBITDA of about 6x for fiscal 2013). The rating
also considers that large and better capitalized technology
companies could enter the market and take away share. There is
also a lack of forward visibility in the enterprise segment's
growth prospects and Moody's is uncertain recent restructuring
initiatives will have sustainable benefits. The rating benefits
from the company's global leadership position in interactive
displays, a large installed base which could provide replacement
revenue opportunities, low penetration rates particularly in
emerging markets and adequate liquidity position. Moody's expects
revenue to continue declining by double digits and leverage to be
maintained around 6x through the next 12 to 18 months.

SMART's liquidity is adequate. The company has pro forma cash of
about $100 million, full availability under its proposed $30
million revolving credit facility, and Moody's expects near
breakeven annual free cash flow. Debt maturities are limited until
March 2018 when the revolver matures. SMART will not have to
comply with its lone leverage covenant unless revolver utilization
exceeds a certain threshold, and Moody's expects a cushion of
around 20% to that covenant.

The outlook is stable because Moody's anticipates the company will
have enough liquidity to sustain its operations through the next
12 to 18 months.

The rating would likely be upgraded if SMART strengthens its
liquidity profile, reverses the decline in revenue, expands EBITDA
margin towards the mid-teens, and sustains adjusted Debt/ EBITDA
below 5x and EBIT/ Interest above 1.5x. The rating could be
downgraded if SMART's liquidity position worsens or if free cash
flow generation remains negative for an extended period.

The principal methodology used in this rating was Global
Technology Hardware published in September 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.

SMART Technologies Inc. provides interactive displays
(whiteboards, flat panels and projectors) largely for the K-12
school market, but also for business use. Revenue for the twelve
months ended December 31, 2012 was $632 million, with about 63%
generated in North America, 28% in Europe, Middle East and Africa,
and the remaining 9% from the rest of the world. SMART is
headquartered in Calgary, Alberta, Canada.


SMART TECHNOLOGIES: S&P Assigns 'B' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating, and stable outlook, to Calgary, Alta-
based interactive display provider SMART Technologies Inc.

At the same time, S&P assigned its 'B' issue-level rating, and '3'
recovery rating, to the company's proposed US$250 million senior
secured notes.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%) recovery for creditors in the
event of a default.  The US$30 million revolving credit facility
is not rated by Standard & Poor's.

"The ratings on SMART reflect our assessment of the company's
'weak' business risk profile and our expectation that the company
will maintain credit metrics consistent with a 'highly leveraged'
financial risk profile over the next year," said Standard & Poor's
credit analyst David Fisher.

SMART is a leading provider of touch-sensitive interactive
whiteboards (IWB) and related interactive display technologies,
interactive response systems, and ancillary software, primarily
targeting the kindergarten to grade-12 school education market.
The company develops, assembles, and markets hardware and software
products that enable group collaboration and interactive learning
by both local and remote participants.  SMART pioneered the IWB
product category and remains a global market share leader
according to Futuresource Consulting Ltd.  For the 12 months ended
Dec. 31, 2012, the company posted reported revenue and adjusted
EBITDA of US$632 million and US$59 million, respectively.

The stable outlook reflects S&P's expectation that recent
restructuring actions should enable SMART to generate EBITDA in
the range of US$50 million-US$60 million in the next 12 months,
resulting in adjusted debt-to-EBITDA in the 5x-6x range.

S&P could consider lowering the ratings if trailing 12 months
EBITDA declines materially below US$50 million.  S&P believes this
could occur if school board funding constraints or pricing
pressures increase more than S&P currently expects.

While unlikely in the near term, S&P could consider raising the
ratings if adjusted debt-to-EBITDA improved to the 3x-4x range on
a sustained basis, driven by improved EBITDA generation and a
lessened dependence on interactive whiteboards in the education
market.


SRAM LLC: Moody's Assigns B1 Rating to US$725MM Sr. Debt Facility
-----------------------------------------------------------------
Moody's Investors Service revised SRAM LLC's rating outlook to
stable from negative due to improvement in SRAM's operating
performance and credit metrics and Moody's expectation that credit
metrics will get better as the company repays debt with free cash
flow.

At the same, Moody's rated SRAM's $725 million senior secured
credit facility B1 and affirmed the B1 Corporate Family Rating.
The credit facility is comprised of a $675 million term loan and a
$50 million undrawn revolver.

Proceeds from the new credit facility will be used to repay the
existing first lien term loan in full and all but $40 million of
the second lien term loan. The SGL-3 speculative grade liquidity
rating will be withdrawn as SRAM no longer files public financial
statements.

"The outlook change reflects the improvement in SRAM's credit
metrics over the last year and our view that metrics will continue
getting better over the next 12 -18 months," said Kevin Cassidy,
Senior Credit Officer at Moody's Investors Service. For example,
debt to EBITDA decreased by almost a turn since December 2011 to
5.4 times at December 2012 from 6.3 times and Moody's thinks it
will approach 5 times in 2013 and be below 5 times in 2014.

These ratings were assigned:

$675 Million First Lien Term Loan at B1 (LGD 3, 45%);

$50 Million First Lien Revolver at B1 (LGD 3, 45%);

These ratings were affirmed/LGD assessments revised:

Corporate Family Rating at B1;

Probability of Default Rating at B1-PD;

$185 Million Second Lien Term Loan at B3 (LGD 6, 91% from LGD 5,
86%);

These ratings were affirmed, but will be withdrawn at close:

$605 Million First Lien Term Loan at Ba3 (LGD 3, 35%);

$50 Million First Lien Revolver at Ba3 (LGD 3, 35%);

This rating is withdrawn:

Speculative grade liquidity rating at SGL-3

Rating Rationale

The B1 Corporate Family Rating reflects SRAM LLC's modest scale
with about $630 million of revenue, narrow product focus in
bicycle component parts, susceptibility to discretionary consumer
spending, and weak (albeit improving) credit metrics with debt to
EBITDA around 5.4 times. The ratings are also constrained by the
company's history of shareholder friendly activities such as
dividends and share repurchases as well as by the potential for
future acquisitions. SRAM's rating benefits from its: 1) strong
operating margins with EBITA to revenue around 20%; 2) adequate
operating performance; 3) good market position within the bicycle
component industry; 4) extensive product portfolio within the
premium bicycle component segment; and 5) strong brand recognition
among bike enthusiasts and dealers. The rating also benefits from
the stable industry dynamics and the wide range of countries the
company operates in, but it is constrained by SRAM's significant
European revenue exposure at almost 50%.

The stable outlook reflects Moody's view that SRAM's operating
performance and credit metrics should continue improving in the
near to midterm.

The ratings are unlikely to be upgraded in the near term. This is
because of SRAM's moderate size and soft credit metrics. SRAM's
credit metrics need to be stronger than similarly rated consumer
durables companies because of its size and history of aggressive
financial policies. Key credit metrics necessary for an upgrade to
be considered in the longer term would be debt to EBITDA
approaching 3 times and interest coverage moving toward 4 times
(currently 2.5 times).

Ratings could be downgraded if credit metrics do not improve as
expected. For example, Moody's could downgrade the ratings if debt
to EBITDA is sustained above 5.5 times or if EBITA margins fall to
the low double digits. Another aggressive debt funded shareholder
return in the next few years could also spark a downgrade.

The principal methodology used in rating SRAM was the Global
Consumer Durables 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 Chicago, Illinois, SRAM Corporation is a global
manufacturer and designer of premium bicycle components. Revenue
for the year ended December 31, 2012, approximated $630 million.


SRAM LLC: S&P Assigns 'BB-' Rating to $725MM Sr. Secured Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on U.S.
bicycle components maker SRAM LLC to 'BB-' from 'B+'.  The outlook
is stable.

At the same time, S&P assigned SRAM's proposed $725 million senior
secured credit facility an issue-level rating of 'BB-', with a
recovery rating of '4', indicating S&P's expectation for average
(30% to 50%) recovery for lenders in the event of a payment
default.  The proposed facility consists of a $50 million senior
secured revolving credit facility due 2018 and a $675 million
senior secured term loan due 2020.

S&P also raised its issue-level rating on the existing senior
secured term loan to 'BB-'from 'B+'.  However, S&P expects to
withdraw this rating after the close of the proposed transaction.
The recovery rating on this debt remains '4', indicating S&P's
expectation for average (30% to 50%) recovery for lenders in
the event of a payment default.

The company expects to use proceeds from the proposed transaction
to refinance the company's existing senior secured credit
facilities and to repay $145 million of its second-lien credit
facility.

"The upgrade reflects our expectation that SRAM will generate
modest EBITDA growth over the next two years," said Standard &
Poor's credit analyst Michael Halchak.

S&P expects that the company will utilize excess cash flow to
repay debt such that leverage is in the mid-4x at the end of 2013
and falls to below 4x by the end of 2014.  Additionally, the
proposed transaction extends the maturity profile for the company
and will likely cause a reduction in interest expense as the
proceeds from the proposed offering repays higher coupon second-
lien debt.

The corporate credit rating on SRAM LLC reflects Standard & Poor's
Ratings Services' assessment of the company's business risk
profile as "weak," and of the company's financial risk profile as
"aggressive," according to S&P's criteria.

S&P's assessment of SRAM's business risk profile as weak reflects
its position as the distant second largest operator in the highly
competitive bicycle component market--a market in which
participants need to perpetually innovate products to remain
competitive, and the generally discretionary nature of its product
offering.  SRAM's strong EBITDA growth in recent years (the result
of its ability to increase market share and contain costs)
somewhat tempers those factors.

S&P's assessment of SRAM's financial risk profile as aggressive
reflects its relatively high debt leverage.  Although S&P expects
the company to use excess cash to repay debt at least until
leverage reaches 3.5x, the company has previously exhibited
shareholder-friendly actions such as its debt-financed dividend in
2008 and in the second quarter of 2011, when SRAM increased its
leverage by refinancing its existing debt and acquiring all equity
interests held by Trilantic Capital Partners.  However, since the
2011 transaction, SRAM has utilized approximately $88 million of
excess cash to repay debt.


SUNTECH POWER: Maxim Predicts "Likely" Default, Bankruptcy
----------------------------------------------------------
Justin Doom, writing for Bloomberg News, reported that Suntech
Power Holdings Co. (STP), the Chinese solar-panel maker that
announced a forbearance agreement for $541 million in convertible
debt due tomorrow, fell to a record low after Maxim Group LLP said
the company is "likely" to default and enter bankruptcy.

Bloomberg, on March 15, said Suntech tumbled 22 percent to 65
cents at the close in New York, the lowest since it began trading
in December 2005. The bonds increased to 32 cents on the dollar.

There is "no legal way around the March 15 maturity," Aaron Chew,
a Maxim analyst based in New York, wrote in a note to investors,
citing the bond prospectus, Bloomberg said.

Bloomberg recalled that the company said in a statement March 11
that about 60 percent of the bondholders had agreed to wait until
May 15 before exercising their rights.  Such a delay isn't allowed
"without the consent of the holders of each outstanding note
affected," according to the prospectus, Bloomberg noted. Some of
the remaining 40 percent of bondholders said they weren't
contacted by the Wuxi, China-based company about a forbearance and
want to be paid on schedule.

A default would be the first for a bond issued by a company in
mainland China, according to Bloomberg.  Suntech, the largest
solar panel maker in 2011, has reported losses for the past two
years and had about $2 billion of debt as of the end of August,
according to a bondholder presentation in November filed with the
Securities and Exchange Commission.  If Suntech is taken over by
the local Wuxi government, such a bailout is "likely to be
targeted only at local employment and bank debt" and will come "at
the expense of stock and bond holders," Chew wrote, Bloomberg
related. He rates Suntech a sell, with a 12-month price target of
$0.


SUNTECH POWER: Misses Payment on 3% Convertible Senior Notes
------------------------------------------------------------
Suntech Power Holdings Co., Ltd., on March 15, 2013, did not make
a required payment due under its 3.00% Convertible Senior Notes
Due 2013.  The Notes matured on March 15, 2013, and as of that
date an aggregate principal amount of US$541 million of the Notes
remained outstanding.

On March 11, Suntech said it has entered into a forbearance
agreement with holders of more than 60% of its 3% Convertible
Notes, for which a principal payment of US$541 million is due
March 15, 2013.  Under the forbearance agreement, in the event the
Company failed to make payments due under the Notes on March 15,
the signing bondholders agree not to exercise their rights under
the Notes and the related indenture until May 15, subject to
certain market-standard early termination events.

Suntech said the forbearance agreement will enable the Company to
continue to work with holders of the Notes with a view to
achieving a consensual restructuring.

David King, Suntech's CEO, said, "The forbearance agreement
demonstrates bondholders' support for Suntech and provides an
excellent platform to further discussions towards a mutually
agreeable restructuring of the Notes. We are making progress and
are working to find a resolution soon. At the same time, we are
continuing our cost and operational review to further improve our
efficiency."

Cassandra Sweet and Kathy Chu, writing for The Wall Street
Journal, said it wasn't clear what the Chinese solar-panel
company's plans were for repaying investors.  A Suntech spokesman
declined to comment.

On March 14, Suntech said it has been contacted by the New York
Stock Exchange, Inc. regarding that day's unusual trading activity
relating to its American depositary shares.  "Management of the
Company is not aware of undisclosed events that triggered such
trading activity.  The Company is aware of recent market rumors
and third party reports regarding the Company's financial position
and other matters," according to the Company's regulatory
statement.

Early this month, Susan Wang was appointed chairwoman of the
Company's board of directors, effective March 4.  A director of
Suntech since April 2009, Ms. Wang replaced Dr. Zhengrong Shi, who
will remain a director of Suntech.

"I'm pleased to have been elected chairwoman of Suntech's Board of
Directors," said Ms. Wang.  "Suntech's board and management team
are focused on resolving critical capital structure initiatives
and charting Suntech's path forward as a leading supplier of solar
products."

Ms. Wang formerly served as the Executive Vice President of
Corporate Development and Chief Financial Officer for Solectron
Corporation, a worldwide provider of electronics manufacturing
services, where she worked from 1984 until 2002 and during which
she helped to guide Solectron's revenue growth from $40 million in
1984 to over $14 billion in 2002. Prior to Solectron, Ms. Wang
held financial and managerial positions with Xerox Corporation and
Westvaco Corporation.

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.


T SORRENTO: Stays in Ch 11; Must File & Confirm Plan by May 8
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
denied the motion of U.S. Trustee William T. Neary to dismiss or
to convert T Sorrento, Inc.'s Chapter 11 case to a liquidation
under Chapter 7.  The Court also denied secured lender RMR
Investments Inc.'s motion to lift the automatic stay.

The Court ordered that the Debtor file and confirm a Chapter 11
Plan by May 8, 2013.  If the Debtor fails to confirm a Chapter 11
Plan by this date, the Court reserves the right to grant the
relief requested in the motion to dismiss and the motion to lift
automatic stay upon subsequent request by the U.S. Trustee or RMR.

As reported by the Troubled Company Reporter on Feb. 12, 2013, the
U.S. Trustee sought the dismissal of the Debtor's case, saying
that the Debtor's case involves undeveloped real property with no
activity for eight months and that there has been no activity in
the case.  RMR sought relief from the automatic stay to foreclose
on the Debtor's property, claiming that the Debtor has no equity
in the properties, as the value of the properties is significantly
less than the amount RMR is owed under the loan documents.

The Debtor said in a filing dated Dec. 17, 202, that it had a
significant contract for the sale of one of its parcels that could
have satisfied the majority of the direct uncontested debt alleged
by RMR.  According to the Debtor, RMR supported this sale and the
parties had a general agreement and understanding that they would
allow the sale to play out before taking substantive action
against the other in the case.  The sale terminated on Nov. 14,
2012, after the buyer was unable to complete a final checklist
item.  "Following the termination of the contract, the counsel for
the Debtor and RMR have been in consistent contact on another
possible sale opportunity and overall workout.  The parties have
been unable to reach an agreement to date and only recently did
RMR take any adverse steps in this case.  As a result of the
recent developments on the pending sale and RMR's position with
respect to lift stay, the Debtor will be filing a plan and has a
reasonable likelihood of confirming the plan within a reasonable
period of time," the Debtor stated.

The Debtor admitted that it does not have an ongoing business
operation and resulting figures that would be reflected on the
operating reports.  The Debtor denied that there has been no
activity during this case.  The Debtor also denied having been in
Chapter 11 for eight months with no activity.

The Debtor said, "There is no substantial or continuing loss to
the property in this case -- it is undeveloped land and the Debtor
has escrowed 2012 property taxes with its lender.  Additionally,
to the extent cause can be shown, the Debtor will cure any acts or
omissions within a reasonable period of time and will show a
reasonable likelihood of confirming a plan within a reasonable
period of time.

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., is a wholly owned subsidiary
of Transcontinental Realty Investors, Inc., a Nevada corporation.
T Sorrento filed for a Chapter 11 petition (Bankr. D. Nev. Case
No. 12-13907) in Las Vegas on April 2, 2012.  At the behest of RMR
Investments, Inc., the Nevada Bankruptcy Court transferred the
venue of the case to the Northern District of Texas, Dallas
Division, as the Debtor's principal office and principal place of
business are located in Dallas and the mailing address for each of
the Debtor's officers is also located in Dallas, Texas.  The case
was transferred to the Northern District of Texas by a June 27,
2012 court order.  Dallas Bankruptcy Judge Barbara J. Houser
oversees the case.

T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  The Debtor's Schedule A states it
owns six lots (about 30 acres) at "Mira Lago" in Farmers Branch,
two lots (24 acres) at Valley Branch Circle in Farmers Branch, 5.7
acres in McKinney and less than an acre in Irving.  The total
value of the real property is stated as $17,442,754.  The Debtor
has no personal property.  The Debtor disclosed it has secured
debt held by two entities totaling $5,121,368.  Property taxes
owed total $90,000.  Six unsecured creditors are owed a total of
$235,203.

Lender RMR Investments is represented by Mark E. Andrews, Esq.,
and Stephen K. Lecholop II, Esq., at Cox Smith Matthews
Incorporated.


TG INVESTMENT: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: TG Investment Property, LLC
        2300 Bushwood Drive
        Elgin, IL 60124

Bankruptcy Case No.: 13-09937

Chapter 11 Petition Date: March 13, 2013

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

Judge: Timothy A. Barnes

Debtor's Counsel: Timothy C. Culbertson, Esq.
                  LAW OFFICES OF TIMOTHY C. CULBERTSON
                  1107 Lincoln Ave.
                  Fox River Grove, IL 60021
                  Tel: (847) 913-5945
                  Fax: (847) 574-8220
                  E-mail: tcculb@yahoo.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

A copy of the Company's list of its two unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ilnb13-09937.pdf

The petition was signed by Chris Giotakis, managing member.


THOR INDUSTRIES: Tennessee State Bank Supplements Stay Motion
-------------------------------------------------------------
Tennessee State Bank filed with the U.S. Bankruptcy Court for the
Eastern District of Tennessee a supplement to its motion for
relief of the automatic stay in the Chapter 11 cases of Thor
Industries, LLC.

On Aug. 17, 2012, TSB requested the Court to grant stay relief to
permit it to enforce its interests under a certain Deed of Trust
and other security instruments.

In the supplemental motion, among other things:

   1. TSB represents that as of Aug. 16, 2012, the amount owing on
the Thor Note is $8,606,673.  As of Jan. 10, 2013, the
indebtedness has increased to a total of $8,869,537, including
$100,626 for professional fees and expenses through Dec. 12, 2012.
The daily interest accrual is $1,360.

  2. TSB also represents the amount owing on the Wilrite Note is
$389,359 as of Aug. 16, 2012.  As of Jan. 10, 2013, the
indebtedness has increased to $399,052.  The daily interest
accrual is $62.

  3. The Debtor and TSB appeared before the Court on Sept. 17,
2012, for the trial of the motion, but the parties negotiated for
several hours instead of proceeding with the contested hearing.
Six weeks later, the Debtor and TSB reached an agreement on
several issues pertaining to the motion and other pending motions,
but the parties disagreed on an unanticipated issue.

                     About Thor Industries

Lake City, Tennessee-based Thor Industries, LLC, filed a Chapter
11 petition (Bankr. E.D. Tenn. Case No. 12-50625) in Greenville on
March 30, 2012.  The Debtor disclosed $11.97 million in assets and
$10.0 million in liabilities as of the Chapter 11 filing.  The
Debtor owns the property in Mountain Lake Marina & RV Resort in
Campground Road, Lake City, Tennessee, worth $11 million and
securing an $8.52 million debt.  The Debtor also owns a property
Hickory Bluff Marina, in Camden County, Georgia, worth $875,000
and securing a $375,000 loan.

Judge Marcia Phillips Parsons oversees the case.   Dean B. Farmer,
Esq., at Hodges, Doughty & Carson PLLC represents the Debtor in
its restructuring efforts.  The petition was signed by R. Steven
Williams, Sr., chief manager.

Samuel K. Crocker, U.S. Trustee for Region 8, was unable to form a
committee of unsecured creditors because there were an
insufficient number of unsecured creditors interested in forming a
committee.


TRIANGLE MAINTENANCE: Ct. Sides With Defendant in Suit vs. Liberty
------------------------------------------------------------------
Panola Construction Company entered into a contract with
Mississippi State University for the renovation of Spencer Track
located in Starkville, Mississippi.  Panola then entered into a
subcontract with Triangle Maintenance Service LLC, a limited
liability company doing business in Lowndes County, Mississippi.
In accordance with Section 31-5-3 et seq., of the Mississippi
Code, Panola, as principal on a construction project with a state
entity, entered into a bonding contract with Liberty Mutual
Insurance Company whereby Liberty acted as a surety for
construction on the Project.  When Panola later failed to pay
Triangle Maintenance, the latter sought to collect under the bond.

Triangle Maintenance filed for Chapter 11 on Nov. 3, 2011.
On Feb. 17, 2012, the Debtor filed the lawsuit TRIANGLE
MAINTENANCE SERVICE, LLC., Plaintiff, v. LIBERTY MUTUAL INSURANCE
COMPANY Defendant, Adv. Proc. No. 12-01019, seeking payment under
the bond and alleging that it is owed $13,150 by Panola for its
work on the Project.

On Dec. 13, 2012, Liberty Mutual filed a motion for summary
judgment.  Triangle Maintenance filed a response on Jan. 24, 2013.

The Court must decide whether the Complaint was filed after the
statute of limitations had run, and therefore, whether Liberty
Mutual's Motion for Summary Judgment is due to be granted.  The
sole factual dispute is whether the last date Triangle Maintenance
performed labor was Feb. 8, 2011, or Feb. 18, 2011.

Judge Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi ruled that the last date on which
Triangle performed labor or supplied materials to Panola on the
Project was Feb. 8, 2011.

"Despite casting the most generously favorable light on the
evidence and pleadings of Plaintiff, this Court concludes that
there is a dearth of proper evidence which might support denying
Defendant's Motion. As the last day of work was performed on
February 8, 2011, and Plaintiff did not file its Complaint until
February 17, 2012, the Complaint was filed outside the statute of
limitations. Thus, there is no genuine issue of material fact as
to the threshold statute of limitations issue, and Defendant is
entitled to a judgment as a matter of law," Judge Woodward
concluded.

"Based on these findings and conclusions, summary judgment for
Defendant based on the statute of limitations is appropriate in
this case," he added.

A copy of the Bankruptcy Court's March 12, 2013 Memorandum Opinion
is available at http://is.gd/gMg3IBfrom Leagle.com.

                    About Triangle Maintenance

Triangle Maintenance Service, LLC filed for Chapter 11 (Bankr.
N.D. Miss. Case No. 11-15142) on Nov. 3, 2011. Triangle
Maintenance estimated its assets and debts at $1 million to
$10 million as of the Petition Date.  Craig M. Geno, Esq., of
Harris Jernigan & Geno, PLLC serves as its counsel.


TRIBUNE CO: Trustee Wins Control of $46MM Clawback Suits
-----------------------------------------=--------------
Jamie Santo of BankruptcyLaw360 reported that Tribune Co.'s
litigation trustee on Thursday won control of clawback suits
originally launched by the media giant's now-disbanded creditors
committee in an attempt to recover $46 million in allegedly
preferential payments made to 18 terminated Tribune executives.

The report related that rejecting objections from Tribune and the
targeted executives, U.S. Bankruptcy Judge Kevin J. Carey approved
trustee Marc S. Kirschner's motion to replace the committee as
plaintiff in the 18 avoidance actions, whose ownership had been at
issue because of a debatable definition in the company's confirmed
Chapter 11 plan.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRINITY COAL: Seeks Exemption From Mining Regulations
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the involuntary bankruptcy filed against Trinity Coal
Corp. by three lenders will give the bankruptcy judge in
Lexington, Kentucky, a chance to decide whether coal mines in
Chapter 11 can be exempted from state regulations.

The report relates that with support from the banks, Trinity filed
papers seeking appointment of a chief restructuring officer.  One
phrase in the request stuck in the craw of West Virginia mine
regulators.  They objected to a provision in the proposed
retention under which the CRO won't be required to register with
the state as an officer of a coal-mine operator.

Under regulations, the state has the power to ban someone from
service with a coal-mine operator.  West Virginia authorities
speculate that the company or the proposed CRO are concerned that
the restructuring officer will be banned from the industry on
account of serving on behalf of Trinity.

Lawyers for the state contend that a federal court has no power to
exempt a bankrupt company from compliance with state regulations
protecting health and safety.

The bankruptcy judge will consider the issue at an April 2
hearing.

                       About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.


TWIN RIVER: Moody's Rates New US$285MM Senior Bank Facility 'B1'
----------------------------------------------------------------
Moody's Investors Service upgraded Twin River Management Group,
Inc.'s Corporate Family Rating to B1, Probability of Default
Rating to B2-PD and senior secured term loan due 2015 to B1.

Moody's also assigned B1 ratings to Twin River's proposed $285
million senior secured bank credit facility comprised of a $260
million term loan and a $25 million revolver, both expiring in
2018.

The rating outlook is stable. The bank facilities will be
guaranteed by Twin River's parent and all operating subsidiaries.
Ratings of the new facilities are subject to final documentation.

Ratings Rationale:

The upgrade reflects Twin River's improved operating performance,
higher earnings and voluntary debt reduction which have helped
improve the company's leverage and coverage metrics. The upgrade
also reflects the approval of table games for Twin River which
will provide incremental earnings that Moody's expects the company
will use to further reduce debt in anticipation of expanded gaming
supply in Massachusetts, possibly as early as mid-2016.

The proceeds of the proposed term loan will be used to refinance
the $214 million currently outstanding under the company's term
loan due 2015, pay a $50 million dividend and related fees and
expenses. The proposed refinancing is expected to materially lower
Twin River's cost of debt, extend its debt maturity profile by
about three years, and facilitate further debt reduction. The
company has repaid approximately $60 million since December 10,
2010. Twin River's debt/EBITDA was 2.9 times and EBIT/interest to
2.8 times for the LTM period ended September 30, 2012. Pro forma
for the proposed transaction, debt/EBITDA is estimated to be 3.25
times and EBIT/cash interest is about 5.6 times.

Twin River's stable rating outlook reflects Moody's expectation
that Twin River will use at least 50% of excess free cash flow to
reduce debt in order to maintain an appropriate capital structure
in anticipation of challenging operating conditions once new
competition opens in Massachusetts. Ratings upside is limited at
this time given Twin River's small scale, limited diversification,
and the expected opening of additional competition in
Massachusetts. Ratings could improve if Twin River's operating
performance shows further resilience to competition from
Massachusetts and can maintain EBIT/interest expense of more than
2.5 times and debt/EBITDA below 3.5 times. Ratings could be
lowered if debt/EBITDA rises and is sustained above 5.0 times for
any reason or if monthly gaming revenue trends in Rhode Island
deteriorate in advance of the opening of gaming in Massachusetts.

Ratings upgraded:

Corporate Family Rating to B1 from B2

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

Ratings upgraded and to be withdrawn upon transaction closing:

$214 million (outstanding) senior secured term loan due 2015 to B1
(LGD 3, 35%) from B2 (LGD 3, 35%)

Ratings assigned:

$260 million proposed senior secured term loan due 2018 at B1 (LGD
3, 35%)

$25 million proposed senior secured revolver expiring 2018 at B1
(LGD 3, 35%)

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

Twin River Management Group, Inc.'s (formerly known as BLB
Management Services, Inc.) operating subsidiary, UTGR, Inc., owns
and operates the Twin River casino located near Providence, Rhode
Island. The Twin River casino operates approximately 4,750 video
lottery terminals (VLTs) on behalf of the State of Rhode Island.
Twin River is entitled to a 27.8% share of the VLT income. The
company is private and does not disclose public financials.


TWIN RIVER: S&P Affirms 'BB-' CCR & Rates $285MM Facility 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating, on Lincoln, R.I.-based Twin River Worldwide
Holdings Inc.  The outlook is stable.

At the same time, S&P assigned Twin River Management Group Inc.'s
proposed $285 million senior secured credit facility due 2018
S&P's 'BB-' issue-level rating (the same as the corporate credit
rating), with a recovery rating of '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery in the event of a
payment default. Parent Twin River Worldwide Holdings and its
operating subsidiaries guarantee the facility.

The company expects to use the proceeds from the issuance to
refinance its current credit facility, pay a $50 million dividend
to its owners, and pay fees and expenses related to the
transaction.

Standard & Poor's Ratings Services' corporate credit rating on
Twin River Worldwide Holdings Inc. reflects S&P's assessment of
the company's financial risk profile as "significant" and S&P's
assessment of the company's business risk profile as "vulnerable,"
according to S&P's criteria.

"Our assessment of the company's business risk profile as
vulnerable reflects its reliance on a single property for cash
flow, despite the property's favorable location; competitive
dynamics in the region; and the stringent revenue allocation
structure imposed by the State of Rhode Island on video lottery
terminal (VLT) win, which limits profitability. Twin River's
business risk profile also reflects our expectation for a
substantial increase in competition located in Massachusetts
starting in 2016, which we expect will result in a meaningful
decline in the customer base and cash flow generation, despite
some mitigation from the addition of table games at the property,"
S&P said.

"Our assessment of Twin River's financial risk profile as
significant reflects its strong liquidity profile and our
expectation that credit measures will gradually improve over the
next few years, because we expect the company to largely apply
positive free operating cash flow (FOCF) to debt repayment.  Under
our long-term forecast, we believe leverage could increase to
about 3x after incorporating a full year of Massachusetts gaming.
Although credit measures weaken under this scenario, leverage
remains within our 4x leverage threshold at the current rating,"
S&P added.

Twin River's primary source of cash flow is its Twin River Casino
in Lincoln, R.I., operated through the company's UTGR subsidiary.
It is about six miles from Providence, and currently the closest
gaming facility to the Boston market (about 50 miles away).  Its
closest competitor is Newport Grand Slots in Newport, R.I.,
featuring around 1,000 VLTs, compared with Twin River's
approximately 4,700 machines.  Additionally, the governor and
legislature of Rhode Island recently approved a law authorizing
table games at Twin River and Newport Grand, and in November 2012,
voters approved the implementation of table games at Twin River.
Twin River also competes with Foxwoods and Mohegan Sun, full-scale
casino resorts in Connecticut.  Despite significant competition in
the Northeast gaming market, Twin River increased its market share
after a meaningful renovation and expansion in 2007.  In 2012, VLT
win at Twin River grew approximately 3%; S&P estimates that the
market as a whole declined approximately 5%.  S&P estimates Twin
River's market share for the same period was roughly 27%.  S&P
defines the market to include both properties in Rhode Island and
Mohegan Sun and Foxwoods in Connecticut, and S&P relies on VLT
revenue information reported by the Rhode Island Lottery and slot
win data reported by the Connecticut Division of Special Revenue.


UNITED AIRLINES: Ch. 11 Bars DHL Antitrust Suit, 2nd Circ. Told
---------------------------------------------------------------
Dan Prochilo of BankruptcyLaw360 reported that United Airlines
Inc. told the Second Circuit on Wednesday that a district court's
decision to let DHL's cargo-price-fixing antitrust suit proceed
sets a precedent that will undermine the purpose and effectiveness
of bankruptcy protections.

The report related that United, which filed for Chapter 11 in
December 2002, told the appeals panel that delivery company DHL, a
United customer and creditor, filed its antitrust suit too late.
According to United, DHL's complaint dredges up allegations about
United's pre-reorganization conduct that all became moot points,
the report added.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.


US BENTONITE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: US Bentonite Processing
        152 North Durbin Street, Suite 120
        Casper, WY 82601

Bankruptcy Case No.: 13-20211

Chapter 11 Petition Date: March 14, 2013

Court: U.S. Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Bradley T. Hunsicker, Esq.
                  WINSHIP & WINSHIP, P.C.
                  100 N. Center, 6th Floor
                  Casper, WY 82602
                  Tel: (307) 234-8991
                  Fax: (307) 234-1116
                  E-mail: brad@winshipandwinship.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 Todd Druse, CFO.


USA COMMERCIAL: Deloitte Liable for Execs' Fraud, 9th Circ. Told
----------------------------------------------------------------
Beth Winegarner of BankruptcyLaw360 reported that a Nevada federal
court erred when it excused financial advisers Deloitte & Touche
LLP from liability for breaching a contract and allowing insiders
at USA Commercial Mortgage Co. to steal from the now-bankrupt
mortgage company and defraud investors, the company argued Friday,
urging the Ninth Circuit to revive the case.

According to the report, the liquidating trust for USA Commercial
-- which went bankrupt in 2006 -- argued that the misdeeds of
mortgage-company CEO Thomas Hantges and President Joseph
Milanowski could not be imputed to the company as a whole.

                       About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represented the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, served as Chief Restructuring Officer for the
Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represented the Official Committee of Unsecured Creditors of
USA Commercial Mortgage Company.  Edward M. Burr at Sierra
Consulting Group, LLC, provided financial advice to the Creditors
Committee of USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represented the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., provided
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represented the Official Committee of Equity Security Holders of
USA Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at
Alvarez & Marsal, LLC, provided financial advise to the Equity
Committee of USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.  USACM Liquidating Trust was created pursuant to the
Debtors' Third Amended Joint Chapter 11 Plan of Reorganization,
which became effective March 12, 2007.  Under the Joint Plan, the
Trust obtained the right to enforce USACM's causes of action.


VAUGHAN CO: Court Narrows Claims in Trustee's Suit vs. Wilson
-------------------------------------------------------------
JUDITH A. WAGNER, Chapter 11 Trustee of the bankruptcy estate of
the Vaughan Company, Realtors, Plaintiff, v. KATHLEEN WILSON,
Defendant, Adv. Proc. No. 12-01142J (Bankr. N.M.), is one of many
adversary proceedings initiated by the Trustee seeking to recover
payments made by VCR to parties who invested in VCR's promissory
note program.  The Trustee asserts that VCR operated as a Ponzi
scheme.  She seeks to recover certain transfers made to Kathleen
Wilson under several theories, including avoidance of transfers
under the actual fraud and constructive fraud provisions of 11
U.S.C. Section 548 and applicable state law.

Ms. Wilson has filed a motion to dismiss the complaint.

After consideration of the Motion to Dismiss and the Trustee's
response to the motion, Bankruptcy Judge Robert H. Jacobvitz finds
that the Motion to Dismiss should be granted as to the Trustee's
claims for turnover (Count 1) and for fraudulent transfers under
state law based on insider status (Count 7); denied as to claims
for actual and constructive fraud under the Bankruptcy Code and
state law (Counts 2 through 6) and disallowance/equitable
subordination of Ms. Wilson's claim (Count 9); and denied without
prejudice as to claims for undisclosed fraudulent transfers under
state law (Count 8).

A copy of the Bankruptcy Court's March 11, 2013 Memorandum Opinion
is available at http://is.gd/Alr1Zufrom Leagle.com.

                     About Vaughan Company

The Vaughan Company, Realtors, descended into bankruptcy after
Douglas F. Vaughan, the former controlling shareholder, used the
company to run a Ponzi scheme from 1993 until January 2010.  Mr.
Vaughan has entered into a plea agreement with the United States,
admitting guilt to various securities violations.

In March 2010, the Securities and Exchange Commission filed fraud
charges against Mr. Vaughan, a New Mexico realtor, and obtained an
emergency court order to halt his $80 million Ponzi scheme.  The
SEC's complaint, filed in federal court in Albuquerque, alleges
Mr. Vaughan through his company issued promissory notes that he
claimed would generate high fixed returns for investors.  Mr.
Vaughan also used another entity -- Vaughan Capital LLC -- to
solicit investors for different types of real estate-related
investments, such as buying residential properties at distressed
prices.  Mr. Vaughan relied entirely on new money raised from
investors through both companies to fund Vaughan Company's ever-
increasing obligations to note holders.

The SEC also charged both of Mr. Vaughan's companies in the
enforcement action.  Neither Mr. Vaughan nor his companies are
registered with the SEC to offer securities under the federal
securities laws.

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.  Judith A. Wagner was appointed as Chapter 11
Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


VITRO SAB: Settlement With Bondholders Approved in Dallas
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB received approval March 14 from the
bankruptcy judge in Dallas for a settlement with dissenting U.S.
bondholders.

According to the report, the judge is allowing immediate
implementation of the agreement where bondholders will receive
cash equal to 85.25% of their principal holdings of $1.2 billion
of bonds in default since May 2009.  In addition, bondholders are
being reimbursed $57.5 million for legal expenses from fighting in
courts in the U.S. and Mexico.  The settlement was the result of
bondholders' victory in late November when the U.S. Court of
Appeals in New Orleans ruled that Vitro's Mexican reorganization
plan wasn't worthy of enforcement in the U.S.

The report relates that the bondholders taking part in the
settlement own about 60% of $1.2 billion in principal amount of
defaulted bonds.  The settlement calls for Fintech Investments
Ltd. to purchase the bonds from the holders and reimburse the
legal expenses.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.

In November 2012, the U.S. Court of Appeals Judge Carolyn King
ruled that Vitro SAB won't be permitted to enforce its bankruptcy
reorganization plan in the U.S.  She said that Vitro "has not
shown that there exist truly unusual circumstances necessitating
the release" preventing bondholders from suing subsidiaries.

In early March 2013, Vitro announce a settlement that will end all
litigation between Vitro and certain creditors in Mexico and the
United States over the past two years.


VWR FUNDING: Moody's Alters Outlook on 'B3' CFR to Stable
---------------------------------------------------------
Moody's Investors Service affirmed the ratings of VWR Funding,
Inc., including the B3 Corporate Family Rating and B3-PD
Probability of Default Rating. Moody's also affirmed the SGL-2
Speculative Grade Liquidity Rating. Concurrently Moody's changed
the outlook for VWR to stable from positive.

The change in the rating outlook to stable reflects Moody's view
that VWR's adjusted debt to EBITDA will remain in the 7.0 times
range over the next 12-18 months. While Moody's expects the
company to benefit from recent organizations changes and
improvement in cash generation, deleveraging will be constrained
by funding constraints by VWR's customers as well as less
favorable terms in its contract with Merck KGaA beginning in April
2014.

Ratings affirmed:

  Corporate Family Rating, B3

  Probability of Default Rating, B3-PD

  Speculative Grade Liquidity Rating, SGL-2

  $241 Revolving Credit Facility due 2016, B1 (LGD-2, 25%)

  $594 Million USD Senior Secured Term Loan B due 2017, B1 (LGD-
  2, 25%)

  EUR581 Million Euro Senior Secured Term Loan B due 2017, B1
  (LGD-2, 25%)

  $750 Million 7.25% Senior Notes due 2017, Caa1 (LGD-4, 69%)

The rating outlook is stable.

Ratings Rationale:

VWR's B3 Corporate Family Rating reflects the company's high
leverage and modest interest coverage and free cash flow relative
to debt. The ratings are supported by VWR's good scale and market
position as the #2 global life science distributor (behind Thermo
Fisher, Baa1) as well as the stability of revenue and
profitability. The company has demonstrated consistent revenue
growth and improved profit margins driven both by organic growth
and acquisitions. While the company's acquisition strategy has
added to its global scale and geographic diversity, it increases
the complexity of the organization and could pose some business
practice compliance risk, particularly in emerging markets.

Moody's could upgrade the ratings if VWR grows revenue and EBITDA
such that its expect adjusted leverage will be sustained below 6.5
times and free cash flow will remain above 3% of total adjusted
debt. If Moody's expects sustained negative free cash flow or
leverage to rise above 8 times either due to deterioration in
EBITDA, acquisitions or shareholder friendly payouts, it could
downgrade the ratings. Further, material deterioration in
liquidity including failure to extend its AR facility could also
lead to pressure on the ratings.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services published in November 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.

VWR Funding, Inc., headquartered in Radnor, Pennsylvania, is a
global leader in the distribution of laboratory scientific
supplies, including chemicals, glassware, equipment, instruments,
protective clothing, and production supplies. Services include
technical services, onsite storeroom services and laboratory and
furniture design, supply and installation. The company serves
customers in the pharmaceutical, biotechnology, medical device,
chemical, technology, food processing and consumer product
industries, as well as governmental agencies, universities and
research institutes, and environmental organizations. For the
twelve months ended December 31, 2012, VWR reported revenues of
$4.1 billion. The company is privately owned, with majority
ownership by Madison Dearborn.


WILLIAMS LOVE: Settles Pfizer Case, Pays Bills & Emerges Ch. 11
---------------------------------------------------------------
Jeffrey Manning, writing for The Oregonian, reported that Williams
Love O'Leary & Powers, in an unusual move, it has been able to pay
its bills and emerge from Chapter 11 bankruptcy after setting a
big case.  The same prolonged legal battle with Pfizer Inc. that
forced the firm to file for bankruptcy in 2011 also resulted in a
settlement sufficient to pay its bills, although exact terms of
the settlement reached last year are confidential, the report
said.

The Oregonion related that the case against the pharmaceutical
giant concerned 500 women who said they developed cancer as a
result of hormone replacement therapy. Pursuing Pfizer cost the
law firm some $3 million.  Attorney Albert Kennedy of Tonkon Torp
represented the Williams firm and says emerging intact from a
Chapter 11 filing with all bills paid is unheard of for a law
firm, The Oregonian further related.

"What usually happens is Chapter 11 is almost always used to
facilitate an orderly liquidation of the firm," Mr. Kennedy told
The Oregonian, praising the partners for their dedication to
Williams Love. "The biggest single key," said Kennedy, "was the
commitment of the partners to stay together and make this work."

                About Williams Love O'Leary & Powers

Williams, Love, O'Leary & Powers, P.C. is a law firm specializing
in the areas of medical and pharmaceutical products liability and
mass tort litigation.  Based in Portland, Oregon, Williams Love,
fdba Williams, Dailey & O'Leary, P.C., dba WLOP and WDO.com, filed
for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 11-37021) on
Aug. 14, 2011.  Judge Elizabeth L. Perris presides over the case.
The Debtor disclosed $8,602,955 in assets and $6,734,830 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Michael L. Williams, its president.  Albert N. Kennedy, Esq.,
and Michael W. Fletcher, Esq., at Tonkon Torp LLP, in Portland,
Oregon, represent the Debtor as counsel.

In September 2012, Judge Perris said she would confirm the third
amended Chapter 11 plan of Williams Love.  Sterling Savings Bank
voted in favor of the Debtor's plan.


* DSH Payment Reductions Pose Challenges to States and Hospitals
----------------------------------------------------------------
The upcoming reductions called for in the Affordable Care Act to
federal disproportionate share hospital payments, estimated to
rise to $17 billion annually by 2019, will lead to political and
budgetary pressure on state governments as they seek to replace
the lost funds says Moody's Investors Service. Hospitals providing
high levels of charity care and with heavy Medicaid loads will be
most vulnerable to budget shortfalls because of the DSH
reductions.

Pressures will be greatest in states that opt out of Medicaid
expansion, but have a relatively high proportion of uninsured
residents, says Moody's in the report "Reduction of Medicaid &
Medicare Disproportionate Share Hospital Payments a Looming
Challenge for States and Hospitals."

The DSH reductions are expected to be covered by the lower cost of
charity care, as the Affordable Care Act is aimed at lowering the
ranks of the uninsured. However, states that opt out of the
Medicaid expansion, as the June 2012 Supreme Court ruling on the
Affordable Care Act allows, may face large uninsured populations
at the same time that the DSH payments decline.

"States that opt out of Medicaid expansion will have to choose
whether to compensate for the shortfalls with their own funds or
leave hospitals to absorb the costs, which will increase rating
pressure on the hospitals," says Nicole Johnson, a Moody's Senior
Vice President. "States that choose to fund uncompensated care
costs themselves could face budgetary strain."

States use federal Medicaid and Medicare DSH funding, to help
hospitals with large numbers of Medicaid and low-income uninsured
patients provide care.

To date, governors in 14 states have recommended against Medicaid
expansion, and the governors of three states are leaning in this
direction. Seven of those 14 states already have above average
levels of uninsured adults that would qualify for Medicaid under
the Affordable Care Act.

At the hospital level, large urban "safety net" hospitals that
typically treat large populations of Medicaid and uninsured
patients are most at risk from the DSH phase-out, says Moody's.

The increased costs could lead to pressure on some hospital
ratings unless they are offset by higher Medicaid and private
insurance rates, lower numbers of uninsured patients, or backfill
funding from states, says Moody's.

Moody's notes that Medicaid DSH payments are scheduled to be
restored in federal fiscal year 2022, but federal budget austerity
could alter that, as actions to reduce the federal deficit have
already pushed back increased DSH payments once.


* Fraudulently Transferred Property Isn't Estate Property
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Denver ruled March 12
that fraudulently transferred property, until it's recovered,
isn't property of the estate, and the automatic stay doesn't
apply.  The Court of Appeals weighed on one side of an issue that
has divided federal appellate courts.

The report recounts that the federal appeals court in New Orleans
was the first to decide the issue in a 1983 opinion concluding
that fraudulently transferred property is estate property even
before recovery, thus invoking the automatic stay under Section
326(a) of the U.S. Bankruptcy Code prohibiting interference with a
property interest.  In 1992, the U.S. Court of Appeals in New York
came down the other way, holding it isn't estate property until
recovered.

According to the report, writing for a three-judge panel in
Denver, U.S. Circuit Judge Paul J. Kelly Jr. sided with the New
York court. Following what he said he saw as the plain meaning of
the statute, he held that unrecovered property isn't subject to
the automatic stay because it's not yet estate property. He
conceded that both sides present "plausible arguments regarding
Congress's intent."  Judge Kelly's opinion also addressed the
mootness and appealability of an order that's equivalent to
modification of the automatic stay.

The case is Rajala v. Gardner, 12-03113, U.S. Court of Appeals for
the 10th Circuit (Denver).


* Student Loan Guarantee Amounts to Separate Obligation
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Cincinnati ruled on
March 12 that if a student loan is discharged because the bank
lender failed to answer, the default judgment isn't binding on the
guarantor of the debt.  The case is Alfes v. Educational Credit
Management Corp. (In re Alfes), 11-02159, U.S. Court of Appeals
for the Sixth Circuit (Cincinnati).


* Valuation Date for Lien Strip Off Is Petition Date
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that on the question -- when an individual in Chapter 13
intends to "strip off" a second mortgage, should the home be
valued as of the petition date, the date the plan is confirmed, or
the date when the lawsuit with the junior mortgage lender is
finished? -- U.S. District Judge James F. Holderman in Chicago
concluded that the petition date is the proper valuation date.
The case is Marsh v. U.S. Department of Housing and Urban
Development (In re Marsh), 13-cv-00666, U.S. District Court,
Northern District Illinois (Chicago).


* Oversight of Student Loan Servicers to be Increased
-----------------------------------------------------
The Blog of Legal Times reported that the Consumer Financial
Protection Bureau moved to step up its supervision of the student
loan market, proposing a rule that would bring the largest non-
bank loan servicers under its direct oversight.

Outstanding student loan debt in the United States tops $1
trillion -- second only to mortgages in household debt -- and
delinquency rates have been rising, according to the BLT.

The proposed rule, BLT related, would give the CFPB authority to
directly supervise non-bank companies if they service more than 1
million student loans. Servicers collect monthly payments,
maintain account records and answer questions from borrowers. The
rule would cover seven companies that together service 49 million
federal and private student loans -- about 70 percent of the
market.

"Our rule would bring new oversight to the student loan market and
help ensure that tens of millions of borrowers are not treated
unfairly by their servicers," said CFPB Director Richard Cordray
in a conference call with reporters, BLT related.  Cordray noted
that a student loan is often a person's first major financial
decision, and that borrowers have no control or choice over who
services their debt.

BLT, however, said the proposed rule has a loophole, one that's
dictated by the Dodd-Frank Act. That is, the CFPB can supervise
"larger participant" non-bank loan servicers, and also has the
authority to supervise banks with more than $10 billion in assets,
including taking a close look at their student loan portfolios but
a bank with less than $10 billion in assets falls outside agency
jurisdiction. The most notable may be Sallie Mae, which along with
its subsidiaries manages or services $234 billion in education
loans, according to the company's website, BLT said.  However,
Sallie Mae is also a bank, offering savings accounts, money market
funds and certificates of deposits, and so is seemingly exempt
from CFPB oversight.

The agency will accept comments on its proposed rule for the next
60 days.


* Senate Says JPMorgan Misled Regulators and Investors
------------------------------------------------------
Aruna Viswanatha and Emily Flitter, writing for Reuters, reported
that JPMorgan Chase & Co (JPM.N) ignored risks, misled investors,
fought with regulators and tried to work around rules as it dealt
with mushrooming losses in a derivatives portfolio, a Senate
report alleged in a damning review of the largest U.S. bank's
management.

Senior managers at the bank were told for months about the bad
derivatives bets that ended up costing the bank more than $6.2
billion but did little to rein them in, according to the Permanent
Subcommittee on Investigations report on Thursday, the Reuters
report said.

The Senate report came on the same day the U.S. Federal Reserve
separately asked JPMorgan to improve its capital planning process
as part of an annual "stress tests" of banks, according to
Reuters.

The barrage of bad news for JPMorgan, long seen as the safest and
best-managed U.S. bank, could taint the reputation of the bank, as
well as Chief Executive Jamie Dimon, Reuters said.  Dimon has been
one of the most outspoken critics of Washington's attempts to
tightly regulate Wall Street after the 2007-2009 financial crisis.

The report, Reuters added, also gives ammunition to advocates
calling for stricter financial reform regulations. In particular,
the 301-page Senate report will likely give new energy to
regulators crafting the Volcker rule, which proposes to put limits
on banks betting with their own funds.

According to Reuters, committee sources said the losses from the
trades appeared to total more than $6.2 billion but these sources
said they could not determine how much because the trades
originally made by the bank's Chief Investment Office were moved
to other parts of the bank.


* Fed Cites Weakness in Capital Reserves at Goldman, JPMorgan Hit
-----------------------------------------------------------------
Michael R. Crittenden, Shayndi Raice and Suzanne Kapner, writing
for The Wall Street Journal, reported that the the Federal Reserve
Thursday dealt a blow to J.P. Morgan Chase & Co. and Goldman Sachs
Group Inc., citing weaknesses in their "stress test" capital
planning that could hamper their funneling more dividends and
share buybacks to investors.

The central bank also denied capital plans submitted by BB&T Corp.
BBT and Ally Financial Inc. but the Fed at the same time cleared
14 other banks to boost payouts to shareholders, including
Citigroup Inc. and Bank of America Corp., both of which in past
years had capital requests rejected by the central bank, the WSJ
report related.

WSJ added that the Fed also approved a reduced repurchase plan
from American Express Co., in the only instance of a bank winning
approval for a plan resubmitted to the regulator under a new
stress-test wrinkle this year.

The Fed said the results show the banking system has grown
stronger since the financial crisis, in large part because banks
and securities firms are paying out less than they did before the
2008 meltdown, WSJ related.

WSJ said the actions underscore the government's increased role in
the banking sector since the financial crisis. Regulators over the
last few years have pushed banks to build up capital buffers and
improve risk management to more realistically account for
potential losses.


* 11th Cir. Appoints Cynthia Jackson as M.D. Fla. Bankruptcy Judge
------------------------------------------------------------------
The Eleventh Circuit Court of Appeals appointed Bankruptcy Judge
Cynthia C. Jackson to a fourteen-year term of office in the Middle
District of Florida, effective March 5, 2013 (vice, Briskman).

          Honorable Cynthia C. Jackson
          George C. Young Federal Building and Courthouse
          400 w. Washington Street
          Suite 6400
          Orland, FL 32801
          Telephone: 407-237-8141

          Term expiration: March 4, 2027


* BOND PRICING: For Week From March 11 to 15, 2013
--------------------------------------------------

  Company              Coupon     Maturity   Bid Price
  -------              ------     --------   ---------
AES EASTERN ENER         9.00     1/2/2017        1.75
AES EASTERN ENER         9.67     1/2/2029        4.13
AGY HOLDING COR         11.00   11/15/2014       55.00
AHERN RENTALS            9.25    8/15/2013       71.00
ALION SCIENCE           10.25     2/1/2015       58.50
ATP OIL & GAS           11.88     5/1/2015        5.50
ATP OIL & GAS           11.88     5/1/2015        5.50
ATP OIL & GAS           11.88     5/1/2015        4.50
BUFFALO THUNDER          9.38   12/15/2014       31.00
CENGAGE LEARN           12.00    6/30/2019       29.50
CENGAGE LEARNING        13.75    7/15/2015       20.38
CHAMPION ENTERPR         2.75    11/1/2037        0.50
DOWNEY FINANCIAL         6.50     7/1/2014       64.25
DYN-RSTN/DNKM PT         7.67    11/8/2016        4.50
EASTMAN KODAK CO         7.00     4/1/2017       13.00
EASTMAN KODAK CO         7.25   11/15/2013       13.63
EASTMAN KODAK CO         9.20     6/1/2021       11.00
EASTMAN KODAK CO         9.95     7/1/2018       12.26
EDISON MISSION           7.50    6/15/2013       52.00
FIBERTOWER CORP          9.00   11/15/2012        3.00
FIBERTOWER CORP          9.00     1/1/2016       12.00
FULL GOSPEL FAM          8.40    6/17/2031       10.07
GEOKINETICS HLDG         9.75   12/15/2014       51.25
GEOKINETICS HLDG         9.75   12/15/2014       55.63
GLB AVTN HLDG IN        14.00    8/15/2013       21.00
GMX RESOURCES            4.50     5/1/2015       35.00
GMX RESOURCES            9.00     3/2/2018       20.00
HAWKER BEECHCRAF         8.50     4/1/2015        9.00
HAWKER BEECHCRAF         8.88     4/1/2015       16.00
HORIZON LINES            6.00    4/15/2017       30.00
INTL LEASE FIN           6.38    3/25/2013      100.04
JAMES RIVER COAL         3.13    3/15/2018       24.00
JAMES RIVER COAL         4.50    12/1/2015       30.00
LAS VEGAS MONO           5.50    7/15/2019       20.00
LBI MEDIA INC            8.50     8/1/2017       27.50
LEHMAN BROS HLDG         0.25   12/12/2013       22.00
LEHMAN BROS HLDG         0.25    1/26/2014       22.00
LEHMAN BROS HLDG         1.00   10/17/2013       22.00
LEHMAN BROS HLDG         1.00    3/29/2014       22.00
LEHMAN BROS HLDG         1.00    8/17/2014       22.00
LEHMAN BROS HLDG         1.00    8/17/2014       22.00
LEHMAN BROS HLDG         1.25     2/6/2014       22.00
MASHANTUCKET PEQ         8.50   11/15/2015        7.50
MASHANTUCKET PEQ         8.50   11/15/2015        7.50
MASHANTUCKET TRB         5.91     9/1/2021        7.50
MF GLOBAL LTD            9.00    6/20/2038       80.00
OVERSEAS SHIPHLD         8.75    12/1/2013       61.45
PENSON WORLDWIDE        12.50    5/15/2017       24.63
PENSON WORLDWIDE        12.50    5/15/2017       41.50
PLATINUM ENERGY         14.25     3/1/2015       51.50
PLATINUM ENERGY         14.25     3/1/2015       51.50
PMI CAPITAL I            8.31     2/1/2027        0.88
PMI GROUP INC            6.00    9/15/2016       32.25
POWERWAVE TECH           1.88   11/15/2024        2.38
POWERWAVE TECH           1.88   11/15/2024        2.38
POWERWAVE TECH           3.88    10/1/2027        2.38
POWERWAVE TECH           3.88    10/1/2027        3.15
RESIDENTIAL CAP          6.88    6/30/2015       29.50
RLGY-CALL03/13          12.38    4/15/2015      100.63
SAVIENT PHARMA           4.75     2/1/2018       27.00
SCHOOL SPECIALTY         3.75   11/30/2026       45.13
STATION CASINOS          6.63    3/15/2018        0.13
TERRESTAR NETWOR         6.50    6/15/2014       10.00
TEXAS COMP/TCEH         10.25    11/1/2015       10.50
TEXAS COMP/TCEH         10.25    11/1/2015       12.20
TEXAS COMP/TCEH         10.25    11/1/2015       10.75
TEXAS COMP/TCEH         10.50    11/1/2016        9.38
TEXAS COMP/TCEH         10.50    11/1/2016       15.88
TEXAS COMP/TCEH         15.00     4/1/2021       26.00
TEXAS COMP/TCEH         15.00     4/1/2021       25.00
THQ INC                  5.00    8/15/2014       47.25
TL ACQUISITIONS         10.50    1/15/2015       20.38
TL ACQUISITIONS         10.50    1/15/2015       20.38
USEC INC                 3.00    10/1/2014       36.19
VERSO PAPER             11.38     8/1/2016       55.90
WCI COMMUNITIES          4.00     8/5/2023        0.38
WCI COMMUNITIES          4.00     8/5/2023        0.38
WCI COMMUNITIES          6.63    3/15/2015        0.38


                            *********

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
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 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
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***