TCR_Public/130322.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 22, 2013, Vol. 17, No. 80

                            Headlines

1701 COMMERCE: Court Denies Motion to Extend Exclusivity
ADAMS PRODUCE: Disclosures Okayed; Plan Hearing on April 15
AEOLUS PHARMACEUTICALS: Xmark Discloses 72% Stake at Feb. 19
AFFYMAX INC: Sale or Bankruptcy Filing Among Options
AHERN RENTALS: Now Hiring Bank America, Merrill as Exit Lenders

ALABAMA AIRCRAFT: Boeing Ducks Part of $1.1B Air Force Bid Suit
AMERICAN AIRLINES: Weil Gets $11B AMR Merger Off The Ground
AMERICAN APPAREL: $200MM Notes Offer Gets Moody's 'Caa1' Rating
AMERICAN APPAREL: S&P Assigns 'B-' Corp. Credit Rating
AMERICAN APPAREL: Comparable Sales for February 2013 Increased 6%

AMERICAN PETROLEUM: S&P Assigns 'BB-' Rating to $270MM Term Loan
AMERICAN RAILCAR: S&P Revises Ratings Outlook to Positive
AMPAL-AMERICAN: Brown Rudnick Stymied in Contempt Bid for Execs
APRIA HEALTHCARE: S&P Assigns 'BB' Rating to $750MM Term Loan
ARCAPITA BANK: April 30 Hearing on Motion to Fund EuroLog Expenses

ARCAPITA BANK: Disclosure Statement Hearing Adjourned to April 10
BERLIN PACKAGING: Moody's Rates New $425MM First Lien Debt 'B1'
BERLIN PACKAGING: S&P Assigns 'B' CCR & Rates $40MM Facility 'B+'
BERNARD L. MADOFF: Picard Defeated in Bid to Stop Fairfield Suit
BERNARD L. MADOFF: Costs BNY Unit $219M as Attys Wait on Pay

BIOLITEC INC: Court Okays Mazzotta Siegel as Litigation Counsel
BIOLITEC INC: Has Nod to Hire Lowenstein Sandler as Counsel
BIOLITEC INC: Michael B. Kaplan Appointed as Mediator
BLACK OLIVE: Bankruptcy Filing Halts Boutique Hotel's Auction
BLUE SPRINGS: Files Chap. 11 Plan & Disclosure Statement

BOOMERANG SYSTEMS: To Issue 2-Mil. Shares Under Incentive Plan
CAMP INT'L: Moody's Keeps B3 CFR After Loan Upsize Cancellation
CAPITAL AUTOMOTIVE: S&P Puts 'B+' Rating on CreditWatch Positive
CARDIOME PHARMA: Shareholder Consolidation May Avert Delisting
CEDAR BAY: Moody's Rates $250MM Senior Secured Term Loan 'Ba3'

CHESAPEAKE ENERGY: To Sell $2.3 Billion Notes to Repay Debt
CHRYSLER LLC: Fiat Sees U.S. Ruling on Valuation by June or July
CLARENDON HOLDINGS: District Court Vacates Valuation Order
COMMUNITY FINANCIAL: Rights Offering Expires Today
CONNECTOR 2000: Bankruptcy Ended $37M Bond Obligations, ACA Says

CPI CORP: EVP Chief Marketing Officer Resigns
DEWEY & LEBOEUF: Can Access Cash Collateral Until March 31
DEX ONE: Keeps Merger on Track After First-Day Orders
DEX ONE: Chapter 11 Filing Prompts Moody's to Lower CFR to Ca
DUTCH RUN-MAYS: Two Lawsuits Remanded to W.Va. State Court

EAST END: Plan Proposes Sale of Condominium to Pay Creditors
EASTERN LIVESTOCK: Gross Negligence Claim vs. Fifth Bank Junked
EASTMAN KODAK: Gets Court Approval to Settle Rousselot Claims
EASTMAN KODAK: Resolves Dispute With Sony, to Sign New Supply Deal
EDISON MISSION: Aims for Bankruptcy Exit by 2015

EDRA BLIXSETH: Court Reduces Western Capital Partners' Claim
ELO TOUCH: S&P Lowers CCR to 'CCC' & Rates $175MM Loan 'CCC+'
ENERGY FUTURE: Aurelius Capital Sues Unit Over LBO-Linked Loans
EUROFRESH INC: Court Okays Hiring of Mesch Clark as Attorneys
EUROFRESH INC: Panel Has Lowenstein Firm, Jennings Firm as Counsel

FAIRWEST ENERGY: Obtains Approval of Sales Process
FIRST CONNECTICUT: Has Court OK to Hire Wasserman as Counsel
FIRST STREET: Court Okays Hiring of Julian Bach as Ch. 11 Counsel
FIRST STREET: Amends Scope of Binder & Malter Employment
FIRST STREET: Taps Colliers International as Real Estate Broker

FISHER ISLAND: Examiner Can Hire Leshaw Law as Co-Counsel
FLUID ROUTING: Dist. Court Keeps Lower Court Ruling on Almond Suit
FOAMEX INT'L: FXI Dismissed From Wrongful Termination Suit
FR 160: Court Okays Hiring of Montandon Farley as Valuation Expert
FR 160: Can Reject Realty Advisor Pacts & Hire Russ Lyon as Broker

FR 160: Plan Confirmation Denied Due to Surrender Option
FRANK PARSONS: Int'l Paper's Response Deadline Today
FREDERICK'S OF HOLLYWOOD: Delays Form 10-Q for Jan. 26 Quarter
FRIENDSHIP DAIRIES: Court OKs Robbins Salomon Replacing Levenfeld
FRONTIER COMMUNICATIONS: Fitch Affirms 'BB+' Issuer Default Rating

FRONTIERS MEDIA: Gay Magazine Publisher Files Bankruptcy
GAC STORAGE: Judge Rejects Plan, Grants Wells Fargo Stay Relief
GARLOCK SEALING: Granted Limited Access to 2019 Exhibits
GARLOCK SEALING: Duplicates Delaware Victory in Pittsburgh
GENERAL AUTO: Wants to Hire Jackson Group as Appraiser

GENERAL MOTORS: Hedge Funds and Trust Fail in Settlement Talks
GRANT FAMILY FARMS: Pre-Bankruptcy Lender Wins Auction
GREAT BASIN: Van Eck Discloses 7.3% Equity Stake at Feb. 8
GULF COLORADO: Trustee Has Final Approval for Cox Smith as Counsel
H&M OIL: Wants to Employ Chamberlain Hrdlicka as Counsel

H&M OIL: Court Okays Claro Group as Trustee's Financial Advisor
H&M OIL: Counsel Withdraws Motions Following Trustee Appointment
HALLWOOD GROUP: Extends Maturity of HFL Loan to June 2015
HANOVER INSURANCE: Moody's Rates $175MM Debentures 'Ba1(hyb)'
HARPER BRUSH: Denied Plan Confirmation in December

HOSTESS BRANDS: U.S. Bakery Tops Sweetheart, Eddy's Auction
HOSTESS BRANDS: Flower Says Wonder Bread Part of Long Term Plan
HOSTESS BRANDS: Plan Exclusivity Extended to July 11
HOSTESS BRANDS: Snack Cake Business Sale Gets Court Approval
IMAGINE FULFILLMENT: Court Clarifies Ruling in Suit vs DC Media

INDUSTRIAL ENTERPRISES: Ernest Segundo Holds 72% Stake at March 3
INNOVATIVE COMMS: Court Affirms Order Denying Relief From Judgment
ISTAR FINANCIAL: Offering 3.5 Million Preferred Shares
J.C. PENNEY: Bondholders Withdraw Notice of Default
JOURNAL REGISTER: Judge to Rule Later on Sale to Alden

K-V PHARMACEUTICAL: Amended Joint Chapter 11 Plan Filed
KEOWEE FALLS: Court Confirms Chapter 11 Plan
LEHMAN BROTHERS: Judge OKs Lehman Australia CDO Insurance Deal
LIFECARE HOLDINGS: Wants Plan Filing Date Extended to Aug. 31
LITTLEFIELD TEXAS: Fitch Affirms 'BB+' Ratings on Tax Certs.

LIVINGSTON INTERNATIONAL: Moody's Rates New Revolver Debt 'B1'
LIVINGSTON INTERNATIONAL: S&P Rates US$300MM 1st-Lien Loan 'B'
LOCATEPLUS: Dist. Court Tosses Out Appeal Over Asset Sales
LSP ENERGY: Wants Solicitation Period Extended Until April 21
MACROSOLVE INC: Inks Deal to Provide IP Benefit to App Developers

MALESE 18: N.Y. Appeals Court Rules on RM 18 vs. BNY Mellon
MARINA BIOTECH: Further Amends 5,000 Units Prospectus
MBIA INSURANCE: S&P Cuts Rating on 6 Housing Revenue Bonds to CCC
MEDIMEDIA USA: S&P Withdraws 'CCC' Corporate Credit Rating
METRO FUEL: NYCB Wants Case Conversion or Cash Use Prohibited

METRO FUEL: Hearing on Exclusive Period Extension Set for April 2
MF GLOBAL: Unveils Proposed Settlement of Claims Against JPMorgan
MICHAELS STORES: Reports $112 Million Net Income in 4th Quarter
MILESTONE SCIENTIFIC: Incurs $870,000 Net Loss in 2012
MONEY TREE: Trustee and Committee Agree on Liquidating Plan

MORTGAGES LTD: Investors' Suit Stays in Federal District Court
MOUNTAIN PROVINCE: Appoints Investment Professional to Board
NASHVILLE SYMPHONY ORCHESTRA: Seeks to Restructure $100M Debt
NATIONAL HOLDINGS: Mark Klein Holds 20% Stake at Jan. 25
NESBITT PORTLAND: US Bank Files Rival Plan; June 12 Hearing Set

NEW ALBERTSON'S: S&P Assigns 'CCC+' Corporate Credit Rating
NEW ENERGY: Has Court's Nod to Use Cash Collateral Until April 28
OCEAN DRIVE: U.S. Trustee Objects to Adequacy of Plan Disclosures
OFFSHORE GROUP: Moody's Rates Proposed $525MM Term Loan 'B3'
OMEGA NAVIGATION: Disclosure Statement Approved

OMTRON USA: Has Final Okay to Obtain DIP Financing From Parent
OPTIMUMBANK HOLDINGS: Supplements Report of PFO Appointment
ORMET CORP: Unsecured Creditors Say Bidding Favors Wayzata
OVERSEAS SHIPHOLDING: US Trustee Balks At $14M In Bonuses
PATRIOT COAL: Gets Court's OK to Terminate 401(k) Retirement Plan

PATRIOT COAL: Gets Court's OK to Expand EY LLP Employment
PATRIOT COAL: Responds to Union and Funds Objections to AIP/CERP
PAYMENT DATA: Reacquires 5.5 Million shares From 2 Executives
PEREGRINE FINANCIAL: Ruling May Mean Full Payment for Customers
PETER DEHAAN: To Sell Salem Farm & Buy Gasto Farm Under Plan

PETER DEHAAN: Taps Re/Max Advantage as Real Estate Broker
PHOENIX COMPANIES: Moody's Lowers Senior Debt Rating to 'Caa1'
PICCADILLY RESTAURANTS: Wants Plan Filing Extension Until July 8
PINAFORE HOLDINGS: Market Position Cues Moody's to Affirm Ba3 CFR
PITT PENN: UpShot Services Approved as Administrative Agent

PLAZA VILLAGE: Case Summary & 5 Unsecured Creditors
PONCE DE LEON 1403: PRLP 2011 Asks Court to Deny Plan Confirmation
PREMIERWEST BANCORP: Incurs $11.4-Mil. Net Loss in 2012
PREMIER PAVING: Hearing on Plan Disclosures Set for April 3
PROSEP INC: In Negotiations with Bank to Obtain Covenant Waiver

QUALITY DISTRIBUTION: Reports $50.1 Million Net Income in 2012
RADNET MANAGEMENT: S&P Affirms 'B' CCR; Outlook Stable
RANDY BULLOCK: High Court Hears Arguments in Suit v. BankChampaign
RAVENWOOD HEALTHCARE: DIP Loan Maturity Date Extended to March 31
RESPONSE BIOMEDICAL: Reports $700,000 Net Income in 4th Quarter

REVSTONE INDUSTRIES: Reaches Truce with Creditors in CRO Feud
RG STEEL: Wins Court Nod to Sell Assets to Bounty Minerals
ROCHA DAIRY: Amends Plan to Address Secured Creditor Objections
ROCK PARENT: S&P Assigns 'BB-' Rating to New $570MM Debt
ROCKWELL MEDICAL: Plante & Moran Raises Going Concern Doubt

ROTHSTEIN ROSENFELDT: VM South Beach Suit Referred to Bankr. Court
ROTHSTEIN ROSENFELDT: Victims Seek to Oust Chapter 11 Trustee
RTW PROPERTIES: Files First Amended Disclosure Statement
SAAB AUTOMOBILE: Automobiles Up for Auction at KVD Kvarndammen
SAN DIEGO HOSPICE: Seeks to Obtain $5-Mil. Loan from Scripss

SCHOOL SPECIALTY: Files Plan to Pursue Reorganization & Asset Sale
STANFORD INT'L: Receiver Has Deal to Distribute $300MM
STOCKTON, CA: Judge Rejects Creditor Reports on City Finance
STORY BUILDING: Amended Plan Confirmation Set for March 27
SUN BANCORP: Incurs $50.5-Mil. Net Loss in 2012

SUNTECH POWER: China Unit Declares Bankruptcy
SUPERMEDIA INC: Moody's Cuts CFR to Ca After Bankruptcy Filing
TEAMSTERS CENTRAL: Financial Blunders to Cost Taxpayer Billions
THE ZUERCHER TRUST: Court OKs Peter S. Kravitz as Ch 11 Trustee
THE ZUERCHER TRUST: Ch 11 Trustee Taps Ezra Brutzkus as Counsel

THELEN LLP: Trustee Sues Ex-Equity Partner Over Excess Pay
TMT INC: Silgan Denied Stay Relief to Recover Food Cans
TOWNSEND CORP: Court OKs Liquidating Plan, Enters Discharge Order
TRANSGENOMIC INC: Obtains $8 Million Loan From Third Security
TRANSGENOMIC INC: Incurs $2.3 Million Net Loss in 4th Quarter

TRIUS THERAPEUTICS: Files Form 10K, Incurs $53MM Net Loss in 2012
TWIN DEVELOPMENT: Case Summary & 10 Unsecured Creditors
U.S. STEEL: Fitch Assigns 'BB-' Rating on New Convertible Notes
U.S. STEEL: Moody's Rates New $500-Mil. Unsecured Debt 'B1'
U.S. STEEL: S&P Rates Proposed $250 Million Senior Notes 'BB'

UNIVERSITY GENERAL: Reports Dismissal of UHY LLP as Accountants
VELATEL GLOBAL: Issues 10 Million Common Shares to Ironridge
VERENIUM CORP: Expects to Report $57 Million Revenue for 2012
VERMILLION INC: Thomas McLain Named as President and CEO
VILLAGIO PARTNERS: Files Ch. 11 Plan, To Consolidate 2 Units

W.R. GRACE: 2013 Incentive Plan Approval Sought
W25 LLC: Amends Plan & Disclosures on Eve of Hearing
WAGNER SQUARE: Court Confirms Trustee's Amended Liquidating Plan
WARNER SPRINGS: Exclusive Plan Filing Moved to April 15
WAVE HOUSE: Disclosure Statement Hearing Set for May 23

WECHSLER & CO: Disclosures Approved, Plan Hearing Set for May 2
WEST SEATTLE FITNESS: Hearing on Sale of Club Today
WM SIX: Can Continue Using Cash Collateral Until March 31
WYLDFIRE ENERGY: April 22 Plan Confirmation Hearing Set
XTREME IRON: Mitchell Law Firm Withdraws as Debtors' Counsel

XTREME IRON: Court OKs Matthews Stein as Trustee's Special Counsel
XTREME IRON: Trustee Hires Value Restoration as Financial Advisor
YACHT PATH: Files Bankruptcy After Bank Accounts Frozen
YELLOWSTONE MOUNTAIN: Tim Blixseth Denied Leave to Sue Ex-Counsel

* Fitch's Downgrades Down 26% for U.S. Public Finance in 2012
* Fitch Says Underwriting Performance Remains Low
* Fitch Says Varied U.S. Bank Stress Test Results Create Confusion

* Citigroup Settles Case for $730 Million
* Freddie Mac Sues Multiple Banks over Libor Manipulation
* Financial Windfalls for Wall St. Execs Taking Government Jobs
* JPMorgan Chase Is Reining in Payday Lenders
* JPMorgan Bosses Hit by Bank Regulator

* Regulators Shut California Pepsi Bottler's Credit Union
* SecondMarket Shuts Down Bankruptcy Claims Platform

* National Credit Default Rates Down in Feb., S&P/Experian Says
* M&A Survey Predicts Return of Leveraged Buyouts in 2013

* Senate Banking Committee Backs Cordray on Party-Line Vote
* Senate Committee Approves White to Run SEC
* Senate Passes Legislation to Avoid U.S. Government Shutdown
* State Attorneys General Urge Obama to Replace Housing Regulator

* Supreme Court Rejects Goldman Sachs Appeal in MBS Case
* U.S. Files Criminal Charges Against Former CalPERS CEO
* U.S. Senate Banking Panel to Vote on Cordray as Deadlock Looms

* Dilworth Paxson Opens In NY With New Bankruptcy Partner
* Patrick Pilch Joins BDO Consulting as Managing Director
* UpShot Services Offers Electronic Noticing Claims Management
* Williams James Appointed as Superintendent of Bankruptcy

* BOOK REVIEW: Creating Value through Corporate Restructuring:
               Case Studies in Bankruptcies, Buyouts, and
               Breakups

                            *********

1701 COMMERCE: Court Denies Motion to Extend Exclusivity
--------------------------------------------------------
The Bankruptcy Court, after a review of the records of the file of
1701 Commerce LLC and docket, finds that on Oct. 9, 2012, the
Debtor filed a motion to extend or limit exclusivity.  As a
proposed order has not been submitted and no response has been
made to two Clerk's correspondences, indicating that insufficient
action has been taken to obtain the relief being sought, the Court
has denied the motion to extend exclusivity without prejudice to
refiling.

As reported in the TCR on Oct. 22, 2012, 1701 Commerce asked the
Court to extend its exclusive period to propose a Chapter 11 plan
pending a sale of its assets.

After filing a plan on May 20, and amending it Oct. 4, the Debtor
filed a motion to sell substantially all of its hotel properties
and assets to an independent third party pursuant to Section 363
of the Bankruptcy Code.  Pursuant to the asset purchase agreement,
the buyer has 60 days in which to conduct due diligence on the
Debtor's assets, and an additional 30 days to close on the
purchase of the Debtor's assets.

The Debtor thus seeks a 90-day plan exclusivity extension from
Nov. 24, 2012, or from termination of the sale contract, whichever
occurs first, to prevent the waste of time, money and resources of
the Debtor's bankruptcy estate that would be occasioned by
simultaneously pursuing the sale motion and confirmation of the
plan.

As reported in the TCR on Oct. 12, 2012, creditors Presidio Hotel
Fort Worth, LP, PHM Services, Inc., Edward Delorme, and Sushil
Patel, asked that the Court determine that the Debtor's
exclusivity has terminated; or in the alternative, enter an order
terminating exclusivity.

According to the Presidio Creditors, they are prepared to file a
plan which will pay all creditors in full and which will leave
millions of dollars for equity.  The plan would sell the hotel for
$49 million and leave the cash with the estate, as well as the TOT
Proceeds, thereby resulting in consideration to all creditors and
equity holders of $51 million (or more).  Each class of creditors
and interest holders would be unimpaired.

The Debtor, in response to the Presidio Creditors' motion, stated
the order clearly and unambiguously extends the Debtor's
exclusivity until Nov. 24, 2012.  Additionally, according to the
Debtor, the terms of the Presidio Plan offers no benefit to the
Debtor's bankruptcy estate as it seeks to sell the property to
Presidio for $49 million -- $6 million less than an offer the
Debtor has received from an unrelated third-party.

As reported in the Troubled Company Reporter on Oct. 1, 2012, the
new owner of the bankrupt Sheraton Fort Worth Hotel & Spa in Fort
Worth, Texas, is flipping the property for $55 million.  The price
is enough to pay creditors in full with money left over for the
new owner, according to a court filing.  According to the
Bloomberg report, the buyer is PHC Management LLC, an affiliate of
Prism Hotels & Resorts.

                        About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce was previously named Presidio Ft. Worth Hotel LLC,
but changed its name to 1701 Commerce, prior to the bankruptcy
filing date to reduce and minimize any potential
confusion relating to an entity named Presidio Fort Worth Hotel
LP, an unrelated and unaffiliated partnership that was the former
owner of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The
Debtor disclosed $71,842,322 in assets and $44,936,697 in
liabilities.

The Plan co-proposed by the Debtor and Vestin Realty Mortgage I,
Inc., Vestin Realty Mortgage II, Inc., and Vestin Fund III, LLC,
provides that, among other things, Convenience Class of Unsecured
Claims of $5,000 will be paid 100% in cash without interest within
30 days after Effective Date, and Unsecured Claims in Excess of
$5,000 will be paid 100% with interest at 5% through 20 quarterly
payments.


ADAMS PRODUCE: Disclosures Okayed; Plan Hearing on April 15
-----------------------------------------------------------
Judge Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama, Southern Division, approved the
first amended disclosure statement explaining Adams Produce
Company, LLC, and Adams Clinton Business Park, LLC's Plan of
Liquidation and scheduled a hearing on the confirmation of the
Plan on April 15, 2013, at 9:30 a.m.

Objections to the Plan confirmation are due April 8.  Acceptances
or rejections of the Plan must also be filed on that date in order
to be counted as valid.

The Debtors has twice amended their Plan and Disclosure Statement
to address objections.  Specifically, their First Amended Plan,
dated Feb. 25, was filed to address the objections raised by the
Bankruptcy Administrator for the Northern District of Alabama to
the adequacy of the Disclosure Statement explaining the former
version of the Plan.

The Bankruptcy Administrator objected that the Disclosure
Statement did not include Exhibits "E" and "F," (the D&O
Settlement and the Liquidating Trust Agreement, respectively) and
did not state whether interest will be paid on priority tax
claims.  In the modified Plan, the Debtors attached Exhibits E and
F and clarified that Priority Tax Claims, totaling $150,000, will
be paid in full, including any applicable interest, in cash from
available funds.

Their Second Amended Plan, dated March 7, included an exhibit on
employee recovery calculation.  Priority Employee Claims total
approximately $1,096,235.  Each non-Insider Employee Holder of an
Allowed Priority Employee Claim will be paid their Pro Rata share
of $850,000 in Cash from the Available Funds, after deductions of
(1) reasonable attorneys' fees and costs awarded to Counsel to the
Ad Hoc Committee of Non-Insider Employees, and (2) taxes and
expenses associated with the distribution of the amounts as wages.
Additionally, each non-Insider Employee Holder of an Allowed
Priority Employee Claim will be paid their Pro Rata share of the
$450,000 payment received by the Debtors' pursuant to the pleas
agreement with the Debtors' former chief executive officer.

A full-text copy of the First Amended Disclosure Statement is
available for free at http://bankrupt.com/misc/ADAMSds0225.pdf

A full-text copy of the Second Amended Disclosure Statement is
available for free at http://bankrupt.com/misc/ADAMSds0307.pdf

                        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.


AEOLUS PHARMACEUTICALS: Xmark Discloses 72% Stake at Feb. 19
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Xmark Opportunity Partners, LLC, disclosed
that, as of Feb. 19, 2013, it beneficially owns 97,104,694 shares
of common stock of Aeolus Pharmaceuticals, Inc., representing
72.2% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/KBSmTb

                   About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Grant Thornton LLP, in San Diego, Calif., expressed substantial
dobut about Aeolus Pharmaceuticals' ability continue as a going
concern following the annual report for the fiscal year ended
Sept. 30, 2012.  The independent auditors noted that the Company
has incurred recurring losses and negative cash flows from
operations, and management believes the Company does not currently
possess sufficient working capital to fund its operations through
fiscal 2013.

The Company reported net income of $1.7 million (including a non-
cash gain for decreases in valuation of warrants of approximately
$4.1 million) on $7.3 million of contract revenue in fiscal 2012,
compared with net income of $299,000 (including a non-cash gain
for decreases in valuation of warrants of $3.9 million) on
$4.8 million of contract revenue in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.3 million
in total assets, $21.6 million in total liabilities, and a
stockholders' deficiency of $20.3 million.


AFFYMAX INC: Sale or Bankruptcy Filing Among Options
----------------------------------------------------
Reuters reported that drug maker Affymax Inc (AFFY.O) said it may
consider selling itself or filing for bankruptcy among a range of
strategic alternatives as it struggles with the recent recall of
its sole commercial product, the anemia drug Omontys.

The Reuters report related that shares of the company slumped over
50 percent to $1.34 in extended trade on March 18 after being
halted earlier.

Reuters added that Affymax also fired its chief commercial officer
and slashed about 230 jobs, or about 75 percent of its workforce,
as part of a plan to cut costs.

The company, according to Reuters, said on February 23 that it
would recall Omontys, citing serious adverse events, including
death, in patients taking the drug. The shares fell 85 percent on
the news.  Affymax also said it was shifting most of the
activities related to the investigation of the recall to its
partner Takeda Pharmaceutical Co Ltd as it could not estimate if
it had enough financial resources to complete the probe, according
to Reuters.

"If the company and Takeda are unable to rapidly identify and
rectify the causes of the safety concerns to the satisfaction of
the FDA, which is highly uncertain, Omontys may be permanently
withdrawn from the market," the company said, Reuters cited.

Reuters related that Affymax reported cash balance of about $67
million as of February end. It had liabilities that included
potential contract manufacturing organization commitments of up to
an estimated $33 million and outstanding debt obligations of up to
about $11 million under its existing credit facility.  It also
expects to incur between $8 million and $10 million in costs
related to the job cuts.

Shares of the company closed at $2.92 on the Nasadaq on March 18,
Reuters said.

                       About Affymax, Inc.

Affymax, Inc. -- http://www.affymax.com-- is a biopharmaceutical
company based in Palo Alto, California.  Affymax's mission is to
discover, develop and deliver innovative therapies that improve
the lives of patients with kidney disease and other serious and
often life-threatening illnesses.


AHERN RENTALS: Now Hiring Bank America, Merrill as Exit Lenders
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that so Ahern Rentals Inc. can prevent second-lien lenders
from taking over, the closely owned equipment-rental company needs
a $350 million loan to pay off secured debt upon emerging from the
bankruptcy reorganization begun in December 2011 in Reno, Nevada.

The report recounts that earlier this month, Ahern said it
intended for Barclays Bank Plc and Jefferies Finance LLC to
arrange the required financing.  In papers filed this week, the
company changed horses in midstream and says it now wants Bank of
America NA and Merrill Lynch Pierce Fenner & Smith Inc. to be the
lead arranger and bookrunner for the so-called exit financing.

The banks, the report discloses, won't begin work on financing
unless they're paid their expenses and reimbursed for legal fees.
Ahern is arranging an expedited hearing to approve payment of the
lenders' costs.  The junior lenders aren't sitting idly by while
Ahern works on confirming a reorganization plan.  In December the
bankruptcy judge 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 complete with Ahern's reorganization proposal.

Last week the judge approved disclosure materials explaining both
plans.  Ahern and the lenders both propose paying unsecured claims
in full.  The lenders' plan fully pays unsecured creditors when
the plan is implemented.  The company plan pays them over a year,
thus giving unsecured creditors the right to vote only on the
company plan.  The official creditors' committee isn't taking a
position about which plan is best.

Should the bankruptcy judge conclude that both plans pass muster,
bankruptcy law forces him to pick one for confirmation.  Ahern's
plan offers the junior lenders $160 million cash and new debt if
they accept the plan.  If they don't, they're slated to receive
all new debt, for eventual full payment.  The lenders' plan pays
all creditors in full other than the $267.7 million in second-lien
debt that converts to equity.

The $236.7 million in principal amount of 9.25% second-lien notes
last traded on March 19 for 82 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The notes 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.


ALABAMA AIRCRAFT: Boeing Ducks Part of $1.1B Air Force Bid Suit
---------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that an Alabama
federal judge on Wednesday significantly slashed a lawsuit brought
by bankrupt Alabama Aircraft Industries Inc.'s trustee against
Boeing Co. over a $1.1 billion U.S. Air Force contract, throwing
out claims of misappropriation and fraud, among others.

The report related that AAI accused the aerospace giant of
reneging on a 2005 agreement to bid jointly on a contract to
maintain the Air Force's KC-135 tanker fleet, work the two
companies had performed together between 2000 and 2004. Boeing
canceled that agreement in 2006 and ultimately won the Air Force
bid, the report said.

                      About Alabama Aircraft

Birmingham, Alabama-based Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provided aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, as well as its corporate
office, is located at the Birmingham International Airport.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed: Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations.  The Company owed $68.5 million the Pension
Benefit Guaranty Corp. prepetition.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, served as counsel to
the Debtors.  Alabama Aircraft estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.

The Debtor won Court authority at the end of August 2011 to sell
its assets to a unit of Kaiser Group Holdings Inc. for $500,000
and up to $30 million in recoveries from potential litigation.

The Chapter 11 case was later converted to liquidation under
Chapter 7.


AMERICAN AIRLINES: Weil Gets $11B AMR Merger Off The Ground
-----------------------------------------------------------
Jake Simpson of BankruptcyLaw360 reported that helping one of the
largest U.S. airlines go from hemorrhaging money and being trapped
in bankruptcy to the cusp of an $11 billion merger that would
create the world's largest carrier required an interdisciplinary
legal effort that has taken nearly 18 months, and Weil Gotshal &
Manges LLP has been up to the task.

The report noted that Weil was tapped to represent American
Airlines Inc. parent AMR Corp. and its U.S. subsidiaries in a
sprawling Chapter 11 bankruptcy case in New York. AMR spiraled
into bankruptcy in late November 2011, the report further noted.

                      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 APPAREL: $200MM Notes Offer Gets Moody's 'Caa1' Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 Corporate Family Rating
to American Apparel, Inc., and a Caa1 rating to the company's
proposed $200 million senior secured notes. Moody's also assigned
a Speculative Grade Liquidity rating of SGL-3. The rating outlook
is stable.

Proceeds from the proposed note offering, drawings under a
proposed (unrated) $35 million asset based credit facility, and
balance sheet cash, are intended to be used to refinance American
Apparel's existing debt. The ratings are subject to the receipt
and review of final documentation.

The following ratings were assigned:

American Apparel, Inc.:

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1-PD

$200 million senior secured notes due 2020 at Caa1/LGD3-45%

Speculative Grade Liquidity Rating ("SGL") of SGL-3

Ratings Rationale

American Apparel's Caa1 Corporate Family Rating reflects its high
leverage and modest interest coverage. Pro forma for the proposed
refinancing, Moody's expects debt to EBITDA of 8.1 times and EBITA
to interest expense of 0.5 times (based on December 2012
earnings). The rating also considers the key man risk on the
company's founder and CEO, who is the principal driver of the
American Apparel brand, its designs, and the overall direction of
the company. The ratings also take into consideration the
company's concentration risk on its key manufacturing facility,
geographically concentrated in Southern California region. The
company has limited scale, with around $600 million of revenue and
it focuses on a narrow, fashion sensitive demographic. The
company's multi-channel revenue stream, which includes a
meaningful contribution from its wholesale operations, as well a
successful and profitable international store base are positive
factors contributing to the rating.

The stable outlook acknowledges American Apparel's recent positive
trends in operating performance, and reflects Moody's view that
credit measures are likely to improve, albeit gradually, if the
company can maintain positive same store sales trends, as even
minimal revenue gains should create favorable operating leverage.
However, given the company's high interest burden and inability to
reduce leverage through debt repayment, Moody's expects credit
measures to remain weak.

Moody's assigned a Speculative Grade Liquidity rating of SGL-3 to
American Apparel, indicating adequate liquidity. Moody's expects
American Apparel to generate breakeven to slightly positive free
cash flow from operations over the next 12-15 months. The
company's liquidity position has benefited from leaner inventory
management, which has driven a positive working capital
contribution over the past year; a trend Moody's expects will
continue given recent operating efficiency initiatives. However,
the company's high interest burden and capital investments will
likely continue to consume the majority of operating cash flow.
American Apparel is also expected to enter into a new $35 million
ABL revolver, which should provide the company a sufficient short-
term liquidity bridge during peak working capital buildup periods
(typically the first half of the year). The facility is expected
to contain standard financial maintenance covenants that will be
tested quarterly.

Ratings could be upgraded if the company was able to demonstrate a
continued and sustained recovery in sales and operating margins
while also showing a good liquidity profile. Quantitatively,
ratings could be upgraded if Debt to EBITDA was sustained below 6
times range and EBITA/interest was sustained above 1.25 times.

Ratings could be downgraded if recent positive trends in American
Apparel's revenues or earnings began to reverse, or if there were
pressure on the company's liquidity profile.

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.

Headquartered in Los Angeles, California, American Apparel Inc. is
a retailer and wholesaler of high quality fashion basics. The
company operated 251 retail stores throughout the U.S., Canada,
and internationally, with annualized revenue of $617 million as of
December 31, 2012.


AMERICAN APPAREL: S&P Assigns 'B-' Corp. Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' corporate
credit rating to Los Angeles-based American Apparel Inc.  The
outlook is stable.

At the same time, S&P assigned a 'B-' issue rating to the proposed
$200 million senior secured notes due 2020.  The recovery rating
on the notes is '4', which indicates S&P's expectation of average
recovery (30% to 50%) in the event of a payment default.  The
corporate credit and issue ratings are subject to review of final
documentation upon completion of the refinancing.  S&P estimates
the company will have about $209 million in reported debt
outstanding following the transaction.

"We expect credit protection measures to improve modestly but
remain weak for the next one to two years," said Standard & Poor's
credit analyst Linda Phelps.  "We estimate pro forma debt-to-
EBITDA leverage for 2012 to be high at about 8x, before declining
to the high-6x area for fiscal 2013.  Also, we estimate the ratio
of funds from operations to total debt in the low- to mid-double-
digit area for 2013 and EBITDA interest coverage will remain thin
in the low- to mid-1x area 2013."

Standard & Poor's rating assessment incorporates its view that
American Apparel will continue to be a relatively small niche
player with sales of about $600 million.  The company's products
are narrowly focused in men's and women's basic apparel and
accessories, targeting 18-to-35-year-olds.  Additionally, the
company relies on a single brand name (American Apparel).  The
company benefits from its unique position as a vertically
integrated U.S. manufacturer and retailer, providing it with
greater production flexibility and the marketing tag line "Made in
USA".  American Apparel has some geographic diversification,
generating over 35% of sales internationally, and diversification
by distribution channel as its products are sold across wholesale,
retail, and online channels.

S&P could lower the ratings if EBITDA interest coverage levels
weaken and approach the low-1x area, or if covenant cushion
tightens below 10% and liquidity becomes less than adequate.

Though unlikely in the next one to two years, S&P could raise the
ratings if American Apparel is able to improve its credit
protection measures and sustain debt-to-EBITDA leverage below 5x.


AMERICAN APPAREL: Comparable Sales for February 2013 Increased 6%
-----------------------------------------------------------------
American Apparel, Inc., announced preliminary sales for the month
ended Feb. 28, 2013, and reported that comparable sales increased
6%, including a 3% increase in comparable store sales for its
retail store channel and a 28% increase in net sales for its
online channel.  Wholesale net sales decreased 2% for the month of
February primarily due to one less wholesale shipping day in 2013
(February 2012 had 29 days).  If adjusted to eliminate the effect
of the extra shipping day in 2012, the Company estimates wholesale
net sales would have shown an increase of approximately 4%.  On a
preliminary basis, total net sales for February 2013 were $42.1
million.

"February represents our 21st consecutive month of positive
comparable store growth," said Dov Charney, chairman and chief
executive of American Apparel, Inc.  "This solid performance is
consistent with our business plan as reflected in our guidance
issued earlier this week indicating net sales between $652 million
and $660 million and Adjusted EBITDA between $47 million and $54
million for 2013."

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $328.21 million in total
assets, $306.12 million in total liabilities and $22.08 million in
total stockholders' equity.


AMERICAN PETROLEUM: S&P Assigns 'BB-' Rating to $270MM Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to New York-based American Petroleum
Tankers Parent LLC (APT).  The outlook is stable.

At the same time, S&P assigned a 'BB-' issue rating to the
proposed $270 million term loan B, two notches above the corporate
credit rating, as well as a '1' recovery rating, indicating
expectations of a very high (90%-100%) recovery in a payment
default scenario.

"Pro forma for the proposed recapitalization, APT will achieve a
significantly improved financial profile, with lower debt leverage
and reduced cash interest payments," said Standard & Poor's credit
analyst Funmi Afonja.

The recapitalization converts about $455 million of paid-in-kind
(PIK) debt, about 64% of reported debt as of Sept. 30, 2012, into
common equity.  At the same time, the company is refinancing its
$285 million senior secured notes priced at 10.25% with a new
senior secured credit facility that consists of a $270 million
term loan and a $10 million revolving credit facility (not rated).
S&P expects the senior secured credit facility to be priced at a
significantly lower rate, relative to existing debt, which should
result in sharply lower cash interest payments.

The stable outlook reflects S&P's expectation that APT will
maintain its time charter coverage and continue to generate
relatively stable revenues and earnings, resulting in a stable,
albeit highly leveraged, financial profile.  S&P could lower the
ratings if the company enters into a materially larger-than-
expected debt financed acquisition, loses a customer, or renews
contracts at substantially lower rates, resulting in a material
loss of earnings such that debt to EBITDA is greater than 6.5x on
a consistent basis or causing S&P to revise its liquidity
assessment to less than adequate or weak.  Although less likely,
S&P could raise the ratings if a substantial debt paydown or
significantly higher-than-expected earnings cause debt to EBITDA
to decline to 3.5x on a sustained basis.


AMERICAN RAILCAR: S&P Revises Ratings Outlook to Positive
---------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on American Railcar Industries Inc. to positive from
stable.  S&P affirmed the 'B+' corporate credit rating.

"The outlook revision reflects the potential for an upgrade over
the next 12 months if the company continues to successfully
implement its leasing strategy; if railcar demand and pricing
prospects do not meaningfully deteriorate; and if financial
policies, strategic decisions, and actual and prospective credit
metrics continue to support a higher rating," said Standard
& Poor's credit analyst Gregoire Buet.

The ratings on St. Charles, Mo.-based ARI reflect the company's
"weak" business risk profile and "aggressive" financial risk
profile.  Operating performance has been strong in the recent rail
manufacturing upcycle, with record manufacturing margins in 2012.
Combined with some debt reduction, the company's leverage has
fallen to about 2x debt to EBITDA and funds from operations (FFO)
exceeds 40%.  Free cash flow generation is negative, however, and
will likely remain so in 2013 and 2014 primarily because of high
capital expenditures related to the expansion of the lease fleet.
Assuming the annual addition of about 2,000 units to the fleet,
related capital spending could exceed $150 million in 2013, and
S&P would expect the company to use external financing to meet
these requirements, complementing cash flow from operations.  In
December 2012, a subsidiary of the company raised a $200 million
delay draw term loan secured by railcar assets.

"We consider the company's business risk profile as weak, stemming
from its participation in the highly cyclical and competitive
railcar manufacturing industry, its limited product and customer
diversity, and its volatile profitability.  ARI holds and
estimated 10%-15% market share of the U.S. freightcar
manufacturing industry, with good positions in the covered hopper
and tank car segments where it competes with Trinity Industries
Inc., Union Tank Car Co., and The Greenbrier Cos. Inc.  The
company also manufactures railcar components and provides repair,
refurbishment, and fleet management services.  ARI also continues
to invest in the expansion of its leasing business, which should
start to meaningfully contribute to revenues and profit this
year," S&P said.

The outlook is positive.  S&P would base an upgrade on sustained
new orders, the backlog and industry outlook, the successful
execution of ARI's ongoing business diversification strategy that
reduces reliance on the highly cyclical U.S. freight-car
manufacturing market and improves the operating performance
and cash generation, and financial policies consistent with a
higher rating.  S&P expects revenues and profits to fluctuate with
industry conditions.

S&P could revise the outlook to stable if industry orders fall by
more than 20% below their long-term average or if ARI's share of
new railcar orders declines, as this would likely cause credit
measures to weaken back toward 4x-5x debt to EBITDA.  S&P could
also revise the outlook to stable if debt-funded initiatives, such
as another attempt at consolidating the industry, result in a
significant increase in leverage that more than offsets the
potential benefits of such transaction on the company's business
risk profile.


AMPAL-AMERICAN: Brown Rudnick Stymied in Contempt Bid for Execs
---------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Ampal-American
Israel Corp. creditors on Tuesday were ordered to provide a New
York bankruptcy judge more briefing to support a deal that would
resolve creditors' counsel Brown Rudnick LLP's bid to find Ampal
directors in contempt and appoint new directors.

The report related that U.S. Bankruptcy Judge Stuart M. Bernstein
declined to approve the deal between the creditors and outgoing
directors at a hearing Tuesday, which would appoint both a
restructuring officer to the energy company's bankruptcy
proceedings and two new directors to Ampal's board.

                        About Ampal-American

Ampal-American Israel Corporation -- http://www.ampal.com/--
acquired interests primarily in businesses located in Israel or
that are Israel-related.  Ampal-American filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to
restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Ampal-American sought bankruptcy protection in the U.S.
because bankruptcy laws in Israel would lead to the Company's
liquidation.

Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's
counsel.  Houlihan Lokey serves as investment banker.

The petition was signed by Irit Eluz, chief financial officer,
senior vice president.  The Company scheduled $290,664,095 in
total assets and $349,413,858 in total liabilities.

A three-member official committee of unsecured creditors is
represented by Brown Rudnick as counsel.


APRIA HEALTHCARE: S&P Assigns 'BB' Rating to $750MM Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
rating on Apria Healthcare Group Inc. (Apria).

"The outlook remains negative, reflecting our doubts about Apria's
ability to meet our expectation for cash flow over the next three
quarters," said Standard & Poor's credit analyst Tahira Wright.

S&P also assigned a 'BB' rating (two notches above the corporate
credit rating) to Apria's new $750 million term loan B.  The
recovery rating is '1', indicating S&P's expectation for very high
(90%-100%) recovery in the event of payment default.  S&P lowered
the issue-level rating on the A-2 notes to 'B-' (two notches lower
than the corporate credit rating) from 'B' and revised the
recovery rating to '6' from '5'.  A recovery rating of '6'
indicates S&P's expectation for negligible (10% to 30%) recovery
in the event of payment default.

S&P assess Apria's financial risk profile as "aggressive,"
reflecting S&P's expectation that adjusted leverage will remain
between 4.0x and 5.0x over the near term.  The financial risk
profile also takes into account the company's current trend of
operating at a cash flow deficit.  S&P expects its free operating
cash flow to turn positive by 2013.  The "weak" business risk
profile considers Apria's exposure to third-party reimbursement,
its operation in a highly fragmented industry, and its ongoing
challenges with managing the on-shoring of its billing and
customer service functions.  The company's leading position in
providing specialized home health care services and equipment
bolsters its business profile. Apria operates in the highly
fragmented, $65 billion home health care market, specializing in
respiratory therapy, infusion therapy, and home medical equipment.

S&P's negative rating outlook on Apria reflects its lower
confidence that Apria will meet our cash flow expectations in 2013
over the next three quarters.  While S&P's base-case assumption
calls for about $20 million of free cash flow, the company has
encountered numerous disruptions to its operations over the last
two years, causing cash flow deficits.

A rating downgrade could result if S&P believes the company is on
a trajectory that jeopardizes its expectation for positive free
operating cash flow in 2013.  The primary driver of better cash
flow is Apria's ability to reduce costs that include capital
expenditures and lower revenue adjustments and bad debt expense.

When the company has established a track record of improving these
expenses, increasing S&P's confidence that cash flow will be
positive in 2013, it will revise the outlook to stable.


ARCAPITA BANK: April 30 Hearing on Motion to Fund EuroLog Expenses
------------------------------------------------------------------
The hearing on Arcapita Bank B.S.C.(c), and its affiliated
Debtors' motion for Order confirming the Debtors authority to fund
non-Debtor Eurolog Affiliates will take place on April 30, 2013,
at 11:00 a.m.

The Debtors' motion seeks to provide approximately $10.2 million
in funding to certain non-Debtor affiliates.  Specifically, the
Debtor request the Court to confirm their authority to lend
certain amount to their non=Debtor EuroLog Affiliates in
accordance with Section 363(c) of the Bankruptcy Code.  The
Company said that as an investment bank, funding investments in
protfolio companies fits squarely within the Debtors' ordinary
course of business, and that even if the Court disagrees, there is
ample support to loan the funds needed to pay the IPO Fees
pursuant to Section 363(b) of the Bankruptcy Code because doing so
constitutes a sound exercise of business judgment.

The EuroLog Affiliates own and operate a variety of warehousing
assets located throughout Europe, which assets consist of (1)
46 warehouse properties with a gross leasable area of approx.
15 million square feet that are located in seven countries across
Europe; (2) six undeveloped real estate parcels located in
four countries that are suitable for development of approximately
6.6 million square feet of additional leasable area; and (3) a
group of real estate asset management companies with nearly 70
employees in eight offices.

According to papers filed with the Court, even though the EuroLog
IPO was not completed after launch, each of the IPO Professionals
provided valuable services that inured to the benefit of the
Debtors' estates.  Arcapita says that without their efforts, the
EuroLog Affiliates would not have been able to file the Intention
to Float and would not have even had the opportunity to launch the
EuroLog IPO.  The fact that the EuroLog IPO was not completed does
not in any way detract from the quality and importance of the
services rendered, Arcapita said.


                        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.


ARCAPITA BANK: Disclosure Statement Hearing Adjourned to April 10
-----------------------------------------------------------------
The hearing to consider Arcapita Bank B.S.C.(c), and its
affiliated Debtors' motion for an order to approve the disclosure
statement filed in the Debtors' cases and the Debtors' motion to
further extend their exclusive solicitation period to July 7,
2013, previously scheduled for March 26, 2013, at 10:00 a.m.. has
been adjourned until April 10, 2013, at 11:00 a.m.

                        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.

On Feb. 8, 2013, the Debtors filed with the Bankruptcy Court a
disclosure statement in support of their Joint Plan of
Reorganization, dated Feb. 8, 2013.  The Plan contemplates, among
others, the entry of the Debtors into a $185 million Murabaha exit
facility that will allow the Debtors to wind down their businesses
and assets for the benefit of all creditors and stakeholders.


BERLIN PACKAGING: Moody's Rates New $425MM First Lien Debt 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned first-time public B2 Corporate
Family Rating and B2-PD Probability of Default ratings to
packaging distributor Berlin Packaging LLC.

Moody's also assigned a B1 rating to the new $425 million senior
secured first lien credit facilities and a Caa1 rating to the $175
million senior secured second lien term loan.

The proceeds of the new credit facilities will be used to
refinance existing debt and pay a distribution to shareholders.
Berlin has been a portfolio company of Investcorp since 2007. The
ratings outlook is stable.

Moody's took the following rating actions for Berlin Packaging
LLC:

  Assigned Corporate Family Rating, B2

  Assigned Probability of Default Rating, B2-PD

  Assigned $40 million senior secured first lien five-year
  revolving credit facility, B1 (LGD 3-36%)

  Assigned $385 million senior secured first lien six-year term
  loan, B1 (LGD 3-36%)

  Assigned $175 million senior secured second lien seven-year
  term loan, Caa1 (LGD 5-87%)

Ratings Rationale

The B2 Corporate Family Rating reflects high leverage pro forma
for the recapitalization transaction and expectations of
subsequent deleveraging from solid free cash flow generation. Pro
forma for the recapitalization transaction, Berlin's debt to
EBITDA (including Moody's standard adjustments) is expected to
increase to over 6.5 times for the twelve months ended December
31, 2012. Pro forma EBIT/Interest coverage is expected to decline
but remain above 1 time and free cash flow to debt will also
decline but remain in the low single digits.

The company is a strong generator of free cash flow due to limited
required capital expenditures and moderate working capital
requirements. The rating reflects expectations of continuing
strong free cash flow even after increased interest expense pro
forma for the transaction as well as increasing member
distributions for taxes due to expiration of tax shields in 2013.
The rating also anticipates that the majority of free cash flow
will be dedicated to debt reduction.

The rating also reflects improved competitive position and
operating performance following recent acquisitions. Berlin
benefits from a large exposure to more stable end markets, such as
food and beverage and pharmaceuticals.

The rating is constrained by the company's small size and
fragmented market. The rating is also constrained by Berlin's
largely commoditized product line and substantial portion of
business not under contract. While a significant part of business
is under contract, contracts are cancelable and don't include a
formula-based pass-through of raw material cost increases but
allow for pass through of price increases from suppliers with
sufficient notice. The rating is also constrained by the company's
acquisitiveness and financial aggressiveness.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Based in Chicago, Illinois, Berlin Packaging LLC distributes rigid
packaging for food and beverage, household and personal care and
healthcare markets. Berlin also provides design, consulting and
financing services. For the twelve months ended December 31, 2012,
Berlin sales totaled approximately $657 million.


BERLIN PACKAGING: S&P Assigns 'B' CCR & Rates $40MM Facility 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Berlin Packaging LLC.  The outlook is
stable.

At the same time, S&P assigned a 'B+' issue-level rating and a '2'
recovery rating to Berlin's proposed $40 million revolving credit
facility due 2018 and $385 million first-lien term loan B due
2019.  The recovery rating indicates S&P's expectation of
substantial recovery (70% to 90%) in the event of a payment
default.  The ratings are based on the preliminary terms and
conditions of the facilities.

S&P also assigned a 'CCC+' issue-level rating and a '6' recovery
rating to Berlin's proposed $175 million second-lien term loan due
2020.  The recovery rating indicates S&P's expectation of
negligible recovery (0% to 10%) in the event of a payment default.
The ratings are based on the preliminary terms and conditions of
the facilities.

"The company plans to use proceeds from the proposed $385 million
first-lien term loan B facility and the $175 million second-lien
term loan as well as about $27 million in cash to fund a
$380 million dividend to its shareholders, repay existing debt,
and pay transaction fees and expenses," said Standard & Poor's
credit analyst Henry Fukuchi.

After the completion of the transaction, S&P expects total
leverage will be about 6.9x and funds from operations (FFO) to
total adjusted debt will be about 8%.

Standard & Poor's ratings on Chicago-based Berlin reflect the
company's "weak" business risk profile and "highly leveraged"
financial risk profile.  The business risk profile largely
reflects the company's narrow business focus as a distributor of
mainly rigid plastic containers in the U.S.

The outlook is stable.  Although S&P expects Berlin to remain
highly leveraged, the ratings are supported by the company's
defensible position as a the leading distribution company in its
sector, as well as a track record of annual free cash flow
generation that should underpin liquidity over the business cycle.
S&P expects the company to integrate any small acquisitions
smoothly.

Despite S&P's expectation of gradually improving operating trends,
it believes that Berlin's credit metrics could deteriorate if
debt-funded acquisitions or another dividend weaken its financial
profile.  S&P could lower the ratings if such a transaction is
material enough or if deterioration in operating conditions, such
as less-favorable working capital management or cash flow
generation, causes the company's results to be lower than S&P's
expectations.

Based on the downside scenario S&P is forecasting, it could lower
the ratings if operating margins weaken more than 2% or if volumes
decline 15% or more from current levels.  In S&P's downside
scenario, total adjusted debt to EBITDA would deteriorate to over
8x and FFO to total adjusted debt would decrease to about 5%.  S&P
could also lower the ratings if unexpected cash outlays or
business challenges reduce the company's liquidity position, or if
covenant cushions tighten to less than 10%.

Although S&P do not expect to do so given the company's very
aggressive financial policy, S&P could raise the ratings slightly
over the intermediate term if the company's profitability
continues to improve while its liquidity remains healthy.  S&P
would expect FFO to total adjusted debt of about 20% through a
business cycle and would also require that financial policies
appear supportive of a higher rating.


BERNARD L. MADOFF: Picard Defeated in Bid to Stop Fairfield Suit
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. was handed a stinging defeat March 20 in his
attempt at halting a lawsuit that might deplete assets of
defendants accused of receiving money stolen from Madoff
customers.

According to the report, the March 20 decision by U.S. District
Judge Victor Marrero in New York allows completion of a settlement
made public in November where Walter Noel and other individuals
associated with Fairfield Greenwich Group agreed to pay more than
$50 million to investors in the funds they managed.  The Fairfield
Greenwich funds were among the largest investors in Madoff's
scheme.

The report notes that the March 20 Fairfield Greenwich opinion
doesn't bode well for Madoff trustee Irving Picard in his attempt
at stopping New York Attorney General Eric Schneiderman from
completing a $410 million settlement with another feeder fund
manager.  Likewise, the ruling presents problems for Mr. Picard in
trying to stop Madoff-related lawsuits by the California Attorney
General.

Mr. Picard wanted to stop the settlement because it would aid only
some of those Madoff defrauded.  Mr. Picard said that his
recoveries would go to all Madoff customers.

Judge Marrero, the report relates, disagreed with Mr. Picard on
virtually every argument.  He said the Fairfield Greenwich
plaintiffs aren't Madoff creditors and are brining entirely
different claims they alone are entitled to assert.  He said their
claims aren't even "remotely similar" to the fraudulent transfer
claims Mr. Picard is asserting against the same defendants.

The Fairfield Greenwich plaintiffs are entitled to a lawsuit of
their own, Marrero said, because Mr. Picard doesn't have the right
to bring claims that uniquely belong to the funds' investors.  The
judge rejected Mr. Picard's argument that the suit violated the
so-called automatic stay in bankruptcy.  There is no Madoff
property involved until Mr. Picard makes a recovery, Judge Marrero
said, so there can't be an improper interference with estate
property.  If the plaintiffs were barred from suing, Judge Marrero
said it would "effectively deprive them" of any right to sue
anywhere "and permanently subordinate their interest to those of
direct investors" in the Madoff fraud.

Judge Marrero, the report relates, ended his opinion by saying
Mr. Picard had waited nearly four years before trying to stop the
suit.  He said it was a "textbook example of unreasonable delay
and therefore would be independently barred as untimely under the
equitable doctrine of laches."

The Fairfield Greenwich insiders and their investors previously
prevailed on Judge Marrero to take the suit away from bankruptcy
court.

Mr. Picard unsuccessfully relied on an opinion handed down in
February by the U.S. Court of Appeals in Manhattan halting a
lawsuit by Madoff customer Senator Frank Lautenberg, a New Jersey
Democrat.  Mr. Picard also has a suit under mediation in
bankruptcy court where he attempting to stop a lawsuit by the
California Attorney General.  On March 25, Mr. Picard will appear
before another New York district judge trying to stop a
$410 million settlement that Mr. Schneiderman hashed out with J.
Ezra Merkin, another Madoff feeder fund manager.

Feeder funds brought in money from their own investors and in turn
invested the money with Madoff.

In district court the unsuccessful lawsuit to enjoin settlement is
Picard v. Fairfield Greenwich Ltd., 12-cv-09408, U.S. District
Court, Southern District New York (Manhattan).  The lawsuit to
enjoin the settlement in bankruptcy court was Picard v. Fairfield
Greenwich Ltd., 12-bk-02047, U.S. Bankruptcy 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.).


BERNARD L. MADOFF: Costs BNY Unit $219M as Attys Wait on Pay
------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
federal judge on Friday signed off on a $219 million settlement
resolving several lawsuits surrounding a Bank of New York Mellon
Corp. unit's role in the Bernard Madoff Ponzi scheme, but put off
ruling on a contentious $41 million fee request from attorneys.

The report related that the settlement puts to rest a class of
investors' claims that New York Attorney General Eric
Schneiderman's office, the U.S. Department of Labor and private
investors lodged against Ivy Asset Management LLC

                      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.).


BIOLITEC INC: Court Okays Mazzotta Siegel as Litigation Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey granted
Biolitec, Inc., authorization to employ Mazzotta, Siegel, &
Vagianelis, P.C., as special litigation counsel to represent the
Debtor in litigation against its competitor, AngioDynamics, Inc.

As reported by the Troubled Company Reporter on Jan. 31, 2013,
AngioDynamics brought a lawsuit in federal court in New York and
Massachusetts to recover defense and liability costs in now-
settled underlying patent infringement litigation.  On Nov. 8,
2012, the U.S. District Court for the Northern District of New
York entered a partial final judgment in favor of ADI for
$23,156,287.  The judgment arises from a Sept. 27, 2011 memorandum
decision that granted ADI's claim that the Debtor breached a
"knowledge qualified" representation in an April 1, 2002 Supply
and Distribution Agreement.  The Debtor has appealed the judgment
and expects that appeal to result in reversal of the ADI judgment
and dismissal of ADI's breach of contract lawsuit.

MSV filed a notice of appeal in the ADI NY Action on Oct. 26,
2012.  MSV perfected Biolitec's appeal from the judgment by filing
a brief and 13-volume joint appendix on Jan. 18, 2013.

The Debtor will continue to retain MSV to pursue the appeal and
the representation of the Debtor in the ADI NY Action.

On Feb. 4, 2013, AngioDynamics, Inc., asked the Court for entry of
an order directing the appointment of a Chapter 11 trustee.

                        About Biolitec Inc.

Biolitec, Inc., is a member of the Biolitec Group, a multinational
group of affiliated companies that is a global market leader in
the manufacture and distribution of fiber optic devices and
products such as medical lasers and fibers, photo-pharmaceuticals
and industrial fiber optics.  Biolitec AG, a German public company
listed on the highly regulated Prime Standard segment of the
Frankfurt stock exchange, is the ultimate parent of the Debtor.

Biolitec, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-11157) on Jan. 22, 2013, to stop competitor AngioDynamics
Inc. from collecting $23 million it won in a breach of contract
lawsuit.  Brian K. Foley signed the petition as chief operating
officer.  Lowenstein Sandler, LLP, serves as the Debtor's counsel.
The Debtor estimated assets and debts of $10 million to
$50 million.


BIOLITEC INC: Has Nod to Hire Lowenstein Sandler as Counsel
-----------------------------------------------------------
Biolitec, Inc., obtained approval from the U.S. Bankruptcy Court
for the District of New Jersey to employ Lowenstein Sandler LLP as
counsel in connection with the prosecution of its Chapter 11 case.
Lowenstein will be compensated on an hourly basis at its ordinary
billing rates less a 10% discount.  Lowenstein will also be
entitled to reimbursement of reasonable and necessary expenses.

                        About Biolitec Inc.

Biolitec, Inc., is a member of the Biolitec Group, a multinational
group of affiliated companies that is a global market leader in
the manufacture and distribution of fiber optic devices and
products such as medical lasers and fibers, photo-pharmaceuticals
and industrial fiber optics.  Biolitec AG, a German public company
listed on the highly regulated Prime Standard segment of the
Frankfurt stock exchange, is the ultimate parent of the Debtor.

Biolitec, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-11157) on Jan. 22, 2013, to stop competitor AngioDynamics
Inc. from collecting $23 million it won in a breach of contract
lawsuit.  Brian K. Foley signed the petition as chief operating
officer.  The Debtor estimated assets and debts of $10 million to
$50 million.


BIOLITEC INC: Michael B. Kaplan Appointed as Mediator
-----------------------------------------------------
Michael B. Kaplan, a judge of the U.S. Bankruptcy Court for the
District of New Jersey, is appointed as the mediator for the
purpose of attempting to resolve all issues among parties in
interest with the goal of developing a consensual plan of
reorganization for Biolitec, Inc., or other mutually agreeable
resolution of the issues.

These parties in interest will participate in the mediation:
(i) the Debtor; (ii) Angiodynamics, Inc.; (iii) Kelly Moran;
(iv) Carol Morello; (v) Biolitec AG; (vi) Dr. Wolfgang Neuberger;
and (vii) Biomed Technology Holdings Ltd.

The Court determined that the appointment of a mediator may
further the expeditious and economical resolution of the Debtor's
Chapter 11 case.

                        About Biolitec Inc.

Biolitec, Inc., is a member of the Biolitec Group, a multinational
group of affiliated companies that is a global market leader in
the manufacture and distribution of fiber optic devices and
products such as medical lasers and fibers, photo-pharmaceuticals
and industrial fiber optics.  Biolitec AG, a German public company
listed on the highly regulated Prime Standard segment of the
Frankfurt stock exchange, is the ultimate parent of the Debtor.

Biolitec, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-11157) on Jan. 22, 2013, to stop competitor AngioDynamics
Inc. from collecting $23 million it won in a breach of contract
lawsuit.  Brian K. Foley signed the petition as chief operating
officer.  The Debtor estimated assets and debts of $10 million to
$50 million.


BLACK OLIVE: Bankruptcy Filing Halts Boutique Hotel's Auction
-------------------------------------------------------------
Sarah Meehan, writing for Baltimore Business Journal, reports that
the auction of the Inn at Black Olive was cancelled after the
boutique hotel filed for Chapter 7 bankruptcy Thursday morning.
The owner, Black Olive Development Co. LLC, filed for bankruptcy
in the U.S. Bankruptcy Court District of Maryland. The company
lists assets of $0-$50,000 and liabilities of $1 million to $10
million.

According to the report, during the next few weeks, Stelios
Spiliadis, who owns the 12-room hotel with his family, said he
will work to secure financing to continue operating the hotel, the
attached market and the Black Olive restaurant for which it was
named.  The report notes Mr. Spiliadis and his son, Dimitris, has
already begun meeting with investors to secure the more than $5.3
million they need to continue the business.

According to the report, Gary Greenblatt, Esq., at Mehlman,
Greenblatt & Hare LLC who is representing Black Olive Development
Co., said at this point the company is not liquidating, though
that is still an option.


BLUE SPRINGS: Files Chap. 11 Plan & Disclosure Statement
--------------------------------------------------------
Blue Springs Ford Sales, Inc., last month delivered to the U.S.
Bankruptcy Court for the Western District of Missouri at Kansas
City a plan of reorganization and accompanying disclosure
statement.

The Debtor relates that it has resolved all of its general
unsecured claims except for the $1 million claim filed by Anthony
J. Bommarito, which is subject to an objection and a request for
disallowance.  All allowed general unsecured claims are to be paid
in full, with interest at the applicable post-judgment interest
rates.

Ford Motor Credit Company, LLC, with respect to its secured DIP
Facility claim and secured prepetition claims, will retain its
liens securing its claims, plus receive cash.  The secured DIP
Facility claim of Robert Balderston will also receive monthly
interest only payments at the rate of 2.75% for seven years.  In
addition, Balderston will retain his liens under the Balderston
Loan Documents and the Balderston DIP Facility will be satisfied
in full and replaced by the Balderston Exit Financing.

A full-text copy of the Disclosure Statement dated Feb. 14, 2013,
is available for free at:

         http://bankrupt.com/misc/BLUESPRINGSds0214.pdf

                         Blue Springs Ford

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

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

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


BOOMERANG SYSTEMS: To Issue 2-Mil. Shares Under Incentive Plan
--------------------------------------------------------------
Boomerang Systems, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement to register
2 million shares of common stock issuable under the 2012 Stock
Incentive Plan.  The proposed maximum aggregate offering price is
$4.8 million.  A copy of the prospectus is available for free at:

                        http://is.gd/ID1cyC

                     About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

Boomerang incurred a net loss of $17.42 million for the fiscal
year ended Sept. 30, 2012, compared with a net loss of $19.10
million during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $7.32 million
in total assets, $22.96 million in total liabilities and a
$15.63 million total stockholders' deficit.

                         Bankruptcy Warning

"Our operations may not generate sufficient cash to enable us to
service our debt.  If we were to fail to make any required payment
under the notes and agreements governing our indebtedness or fail
to comply with the covenants contained in the notes and
agreements, we would be in default.  Our debt holders would have
the ability to require that we immediately pay all outstanding
indebtedness.  If the debt holders were to require immediate
payment, we might not have sufficient assets to satisfy our
obligations under the notes or our other indebtedness.  In such
event, we could be forced to seek protection under bankruptcy
laws, which could have a material adverse effect on our existing
contracts and our ability to procure new contracts as well as our
ability to recruit and/or retain employees.  Accordingly, a
default could have a significant adverse effect on the market
value and marketability of our common stock," the Company said in
its annual report for the year ended Sept. 30, 2012.


CAMP INT'L: Moody's Keeps B3 CFR After Loan Upsize Cancellation
---------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of CAMP
International Holding Company, including its B3 Corporate Family
Rating following the cancellation of the company's plan to upsize
its existing first lien term loan to $370 million from $255
million and repay its $115 million second lien term loan that
would have resulted in an all-first lien bank debt structure.

As the transaction was not consummated, the prior debt instrument
ratings have been upgraded back to the ratings prior to the
proposed transaction. As a result, the $30 million first lien
revolving credit facility due 2017 was upgraded to B1 from B3. In
addition, the existing $255 million first lien debt rating of B1
and second lien debt rating of Caa2 were affirmed. Concurrently,
the B3 rating on the proposed $370 million first lien term loan
due May 2019 was withdrawn. The ratings outlook remains stable.

Ratings Affirmed:

Corporate family rating, at B3

Probability of default rating, at B3-PD

$255 million first lien term loan due May 2019, at B1 (LGD-3, 32%)

$115 million second lien term loan due November 2019, at Caa2
(LGD-5, 85%)

Ratings Upgraded:

$30 million first lien revolver due May 2017, to B1 (LGD-3, 32%)
from B3 (LGD-3, 48%)

Ratings Withdrawn:

$370 million first lien term loan due May 2019, Withdrawn,
previously rated B3 (LGD-3, 48%)

Ratings Rationale

CAMP's B3 CFR was affirmed reflecting the company's very high
financial leverage and small revenue scale balanced by a
relatively stable subscription-based business. At September 30,
2012, debt/EBITDA (on a Moody's adjusted basis) stood at over 8.5x
and debt/revenues approximated 5x, high for the rating category.
CAMP has attained a good business position as a provider of
business aircraft maintenance tracking services, which supports
the CFR. The company has a small but stable and geographically
diversified subscriber base which it has maintained through
historically high subscriber renewal rates and long-term exclusive
arrangements with several business aircraft manufacturers. The
ratings also reflect increased integration risk from the company's
acquisitive business strategy.

The stable rating outlook is supported by an adequate liquidity
profile and the expectation of healthy free cash flow generation
and moderate credit metric improvement.

The ratings could be downgraded if financial policies become more
aggressive, liquidity weakens or the company fails to demonstrate
credit improvement through earnings growth or debt repayment.

Although not anticipated over the intermediate term, upward rating
momentum would depend on an expectation of debt to EBITDA below
6x, free cash flow to debt above 10% and sustained adequate
liquidity.

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

CAMP International Holding Company, based in Ronkonkoma, New York
provides maintenance tracking, inventory control and flight
scheduling services management programs. Revenues for the twelve
months ended September 30, 2012 approximated $75 million. In May
of 2012 CAMP was acquired through a leveraged buy-out by
affiliates of the financial sponsor GTCR, LLC in a $700 million
transaction.


CAPITAL AUTOMOTIVE: S&P Puts 'B+' Rating on CreditWatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' ratings ('3'
recovery ratings) on CARS' first-lien term loan due 2017 and
revolving credit facility due 2016 on CreditWatch with positive
implications.  At the same time, S&P affirmed its 'B+' corporate
credit rating on CARS, maintaining a stable outlook.

"The CreditWatch placement and rating affirmation follow CARS'
announcement that it is seeking an amendment to its first-lien
term loan ($1.5 billion outstanding at Dec. 31, 2012), which would
extend the maturity to 2019 from 2017, reduce the interest rate,
and modify certain financial covenants," said credit analyst Scott
Sprinzen.  "The maturity would also be extended on the company's
$200 million revolving credit facility to 2018 from 2016.  CARS
has also stated that it is contemplating subsequently either
issuing $300 million-$325 million of second-lien notes due 2018,
or raising equity, utilizing proceeds to pay down a portion of the
first-lien term loan."

Standard & Poor's will monitor CARS' progress in pursuing the
announced transactions.  S&P currently expects that if the
transactions are completed as planned, it would raise the ratings
on the first-lien term loan and revolving credit facility to 'BB-'
('2' recovery rating, indicating S&P's expectation of a
substantial {70%-90%} recovery in the event of a payment default)
from 'B+' ('3' recovery rating, indicating S&P's expectation of a
meaningful {50%-70%} recovery in the event of a payment default).
S&P currently expects that it would assign a 'B-' rating ('6'
recovery rating, indicating negligible recovery) to a new
$300 million-$325 million notes issue, if CARS were to pursue this
issuance alternative.


CARDIOME PHARMA: Shareholder Consolidation May Avert Delisting
--------------------------------------------------------------
Cardiome Pharma Corp. on March 19 disclosed that Institutional
Shareholder Services Inc. (ISS) and Glass Lewis & Co., two leading
independent proxy research and advisory firms, have published
reports recommending that Cardiome shareholders vote FOR a share
consolidation resolution, authorizing the Board of Directors to
effect, in its discretion, a share consolidation of the
outstanding common shares, at a consolidation ratio of up to ten
(10) common shares being consolidated into one (1) common share,
by amending Cardiome's articles of incorporation, subject to the
Board's authority to decide not to proceed with the share
consolidation..

As outlined in detail in the special meeting of shareholders
information circular, Cardiome's Board believes that the share
consolidation is the most effective means of avoiding a potential
delisting of the Corporation's common shares from The NASDAQ
Capital Market, on which they are currently listed and quoted for
trading in the United States.  In addition to the objective of
avoiding delisting from the NASDAQ, the Board believes that the
share consolidation could heighten the interest of the financial
community in the Corporation and potentially broaden the pool of
investors that may consider investing or be able to invest in the
Corporation by increasing the trading price of the common shares
and decreasing the number of outstanding common shares.  It could
also help to attract institutional investors who have internal
policies that either prohibit them from purchasing stocks below a
certain minimum price or tend to discourage individual brokers
from recommending such stocks to their customers.

"I am pleased that ISS and Glass Lewis, two leading independent
research and advisory firms, validate the views of Cardiome's
Board of Directors that a share consolidation will be in the best
interest of Cardiome," stated William Hunter, M.D., director, and
interim president and CEO of Cardiome.

Your vote is important to us no matter how many shares you hold.
For a proxy to be effective, it must be voted in advance of the
Special Meeting and no later than 10:00 a.m. (Pacific Time) on
April 1, 2013.  Shareholders who require assistance in voting
their proxy may direct their inquiries to Cardiome's proxy
solicitation agent, CST Phoenix Advisors at 1-800-398-1129 (toll
free in North America) or by e-mail at
inquiries@phoenixadvisorscst.com

Copies of the Notice of Special Meeting of Shareholders,
Information Circular and related documents have been filed on the
System for Electronic Document Analysis and Retrieval (SEDAR) and
are available for viewing on the website at http://www.sedar.com
This information has also been filed on March 5, 2013 with the
U.S. Securities and Exchange Commission and is available for
viewing at http://www.sec.gov

                   About Cardiome Pharma Corp.

Cardiome Pharma Corp. -- http://www.cardiome.com-- is a
biopharmaceutical company dedicated to the discovery, development
and commercialization of new therapies that will improve the
health of patients around the world.  Cardiome has one marketed
product, BRINAVESSTM (vernakalant IV), approved in Europe and
other territories for the rapid conversion of recent onset atrial
fibrillation to sinus rhythm in adults.

Cardiome is traded on the NASDAQ Capital Market (CRME) and the
Toronto Stock Exchange (COM).


CEDAR BAY: Moody's Rates $250MM Senior Secured Term Loan 'Ba3'
--------------------------------------------------------------
Moody's Investors Service assigned a first time Ba3 rating to
Cedar Bay Generating Company, Limited Partnership's $250 million
senior secured Term Loan B due 2020. Cedar Bay owns the nominally
rated 250 MW coal-fired, cogeneration qualifying facility (QF)
under the Public Utility Regulatory Policy Act of 1978 (PURPA).
The project, which commenced commercial operation in January 1994,
is located in Jacksonville, Florida. The outlook is stable.

Ratings Rationale

According to Moody's analyst Charles Berckmann, "The assigned Ba3
rating reflects 100% contracted cash flows with Florida Power &
Light Company (FPL: A2, stable) under a power purchase agreement
(PPA) that extends for five years past the maturity of the loan,
but is balanced against an imperfection in the PPA resulting in
the prospect for substantial negative energy margin which reduces
the benefits of that PPA". Specifically, the project sources
higher cost coal from Central Appalachia but is reimbursed at the
historically lower-priced St. Johns River Power Park (St. Johns).

Berckmann further noted "the recent historical negative energy
margin on a variable, megawatt-hour (MWh) basis has approximated
$28/MWh on average, which introduces significant negative energy
margin volatility not seen in other comparable co-gen facilities
rated by Moody's". That said, the project is able to fully repay
the term loan by the PPA maturity under existing operating
conditions, but also under a further stress scenario where the
negative energy margin is increased to $35/MWh for every single
year remaining through PPA maturity and the forced outage rate is
increased to 5%.

Moody's viewed the likelihood of full debt repayment by the PPA
maturity an important element in assigning the Ba3 rating. Under
the $35/MWh negative energy margin scenario, Moody's also assumed
the project continues to dispatch at historical rates of
approximately 60% and the debt is nearly fully repaid by PPA
maturity. The project performs better financially when it is
dispatched less, which is subject to FPL's dispatch needs and
highly dependent upon natural gas prices. Under these downside
cases, the project generates financial metrics in the middle to
lower end of the "B" rating category under the financial metrics
sub-factor in Moody's Rating Methodology for Power Generation
Projects.

The Ba3 rating considers that the project has important operating
contracts with expirations or re-openers in the near-term that
could positively or negatively impact the project's financial
performance depending on market conditions at that time. The coal
supply agreement (CSA) with Nally & Hamilton Enterprises (unrated)
matches the PPA term but has a reopener in 2015 which could give
management the opportunity to narrow the potential differential
between Central Appalachian fuel costs and the fuel costs incurred
at St. Johns. Also, the exposure to commodity supply is partially
mitigated by the fact that existing delivered fuel costs are
approximately 15% above market rates based on current pricing of
Cedar Bay's CSA relative to spot prices for central Appalachia and
that there are a number of fuel supply options in Central
Appalachia. Also, the coal transport agreement with CSX
Transportation (CSXT: Baa2, stable) expires at the end of 2015.
However, the project's geographic location makes it effectively
captive to CSXT as fuel transport provider, which limits the
project's negotiating power that it otherwise would have with
multiple transport providers.

The project's rating also incorporates modestly heightened
regulatory related risks relative to other Ba-rated projects,
though they appear to be fairly well mitigated. Cedar Bay's PPA
with FP&L is one of the last PPA's negotiated in Florida to
contain a "regulatory out" clause that could potentially allow
FP&L to reduce capacity and energy payments if the Florida Public
Service Commission limits or disallows cost recovery by FP&L.
Notwithstanding this risk, the regulatory out clause has never
been exercised in Florida. As a qualifying facility, Cedar Bay
must also maintain a steam off-take arrangement in order to comply
with PURPA. Cedar Bay currently sells steam to Rock-Tenn Company
(Rock-Tenn: Ba1, stable outlook) coterminous with the PPA. Rock-
Tenn runs a recycled linerboard facility at a site adjacent to the
Cedar Bay's generating station. Given Rock-Tenn's current credit
quality and publicly stated importance of this particular
facility, as well as some contractual and financial mitigants in
place Moody's currently sees risk of losing QF status as low. For
example, if Rock-Tenn fails to take steam and shuts the mill they
Cedar Bay can draw on a $10 million letter of credit issued by
Rock-Tenn for the benefit of Cedar Bay. In addition, the financing
documents include a provision to sweep cash in escrow for an
alternative steam host arrangement should Cedar Bay lose its
existing steam off-taker.

The Ba3 rating also incorporates the fact that the project
underwent a restructuring of project debt during the 2006-2008
time period. The combination of a high, fixed amortization
profile, the bankruptcy of its then fuel supplier leading to the
loss of substantial below-market cost of fuel, and operating
challenges led to a payment default in 2006. As a result, the
existing lenders and project owners extended the term of the
outstanding debt.

The financing also incorporates affiliated-provided, subordinated
debt that has accrued interest on the unpaid balance. This
subordinated debt is all part of the existing borrowing group and
effectively has no rights. As part of this term loan issuance, a
substantial portion of the debt offering is being distributed to
project sponsors to repay a portion of the affiliate subordinated
debt. Moody's notes there is some refinancing risk at term loan
maturity given that approximately 56-68% of the original term loan
amount could remain outstanding should the project perform
according to Moody's sensitivities. The presence of a long-term
PPA however helps to mitigate this risk. The project is able to
fully repay the term loan by the PPA maturity under existing
operating conditions.

The project lenders benefit from a good project financing
structure with a cash flow waterfall of accounts, six-month, cash-
funded debt service reserve fund, a major maintenance reserve, no
additional debt or asset sale provisions and certain lender cure
rights. The project financing documents also stipulate a minimum
1% mandatory amortization plus a 75% cash sweep designed to
achieve minimum target debt balance, which under management's case
repays substantially all debt by term loan maturity. The financing
documents also stipulate that the project maintain at least $10
million in an operating reserve or at least the next 30 days of
operating expenses which must be funded prior to any distributions
to affiliate subordinated debt holders (effectively equity)
subject to the project achieving 1.2x debt service coverage ratio
on a 12-month look-back test. The project and each of its direct
owners are structured as bankruptcy remote entities and each such
entity maintains an independent director. The term loan will be
unconditionally guaranteed by all direct and indirect subsidiaries
of its parent, Cedar Bay Holdings, LLC and will be secured by a
first-priority perfected security interest in substantially all
assets, contracts and 100% of the equity interest in the borrower.

Proceeds from the term loan will be used to repay approximately
$91 million in existing senior secured debt due in June 2013 at
the project and to make a $126 million payment to subordinated
debt holders. The remaining proceeds including approximately $30
million in cash on the balance sheet will go toward cash-funding a
six-month debt service reserve, to pre-fund a mandatory minimum
operating reserve balance of $10 million that is expected to be
maintained throughout the project's financing, and to pay accrued
subordinated fees and transaction expenses.

The stable outlook incorporates the fully contracted nature of the
asset and Moody's belief that the plant will continue its recent
trend of strong operational performance.

The rating is currently well placed and has limited prospects for
a rating upgrade in the near term. Over the longer term, positive
trends that could lead to an upgrade include greater than expected
debt repayment, or stronger than expected cash flow, resulting in
credit metrics achieving the 'Ba' category under Moody's
methodology.

The rating or the outlook could face downward pressure should the
project face challenging negotiations with respect to near-term
contract expirations or contract re-openers, the project
underperforms relative to Moody's stress cases, or the project's
regulatory or QF status come into question.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

Cedar Bay is 100% indirectly owned by Gray Hawk Power Corporation,
which is in turn owned by Cedar Bay Holdings, LLC. Holdings is in
turn 55% indirectly, beneficially owned by investment funds of The
Carlyle Group and 45% indirectly, beneficially owned by The
Goldman Sachs Group, Inc.


CHESAPEAKE ENERGY: To Sell $2.3 Billion Notes to Repay Debt
-----------------------------------------------------------
Chesapeake Energy Corporation has priced its previously announced
public offering of $2.3 billion in aggregate principal amount of
its senior notes at par.  The offering will include three series
of notes: $500 million in 3.25% Senior Notes due 2016; $700
million in 5.375% Senior Notes due 2021; and $1.1 billion in 5.75%
Senior Notes due 2023.  Chesapeake expects the issuance and
delivery of all three series of senior notes to occur on April 1,
2013, subject to customary closing conditions.

Chesapeake intends to use a portion of the net proceeds from the
offering to purchase the portion of its 7.625% Senior Notes due
2013 and 6.875% Senior Notes due 2018 that are tendered in its
concurrent tender offers for those notes.  Chesapeake plans to use
a substantial portion of the remaining net proceeds to redeem its
6.775% Senior Notes due 2019 at par value.  To the extent that any
portion of the net proceeds of the offering is not used as
described above, Chesapeake plans to use those net proceeds to
purchase, repay or redeem any of its 7.625% Senior Notes due 2013
not tendered in the concurrent tender offer and to purchase, repay
or redeem over time other outstanding indebtedness, including
indebtedness outstanding under its corporate revolving bank credit
facility.

The senior notes were offered pursuant to an effective shelf
registration statement filed August 3, 2010, with the U.S.
Securities and Exchange Commission.  Chesapeake intends to list
the notes on the New York Stock Exchange after issuance.

Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC,
Citigroup Global Markets Inc., Goldman Sachs & Co. and Wells Fargo
Securities, LLC acted as joint book-running managers for the
offering.

A copy of the free writing prospectus is available at:

                       http://is.gd/udrvzW

                         About Cheasapeake

Chesapeake Energy Corporation (NYSE:CHK) is the second-largest
producer of natural gas, a top 11 producer of oil and natural gas
liquids and the most active driller of new wells in the U.S.
Headquartered in Oklahoma City, the company's operations are
focused on discovering and developing unconventional natural gas
and oil fields onshore in the U.S. Chesapeake owns leading
positions in the Eagle Ford, Utica, Granite Wash, Cleveland,
Tonkawa, Mississippi Lime and Niobrara unconventional liquids
plays and in the Marcellus, Haynesville/Bossier and Barnett
unconventional natural gas shale plays.  The company also owns
substantial marketing and oilfield services businesses through its
subsidiaries Chesapeake Energy Marketing, Inc., and Chesapeake
Oilfield Operating, L.L.C.  Further information is available at
www.chk.com where Chesapeake routinely posts announcements,
updates, events, investor information, presentations and news
releases.

Chesapeake reported a net loss of $594 million in 2012 and net
income of $1.75 billion in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $41.61 billion in total assets, $23.71
billion in total liabilities and $17.89 billion in total equity.

                            *   *    *

Chesapeake's carries a Ba2 Corporate Family Rating (CFR) from
Moody's Investors Service, and a 'BB-' corporate credit rating
from Standard & Poor's Ratings Services.


CHRYSLER LLC: Fiat Sees U.S. Ruling on Valuation by June or July
----------------------------------------------------------------
Reuters reported that Italian automaker Fiat Chief Executive
Sergio Marchionne said on Tuesday he expected a U.S. court to rule
on the valuation of a stake in Chrysler by June or July.

Fiat owns 58.5 percent of Chrysler, while VEBA, a health-care
trust affiliated with the United Autoworkers' Union, owns the
rest.  Reuters recalled that as part of Chrysler's 2009 exit from
bankruptcy, Fiat was given the right to buy 16.6 percent of
Chrysler in tranches of up to 3.3 percent until 2016.

Fiat and VEBA are in court arguing over the value of the 16.6
percent stake, Reuters said.

The next hearing in the court case is due on April 25.

"Then technically there's a period that the court will take to
give us an answer, which should not exceed 60 days from the time
that VEBA provides the documentation. So we're looking at June or
July," Marchionne said on the sidelines of an SGS shareholders'
meeting, according to Reuters.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

                           *     *     *

Chrysler has a 'B1' corporate family rating from Moody's.

Moody's upgraded the rating from 'B2' to 'B1' in February 2013.
Moody's said that the upgrade reflects Moody's expectation that
Chrysler will be able to sustain the progress it has made during
the past 18 months in strengthening its competitive position in
North America.


CLARENDON HOLDINGS: District Court Vacates Valuation Order
----------------------------------------------------------
District Judge Malcolm J. Howard vacated an order of the
Bankruptcy Court for the Eastern District of North Carolina that
valued Clarendon Holdings LLC's real estate property at $475,000.

Pursuant to the Bankruptcy Court's ruling, the Property the Debtor
proposes to surrender to Gateway Bank and Trust Company "is
$475,000, which is the fair market value as determined by
Gateway's expert. The remaining amount of Gateway's claim will be
dealt with in the debtor's plan as an unsecured claim."

Gateway took an appeal.

Gateway is the holder of a promissory note executed by Clarendon
and secured by a deed of trust on real property owned by Clarendon
and located at 230 North 2nd Street, Wilmington, North Carolina.

On March 31, 2011, Clarendon filed a Chapter 11 bankruptcy
petition.  Prior to filing its plan of reorganization, Clarendon
filed a motion for valuation of the collateral securing its debt
to Gateway.  At a hearing on Clarendon's motion, Clarendon argued
that the court should apply a fair-market-value standard
regardless of whether the property is to be retained by Clarendon
or transferred to Gateway under Clarendon's plan of
reorganization.  Gateway, on the other hand, contended that fair
market value would apply only if Clarendon retained the property
and that a liquidation value standard would apply were the
property to be transferred to Gateway.

On Oct. 19, 2011, the bankruptcy court entered its order regarding
valuation. The bankruptcy court ruled that the property should be
valued according to its fair market value for purposes of
Clarendon's intended plan to surrender the property to Gateway.

According to Judge Howard, Bankruptcy Code Section 506 instructs
that secured collateral in the bankruptcy estate must be valued
"in light of the purpose of the valuation and of the proposed
disposition or use of such property."  "[T]he 'proposed
disposition or use' of the collateral is of paramount importance
to the valuation question," the judge said, citing Associates
Commercial Corp. v. Rash, 520 U.S. 953, 962 (1997).  If a debtor
chooses to avoid foreclosure and liquidation and retain collateral
for its own use, the property must be valued using a replacement-
value standard because that standard fairly compensates the
secured creditor for deprivation of immediate value, as well as
exposure to the attendant risks of the plan.  ("If a debtor keeps
the property and continues to use it, the creditor obtains at once
neither the property nor its value and is exposed to double risks:
The debtor may again default and the property may deteriorate from
extended use.").  On the other hand, a debtor that surrenders
collateral for purposes of the creditors' liquidation of the
property is not be entitled to the full fair market value of the
property. To do so would allow the debtor to alter the parties'
prepetition bargain and give the debtor's unsecured creditors a
potential windfall.

Where a plan shifts to the creditor the burden to sell, and hence
the risk of loss or potential for gain, Judge Howard said the
court must take these matters into consideration in valuing the
property.  If, for example, a depressed market makes the potential
for loss greater than the potential for gain, valuation must be
approached conservatively. Additionally, the valuation of property
surrendered to a creditor should take into account the loss of
income a creditor may encounter prior to the sale or liquidation
of the property.

According to Judge Howard, it is unclear from the record on appeal
whether the bankruptcy court considered those factors in
determining the value of the collateral to be surrendered by
Clarendon.  Hence, Judge Howard vacates the bankruptcy court's
valuation order and remands the case to the bankruptcy court for
rehearing and reconsideration consistent with his order.

The case before the District Court is, GATEWAY BANK AND TRUST
COMPANY, Appellant, v. CLARENDON HOLDINGS, LLC, Appellee.
No. 7:11-CV-247-H (E.D.N.C.).  A copy of Judge Howard's March 18,
2013 decision is available at http://is.gd/kS31T1from Leagle.com.

                     About Clarendon Holdings

Wilmington, North Carolina-based Clarendon Holdings, LLC -- aka
FST LLC, Pentagon Holdings LLC, and Mulberry Holdings, LLC --
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-02479) on
March 31, 2011.  Clarendon owns real property located at 230 North
Second Street, Wilmington, North Carolina.  Judge Stephani W.
Humrickhouse presides over the case.  George M. Oliver, Esq., at
Oliver & Friesen, PLLC, serves as the Debtor's counsel. In its
petition, the Debtor estimated $1 million to $10 million in assets
and debts.  The petition was signed by Todd J. Toconis,
member/manager.

Affiliate Bannerman Holdings, LLC, filed for Chapter 11 (Bankr.
E.D.N.C. Case No. 10-01053) on Feb. 12, 2010.

Gateway Bank and Trust Company is represented by Lisa P. Sumner,
Esq., and David M. Warren, Esq. -- lsumner@poynerspruill.com and
dwarren@poynerspruill.com -- at Poyner Spruill LLP.

On Dec. 20, 2011, the bankruptcy court entered an order confirming
the Chapter 11 plan.


COMMUNITY FINANCIAL: Rights Offering Expires Today
--------------------------------------------------
Community Financial Shares, Inc., is extending the rights offering
described in its prospectus filed with the Securities and Exchange
Commission on Feb. 19, 2013.  The Rights Offering was originally
scheduled to expire on March 18, 2013, and the Company is
extending the Rights Offering by four days in order to ensure that
its stockholders have adequate time to consider and participate in
the Rights Offering.  Holders of the subscription rights will now
have until 5:00 p.m. Eastern Time on March 22, 2013, to exercise
their rights or to provide their custodian bank, broker, dealer or
other nominee with instructions to exercise their subscription
rights and their payment for shares.

As previously announced, each holder of the Company's common stock
on Dec. 20, 2012, received one non-transferable subscription right
for each share of the Company's common stock that holder owned
either as a holder of record or, in the case of shares held of
record by custodian banks, brokers, dealers or other nominees on
holder's behalf, as a beneficial owner of those shares.  Each
subscription right entitles a stockholder to purchase 2.4091
shares of common stock of the Company at a subscription price of
$1.00 per share.

Other than the new expiration date for the Rights Offering, all of
the terms of the Rights Offering described in the Company's
prospectus dated Feb. 14, 2013, remain the same and apply during
the extended period of the  Rights Offering.

                    About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $334.17
million in total assets, $328.69 million in total liabilities and
$5.48 million in total shareholders' equity.


CONNECTOR 2000: Bankruptcy Ended $37M Bond Obligations, ACA Says
----------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that ACA Financial
Guaranty Corp. doesn't have to pay out on $37 million in bonds it
insured to finance a South Carolina turnpike because the bonds it
insured were snuffed out in the turnpike financier's bankruptcy,
the monoline insurer's attorney told a New York state appeals
court Tuesday.

The report related that ACA Financial had insured $200 million
worth of bonds that a public-private entity called Connector 2000
Association Inc. had floated to finance the construction of a toll
road in Greenville, S.C. OppenheimerFunds had bought about $37
million worth of the bonds, the report added.

                      About Connector 2000

Piedmont, South Carolina-based Connector 2000 Association Inc., is
a non-profit association set up by the South Carolina Department
of Transportation to finance, construct and operate the 16-mile
toll road known as the "Southern Connector" in Greenville County,
and to build the South Carolina Highway 153 Extension.

Connector 2000 filed for bankruptcy protection under Chapter 9 of
the Bankruptcy Code (Bankr. D. S.C. Case No. 10-04467) on June 24,
2010, estimating both assets and debts to be between $100 million
and $500 million. Judge David R. Duncan presides over the case.
Stanley H. McGuffin, Esq., at Haynsworth Sinkler Boyd P.A., serves
as bankruptcy counsel.


CPI CORP: EVP Chief Marketing Officer Resigns
---------------------------------------------
Keith Laakko, the executive vice president, chief marketing
officer of CPI Corp. resigned from his position with the Company
effective March 8, 2013.

                        About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and provides on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.

The Company reported a net loss of $39.9 million on $123.2 million
of net sales for the 24 weeks ended July 21, 2012, compared with a
net loss of $5.6 million on $159.5 million of net sales for the 24
weeks ended July 23, 2011.  The Company's balance sheet at
July 21, 2012, showed $61 million in total assets, $159.6 million
in total liabilities, and a stockholders' deficit of $98.6
million.


DEWEY & LEBOEUF: Can Access Cash Collateral Until March 31
----------------------------------------------------------
In a ninth supplemental order dated March 15, 2013, the U.S.
Bankruptcy Court for the Southern District of New York further
extended and modified the final order, dated June 13, 2012,
authorizing Dewey & LeBoeuf LLP to use cash collateral of the
collateral agent, revolving lenders and noteholders, through the
earlier to occur of (a) 11:59 p.m. on the fifth day following the
"termination declaration date", or (b) 11:59 p.m. on March 31,
2013.

The "challenge period" as defined in the final cash collateral
order is extended through the date which is the earlier to occur
of the (a) the Effective Date of the Plan or (b) the expiration of
an additional 30 days, without prejudice to the seeking of a
further extension under the paragraph 18 of the final cash
collateral order.

A copy of the Final Cash Collateral Order is available at:

             http://bankrupt.com/misc/dewey.doc91.pdf

                       About Dewey & LeBoeuf

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

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

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

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

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

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

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey filed a Chapter 11 Plan of Liquidation and an accompanying
Disclosure Statement on Nov. 21, 2012.  It filed amended plan
documents on Dec. 31, in an attempt to address objections lodged
by various parties.  A second iteration was filed Jan. 7, 2013.
The plan is based on a proposed settlement between secured lenders
and Dewey's official unsecured creditors' committee, as well as a
settlement with former partners.

On Feb. 27, 2013, the Bankruptcy Court confirmed Dewey & Leboeuf's
Second Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013,
As of the Effective Date of the Plan, the Debtor will be
dissolved.


DEX ONE: Keeps Merger on Track After First-Day Orders
-----------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Dex One Corp. and
SuperMedia Inc. took a step toward their anticipated merger
Tuesday as a Delaware bankruptcy judge approved a series of first-
day motions intended to keep the Yellow Pages publishers running
smoothly ahead of a Chapter 11 confirmation hearing next month.

The report related that the deal to unite the struggling companies
calls for changes to their underlying credit agreements, and while
the plan received overwhelming support, Dex One and SuperMedia
were forced to file for Chapter 11 to effect the changes, counsel
for the companies said Tuesday.

                          About Dex One

Dex One Corp., headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  The company
employs 2,200 people across the United States.  Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T.  It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral.

Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a
prepackaged plan of reorganization designed to effectuate a merger
with SuperMedia Inc.  Dex One disclosed total assets of $2.84
billion and total liabilities of $2.79 billion as of Dec. 31,
2012.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel.  Pachulski
Stang Ziehl & Jones LLP is co-counsel.  Epiq Systems serves as
claims agent.

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley Corp., sought Chapter 11 protection in May 2009
(Bankr. Bank. D. Del. Case No. 09-11833 through 09-11852) and
changed its name to Dex One Corp. after emerging from bankruptcy
in January 2010.

As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC.


DEX ONE: Chapter 11 Filing Prompts Moody's to Lower CFR to Ca
-------------------------------------------------------------
Moody's Investors Service downgraded Dex One Corporation's
Probability of Default rating to D-PD from Caa3-PD, the Corporate
Family rating to Ca from Caa3, and associated debt ratings.

The downgrades follow Dex One's and SuperMedia Inc.'s
announcements on March 18, 2013 that each company filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code to implement pre-packaged plans of reorganization.

The companies intend to use this strategic process to facilitate
the completion of their merger announced on August 21, 2012. The
rating outlook is stable, although Moody's plans to withdraw all
ratings for the company over the near-term consistent with its
business practice for companies operating under the purview of the
bankruptcy courts wherein information flow typically becomes much
more limited.

Moody's has taken the following rating actions:

Issuer: Dex One Corporation

  Corporate Family Rating: Ca, from Caa3 prior

  Probability of Default Rating: D-PD, from Caa3-PD prior

  Senior Subordinate: C (LGD6, 94%), from Ca (LGD6, 93%) prior

  Speculative Grade Liquidity: SGL-2, unchanged

  Outlook: Stable, from Negative

Issuer: R.H. Donnelley Inc.

  Senior Secured Bank Credit Facility: Caa3 (LGD3, 42%), from
  Caa3 (LGD3, 41%) prior

Issuer: Dex Media East LLC

  Senior Secured Bank Credit Facility: Caa3 (LGD3, 42%), from
  Caa3 (LGD3, 41%) prior

Issuer: Dex Media West LLC

  Senior Secured Bank Credit Facility: Caa3 (LGD3, 42%), from
  Caa3 (LGD3, 41%) prior

Ratings Rationale

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


DUTCH RUN-MAYS: Two Lawsuits Remanded to W.Va. State Court
----------------------------------------------------------
The U.S. District Court for the Southern District of West Virginia
has reviewed the docket of two separate, but related, civil
actions that were removed to that Court from the Circuit Court of
Greenbrier, County, West Virginia:

1. CHARLES E. BARNETT, et al., Plaintiffs, v. DUTCH RUN-MAYS
    DRAFT, LLC, Defendant, Civil Action No. 5:12-cv-01471,
    Adversary Proceeding No. 1:11-ap-01009

2. STEPHEN C. WICKLINE, et al., Plaintiffs, v. DUTCH RUN-MAYS
    DRAFT, LLC, Defendant, Civil Action No. 5:12-cv-01472,
    Proceeding No. 1:11-ap-1010

In its consideration of the docket in the two cases, the District
Court finds that the parties have submitted nearly identical
motions for relief, wherein they pursue a determination of the
proper forum to resolve their disputes.

To that end, the District Court has reviewed Dutch Run-Mays'
motion for change of venue pursuant to 28 U.S.C. Section 1412 from
the U.S. Bankruptcy Court for the Southern District of West
Virginia to the U.S. Bankruptcy Court for the Southern District of
Florida, as well as the Plaintiffs' motion to abstain and remand
to the Circuit Court for Greenbrier County, West Virginia.

On March 12, 2013, District Judge Irene C. Berger ruled that the
removed actions can be timely adjudicated in state court.  Each of
the factors of mandatory abstention has been met and a remand to
the state court is warranted, she said.  Accordingly, the
Plaintiffs' Motion to Abstain and Remand is granted and the
actions are remanded to the Circuit Court of Greenbrier County.

Dutch Run-Mays' Motion for Change of Venue is denied as moot.

The Court directs the Clerk of court to send copies of the
Memorandum Opinion and Order to the Honorable Ronald G. Pearson,
to all counsel of record, to any unrepresented party, and a
certified copy to the Clerk of the Circuit Court of Greenbrier
County.  A copy of the District Court's March 12, 2013 Memorandum
Opinion And Order is available at http://is.gd/ilyX50from
Leagle.com.

                      About Dutch Run-Mays

Dutch Run-Mays Draft, LLC is a single asset real estate property
that owns approximately 5,000 acres of real property adjoining the
Greenbrier Hotel with its corporate office located in Deerfield
Beach, Florida.  Dutch Run-Mays filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Flo. Case No. 11-37471) on
Sept. 30, 2011. It estimated its assets and debts at $1 million to
$10 million as of the Petition Date.  Chad P. Pugatch, Esq., at
Rice Pugatch Robinson & Schiller, P.A., represents the Debtor.
Judge John K. Olson presides over the case.


EAST END: Plan Proposes Sale of Condominium to Pay Creditors
------------------------------------------------------------
East End Development LLC delivered to the U.S. Bankruptcy Court
for the Eastern District of New York a plan of liquidation and
accompanying disclosure statement, which propose 84%-100% recovery
for Amalgamated Secured Claim; 100% recovery for Allowed
Mechanic's Liens and Priority Claims; 5% to 100% recovery for
General Unsecured Claims; and 0% recovery for Equity Interests.

The Plan will be funded by proceeds from the sale of the Debtor's
real property in Sag Harbor, New York.

A full-text copy of the Disclosure Statement dated Feb. 22, 2013,
is available at http://bankrupt.com/misc/EASTENDds0222.pdf

East End Development, LLC, the owner of a 90% completed
condominium in Sag Harbor, New York, filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-76181) in Central Islip, New York, on
Oct. 12, 2012.  The Debtor disclosed $27,300,207 in assets and
$35,344,416 in liabilities in its schedules.


EASTERN LIVESTOCK: Gross Negligence Claim vs. Fifth Bank Junked
---------------------------------------------------------------
Senior District Judge Sandra S. Beckwith dismissed claims of gross
negligence in the complaint captioned Wells Fargo Bank, N.A.,
Plaintiff, v. Fifth Third Bank, Defendant, Case No. 1:12-CV-794
(S.D. Ohio).

Wells Fargo sued Fifth Third for breach of contract and gross
negligence arising out of Fifth Bank's administration of a $32.5
million credit line.  The credit line was extended to Eastern
Livestock Co. LLC.  Wells Fargo, upon the invitation of Fifth
Third, participated in putting up the credit line.

On Dec. 14, 2012, Fifth Third filed a partial motion to dismiss
Count II in the complaint or the gross negligence claim.

On review, Judge Beckwith concluded that Wells Fargo's gross
negligence claim fails to identify a duty owed by Fifth Third
independent of the duties created by the Participation Agreement.
Moreover, because Wells Fargo has failed to establish that its
breach of contract claim is accompanied by an independent tort, it
may not recover punitive damages, and its gross negligence claim
is barred by the economic loss rule, Judge Beckwith added.

A copy of Judge Beckwith's March 14, 2013 order is available at
http://is.gd/EfwK0Tfrom Leagle.com.

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.

Judge Basil H. Lorch III entered an order for relief on Dec. 28,
2010.  At the behest of the creditors, the Court appointed James
A. Knauer, Esq., as Chapter 11 trustee to operate Eastern
Livestock's business.  The Chapter 11 trustee is represented by
James M. Carr, Esq., at Baker & Daniels LLP, nka Faegre Baker
Daniels LLP, as counsel and Katz, Sapper & Miller, LLP, as
accountants.  BMC Group Inc. is the claims and notice agent.

The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.  The Debtor, in its amended schedules,
disclosed $59,366,230 in assets and $40,154,697 in liabilities as
of the Chapter 11 filing.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010.
The petition was signed by Thomas P. Gibson, as manager.  Michael
J. Walro, appointed as Chapter 7 Trustee for East-West Trucking,
has tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.  Mr. Gibson, together with his spouse,
Patsy M. Gibson, pursued a personal bankruptcy case (Bankr. S.D.
Ind. Case No. 10-93867) in 2010.  Kathryn L. Pry, the court-
appointed trustee for the Gibson's Chapter 7 case, tapped Dale &
Eke, P.C., as counsel.

The Court approved the appointment of Robert M. Fishman to mediate
the issue of the reasonableness of the proposed settlement with
Fifth Third Bank as contained in the Chapter 11 Plan proposed by
the Debtor.

The Court has confirmed the first amended plan of liquidation
filed by James A. Knauer, Chapter 11 trustee.  The Plan is
premised on the approval of a settlement reached between the
Chapter 11 Trustee and Fifth Third Bank settling the estate's
claims against Fifth Third in consideration of Fifth Third
agreeing to accept a pro rata charge and assessment of reasonable
administrative fees and expenses against its collected collateral
and the contribution of 10% of its collected collateral to the
payment of Allowed Class 4 Claims of general unsecured creditors.
The trustee has estimated that the Settlement may result in an
approximate 25% return to general unsecured creditors while
contributing to funding the Chapter 11 Case to allow the trustee
to continue collecting assets for distribution.


EASTMAN KODAK: Gets Court Approval to Settle Rousselot Claims
-------------------------------------------------------------
Eastman Kodak Co. received the green light from U.S. Bankruptcy
Judge Allan Gropper to settle the claims of Rousselot Inc., and to
enter into a revised supply agreement with the company.

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

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

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

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Resolves Dispute With Sony, to Sign New Supply Deal
------------------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper authorized Eastman Kodak Co.
to settle its dispute with Sony Pictures Entertainment Inc. and
sign a new customer supply agreement with the company.

Pursuant to the settlement, Sony can assert a claim of $9 million
against Kodak for the rebates accrued by Sony's purchase of motion
picture film products under an old contract for the period Jan.
19, 2012 to Feb. 22, 2013.  Sony can also assert a claim of more
than $17.9 million for rebates accrued prior to Jan. 19, 2012.

Both claims will be paid pursuant to a plan of reorganization for
Kodak, according to a March 20 filing.

As reported on Feb. 26 by TCR, Kodak cancelled its 2006 motion
picture film agreement with Sony to avoid paying $18 million for
the cure costs.  The cancellation of the contract was approved on
Feb. 22 by Judge Gropper.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EDISON MISSION: Aims for Bankruptcy Exit by 2015
------------------------------------------------
Katy Stech, writing for Dow Jones Newswires' Daily Bankruptcy
Review, reported that executives in control of Edison
International's (EIX) Edison Mission Energy wholesale-power unit
that filed for Chapter-11 protection in December are still
drafting an agreement that would transfer ownership of its more-
than 40 electricity-generating facilities to bondholders who
extended $3.7 billion of funding to the unit.

Edison Mission attorneys said their progress so far includes
drafting a bonus plan for executives and all 47 senior managers to
reward them for keeping operating costs down and minimizing
unplanned outages at its power plants, the report said, citing
papers filed in U.S. Bankruptcy Court in Chicago.  The bonus
payments could top $29 million under a payout plan filed with the
court on March 11, but officials said in court papers Friday that
they'd update the amounts later this week.

The report recalled that Edison Mission's bankruptcy filing on
Dec. 17 set a deadline for officials to come up with a master
restructuring agreement within 210 days. Court papers say that
missing that deadline could mean bondholders, who have supported
the company's restructuring efforts so far, may withdraw their
support.

Edison Mission officials said they expect the bankruptcy court to
confirm their reorganization plan by the end of 2014 -- a generous
timeline by most bankruptcy standards, the report noted.  Shortly
before the filing, The Wall Street Journal reported that Edison
Mission officials were in no rush to exit bankruptcy proceedings
so that the parent company could take advantage of a tax
agreement.


EDRA BLIXSETH: Court Reduces Western Capital Partners' Claim
------------------------------------------------------------
Bankruptcy Judge Ralph Kirscher sustained, in part, the objection
lodged by Richard J. Samson, the Chapter 7 trustee for the estate
of Edra D. Blixseth, to the proof of claim of Western Capital
Partners, LLC, and allowed WCP a $6,746,105 general unsecured
claim against the Blixseth estate.  WCP asserts an $11,659,993
claim.

The Court awarded Mr. Samson $4,013,410, and directed WCP to
return to the Debtor's bankruptcy estate all of the "property
transferred on August 24, 2010, including Edra's interests in BLX
Group, Inc. Blixseth Family Investments, LLC, Monarch Designs,
LLC, and various contract claims.  The only contract claims WCP
need not return to Samson are the CrossHarbor Capital Partner's
claims because the Court awarded Samson monetary damages for such
claims.

The Court also said the funds WCP garnished from the Debtor's bank
account on Feb. 12, 2009, was an avoidable preference.  Mr. Samson
is also awarded $356,609 on his claim for usury against WCP.

The case is RICHARD J. SAMSON, Plaintiff, v. WESTERN CAPITAL
PARTNERS LLC, Defendant, Adv. Proc. No. 10-00094 (Bankr. D.
Mont.).  A copy of Judge Kirscher's March 18, 2013 Memorandum of
Decision is available at http://is.gd/PTfBPifrom Leagle.com.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assisted Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.  Richard J. Samson was appointed as the
Chapter 7 Trustee.


ELO TOUCH: S&P Lowers CCR to 'CCC' & Rates $175MM Loan 'CCC+'
-------------------------------------------------------------
Standard and Poor's Ratings Services lowered its corporate credit
rating on Menlo Park, Calif.-based Elo Touch Solutions Inc. to
'CCC' from 'B'.  The outlook is developing.

At the same time, S&P lowered its issue-level rating on the
company's $175 million first lien term loan due 2018, and its
$15 million revolver, due 2017, to 'CCC+' from 'B+'.  The '2'
recovery rating indicates S&P's expectation for substantial (70%
to 90%) recovery in the event of payment default.  S&P also
lowered its issue-level rating to 'CC' from 'CCC+' on the
company's $85 million second lien term loan, due 2018.  The '6'
recovery rating indicates S&P's expectation for negligible (0% to
10%) recovery in the event of payment default.

"The downgrade to 'CCC' reflects S&P's view that deteriorating
operating performance is likely to result in a covenant violation
within the next 12 months unless the company amends its covenant
schedules," said Standard & Poor's credit analyst Christian Frank.

"The ratings also reflect Elo's 'vulnerable' business risk profile
based on its narrow market focus in the fragmented and competitive
touch-screen solutions industry, its concentrated customer base
and retail end market, and its lack of a track record operating as
a stand-alone company," added Mr. Frank.

The company has a "highly leveraged" financial risk profile in
Standard & Poor's assessment, reflecting leverage in the mid-6x
area as of Dec. 28, 2012.  Standard & Poor's expects revenues to
decline by more than 10% in fiscal 2013 and that free operating
cash flow will be negative due to transition-related spending.

Elo is a supplier of touch-screen products and components to
distributors and original equipment manufacturers (OEMs) serving
commercial end users.  Retailers, who use Elo's products at the
point-of-sale, are the company's largest end market, followed by
health care providers that require specific designs to satisfy
U.S. Food and Drug Administration regulations.  The company's
products are also used in transportation, gaming, and industrial
markets.


ENERGY FUTURE: Aurelius Capital Sues Unit Over LBO-Linked Loans
---------------------------------------------------------------
Jacqueline Palank at Daily Bankruptcy Review reports that hedge
fund Aurelius Capital Master Ltd. is suing an Energy Future
Holdings Corp. unit and some current and former directors over a
loan deal tied to the $45 billion leveraged buyout that loaded the
Texas power company with debt.

                      About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


EUROFRESH INC: Court Okays Hiring of Mesch Clark as Attorneys
-------------------------------------------------------------
EuroFresh, Inc., sought and obtained permission from the U.S.
Bankruptcy Court for the District of Arizona to employ Mesch,
Clark & Rothschild, P.C., as its attorneys.

Mesch Clark is expected:

   a. to give the Debtor legal advice with respect to its power
      and duties in the continued operation and management of its
      business;

   b. to take necessary action to recover certain property and
      money owed to the Debtor, if necessary;

   c. to represent the Debtor in litigation;

   d. to prepare on behalf of the Debtor, the necessary
      applications, answers, complaints, orders, reports,
      disclosure statement, plan of reorganization, motions, and
      other legal papers; and

   e. to perform all other legal services that the Debtor deems
      necessary.

To the best of the Debtor's knowledge, MC&R has no connection with
the creditors, or any other parties in interest or their attorneys
in the bankruptcy case, except disclosed in a statement by
Frederick J. Petersen.

The hourly rates of the attorneys and staff who may work on the
case are:

     Michael McGrath                  $550.00
     Frederick J. Petersen            $435.00
     Isaac D. Rothschild              $250.00

     Partners                         $300.00 - $550.00
     Associates                       $175.00 - $295.00
     Paralegals                       $180.00
     Legal Assistants                  $85.00 - $115.00
     Law Clerks                       $100.00

                       About EuroFresh Inc.

EuroFresh , Inc., is America's largest greenhouse grower spanning
318 aces of glass covered facilities.  EuroFresh grows premium
quality, great tasting, certified pesticide residue free
greenhouse tomatoes and cucumbers year-round.  The 274-acre
flagship facility in Willcox, Arizona, is the world's largest.
There's also a second 44-acre acre property in Snowflake, Arizona.
EuroFresh has 964 employees.

EuroFresh filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-01125) on Jan. 27, 2013, to complete a sale of the business to
NatureSweet Limited, absent higher and better offers.

NatureSweet and EuroFresh Farms are two of the leading producers
of high-quality tomatoes in North America.

EuroFresh first filed for Chapter 11 protection (Bankr. D. Ariz.
Lead Case No. 09-07970) on April 21, 2009.  Eurofresh exited
bankruptcy in November 2009 following a deal with majority of
their existing debt holders to convert more than $200 million of
debt into equity.

In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac
D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as
counsel to the Debtors.

An official committee of unsecured creditors was appointed.  The
creditors' committee includes International Paper Co. and
Southwest Gas Corp.


EUROFRESH INC: Panel Has Lowenstein Firm, Jennings Firm as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 bankruptcy case of Eurofresh Inc. sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Arizona to retain Lowenstein Sandler LLP as lead bankruptcy
counsel and Jennings, Strouss & Salmon, P.L.C., as bankruptcy
counsel.

Lowenstein's principal attorneys and paralegals who will be
working with the Committee and their hourly rates are:

     Ken Rosen                      $780
     Paul Kizel                     $645
     Tania Ingman                   $480
     Kimberly Adams (paralegal)     $190

Lowenstein will use other attorneys and paraprofessionals during
the course of the case as appropriate.  The rates for Lowenstein
attorneys range from $260 to $945 per hour.

Jennings' principal attorneys and paralegals presently designated
to represent the Committee and their hourly rates are:

     Carolyn J. Johnsen             $565
     Kami M. Hoskins                $310

The hourly rates for Jennings' attorneys range from $295 to $575.

Lowenstein and Jennings will use their best efforts to avoid any
duplication of services.  The Lowenstein and Jennings firms are
expected to:

   * provide legal advice and assistance to the Committee in its
     consultation with the Debtor relative to the Debtor's
     administration of its reorganization;

   * represent the Committee at hearings held before the Court and
     communicate with the Committee regarding the issues raised,
     as well as the decisions of the Court;

   * assist and advise the Committee in its examination and
     analysis of the conduct of the Debtor's affairs and the
     reasons for the Chapter 11 filing;

   * review and analyze all applications, motions, orders,
     statements of operations and schedules filed with the Court
     by the Debtor or third parties, advise the Committee as to
     their propriety, and, after consultation with the Committee,
     take appropriate action;

   * assist the Committee in preparing applications, motions, and
     orders in support of positions taken by the Committee, as
     well as prepare witnesses and review documents in this
     regard;

   * apprise the Court of the Committee's analysis of the Debtor's
     operations;

   * confer with the accountants and any other professionals
     retained by the Committee, if any are selected and approved,
     so as to advise the Committee and the Court more fully of the
     Debtor's operations;

   * assist the Committee in its negotiations with the Debtor and
     other parties-in-interest concerning the terms of any
     proposed plan of reorganization;

   * assist the Committee in its consideration of any plan of
     reorganization proposed by the Debtor or other parties-in-
     interest as to whether it is in the best interest of
     unsecured creditors and is feasible;

   * assist the Committee with such other services as may
     contribute to the confirmation of a plan of reorganization;

   * advise and assist the Committee in evaluating and prosecuting
     any claims that the Debtor may have against third parties;

   * assist the Committee in determining whether, and if so how,
     to sell the assets of the Debtor for the highest and best
     price; and

   * assist the Committee in performing such other services as may
     be in the interest of creditors, including, but not limited
     to, the commencement of, and participation in, appropriate
     litigation respecting the estate.

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

                       About EuroFresh Inc.

EuroFresh , Inc., is America's largest greenhouse grower spanning
318 aces of glass covered facilities.  EuroFresh grows premium
quality, great tasting, certified pesticide residue free
greenhouse tomatoes and cucumbers year-round.  The 274-acre
flagship facility in Willcox, Arizona, is the world's largest.
There's also a second 44-acre acre property in Snowflake, Arizona.
EuroFresh has 964 employees.

EuroFresh filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-01125) on Jan. 27, 2013, to complete a sale of the business to
NatureSweet Limited, absent higher and better offers.

NatureSweet and EuroFresh Farms are two of the leading producers
of high-quality tomatoes in North America.

EuroFresh first filed for Chapter 11 protection (Bankr. D. Ariz.
Lead Case No. 09-07970) on April 21, 2009.  Eurofresh exited
bankruptcy in November 2009 following a deal with majority of
their existing debt holders to convert more than $200 million of
debt into equity.

In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac
D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as
counsel to the Debtors.

An official committee of unsecured creditors was appointed.  The
creditors' committee includes International Paper Co. and
Southwest Gas Corp.


FAIRWEST ENERGY: Obtains Approval of Sales Process
--------------------------------------------------
FairWest Energy Corporation on March 20 disclosed that it has
obtained an Order on March 19, 2013 from the Court of Queen's
Bench of Alberta extending the stay of proceedings granted to
FairWest under the Companies' Creditors Arrangement Act to
April 26, 2013.

The March 19 Order also approved the engagement of
PricewaterhouseCoopers Corporate Finance Inc., as the financial
advisor of FairWest.  The Financial Advisor will be working with
FairWest and PricewaterhouseCoopers Inc., in its capacity as
monitor of FairWest to implement a sales and investment
solicitation process wherein offers will be solicited to acquire,
restructure or recapitalize FairWest.

Pursuant to the SISP, information packages will be distributed to
potential bidders by March 22, 2013 and prospective purchasers
will have access to a confidential information memorandum upon the
execution of a non-disclosure agreement.  FairWest anticipates
that access to the electronic and physical data rooms will be
available by Tuesday, March 26, 2013. The bid deadline is April 5,
2013.

For more information about the SISP, interested parties can visit
the Monitor's Web site at http://www.pwc.com/car-fec

                      About FairWest Energy

FairWest is a Calgary, Alberta based junior oil and gas company
engaged in the acquisition, exploration, development and
production of crude oil, natural gas and natural gas liquids in
the provinces of Alberta and Saskatchewan.


FIRST CONNECTICUT: Has Court OK to Hire Wasserman as Counsel
------------------------------------------------------------
First Connecticut Holding Group, L.L.C. IV obtained authorization
from the U.S. Bankruptcy Court for the District of New Jersey to
employ Wasserman, Jurista & Stolz, P.C., as counsel.  The Debtor
agreed to pay Wasserman a $10,000 retainer.

First Connecticut Holding Group, L.L.C. IV filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in
Newark, New Jersey.  Lorraine Mocco signed the petition as
managing member.  The Debtor's scheduled assets were $12,287,218
and scheduled liabilities were $68,655,579.  Judge Donald H.
Steckroth presides over the case.


FIRST STREET: Court Okays Hiring of Julian Bach as Ch. 11 Counsel
-----------------------------------------------------------------
First Street Holdings NV, LLC, and its debtor-affiliates sought
and obtained permission from the U.S. Bankruptcy Court for the
Northern District of California to employ the Law Office of Julian
Bach as Chapter 11 counsel.

Julian Bach replaces MacDonald Fernandez, which withdrew as
counsel in January 2013.

The Law Office of Julian Bach is expected to: (a) advise the
Debtors with respect to the powers and duties as debtor-in-
possession in the reorganization of its assets and liabilities;
(b) prepare on behalf of the Debtors the necessary pleadings,
schedules, statements, motions, applications, answers, orders,
reports, loan workout, litigation, and otehr legal papers required
in the Chapter 11 case; and (c) perform all other necessary legal
services for the Debtors.

The Debtors will pay the firm a $5,000 retainer.  Julian Bach's
hourly rate is $300.

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

                        About First Street

First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300
and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky.

Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518
Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos.
11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and
11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011.

Colliers Parrish International Inc. serves as appraiser to value
certain real properties and other assets held by the Debtors.

The cases are jointly administered under Lead Case No. 11-49300.

Investor David Choo is associated with CMR Capital, LLC, the
manager of the Debtors.

Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission, LLC,
First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers,
LLC, and JP Capital, LLC; and David Choo, individually, filed a
combined joint plan and disclosure statement with the Bankruptcy
Court.  The Joint Plan, dated Nov. 29, 2011, provided for the
payment of all of their secured, administrative, priority and
general unsecured claims in full.  Interests in the Debtors would
be retained without modification.

In December 2011, the bankruptcy court held that the First Street
Parties had not proven that they had a reasonable possibility of
an effective reorganization within a reasonable time.  The court
noted the proposed plan likely qualified as a negative
amortization plan, which would be difficult to confirm under the
best of circumstances.  The court also noted that the Properties
as of the time of the hearing did not generate enough monthly
rents to pay monthly operating expenses and property taxes.  The
court also doubted that the First Street Parties could raise
sufficient plan funding, as they had proposed, by renting out
additional available space in the buildings on the Properties.


FIRST STREET: Amends Scope of Binder & Malter Employment
--------------------------------------------------------
First Street Holdings NV, LLC, and its debtor-affiliates sought
and obtained permission from the U.S. Bankruptcy Court for the
Northern District of California to amend the scope of employment
of Binder & Malter, LLP, its special appeals counsel.

The Court allowed the Debtors to expand the scope of special
appellate counsel's employment to: (a) interpret the ruling of the
Bankruptcy Appellate Panel vacating and remanding the order of
the bankruptcy court's order granting relief from stay; (b)
respond and participate in any hearings regarding questions raised
by the bankruptcy court with regard to the meaning of the BAP
ruling; (c) provide defense as to any further proceedings on
relief from stay conducted; and (d) prepare, file and prosecute
any bid procedures and sales motions and an amended plan and
disclosure statement in the case.

The Troubled Company Reporter reported on Jan. 5, 2012, that
Robert G. Harris, attorney at Binder & Malter, LLP, attested that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                        About First Street

First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300
and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky.

Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518
Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos.
11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and
11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011.

Colliers Parrish International Inc. serves as appraiser to value
certain real properties and other assets held by the Debtors.

The cases are jointly administered under Lead Case No. 11-49300.

Investor David Choo is associated with CMR Capital, LLC, the
manager of the Debtors.

Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission, LLC,
First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers,
LLC, and JP Capital, LLC; and David Choo, individually, filed a
combined joint plan and disclosure statement with the Bankruptcy
Court.  The Joint Plan, dated Nov. 29, 2011, provided for the
payment of all of their secured, administrative, priority and
general unsecured claims in full.  Interests in the Debtors would
be retained without modification.

In December 2011, the bankruptcy court held that the First Street
Parties had not proven that they had a reasonable possibility of
an effective reorganization within a reasonable time.  The court
noted the proposed plan likely qualified as a negative
amortization plan, which would be difficult to confirm under the
best of circumstances.  The court also noted that the Properties
as of the time of the hearing did not generate enough monthly
rents to pay monthly operating expenses and property taxes.  The
court also doubted that the First Street Parties could raise
sufficient plan funding, as they had proposed, by renting out
additional available space in the buildings on the Properties.


FIRST STREET: Taps Colliers International as Real Estate Broker
---------------------------------------------------------------
First Street Holdings NV, LLC, and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Northern
District of California to employ Colliers International as real
estate broker.

Colliers is expected to assist in the sale of the Debtors'
interest with respect to real property located at the Northwest
corner of First Street and Mission Street, San Francisco,
California with the common addresses: 50 First Street, 62 First
Street, 78 First Street, 88 First Street, and 512, 516 and 526
Mission Street, San Francisco, California.

The Broker will have a commission of 0.5% of the gross sales price
of the First and Mission Project, whether it is sold with or
without the involvement of another licensed real estate broker as
procuring agent of the purchaser.

The Debtors believe that Colliers and its brokers and agents are
disinterested persons within the meaning of Bankruptcy Code
Sections 101(24) and 327.

                        About First Street

First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300
and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky.

Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518
Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos.
11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and
11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011.

Colliers Parrish International Inc. serves as appraiser to value
certain real properties and other assets held by the Debtors.

The cases are jointly administered under Lead Case No. 11-49300.

Investor David Choo is associated with CMR Capital, LLC, the
manager of the Debtors.

Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission, LLC,
First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers,
LLC, and JP Capital, LLC; and David Choo, individually, filed a
combined joint plan and disclosure statement with the Bankruptcy
Court.  The Joint Plan, dated Nov. 29, 2011, provided for the
payment of all of their secured, administrative, priority and
general unsecured claims in full.  Interests in the Debtors would
be retained without modification.

In December 2011, the bankruptcy court held that the First Street
Parties had not proven that they had a reasonable possibility of
an effective reorganization within a reasonable time.  The court
noted the proposed plan likely qualified as a negative
amortization plan, which would be difficult to confirm under the
best of circumstances.  The court also noted that the Properties
as of the time of the hearing did not generate enough monthly
rents to pay monthly operating expenses and property taxes.  The
court also doubted that the First Street Parties could raise
sufficient plan funding, as they had proposed, by renting out
additional available space in the buildings on the Properties.


FISHER ISLAND: Examiner Can Hire Leshaw Law as Co-Counsel
---------------------------------------------------------
The United States Bankruptcy Court for the Southern District Of
Florida authorized James S. Feltman, the examiner in the
involuntary bankruptcy cases of Fisher Island Investments, Inc.,
Mutual Benefits Offshore Fund, Ltd., and Little Rest Twelve, Inc.,
to employ Leshaw Law, P.A., as his co-counsel.

As previously reported, the Court on June 23, 2011, authorized the
employment of Greenberg Traurig, P.A. as counsel for the Examiner.
Effective February 2, 2013, attorney James P.S. Leshaw was no
longer be associated with Greenberg Traurig and commenced his
association with Leshaw Law.  In the interests of continuity of
representation and for the sake of efficiency, the Examiner sought
to retain Mr. Leshaw and Leshaw Law as co-counsel.  According to
the Examiner, Mr. Leshaw has already represented his proficiency
in bankruptcy-related matters through his representation of the
Examiner as a principal shareholder of Greenberg Traurig.

Leshaw Law will work with Greenberg Traurig and any other
professionals engaged by the Examiner to avoid duplication of
effort and to move the investigation forward as quickly,
harmoniously and efficiently as possible.

Leshaw Law and Mr. Leshaw are "disinterested persons" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Leshaw's current rate for work is $600 per hour, which
represents a discount of almost 25% off his rate while a
shareholder at Greenberg Traurig.

                  About Fisher Island Investments

Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Petitioning creditors are represented by Craig A. Pugatch, Esq.,
and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller,
P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301.

John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez &
Castillo, P.A., represent Alleged Debtor Fisher Island
Investments, Inc., as counsel.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases.  Greenberg
Traurig, P.A., serves as counsel for the examiner while Leshaw
Law, P.A., is the co-counsel.


FLUID ROUTING: Dist. Court Keeps Lower Court Ruling on Almond Suit
------------------------------------------------------------------
In February 2009, Fluid Routing Solutions, Inc., et al., and
Almond Products Inc. entered into a supply agreement, whereby
Almond supplied Fluid with certain goods and services related to
Fluid's fuel systems business.  When Fluid, et al., filed for
bankruptcy on Feb. 6, 2009, they owed Almond $518,786.  The
Debtors and Almond later on commenced negotiations over the
assumption and assignment of the supply agreement to the
purchaser, as well as the cure amount that would be due on
assumption.  In mid-March 2009, Almond's cure claim was fixed at
$367,385.  After the Debtors got approval of a sale of its fuel
systems business in late March 2009, Almond received payment of
its cure claim.

By October 2009, the Debtors' cases were converted to a Chapter 7
proceeding and Alfred T. Guiliano was appointed as Chapter 7
trustee.

In February 2011, the trustee filed a complaint for avoidance and
recovery of preferential transfers -- amounting to $1.44 million
-- against Almond.  In response, Almond sought summary judgment
asserting that the supply agreement was assumed and the trustee
was precluded from avoiding alleged preferential transfer.  The
U.S. Bankruptcy Court for the District of Delaware granted summary
judgment to Almond and denied the trustee's request for recovery.

On April 18, 2012, the trustee appealed the bankruptcy court
ruling where case is captioned ALFRED T. GIULIANO, Appellant, v.
ALMOND INVESTMENT COMPANY, Appellee, Bk. No. 09-10384 (CSS), Adv.
Pro. No. 11-50393 (CSS), Civ. No. 12-494-SLR (D. Del.).

On review, District Judge Sue L. Robinson found that "the
documents of record establish that, although the supply agreement
was not on the initial list of contracts to be assumed, it was
specifically listed in a notice attached to the sale order, and it
was described in the list of contracts to be assumed and assigned
included in the amendments to the asset purchase agreement.
Accordingly, the supply agreement was assumed and assigned in the
sale order under the express terms of the sale order and the asset
purchase agreement."

The District Court also opined that the bankruptcy court's finding
that the trustee was seeking discovery to set aside the sale
order, rather than to pursue the adversary action, is supported by
a record devoid of substantiated claims and the absence of any
motion to amend or rescind the sale order.

Thus, "the bankruptcy court's decision is affirmed and the appeal
therefrom is denied," Judge Robinson ruled.

A copy of Judge Robinson's March 18, 2013 Memorandum Order is
available at http://is.gd/qWIeZUfrom Leagel.com.

                  About Fluid Routing Solutions

Headquartered in Rochester Hills, Michigan, Fluid Routing
Solutions Inc. -- http://www.markivauto.com/-- made automobile
parts and accessories.  The Company has manufacturing facilities
located in Lexington, Tennessee; Big Rapids, Michigan; Oscala,
Florida; and Easley, South Carolina.  The Company's Detroit
facility closed in 2008.  The Company was formed in May 2007 when
Sun Capital purchased the Dayco business from auto-parts
manufacturer Mark IV Industries Inc.

Fluid Routing Solutions and three affiliates filed for Chapter 11
(Bank. D. Del. Lead Case No. 09-10384) on Feb. 6, 2009.  Judge
Christopher Sonchi handles the case.  Attorneys at Morgan Lewis &
Bockuis LLP, represented the Debtors in their Chapter 11 effort.
Attorneys at Young Conaway Stargatt & Taylor LLP, served as
Delaware counsel while Mesirow Financial Interim Management, LLC,
served as financial advisor.  In its bankruptcy petition, Fluid
Routing listed assets of $10 million to $50 million and debts of
$50 million to $100 million.

The Debtors sold, through a Court-sanctioned sale process, their
hose extrusion and fuel assembly service business to FRS Holding
Corp. for $11,000,000.  Following the sale, Fluid Routing
Solutions changed its corporate name to Carolina Fluid Handling,
Inc.

In September 2009, Fluid Routing Solutions won approval from the
Bankruptcy Court to convert its bankruptcy case to a liquidation
in Chapter 7.


FOAMEX INT'L: FXI Dismissed From Wrongful Termination Suit
----------------------------------------------------------
EVELYN WALKER, Plaintiff, v. FXI a/k/a FOAMEX INNOVATIONS
OPERATING COMPANY, BOB BRINTON, In his position as Human Resources
Supervisor, BRANDON JAMISON, in his position as Supervisor, and
JOHN BLACK, in his position as Expeditor, Defendants, Cause No.
1:11CV231-SA-DAS (N.D. Miss.), brings cause of action pursuant to
42 U.S.C. Section 1981 and Mississippi state law for wrongful
termination, discrimination based on race, and intentional
infliction of emotional distress.  Defendants Brandon Jamison and
John Black seek to be dismissed as party defendants due to
Plaintiff's failure to state a claim against them in their
individual capacities, and FXI, Inc., seeks dismissal because it
is not a proper party.

In a March 18, 2013 Memorandum Opinion available at
http://is.gd/c45b9Cfrom Leagle.com, District Judge Sharion Aycock
granted the individual Defendants' motion, in part, and denied, in
part, and FXI Inc.'s Motion for Summary Judgment is granted.

Ms. Walker was employed at Foamex International Inc. from 1994
until June 8, 2009.  During her employment, Brandon Jamison was
her supervisor and John Black was the expeditor.

As part of Foamex's 2009 bankruptcy, Foamex's assets were put up
for auction.  FXI Holdings, Inc. submitted the highest bid and the
bankruptcy court entered an order approving the sale.  The sale
closed on June 12, 2009.

FXI, Inc. is a wholly-owned subsidiary of FXI Holdings. FXI, Inc.,
never employed Ms. Walker and did not employ anyone at the
manufacturing facility in Mississippi until after FXI Holdings
purchased Foamex's assets on June 12, 2009.  FXI Inc. contends it
is not a proper party to this litigation.

Judge Aycock said FXI Inc. is dismissed as a party defendant.  All
allegations against Messrs. Jamison and Black are also dismissed
with the exception of the Plaintiff's Section 1981 claim against
those individuals. The Plaintiff is given 14 days from the date of
the Court's order to amend her complaint only as to the
intentional infliction of emotional distress claim alleged against
Messrs. Jamison and Black.  If the Plaintiff fails to amend within
the time period provided, the Court will deem that claim waived.

                    About Foamex International

Foamex International Inc. -- http://www.foamex.com/--
headquartered in Media, Pennsylvania, produces polyurethane foam-
based solutions and specialty comfort products.  The Company
services the bedding, furniture, carpet cushion and automotive
markets and also manufactures high-performance polymers for
diverse applications in the industrial, aerospace, defense,
electronics and computer industries.

Foamex and eight affiliates first filed for Chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through
05-12693).  On Feb. 2, 2007, the U.S. Bankruptcy Court for the
District of Delaware confirmed the Debtors' reorganization plan.
The Plan became effective and the Company emerged from Chapter 11
bankruptcy on Feb. 12, 2007.

Foamex missed $7.3 million in interest payments due at the end of
the January 21 grace periods on the Company's $325 million first-
lien term loan and the $47 million second-lien term loan.

On Feb. 18, 2009, Foamex International Inc. and seven affiliates
filed separate voluntary Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 09-10560), represented by lawyers at Akin Gump Strauss
Hauer and Cozen O'Connor as counsel; Houlihan Lokey as investment
banker; McGladrey & Pullen LLP as accountants; and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.  The Hon. Kevin J.
Carey presided over the 2009 cases.  Lowenstein Sandler and Pepper
Hamilton LLP represented the Official Committee of Unsecured
Creditors.  As of Sept. 28, 2008, the Debtors had $363,821,000 in
assets, and $379,710,000 in debts.

As reported in the Troubled Company Reporter on May 29, 2009,
MatlinPatterson Global Advisers LLC and Black Diamond Capital
Management LLC won the bidding for Foamex's business with a
$155 million offer, along with the assumption of some liabilities.
Wayzata Capital Investment Partners LLC won the first auction for
the assets.  However, that auction was reopened, and
MatlinPatterson and Black Diamond emerged the winning bidder.


FR 160: Court Okays Hiring of Montandon Farley as Valuation Expert
------------------------------------------------------------------
FR 160 LLC obtained permission from the U.S. Bankruptcy Court to
employ Montandon Farley Valuation Services, Inc., as real property
valuation expert effective as of Jan. 1, 2013.

The Troubled Company Reporter reported on Feb. 25, 2013, that on
July 10, 2012, counsel for the Debtor retained Montandon Farley
to prepare an appraisal of the Real Property for Debtor.  As
compensation for preparing the appraisal, Montandon Farley agreed
to compensation in the amount of $7,500.  On Oct. 29, 2012, IMH
Financial Corporation, the Debtor's manager and sole owner, paid
Montandon Farley the amount of $7,500 for the preparation of the
Appraisal.

Neither the Debtor's bankruptcy counsel nor their corporate
counsel is able to testify as experts in this proceeding regarding
this subject matter.  For these reasons, the Debtor requires the
services of a capable and experienced real estate appraiser, such
as Montandon Farley.

Montandon Farley will be retained as an expert to, among other
things, provide deposition testimony and testimony at hearings
regarding the value of the Real Property.  Montandon Farley has
agreed to compensation at the flat-rate fee of $250 per hour to
testify as necessary regarding, among other things, the Appraisal
and/or the value of the Real Property.

Dennis L. Farley, Jr. attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                          About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  In January 2011, to resolve disputes
with the golf club, the parties entered into an agreement where
FR 160 delivered to the golf club a promissory note in the amount
of $4,950,000, a promissory note of $720,000 and a deed of trust
on the real property.  FR 160 failed to make certain payments and
the golf club initiated the non-judicial foreclosure process.
FR 160 commenced bankruptcy to stop the trustee's sale of the
property.  It filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent creditor
Flagstaff Ranch Golf Club as counsel.


FR 160: Can Reject Realty Advisor Pacts & Hire Russ Lyon as Broker
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
FR 160, LLC, to reject any and all listing agreements with
Flagstaff Ranch Realty Advisors and to retain Russ Lyon Realty
Company, effective as of October 26, 2012, as an ordinary course
professional (real estate broker).

The Debtor was obligated to enter into an exclusive listing
agreement with Realty Advisors pursuant to a settlement agreement.
After the Debtor's bankruptcy filing, Realty Advisors requested
that the Listing Agreements be mutually terminated.  The Debtor
agreed and began discussions with multiple agents, including Russ
Lyon Realty, to retain representation in the market in place of
Realty Advisors.  Russ Lyon Realty was eventually selected.

Russ Lyon Realty will, among other things, market and sell the
Debtor's Real Property.  Russ Lyon Realty will receive a
commission in the range of 5% to 6% of the gross sale price if it
meets certain conditions.

                          About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  In January 2011, to resolve disputes
with the golf club, the parties entered into an agreement where
FR 160 delivered to the golf club a promissory note in the amount
of $4,950,000, a promissory note of $720,000 and a deed of trust
on the real property.  FR 160 failed to make certain payments and
the golf club initiated the non-judicial foreclosure process.
FR 160 commenced bankruptcy to stop the trustee's sale of the
property.  It filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent creditor
Flagstaff Ranch Golf Club as counsel.


FR 160: Plan Confirmation Denied Due to Surrender Option
--------------------------------------------------------
Judge Refield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona has denied confirmation of FR 160, LLC's plan
of reorganization.

Pending in FR 160's bankruptcy case is a renewed motion for case
dismissal filed by Flagstaff Ranch Golf Club, owner and operator
of various parcels within the Debtor's Flagstaff Ranch.  FRGC also
seeks in the alternative a conversion of FR 160's Chapter 11 case
to Chapter 7.  According to FRGC, Judge Baum denied confirmation
of the Debtor's Plan after finding that the "dirt for debt"
surrender option, that was a central provision in the Plan, failed
to provide FRGC with the indubitable equivalent of its claim.  The
Court, FRGC added, also found that the failure to provide payment
to FRGC for the Debtor's ongoing dues also rendered the Plan
unfeasible.

                          About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  In January 2011, to resolve disputes
with the golf club, the parties entered into an agreement where
FR 160 delivered to the golf club a promissory note in the amount
of $4,950,000, a promissory note of $720,000 and a deed of trust
on the real property.  FR 160 failed to make certain payments and
the golf club initiated the non-judicial foreclosure process.
FR 160 commenced bankruptcy to stop the trustee's sale of the
property.  It filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent creditor
Flagstaff Ranch Golf Club as counsel.


FRANK PARSONS: Int'l Paper's Response Deadline Today
----------------------------------------------------
In the lawsuit, EDWARD T. GAVIN, as Trustee of the FPI Liquidating
Trust, Plaintiff, v. INTERNATIONAL PAPER COMPANY, Defendant, Adv.
Proc. No. 12-00895-RAG (Bankr. D. Md.), Bankruptcy Judge Robert A.
Gordon on March 19, 2013, signed off on a sixth stipulation and
consent order extending International Paper's time to file an
answer, motion or otherwise to the Complaint to March 22, 2013.  A
copy of the stipulation is available at http://is.gd/knkeOVfrom
Leagle.com.

                       About Frank Parsons

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

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

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

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

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

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


FREDERICK'S OF HOLLYWOOD: Delays Form 10-Q for Jan. 26 Quarter
--------------------------------------------------------------
Frederick's of Hollywood Group Inc. notified the U.S. Securities
and Exchange Commission that it will be delayed in filing its
quarterly report for the period ended Jan. 26, 2013.

The Company said it has limited staff involved in financial
statement management and reporting.  In accordance with Rule 12b-
25 under the Securities Exchange Act of 1934, the Company
anticipates filing its Form 10-Q no later than five calendar days
following the prescribed due date.

                    About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

The Company incurred a net loss of $6.43 million for the year
ended July 28, 2012, compared with a net loss of
$12.05 million for the year ended July 30, 2011.

The Company's balance sheet at Oct. 27, 2012, showed $42.66
million in total assets, $48.44 million in total liabilities and a
$5.77 million total shareholders' deficiency.


FRIENDSHIP DAIRIES: Court OKs Robbins Salomon Replacing Levenfeld
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Friendship
Dairies obtained permission from the U.S. Bankruptcy Court to
retain Robbins, Salomon & Patt, Ltd., as counsel of record in the
Chapter 11 case in place of Levenfeld Pearlstein LLC.

As reported in the Troubled Company Reporter on Feb 12, 2013, on
Nov. 13, 2012, the Bankruptcy Court entered an order authorizing
the retention of Levenfeld to represent the Committee.

On Nov. 30, 2012, Steve Jakubowski -- who has been the lead lawyer
handling the representation of the Committee in the case -- left
Levenfeld and joined Robbins Salomon.  The Committee wants to
continue to retain the services of Mr. Jakubowski and substitute
Robbins Salomon as its lead counsel in place of Levenfeld,
effective as of Dec. 3, 2012.

Steve Jakubowski attests that Robbins Salomon does not hold any
interest adverse to the estate with respect to the matter on which
it is to be employed.

                     About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FRONTIER COMMUNICATIONS: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has affirmed Frontier Communications Corporation's
(NYSE: FTR) ratings as follows:

-- Issuer Default Rating (IDR) at 'BB+';
-- Senior unsecured $750 million revolving credit facility due
    2014 at 'BB+'; and
-- Senior unsecured notes and debentures at 'BB+'.

The Rating Outlook has been revised to Negative from Stable.

In addition, Fitch has reviewed the ratings of other Frontier
subsidiaries and issues and the rating actions are listed at the
end of this release.

Key Rating Drivers

The revision in the Outlook to Negative reflects Fitch's
expectation that Frontier will be challenged to return revenues to
growth over the next two to three years. Business services and
data services revenues declined modestly in 2012; historically,
local exchange carriers have been able to grow these revenues and
mitigate the erosion of voice revenues on overall financial
performance. The company has efforts underway to spur business and
data services revenue, but uncertainty remains regarding the rate
at which management can improve operations. Revenues have also
been affected by the net effect of reforms to intercarrier
compensation. Lastly, cost controls in 2013 are expected to
provide some offset to the continued revenue erosion, but savings
(a net $100 million) are smaller than the gains recognized through
2012 from acquisition synergies (which totaled approximately $653
million over the 2010 - 2012 period).

Modest Net Leverage Improvement Expected: In 2013, improvements in
Frontier's net leverage are likely to be modest. Other than a $503
million repayment of maturing debt in January 2013, further debt
reductions arising from maturing debt are not significant. Net
leverage in 2013 is expected to be flat with yearend 2012 at 3.2x,
and decline to 3.1x in 2014.

Ongoing Competitive Pressures: Frontier's operations are showing a
slow and relatively stable rate of decline due to competitive
pressures and technological substitution; the lack of material
employment growth has hurt the recovery of business services
revenue. There is also sustained pressure from competition on
business revenues, particularly in the small business area. This
in turn has led to sales force initiatives and expansion of
distribution channels (with an increase in costs). A key issue for
Frontier in 2013 will be to attract customers; churn levels of
existing residential customers have declined (a positive) and
revenues per residential customer have increased.

With the completion of the Verizon line integration, the company
states that it has realized $653 million of annual operating
synergies, much higher than the $500 million expected when the
transaction was announced. These synergies have enabled the
company to sustain its relatively strong margins-- around 47% over
2011 and 2012 -- in the face of strong competition.

Liquidity Solid: Supportive of the rating is Frontier's ample
liquidity, which is derived from its cash balances and its $750
million revolving credit facility. At Dec. 31, 2012, Frontier had
$1.327 billion in cash; pro forma for a Jan. 15, 2013 debt
repayment cash balances were still high at $824 million. Free cash
flow was approximately $351 million in 2012, relatively strong
considering capital spending remained elevated due to continued
expansion of broadband availability. Not included in FCF was $102
million of cash that was released from escrow accounts as
broadband buildout milestones were reached (escrow accounts were
required by regulators for regulatory approval). Fitch expects FCF
(net cash provided by operating activities less capital spending
and dividends) to be in the $330 million to $350 million range in
2013. Although lower EBITDA, higher interest expense and higher
cash taxes will reduce free cash flow, the effect is nearly offset
by lower capital spending and the elimination of integration and
acquisition related expenses (in 2012, $82 million of operating
expenses and $54 million of capital expenses) following the
completion of the Verizon line integration.

Frontier's expectations for 2013 capital spending range from $625
million to $675 million for its normal construction program plus
the tail end of broadband expansion spending, with the mid-point
down from the $748 million spent in 2012. In 2013, there will be
no spending on integration activities, as integration was
completed in 2012. The company has been spending capital on fiber
to the cell tower projects, but expects this spending to wind down
in 2013. In 2013, cash taxes are expected to rise to a range of
$125 million to $150 million, up from a nominal $5 million in
2012.

Credit Facility and Debt Maturities: The $750 million senior
unsecured credit facility is in place until Jan. 1, 2014; Fitch
expects the company to renew the existing facility or put in place
a new facility during 2013. The facility is available for general
corporate purposes but may not be used to fund dividend payments.
The main financial covenant in the revolving credit facility
requires the maintenance of a net debt-to-EBITDA level of 4.5x or
less during the entire period. Net debt is defined as total debt
less cash exceeding $50 million.

The company has a $40 million unsecured letter of credit facility
maturing Sept. 20, 2013. The facility has no financial ratio
covenants, and other negative covenants are similar to those in
its existing facility. A letter of credit was issued to the West
Virginia PSC to guarantee capital expenditure commitments in the
state with respect to the acquisition of the Verizon lines.

Frontier has approximately $561 million of debt due in 2013 (of
which $503 million has already been repaid), $258 million due in
2014, and $733 million due in 2015.

RATING SENSITIVITIES

Considerations for a Downgrade:
-- If the company's net leverage is 3.3x or above at yearend
    2013, and/or if the company does not succeed in generating
    positive revenue growth in business and data services, the
    rating would be downgraded.

Considerations for a Stable Rating Outlook:

-- Fitch would expect to see net leverage on a sustainable
    downward path, indicating progress in stabilizing EBITDA and
    reducing debt. In addition, the company's business services
    and data service revenues must demonstrate growth.

Fitch has affirmed the following ratings and revised the Outlook
to Negative from Stable:

Frontier North Inc.
-- IDR at 'BB+';
-- $200 million unsecured notes due 2028 at 'BBB-'.

Frontier West Virginia
-- IDR at 'BB+';
-- $50 million private placement notes due 2029 at 'BBB-'.


FRONTIERS MEDIA: Gay Magazine Publisher Files Bankruptcy
--------------------------------------------------------
Wehoville.com reports that Frontiers Media, publisher of Southern
California's leading gay magazine, filed for Chapter 11 bankruptcy
protection on March 6 in U.S. Bankruptcy Court for the Central
District of California, listing liabilities of $3.2 million and
assets of $342,000, only $58,000 of which is in cash.

The report says the company's largest creditor is Wells Fargo
Bank, to which it owes $1.6 million.  Another major creditor, owed
$242,000, is the estate of Mark Hundahl, who, until his death in
December, was co-owner of Frontiers LA with publisher and owner
David Stern.  Mr. Stern himself argues he is owed $191,600.  Other
major creditors are printers, lawyers and the landlord for
Frontiers' offices at 5657 Wilshire Blvd. in Los Angeles.  The
company also owes freelance writers.

According to the report, Mr. Stern said a 90-day operating budget
was approved by the judge on March 11, and ensures that employees
and writers would be paid.

The report relates citing the latest court filings, says the
bankruptcy judge still has to rule on Frontiers' proposal to pay
its creditors and the restructuring of its business.  The report
notes two proposals have met objections from

The report relates Peter Anderson, the court-appointed bankruptcy
trustee, has filed objections to two requests by Frontier:

     1. Payment to Mr. Stern of $150,000 a year.  The trustee
argued that in the 12 months preceding the bankruptcy filing Mr.
Stern was paid only $82,296; and

     2. . Car allowance for Mr. Stern of $978 a month to pay for
his Fiat 500 HB 2012 and a business expense allowance of $785 a
month.  The trustee sid both payments exceed the amounts given to
Mr. Stern in the previous 12 months.

The report notes Frontiers, whose 31st anniversary will be
celebrated in April, distributes 30,000 copies twice-monthly
throughout Southern California, with circulation concentrated in
San Diego, Long Beach, West Hollywood and Palm Springs.

"Our circulation and advertising base remain strong, and we fully
expect to emerge from the reorganization process on sound
financial ground. Filing under Chapter 11 will not only allow
Frontiers to publish its biweekly editions while restructuring
certain legacy costs, but also to propose a future operations plan
to the court that further enhances the company's value," Mr. Stern
said, according to the report.


GAC STORAGE: Judge Rejects Plan, Grants Wells Fargo Stay Relief
---------------------------------------------------------------
Bankruptcy Judge Jacqueline P. Cox issued an Amended Memorandum
Opinion on March 19, 2013, available at http://is.gd/9CIXs1from
Leagle.com, denying confirmation of GAC El Monte, LLC's Third
Amended Plan of Reorganization and granting Wells Fargo Bank,
N.A.'s motion for relief from the automatic stay.

Among others, the Court said the Debtor has not carried its burden
of proving by a preponderance of the evidence that its Plan is
feasible.  The Debtor presented no credible evidence to support
its contention that the Debtor will be able to finance the
proposed nearly $8.2 million balloon payment to the Bank at the
end of the 7-year Plan term.

Judge Cox said the Plan relies on highly speculative revenue
projections, the achievement of which are not supported by the
evidence.  According to the Bank's feasibility expert, MCA
Financial Group, Ltd., if the Debtor's property fails to meet its
forecasted cash flow by 10%, it will lead to substantial
deficiencies throughout the Plan term.

The Debtor owns and operates a self-storage facility comprised of
two buildings containing 126,000 square feet of storage space
located at 11310 Stewart St., El Monte, California.

In 2006, the Debtor obtained a construction loan in the amount of
$11,900,000 from Lehman Brothers to finance construction of the
Property.  In February 2008, the Debtor entered into a Loan
Agreement with Wachovia Bank, N.A., predecessor-in-interest to
Wells Fargo Bank, N.A., in the amount of $12,650,000 to refinance
the original construction loan and to complete the construction
and development of the Property.

On Sept. 8, 2010, Wachovia issued a Notice of Default and Election
to Sell due to the Debtor's failure to pay the remaining balance
of $12,041,222 by the Loan's maturity date.  Shortly thereafter,
the Supreme Court of the State of California, County of Los
Angeles appointed Trigild Inc. as the receiver for the Property.

The Court also found that the Debtor has failed to demonstrate a
reasonable possibility of executing a successful reorganization
within a reasonable period of time.  The Debtor's bankruptcy case
has been pending for over a year, during which period of time it
has not been able to propose a confirmable plan of reorganization.
The Debtor also has failed to establish that there is equity in
the Property.  The parties do not dispute the $8.1 million value
of the Property, or the Bank's $12.4 million claim amount.  At
$8.1 million in value with a claim amount of $12.4 million, the
Court said the Debtor does not have an equity in the Property.

The Court previously entered separate orders denying confirmation
and lifting the automatic stay on Feb. 28, 2013.  Those orders
stand, Judge Cox said.

        About GAC Storage & Makena Great American Anza Co.

GAC Storage Lansing LLC -- which owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois -- filed for Chapter 11 bankruptcy
(Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.  Jay S.
Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure, Esq.,
at Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor
as counsel.  Robert M, Fishman, Esq., and Gordon E. Gouveia, Esq.,
at Shaw Gussis Fishman Glantz Wolfson, & Towbin LLC, in Chicago,
represents the Debtor as local counsel.  It estimated $1 million
to $10 million in assets and debts.  The petition was signed by
Noam Schwartz, secretary and treasurer of EBM Mgmt Servs, Inc.,
manager of GAC Storage, LLC.

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- a commercial shopping center
developers in Southern California, filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago.
Anza leads the way in the acquisition and development of
"A-Location" small commercial shopping centers and corner
properties in Southern California.  Lawyers at Shaw Gussis Fishman
Glantz Wolfson & Towbin, LLC, in Chicago, and Bernstein, Shur,
Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel to the
Debtor.  Makena disclosed $13,938,161 in assets and $17,723,488 in
liabilities.

Other affiliates that sought bankruptcy protection are GAC Storage
Copley Place LLC, GAC Storage El Monte LLC, and San Tan Plaza LLC.
The cases are being jointly administered under lead case no.
11-40944.

At the behest of lender Bank of America, N.A., the Bankruptcy
Court dismissed the Chapter 11 case of San Tan Plaza, as reported
by the Troubled Company Reporter on July 17, 2012.


GARLOCK SEALING: Granted Limited Access to 2019 Exhibits
--------------------------------------------------------
The Hon. Leonard P. Stark of the U.S. District Court for the
District of Delaware overturned rulings by a bankruptcy court and
granted Garlock Sealing Technologies LLC limited access to
information filed in nine asbestos-related bankruptcy cases.

Garlock, a manufacturer of sealing products, and its two
affiliates filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Western District of North Carolina to
establish a trust to resolve all more than 100,000 current and
future asbestos claims against the company.  The North Carolina
Bankruptcy Court has scheduled a trial to estimate Garlock's
liability for mesothelioma claims.  In preparation of the
estimation proceedings, Garlock sought access to exhibits attached
to statements filed pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure.  According to Garlock, the Rule 2019
exhibits will help it prove that its liability to asbestos claims
is not as large as the victims' lawyers' claims.  Garlock filed
the request in numerous asbestos-related bankruptcies, including
the bankruptcy cases of ACandS, Inc., Armstrong World Indus.,
Inc., Combustion Eng'g, Inc., Flintkote Co., et al., Kaiser
Aluminum Corp., et al., Owens Corning, United States Mineral
Products Co. d/b/a Isoletek Int'l, USG Corp., et al., and WR.
Grace & Co., et al.

The Delaware Bankruptcy Court and the Western District of
Pennsylvania Bankruptcy Court denied Garlock's motion to access,
holding that it was not permitted to intervene because it lacked
standing to do so at such a late stage in the Chapter 11
proceedings in which, for the most part, Garlock had not
previously participated.  Moreover, the Bankruptcy Courts said
Garlock could not assert the public right to access because it is
not and was not a party and has no claims in any of the cases.

On the issue of standing, Judge Stark agreed with Garlock and
concluded that the Third Circuit has routinely found, as have
other courts, that third parties have standing to challenge
protective orders and confidentiality orders in an effort to
obtain access to information or judicial proceedings.  Because
Garlock is a member of the public and faces an obstacle to
obtaining access to the Rule 2019 exhibits, it has standing, Judge
Stark ruled.

Judge Stark further concluded that the Rule 2019 exhibits are
judicial records and there is a presumptive right of public access
to them.  The Third Circuit, Judge Stark said, has explained that
public access promotes, among other things, public confidence in
the judicial system by enhancing testimonial trustworthiness and
the quality of justice dispensed by the court.  In this case, the
presumption of access has not been rebutted, Judge Stark pointed
out.

Judge Stark, however, set certain limitations to Garlock's access
of the 2019 exhibits.  Garlock, Judge Stark directed, is to be
provided access to the 2019 Exhibits solely for the purpose of
using them in connection with the estimation proceedings in its
own bankruptcy case.  Garlock may not publicly disclose
information contained in the 2019 Exhibits except in an aggregate
format that does not identify any individual.  Moreover, before
there is any disclosure of the information Garlock divines from
the 2019 Exhibits, Garlock must first propose to the North
Carolina Bankruptcy Court an appropriate form of protective order
for that Court to consider. Additionally, Garlock is not seeking
retention agreements between lawyers and potential claimants and
Garlock will not be granted access to those retention agreements,
Judge Stark said.

The case is IN RE: Motions for Access of Garlock Sealing
Technologies LLC, Civ. No. 11-1130-LPS (D. Del.).  A full-text
copy of Judge Stark's Opinion dated March 15 is available at
http://is.gd/1VWqcbfrom Leagle.com.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.

Garlock said in the Disclosure Statement that all asbestos claims
must be paid in full.  Full payment enables the plan to allow
continued ownership by parent EnPro Industries Inc.

The Plan will create a trust to fund payment to present and future
asbestos claimants.  For currently existing claims, the trust will
have insurance proceeds plus cash from Garlock together with a
promise from EnPro to provide up to $30 million over time.  For
future claims, the trust will receive $60 million from Garlock
plus a secured promise by Garlock to supply an additional
$140 million.  The promise will be secured by 51% of Garlock's
stock.


GARLOCK SEALING: Duplicates Delaware Victory in Pittsburgh
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Garlock Sealing Technologies LLC won a second appeal
this month when the U.S. District Court in Pittsburgh reversed the
bankruptcy court and allowed access to information designed to
help build a defense to mesothelioma claims in its Chapter 11
reorganization pending in North Carolina.

The report relates that early this month, a district judge in
Delaware disagreed with U.S. Bankruptcy Judge Judith K.
Fitzgerald, who has been overseeing asbestos cases in Pittsburgh.
The Delaware district judge granted a request by Garlock to see
client lists that were filed by lawyers under Bankruptcy Rule
2019.

According to the report, on March 19, U.S. District Judge Nora
Barry Fischer in Pittsburgh adopted the opinion and reasoning of
the Delaware district judge and ordered additional documents
turned over to Garlock, with protections to insure
confidentiality.

The appeal in Pittsburgh, the report relates, pertained to
asbestos cases that were pending in Pennsylvania.  The prior
Delaware appeal dealt with asbestos bankruptcies in Delaware.

The stock closed up three cents March 19 at $49.08 in New York
Stock Exchange trading. The three-year closing high was $49.74 on
July 19, 2011.

The Pennsylvania opinion on appeal was made in Garlock Sealing
Technologies LLC v. Pittsburgh Corning Corp. (In re Pittsburgh
Corning Corp.), 11-cv-01460, U.S. District Court, Western District
of Pennsylvania (Pittsburgh).  The Delaware opinion was made in
In re Motions for Access of Garlock Sealing Technologies LLC,
11-1120, U.S. District Court, District of Delaware (Wilmington).

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.

Garlock said in the Disclosure Statement that all asbestos claims
must be paid in full.  Full payment enables the plan to allow
continued ownership by parent EnPro Industries Inc.

The Plan will create a trust to fund payment to present and future
asbestos claimants.  For currently existing claims, the trust will
have insurance proceeds plus cash from Garlock together with a
promise from EnPro to provide up to $30 million over time.  For
future claims, the trust will receive $60 million from Garlock
plus a secured promise by Garlock to supply an additional
$140 million.  The promise will be secured by 51% of Garlock's
stock.


GENERAL AUTO: Wants to Hire Jackson Group as Appraiser
------------------------------------------------------
General Auto Building, LLC, seeks court permission to employ
Jackson Group NW, Inc., as its Appraiser.

The Debtor previously obtained an order of the court to employ
Cassinelli Jackson, LLC, as its appraiser.  Paul Jackson, one of
the members of Cassinelli Jackson, completed an appraisal of the
General Automotive Building. Since that time, Paul Jackson left
Cassinelli Jackson and established Jackson Group.

The professional services Jackson Group is to render include an
updated summary appraisal report to estimate the "as is market
value" of the subject property, which will be prepared to conform
to the Uniform Standards of Professional Appraisal Practice.
Jackson Group also will prepare for and provide testimony at
hearings in the bankruptcy case, to the extent necessary.

Subject to Court approval, the Debtor has agreed to compensate
Jackson Group with a flat fee of $3,500 for the updated summary
appraisal report.  To the extent Jackson Group provides additional
consultation services after the appraisal is completed or
testifies on the Debtor's behalf, Jackson Group will be
compensated at the rate of $200 per hour.

To the best of the Debtor's knowledge, the partners and associates
of Jackson Group do not have any connection with Debtor, its
creditors, any other party in interest, or their attorneys or
accountants.

                    About General Auto Building

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Albert N.
Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve
as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

According to the Third Amended Disclosure Statement, generally,
the Plan provides that, among other things: (a) all membership
interests in the Debtor will be canceled on the Effective Date;
(b) North Park Development will purchase a $400,000 membership
interest in Reorganized Debtor; and (c) all Insiders and Creditors
of Debtor are offered the opportunity to purchase membership
interests in the Reorganized Debtor in $50,000 increments.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.


GENERAL MOTORS: Hedge Funds and Trust Fail in Settlement Talks
--------------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reported that Elliott
International LP and a unit of Fortress Investment Group LLC are
among hedge funds that failed to reach an agreement with the trust
liquidating General Motors' old assets over $3 billion in claims
related to the automaker's 2009 bankruptcy filing, according to
court papers.

The dispute stems from a settlement made between the hedge funds
and a Canadian unit of GM the day of the bankruptcy filing. The
trust liquidating the old assets, called Motors Liquidation
Company GUC Trust, seeks to reduce or eliminate the claims that
the hedge funds negotiated, the Bloomberg report related.

Bloomberg recalled that General Motors Co.'s Chief Financial
Officer, Daniel Ammann, testified in past hearings that a negative
outcome in the dispute over the Canadian notes could cost the
automaker, now out of bankruptcy, as much as $918 million, or 50
cents a share.

Through the settlement, the note holders had a $3 billion claim
against Old GM's estate, more than the $1 billion face value of
their notes, according to lawsuit, Bloomberg cited.

Mediation "has now concluded without the parties reaching a
settlement," lawyers for the trust wrote, according to Bloomberg.

Bloomberg related that the trust sued four hedge funds in
Manhattan bankruptcy court last March, alleging that while GM was
preparing its bankruptcy filing on June 1, 2009, the funds, which
held notes in a Canadian unit of GM, "saw an eleventh-hour
opportunity for profit and pounced."  The four funds, which bought
stakes in the Nova Scotia unit before the filing, negotiated the
terms of the Nova Scotia notes' claim based on issues such as an
intercompany loan just before the bankruptcy filing.

The current note holders are Elliott International LP, Liverpool,
LP, Drawbridge DSO Securities LLC, Drawbridge OSO Securities LLC,
FCOF UB Securities LLC and Morgan Stanley & CO. International Plc,
according to court papers. FCOF is a unit of Fortress.

The notes at issue -- 8.375 percent notes due in 2015 and the
8.875 percent notes due in 2023 -- both recently traded at the
same price, 44.13 cents on the dollar, up 1 percent from their low
of 43.75 cents on the dollar on March 18, the Bloomberg report
related, citing Trace, the bond price reporting system of the
Financial Regulatory Authority.

The adversary case is Motors Liquidation Company GUC Trust v.
Appaloosa Investment Limited Partnership I, 12- 09802, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                     About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

General Motors Corp. and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


GRANT FAMILY FARMS: Pre-Bankruptcy Lender Wins Auction
------------------------------------------------------
The Coloradoan reports that Localization Partners LLC, which
extended a $1.5 million loan to Grant Family Farms prior to the
bankruptcy filing, placed the high bid of $45,000 for the firm's
nine leases, along with a winning bid of $40,000 for the
intellectual property, at an auction held Wednesday.  The auction
was closed to the public.  The bids are subject to bankruptcy
court approval.

According to the report, Localization Partners co-founder Michael
Brownlee said following the three-hour auction in Louisville that
his group intends to use the land formerly leased by Grant for
organic farming and is negotiating with a farmer to work the land.
He did not announce further details about the farmer or potential
agreement.

The report relates Joli Lofstedt, the trustee overseeing Grant
Farms' bankruptcy liquidation, auctioned off the farm's
intellectual property and nine separate land leases covering a
combined 771 acres of organic farmland.  The intellectual property
covers everything from trademarks, such as Grant Family Farms and
Owl Canyon, to website domain names and customer databases.

The report says Silver Reef Farms Holding LLC, Mount Farms LLC and
Richard Fisher placed the backup bid of $43,000 on the land
leases.

Grant Family Farms in Wellington, Colorado, filed for Chapter 7
bankruptcy on Dec. 28.  Grant Family Farms --
http://grantfarms.com/-- is an organic Community Supported
Agriculture, or CSA, farm.  The bankruptcy petition lists the
farm's estimated assets between $500,001 and $1 million, with
estimated liabilities of $1 million to $10 million.  The farm's
creditors are listed in the 200 to 999 range.


GREAT BASIN: Van Eck Discloses 7.3% Equity Stake at Feb. 8
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Van Eck Associates Corporation disclosed
that, as of Feb. 8, 2013, it beneficially owns 40,178,947 common
Shares of Great Basin Gold Ltd. representing 7.27% of the shares
outstanding.  The 40,178,947 Common Shares are held within mutual
funds and other client accounts managed by Van Eck Associates
Corporation, none of which individually own more than 5% of the
outstanding shares.  A copy of the filing is available at:

                        http://is.gd/051lpr

Great Basin Gold Ltd. is incorporated under the laws of the
Province of British Columbia and its registered address is 1108-
1030 West Georgia Street, Vancouver BC, Canada.  Great Basin Gold
Ltd., including its subsidiaries, is a mineral exploration and
development company with two operating assets, both in the
production build-up phase, the Hollister Project on the Carlin
Trend in Nevada, USA and the Burnstone Project in the
Witwatersrand Goldfields in South Africa.  Over and above the
exploration being conducted at the above mentioned properties,
greenfields exploration is being undertaken in Tanzania and
Mozambique.

The Company's balance sheet at June 30, 2012, showed
C$888.03 million in total assets, C$403.41 million in total
liabilities, and stockholders' equity of $484.62 million.

According to the Company's quarterly report for the period ended
June 30, 2012, the operational performance from the Nevada and
South African operations resulted in a net working capital deficit
of approximately C$23 million on June 30, 2012.  "The working
capital deficit at June 30, 2012, indicates an uncertainty which
may cast substantial doubt about the Company's ability to continue
as a going concern."


GULF COLORADO: Trustee Has Final Approval for Cox Smith as Counsel
------------------------------------------------------------------
The Bankruptcy Court approved on a final basis the request of
Ronald Hornberger, the Chapter 11 Trustee for the bankruptcy
estate of Gulf, Colorado & San Saba Railway Corporation, to employ
Cox Smith Matthews Incorporated as counsel for the Chapter 11
Trustee, effective as of Dec. 12, 2012.

As reported by the Troubled Company Reporter on Jan. 30, 2013, the
professional services to be provided to the Trustee and the estate
by the firm will include, without limitation:

  (a) to advise and consult with the Trustee concerning legal
      questions regarding all aspects of the bankruptcy case,
      including issues regarding administering and liquidating the
      bankruptcy estate's assets, sale or lease of such assets,
      claims and objections to claims, and any appropriate
      litigation including avoidance actions or affirmative claims
      of the estate against third parties (in both the bankruptcy
      court and other necessary judicial forums);

  (b) to prepare on behalf of the Trustee necessary applications,
      answers, complaints, motions, objections, responses, orders,
      reports, and any other pleadings and court filings deemed
      necessary by the Trustee; and

  (c) to assist the Trustee in preserving and protecting the
      assets of the bankruptcy estate for distribution to
      creditors and other stakeholders, contacting such parties
      and potentially negotiating with relevant creditors and
      parties-in-interest.

The primary attorneys and legal assistants within the firm who
will represent the Trustee and their current hourly rates are:

     Patrick L. Huffstickler, Shareholder     $450
     Thomas Rice, Shareholder                 $395
     Meghan E. Bishop, Associate              $330
     Allison C. Seifert, Legal Assistant      $160

The Trustee believes the firm does not hold or represent an
interest adverse to the estate and the firm and the firm's
attorneys are disinterested persons under 11 U.S.C. Sec. 101(14).

                            About GCSR

Gulf, Colorado & San Saba Railway Corporation operates the Gulf,
Colorado and San Saba Railway, a former Atchison, Topeka and Santa
Fe Railway "San Saba branch line."  The Railway is a short-line
freight railroad headquartered in Brady, Texas and operates from
an interchange with the BNSF Railway at Lometa, Texas 67.5 miles
west to Brady, Texas.  The Railway is located within the counties
of Lampasas, Mills, San Saba and McCulloch, Texas.

The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No.
12-11531) on July 3, 2012.  Judge H. Christopher Mott presides
over the case.  Frances A. Smith, Esq., and Subvet D. West, Esq.,
at Shackelford Melton & McKinley, in Dallas, Tex., represented the
Debtor as counsel.  In its schedules, the Debtor disclosed
$24,534,864 in total assets and $3,710,371 in total liabilities.
The petition was signed by Richard C. McClure, president and CEO.

Ronald Hornberger was named as Chapter 11 trustee to oversee the
Debtor's operations through its employees.


H&M OIL: Wants to Employ Chamberlain Hrdlicka as Counsel
--------------------------------------------------------
Douglas J. Brickley, the Chapter 11 trustee of H&M Oil & Gas LLC
and Anglo-American Petroleum Corporation, seek court permission to
employ Chamberlain, Hrdlicka, White, Williams & Aughtry as
counsel.

On Feb. 1, 2013, Brian A. Kilmer joined Chamberlain's Houston
office as a shareholder in the firm's Bankruptcy, Restructuring &
Creditors' Rights Practice Group.  Before joining Chamberlain, Mr.
Kilmer was a partner of Okin Adams & Kilmer LLP, where he served
as counsel to the Trustee since Nov. 21, 2012.

Mr. Kilmer is now a shareholder at Chamberlain and is no longer a
partner of Okin Adams.  Mr. Kilmer and Chamberlain will do their
best to avoid duplication of efforts.  Mr. Kilmer's time will be
billed at the same rate at which it was billed when he was partner
at Okin Adams.

     Brian Kilmer          Shareholder       $375
     Brian Roman           Associate         $305
     Renee Bayer           Associate         $215
     Dana Drake            Legal Assistant   $135

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

                          About H&M Oil

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.  H&M Oil
disclosed $297,119,773 in assets and $77,463,479 in liabilities as
of the Chapter 11 filing.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.  Lain Faulkner & Co., PC, serves as financial adviser.

The Debtor filed a Plan in October 2012, designed to pay lender
Prospect Capital Corp. by delivery of crude oil rather than cash.

In November 2012, the bankruptcy judge approved the appointment of
a trustee to replace management.  The advent of a trustee
automatically allows creditors to file reorganization plans.  In
addition to seeking appointment of a trustee, Prospect had been
seeking permission to file a plan competing with H&M's.

Douglas J. Brinkley, of The Claro Group, LLC, has been appointed
as the Chapter 11 trustee.  The U.S. Trustee selected Mr. Brinkley
following after consultation with Keith Harvey, counsel for the
Debtors, and Jason Brookner, counsel for the creditor.


H&M OIL: Court Okays Claro Group as Trustee's Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Douglas J. Brickley, the Chapter 11 trustee in the
H&M Oil & Gas, LLC, and Anglo-American Petroleum Corp. bankruptcy
case, to employ Claro Group, LLC, as financial advisor and
consultant, nunc pro tunc to Nov. 29, 2012.

The Troubled Company Reporter reported on Jan. 29, 2013, that
Claro will, among other things:

      a. analyze the cash position and cash needs of the Debtor;

      b. analyze claims against assets held by the Debtor;

      c. provide technical and analytical support with regard to
         the abandonment, return or liquidation of the Debtors'
         assets;

      d. provide technical and analytical support in connection
         with the preparation or amendment of the Debtors'
         schedules and statement of financial affairs, if
         necessary; and

      e. prepare operating reports and financial statements.

Claro will be paid at these hourly rates:

         Managing Directors                    $450-$495
         Directors                $325-$440
         Managers/Sr. Managers/Sr. Advisors    $250-$400
         Analysts/Consultants/Sr. Consultants  $150-$295
         Admin                                  $90-$115

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

                          About H&M Oil

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.  H&M Oil
disclosed $297,119,773 in assets and $77,463,479 in liabilities as
of the Chapter 11 filing.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.  Lain Faulkner & Co., PC, serves as financial adviser.

The Debtor filed a Plan in October 2012, designed to pay lender
Prospect Capital Corp. by delivery of crude oil rather than cash.

In November 2012, the bankruptcy judge approved the appointment of
a trustee to replace management.  The advent of a trustee
automatically allows creditors to file reorganization plans.  In
addition to seeking appointment of a trustee, Prospect had been
seeking permission to file a plan competing with H&M's.

Douglas J. Brinkley, of The Claro Group, LLC, has been appointed
as the Chapter 11 trustee.  The U.S. Trustee selected Mr. Brinkley
following after consultation with Keith Harvey, counsel for the
Debtors, and Jason Brookner, counsel for the creditor.


H&M OIL: Counsel Withdraws Motions Following Trustee Appointment
----------------------------------------------------------------
Since a Trustee has been appointed in the bankruptcy cases of H&M
Oil & Gas LLC and Anglo-American Petroleum Corp., the Debtors'
Counsel has withdrawn its:

   * Amended Motion to Use Cash Collateral;

   * Motion to Assume Executory Contract;

   * Application for Compensation Motion for Order an Order
     Establishing Procedures;

   * First Amended Application for Approval of Employment of
     Russell K. Hall and Associates, Inc., as Valuation Experts
     for Debtors-in-Possession Nunc Pro Tunc as of October 1,
     2012;

   * Motion to Use Cash Collateral; and

   * Amended Motion for Second Interim Orders Authorizing the
     Debtor to Use Cash Collateral.

                          About H&M Oil

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.  H&M Oil
disclosed $297,119,773 in assets and $77,463,479 in liabilities as
of the Chapter 11 filing.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.  Lain Faulkner & Co., PC, serves as financial adviser.

The Debtor filed a Plan in October 2012, designed to pay lender
Prospect Capital Corp. by delivery of crude oil rather than cash.

In November 2012, the bankruptcy judge approved the appointment of
a trustee to replace management.  The advent of a trustee
automatically allows creditors to file reorganization plans.  In
addition to seeking appointment of a trustee, Prospect had been
seeking permission to file a plan competing with H&M's.

Douglas J. Brinkley, of The Claro Group, LLC, has been appointed
as the Chapter 11 trustee.  The U.S. Trustee selected Mr. Brinkley
following after consultation with Keith Harvey, counsel for the
Debtors, and Jason Brookner, counsel for the creditor.


HALLWOOD GROUP: Extends Maturity of HFL Loan to June 2015
---------------------------------------------------------
The Hallwood Group Incorporated previously borrowed $10,000,000 in
May 2012 from Hallwood Family (BVI) L.P., a limited partnership
associated with Mr. Anthony J. Gumbiner, the Company's chairman,
chief executive officer and principal stockholder.

On March 11, 2013, the promissory note associated with the HFL
Loan was amended to primarily (i) extend the maturity date of the
HFL Loan by two years until June 30, 2015, and (ii) provide for an
additional advance of $300,000 under the promissory note.  A copy
of the amendment and extension is available for free at:

                        http://is.gd/aScmtp

The Company previously repaid $1,252,535 of principal to Hallwood
Family (BVI), L.P during 2012.  Upon receipt of the advance, the
total principal amount of the note outstanding is $9,047,464.

                       About Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.

The Company's balance sheet at June 30, 2012, showed $79.7 million
in total assets, $31.3 million in total liabilities, and
stockholders' equity of $48.4 million.

                           Going Concern

On April 24, 2012, the United States District Court in the
Adversary Proceeding (styled as Hallwood Energy, L.P. v. The
Hallwood Group Incorporated, Adversary No. 09-03082) issued a
Judgment awarding damages against the Company totaling
approximately $18,700,000 plus prejudgment and postjudgment
interest and court costs and plaintiff's attorneys' fees as may be
requested and awarded pursuant to a subsequent motion.

According to the regulatory filing, the Company satisfied the
Judgment, including prejudgment and postjudgment interest, in two
payments; $3,774,000 on May 4, 2012, and $17,947,000 on May 9,
2012.  "At June 30, 2012, the litigation reserve for the Hallwood
Energy Matters is $2,179,000.  The parties settled the amount of
court costs for approximately $101,000, which is expected to be
paid on or before Aug. 28, 2012.  While the Company will be
required to pay some additional amount of money to the plaintiffs
as compensation for their attorney fees related to the breach of
contract claim they prosecuted against the Company, the amounts
and timing of that payment are currently unresolved and will be
determined by the Bankruptcy Court (for the Northern District of
Texas).  The plaintiffs have alleged that they are entitled to
approximately $4,000,000 for attorney fees while the Company
contends that they should only recover a small fraction of that
amount.  In addition, the Company is in the process of appealing
to the Fifth Circuit Court of Appeals the portions of the Judgment
awarding a combined $17,947,000 on the plaintiffs' tort claims.
Because the initial appellate brief has not yet been filed, at
this point it is difficult to determine or approximate when the
appellate court might rule on the Company's appeal."

"In addition to its current available cash, to obtain additional
funds to satisfy the Judgment, in May 2012, the Company received
an $8,000,000 dividend from Brookwood and the $10,000,000 HFL
Loan."

"The Company's ability to receive additional cash dividends or
other advances from Brookwood above the permitted annual
discretionary dividend not to exceed 50% of Brookwood's net income
to repay the HFL Loan or for other purposes, is dependent upon
Brookwood obtaining consent from BB&T for such payments.  Any such
payments or advances would also be contingent upon the approval of
Brookwood's board of directors and Brookwood's ability to meet the
requirements of the Delaware corporate laws for the payment of
dividends and compliance with other applicable laws and
requirements."

"The aforementioned circumstances raise substantial doubt about
the Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 30, 2012.


HANOVER INSURANCE: Moody's Rates $175MM Debentures 'Ba1(hyb)'
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of The Hanover
Insurance Group (NYSE: THG, senior debt at Baa3) and the Hanover
Insurance Company (insurance financial strength (IFS) at A3).

Moody's also assigned a Ba1(hyb) subordinated debt rating to THG's
$175 million issuance of 40-year 6.35% fixed rate debentures.

Proceeds of the offering are expected to be used for general
corporate purposes including share repurchases. In the same rating
action, Moody's assigned provisional ratings to THG's new shelf
registration (provisional senior unsecured debt at (P)Baa3), from
which the debentures were issued. The outlook on the ratings is
stable.

Ratings Rationale

According to Moody's, the rating affirmations reflect the
company's good market position largely in small to mid-size
commercial lines accounts and low-to-moderate hazard specialty
business, strong relationships with its network of independent
agents and brokers, solid risk-adjusted capitalization and reserve
strength, as well as its investment in automation and predictive
modeling. These positive factors are partly offset by THG's high
(though reduced) cost structure, significant catastrophe exposure
as well as greater modeling and pricing error associated with its
international specialty business (Lloyd's vehicle Chaucer
Holdings, plc). THG's US primary business is regionally
concentrated with about 45% of business produced in four states --
Michigan, Massachusetts, New York, and New Jersey; however, the
company is increasing its commercial lines geographic presence in
the western US.

Profitability over the last two years has been challenged by large
weather-related loss accumulations and Northeast Hurricane
activity. The company has increased commercial lines pricing over
the last nine quarters (8% in Q4 2012) together with pricing
improvements in personal lines to address weather-related loss
activity (8% for auto and homeowners in Q4 2012) and to help
offset reduced investment income in the low interest rate
environment.

Contemplating the issuance of the notes (as well as a $46 million
debt reduction in Q1 2013), THG's pro forma adjusted financial
leverage is nearly 30%, which is modestly higher than actual
adjusted financial leverage of 28.7% at year-end 2012, which is
within Moody's expectations for the ratings. At December 31, 2012,
holding company investments (primarily fixed maturities and cash)
totaled $164 million. Moody's expects the company will keep
sufficient liquidity at the holding company to service one year's
worth of interest and common stock dividends. For 2013, Moody's
expects cash flow coverage will be solid (slightly in excess of
3x) reflecting $152 million of dividend capacity from the group's
insurance subsidiaries (without prior regulatory approval).

The rating agency said the following could lead to an upgrade of
Hanover's ratings: (1) continued strengthening of risk-adjusted
capitalization (as measured in part by gross underwriting leverage
consistently below 3.0 times), (2) sustained strength in operating
profitability (combined ratios including cats below 100%), (3)
EBIT coverage of interest consistently greater than 6x, and (4)
adjusted debt-to-capital consistently at or below the mid-20%
range. The following could lead to a downgrade of Hanover's
ratings: (1) adjusted debt-to-capital ratio above 35%, (2) EBIT
coverage of interest less than 4x, (3) large acquisition financed
by substantial debt, (4) decline in shareholders' equity by more
than 10% as a result of operating losses.

The following ratings were affirmed with a stable outlook:

The Hanover Insurance Group -- senior debt at Baa3; junior
subordinated debt at Ba1(hyb);

Hanover Insurance Company -- insurance financial strength at A3.

The following ratings were assigned:

Hanover Insurance Group, Inc. -- subordinated debt at Ba1(hyb),
senior unsecured shelf at (P)Baa3, subordinate shelf at (P)Ba1,
and preferred shelf at (P)Ba2.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Property and Casualty Insurers, published
in May 2010.

Hanover is among the top 25 property and casualty insurers in the
United States, offering P&C insurance products to individuals and
business owners through a targeted network of independent agents.
For 2012, THG reported premium revenues of $4.2 billion and net
income of $56 million. As of December 31, 2012, shareholders'
equity was approximately $2.6 billion.


HARPER BRUSH: Denied Plan Confirmation in December
--------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa denied confirmation of Harper Brush
Works, Inc.'s second amended plan of reorganization.  Judge
Shodeen has directed for the filing of a new combined disclosure
statement and plan.

The Plan contemplates that substantially all of the Debtor's
assets will be sold prior to confirmation.  The Court approved in
December last year the sale of the business for $3.45 million to
Cequent Consumer Products Inc.   In conjunction with the Sale
Motion, and as part of the sale process, the Debtor will change
its name from Harper Brush Works, Inc., to HBW Bankruptcy Estate,
Inc. at consummation of said sale.

The proceeds from the sale of the Debtor's assets will be held in
a trust account and disbursed pursuant to the Plan and
Confirmation Order on the Effective Date of the Plan.  Any assets
of the Debtor not sold pursuant to the Sale Motion will be sold or
otherwise liquidated either before or after the Effective Date and
said proceeds will be distributed pursuant to the Plan.

On the Effective Date of the Plan, the rights to bring actions for
recovery of preferential payments or avoidance of fraudulent
transfers or pursue claims against the Debtor's Directors and
Officers Insurance will be transferred to the Official Unsecured
Creditors Committee.  If the Official Unsecured Creditors
Committee is successful in recovering money from such actions,
such funds shall be disbursed pursuant to the terms of the Plan.

Payments and distributions under the Plan will be funded by the
following: funds on hand, proceeds from the sale of substantially
all of the Debtor's assets pursuant to the Asset Purchase
Agreement and Sale Motion, the sale, distribution or other
liquidation of any remaining assets not sold pursuant to the Asset
Purchase Agreement and Sale Motion, and recoveries, if any, from
pursuit of actions for avoidance of preferential payments and/or
fraudulent transfers and claims against the Debtor's Directors and
Officer's insurance.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.
Equity Partners CRB LLC serves as the Debtor's investment banker.

An official committee of unsecured creditors has been appointed in
the case.  Richard S. Lauter, Esq., and Thomas R. Fawkes, Esq., at
Freeborn & Peters LLP, in Chicago, represents the Committee as
general bankruptcy counsel.  Joseph A. Peiffer, Esq., at
Day Rettig Peiffer, P.C., in Cedar Rapids, Iowa, represents the
Committee as local counsel.


HOSTESS BRANDS: U.S. Bakery Tops Sweetheart, Eddy's Auction
-----------------------------------------------------------
Hostess Brands Inc. on March 19 disclosed that it has selected
United States Bakery's approximately $30.9 million offer as the
winning bid for the Company's Sweetheart(R), Eddy's(R), Standish
Farms(R), and Grandma Emilie's(R) bread brands, four bakeries, and
14 depots, plus certain equipment.

The United States Bakery offer was selected as the highest and
best bid at a March 15 auction.  The Company will ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
the transaction at a hearing on April 9.

The final offer represents a 2.8 percent increase over United
States Bakery's original stalking horse bid.

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

                       About Hostess Brands

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

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

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


HOSTESS BRANDS: Flower Says Wonder Bread Part of Long Term Plan
---------------------------------------------------------------
At an event hosted for financial analysts on March 20 and webcast
live over the Internet, executives of Flowers Foods commented on
the company's bid to acquire Hostess bread brands and bakeries.
Executives also provided an overview of the company's growth
objectives and operational strategies and discussed year-to-date
sales and earnings.  The meeting was held at the New York Stock
Exchange.

Regarding Flowers' pending acquisition of Hostess' Wonder,
Nature's Pride, Merita, Home Pride, and Butternut bread brands as
well as 20 bakeries and 38 depots, George E. Deese, chairman of
the board and chief executive officer, said, "The Hostess assets
would fit well with our long-term growth strategy.  We are pleased
with the outcome of the bankruptcy court review in which the court
approved the sale this week, subject to the finalizing of the
sales order, which we expect to occur shortly.  However, this
process is not over.  Now, the transaction must continue through
the regulatory process.  We anticipate completing the transaction
in the second half of the year.  Because the transaction is not
finalized and for competitive reasons, we will not share any
specific plans regarding the pending acquisition.

"This is an amazing time for Flowers Foods. Our long-term
commitment to investing in bakeries, constantly improving
efficiencies, delivering quality and the best customer service,
and building strong brands is paying good dividends for us.
Flowers Foods' year-to-date sales are up 20% to 25% and our
earnings outlook is strong," Mr. Deese said.  "We are adding new
customers and locations, and we believe we are maximizing the
opportunities available to us.  Recent acquisitions like Lepage
Bakeries in the Northeast and the Sara Lee brand of fresh bread,
buns, and rolls in California have helped us extend our geographic
reach. We have strong brands, great products, and a seasoned team-
-all factors that give me confidence in Flowers' ability to meet
or exceed our goals."

Allen L. Shiver, president of Flowers Foods, discussed from an
operations and sales standpoint how the company is well-positioned
for accelerated growth.  "Our strategy is proven.  Our brands,
such as Nature's Own and Tastykake, are well established and
deliver consistent quality and great taste. Flowers' bakeries are
among the most efficient in the country.  Our distribution
networks for DSD ("direct-store-delivery") and our warehouse
segments are effective in delivering the products our customers
need.  And we believe the Flowers team is simply the best in the
industry," said Mr. Shiver.

Bradley K. Alexander, president of Flowers Bakeries, provided an
update of the company's recent Lepage Bakeries integration, as
well as an overview of Flowers' roll out of Sara Lee fresh breads,
buns, and rolls in California following the completion of the
acquisition from BBU, Inc.

In his comments, R. Steve Kinsey, executive vice president and
chief financial officer, said, "We are very optimistic about our
fiscal 2013 outlook.  We are seeing strong sales and earnings
trends, and we expect to deliver a strong first quarter.  However,
due to the pending Hostess transaction, we are limited in regard
to the information we can provide on the full year."

Mr. Deese closed the meeting by reiterating his confidence in the
Flowers team.  "While the marketplace dynamics and competitive
landscape continue to evolve, I am more confident than ever in
Flowers Foods' ability to execute our strategies and continue to
deliver value to our shareholders, our customers, and our
consumers," he said.

Flowers Foods broadcast the event live over the Internet.  The
archived presentation can be accessed on the company's Web site
http://www.flowersfoods.com


                       About Hostess Brands

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

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

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


HOSTESS BRANDS: Plan Exclusivity Extended to July 11
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. received approval from the
bankruptcy judge of an extension of its exclusive right to file a
reorganization plan until July 11.  There were no objections.  No
more extensions are possible because Congress limited exclusivity
to the first 18 months in Chapter 11.

According to the report, the company's lawyers also settled an
objection from the U.S. Trustee about the payment of fees. The
Justice Department's bankruptcy watchdog was concerned that there
won't be cash left to pay all expenses of the Chapter 11 case
after secured creditors receive proceeds from sale of their
collateral.  In settlement, professionals agreed to the
continuation of 10% holdbacks on past and future fee payments.

At the hearing March 19, the bankruptcy approved three sales
totaling about $802 million.  Apollo Global Management LLC and C.
Dean Metropoulos & Co. were authorized to buy the snack-cake
business for $410 million after no competing bids were received.
Flowers Foods Inc. has approval to buy most of the bread business,
including the Wonder bread brand, for $360 million.  As the result
of an auction, Mexican baker Grupo Bimbo SAB has permission to buy
the Beefsteak rye bread business for $31.9 million.  With other
sales in process, a Hostess lawyer told the bankruptcy judge that
proceeds may exceed $900 million.  The next hearing for sale
approval will take place April 9 in White Plains, New York.
United States Bakery Inc. was forced to raise its offer by
$2 million to $30.85 million to buy the Sweetheart, Eddy's,
Standish Farms and Grandma Emilie's bread brands, four bakeries
and 14 depots, plus certain equipment.

                       About Hostess Brands

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

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

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


HOSTESS BRANDS: Snack Cake Business Sale Gets Court Approval
------------------------------------------------------------
Hostess Brands Inc. on March 20 disclosed that it has obtained
U.S. Bankruptcy Court approval to sell the majority of its snack
cake business and the majority of its bread business in separate
transactions totaling approximately $800 million in proceeds.

"We embarked on the sales process with one overarching goal -- to
maximize value for all of the Company's stakeholders -- and I am
pleased to report that we have been successful," said Gregory F.
Rayburn, the Company's Chairman and Chief Executive Officer.  "I'd
like to thank all of the employees and advisors who supported the
process and helped preserve the value of some of the most beloved
brands in the U.S."

U.S. Bankruptcy Judge Robert Drain approved the following
transactions:

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

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

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

Hostess Brands will seek Court approval of the following
transactions at a hearing on April 9:

-- The sale of the Company's Drake's(R) snack cake brand and
certain equipment to affiliates of McKee Foods Corporation for
$27.5 million. Drake's products include Ring Dings(R), Yodels(R),
Devil Dogs(R), Yankee Doodles(R), Sunny Doodles(R), and Drake's
Coffee Cake(R).

-- The sale of Company's Sweetheart(R), Eddy's(R), Standish
Farms(R), and Grandma Emilie's(R) bread brands, four bakeries, and
14 depots, plus certain equipment to affiliates of United States
Bakery for approximately $30.9 million.

The Company has retained Hilco Industrial, LLC to market and sell
its remaining assets, including property and equipment.

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

                       About Hostess Brands

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

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

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


IMAGINE FULFILLMENT: Court Clarifies Ruling in Suit vs DC Media
---------------------------------------------------------------
Bankruptcy Judge Julia W. Brand issued an amended memorandum of
decision relating to the summary judgment motions filed in the
adversary complaint captioned, IMAGINE FULFILLMENT SERVICES, LLC,
Plaintiff, v. DC MEDIA CAPITAL, LLC, Defendant, Adv. Proc. No.
2:12-ap-01514-WB (Bankr. C.D. Cal.).

The adversary case stemmed from a $3.9 million judgment DC Media
obtained in its favor over allegations of breach of contract and
damages against IFS.  The judgment, handed down by the Los Angeles
Superior Court, includes a $967,776 pre-judgment interest,
$541,946 in attorney fees and $29,556 in costs.

In relation to the judgment, DC Media:

-- in December 2011, filed a Notice of Judgment Lien with the
    California Secretary of State ("Transfer One"),

-- in January 2012, recorded an Abstract of Judgment with the Los
    Angeles County Recorder ("Transfer Two"), and

-- on March 5, 2012, caused the Los Angeles County Sheriff's
    office to levy on IFS bank account ("Transfer Three").

IFS sought bankruptcy protection on March 25, 2012.  In its
adversary complaint, IFS sought summary judgment that the three
prepetition transfers to DC Media are avoidable preferences under
11 U.S.C. Sec. 547(b).  DC Media, on the other hand, sought
summary judgment that the transfers are not avoidable because the
defenses set forth in section 547(c)(2) and section 547(c)(9)
apply.

In her March 12 amended decision, Judge Brand clarified that with
respect to Transfer One, IFS -- and not DC Media -- is entitled to
summary adjudication of these issues: (1) Transfer One was a
transfer of an interest in IFS in property; (2) on account of the
antecedent Judgment; (3) for the benefit of DC Media, creditor of
IFS; (4) while IFS was insolvent.  IFS is not entitled to summary
judgment on the issue of whether the transfer allowed DC Media to
receive more than it would in a hypothetical liquidation under
chapter 7 had the transfer not occurred, because of the existence
of the ORAP Lien.

DC Media had argued that the Judgment Lien does not allow DC Media
to receive more than it would in a chapter 7 liquidation because
DC Media also has a lien in IFS' personal property assets as a
result of service of an Order for Appearance of Judgment Debtor --
ORAP Lien.

The Court maintained that:

-- With respect to Transfer Two, summary judgment is denied.

-- With respect to Transfer Three, it holds that the transfer is
    avoidable as a matter of law and IFS is entitled to summary
    judgment in its favor on Transfer Three.

The Court also reiterated that DC Media is not entitled to summary
judgment on its second and fifth affirmative defenses.

A copy of Judge Brand's March 12, 2013 Amended Memorandum Decision
is available at http://is.gd/ZUCiLgfrom Leagle.com.

Imagine Fulfillment Services, LLC, based in Torrance, California,
filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No.
12-20544) on March 25, 2012.  Judge Julia W. Brand oversees the
case.  Aram Ordubegian, Esq., at Arent Fox LLP, represents the
Debtor. In its petition, the Debtor estimated both assets and
debts to be between $1 million to $10 million.  The petition was
signed by Andy Arvidson, managing member


INDUSTRIAL ENTERPRISES: Ernest Segundo Holds 72% Stake at March 3
-----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Ernest C. Segundo, Jr., and his affiliates disclosed
that, as of March 3, 2013, they beneficially own 107,515,609
shares of common stock of Industrial Enterprises of America, Inc.,
representing 72.2% of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/9Srkvx

                   About Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


INNOVATIVE COMMS: Court Affirms Order Denying Relief From Judgment
------------------------------------------------------------------
Chief District Judge Curtis V. Gomez upheld a Sept. 29, 2011
bankruptcy court order denying a motion for relief from judgment
sought by Jeffrey J. Prosser, et al., in an adversary complaint
involving the bankruptcy estates of Innovative Communication
Corporation.

Mr. Prosser is the former owner and chief executive officer of
ICC.  The adversary complaint was commenced by Stan Springel, as
Chapter 11 trustee of ICC, and related entities in October 2007
against Mr. Prosser and certain of his family members.  James P.
Carroll, the Chapter 7 trustee of the Prosser bankruptcy estate,
joined the complaint as co-plaintiff.  In the complaint, the
plaintiffs sought the turnover of numerous pieces of property,
allegedly belonging to the estates of either ICC or Mr. Prosser,
yet in the possession of one or more of Mr. Prosser's family
members.

The bankruptcy court denied a motion to dismiss the complaint
filed by the Prossers, and went on to issue a 130-page memorandum
opinion ordering the Prossers to turnover various properties.

The Prossers appealed the Judgment.  However, the U.S. District
Court for the District of Virgin Islands dismissed the appeal as
untimely in August 2011.

The Prossers then moved for relief from the Judgment from the
bankruptcy court, but failed to get the bankruptcy court's nod on
the matter.  This time, the Prossers timely appealed the denial to
the District Court.  They argued that the bankruptcy court lacked
subject-matter jurisdiction over the adversary complaint.

On review, Judge Gomez found that the bankruptcy court was
statutorily authorized to exercise jurisdiction over the property
in which Mr. Prosser had an interest.  The District Judge also
found no reason to say that bankruptcy judges cannot
constitutionally render final judgments in turnover actions.   The
District Judge concluded that the bankruptcy court acted within
statutory and constitutional limits in adjudicating the turnover
action, and thus committed no error in denying the Prossers'
motion for relief from judgment.

The appeal is captioned STAN SPRINGEL, as Chapter 11 Trustee of
the ESTATE OF INNOVATIVE COMMUNICATION CORPORATION, and JAMES P.
CARROLL, as Chapter 7 Trustee of the ESTATE OF JEFFREY J. PROSSER,
Plaintiffs/Appellees, v. JEFFERY J. PROSSER, DAWN PROSSER, JUSTIN
PROSSER, MICHAEL PROSSER, SYBIL G. PROSSER, MICHELLE LABENNETT,
and LYNDON A. PROSSER, Defendants/Appellants, Case Nos. 06-30009
(JKF), 07-30012 (JKF), Civil No. 2011-113 (D. V.I.).

A copy of Judge Gomez's March 14, 2013 Memorandum Opinion is
available at http://is.gd/yzShZOfrom Leagle.com.

           About Prosser & Innovative Communication

Headquartered in St. Thomas, Virgin Islands, Innovative
Communication Company, LLC -- http://www.iccvi.com/-- and
Emerging Communications, Inc., are diversified telecommunications
and media companies operating mainly in the U.S. Virgin Islands.
Jeffrey J. Prosser owns Emerging Communications and Innovative
Communications.  Innovative and Emerging filed for Chapter 11
protection (D.V.I. Case Nos. 06-30007 and 06-30008) on July 31,
2006.  When the Debtors filed for protection from their creditors,
they estimated assets and debts of more than $100 million.

Mr. Prosser also filed for chapter 11 protection (D. V.I. Case No.
06-10006) on July 31, 2006.  According to The (Virgin Islands)
Source, he was fired in October 2007 for failing to make payments
into the company pension funds.  The case was later converted to
Chapter 7 liquidation.  James P. Carroll was named Chapter 7
Trustee.

Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and
Greenlight Capital Offshore, Ltd. -- which held an $18,780,614
claim against Mr. Prosser -- had filed an involuntary chapter 11
against Innovative Communication, Emerging Communications, and Mr.
Prosser on Feb. 10, 2006 (Bankr. D. Del. Case Nos. 06-10133,
06-10134, and 06-10135).  Mr. Prosser argued that the Greenlight
entities, the former shareholders of Innovative Communications,
and Rural Telephone Finance Cooperative, Mr. Prosser's lender,
conspired to take down his companies into bankruptcy and collect
millions in claims.

The U.S. District Court of the Virgin Islands, Bankruptcy
Division, approved the U.S. Trustee for Region 21's appointment of
Stan Springel of Alvarez & Marsal as Chapter 11 Trustee of
Innovative and Emerging Communications.


ISTAR FINANCIAL: Offering 3.5 Million Preferred Shares
------------------------------------------------------
iStar Financial Inc. filed with the U.S. Securities and Exchange
Commission a free writing prospectus relating to the offering of
3,500,000 shares of 4.50% Series J Cumulative Convertible
Perpetual Preferred Stock.  The Company anticipates net proceeds
of the offering to be $169,750,000.

Joint bookrunners of the offering are Barclays Capital Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and
J.P. Morgan Securities LLC.

The Company will use the net proceeds from the offering for new
investment activities and general corporate purposes.

A copy of the FWP is available at http://is.gd/eros5x

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

iStar Financial incurred a net loss of $241.43 million in 2012,
and a net loss of $25.69 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $6.15 billion in total assets,
$4.82 billion in total liabilities, $13.68 million in redeemable
noncontrolling interests, and $1.31 billion in total equity.

                           *     *     *

In March 2012, Fitch affirmed the company's 'B-' issuer default
rating.  The IDR affirmation is based on a manageable debt
maturity profile of the company, pro forma for the recently-
consummated secured financing that extends certain of the
company's debt maturities, relieving the overhang of significant
unsecured debt maturities in 2012 and 2013.  While this 2012
financing does not reduce the amount of total debt outstanding,
the company's debt maturity profile is more manageable over the
next two years, with only 48% of debt maturing pro forma, down
from 61%.  Given the mild improvement in commercial real estate
fundamentals and value stabilization, the company's loan and real
estate owned portfolio performance will likely improve going
forward, which should increase the company's ability to repay
upcoming indebtedness.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial Inc.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


J.C. PENNEY: Bondholders Withdraw Notice of Default
---------------------------------------------------
J.C. Penney Company, Inc., received a letter from bondholders
withdrawing and rescinding the Notice of Default.  On Feb. 4,
2013, the Company received a letter from counsel for an ad hoc
consortium of holders of more than 25% of the Company's 7.4%
Debentures due 2037 issued under an Indenture dated April 1, 1994,
purporting to be a Notice of Default under the Indenture.

The Company believes that the Letter does not constitute a valid
Notice of Default and filed suit on Feb. 4, 2013, in Delaware
Chancery Court against U.S. Bank National Association, as
Indenture Trustee under the Indenture, seeking injunctive relief
and a declaratory judgment that the Company is not in breach of
the Indenture.

                         About J.C. Penney

Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'s
largest department store operators with about 1,100 locations in
the United States and Puerto Rico. Revenues are about $14 billion.

The Company carries Moody's Investors Service's B3 Corporate
Family Rating with negative outlook.

Early in March 2013, Standard & Poor's Ratings Services lowered
its corporate credit rating on Penney to 'CCC+' from 'B-'.  The
outlook is negative.  At the same time, S&P lowered the issue-
level rating on the company's unsecured debt to 'CCC+' from 'B-'
and maintained its '3' recovery rating on this debt, indicating
S&P's expectation of meaningful (50% to 70%) recovery for
debtholders in the event of a payment default.

"The downgrade reflects the performance erosion that has
accelerated throughout the previous year and seems likely to
persist over the next 12 months," explained Standard & Poor's
credit analyst David Kuntz.

At the same time, Fitch Ratings downgraded the Company's Issuer
Default Ratings to 'B-' from 'B'.  The Rating Outlook is Negative.
The rating downgrades reflect Fitch's concerns that there is a
lack of visibility in terms of the Company's ability to stabilize
its business in 2013 and beyond after a precipitous decline in
revenues leading to negative EBITDA of $270 million in 2012.
Penney, Fitch said, will need to tap into additional funding to
cover a projected FCF shortfall of $1.3 billion to $1.5 billion in
2013, which could begin to strain its existing sources of
liquidity.

In February 2013, Penney received a notice of default from a law
firm representing more than 50% of its 7.4% Debentures due 2037.
The Company has filed a lawsuit in Delaware Chancery Court seeking
to block efforts by the bondholder group to declare a default on
the 2037 bonds.  Penney also asked lawyers at Brown Rudnick LLP to
identify the investors they represent.


JOURNAL REGISTER: Judge to Rule Later on Sale to Alden
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Journal Register Co. didn't receive a ruling from the
bankruptcy judge at a March 19 hearing about the sale of the
newspaper business to current lender and owner Alden Global
Capital Ltd., mostly in exchange for $114.2 million in secured
debt, $6 million in cash, payment of the DIP financing, and
assumption of as much as $22.8 million in liabilities.

There being no competing bids and an auction was canceled.

The report relates that U.S. Bankruptcy Judge Stuart Bernstein
said he will rule later on the sale, after studying the interplay
between bankruptcy and labor law in view of the looming expiration
of a union contract.  Some courts have held there is limited
ability to override an expired collective-bargaining agreement.

Maria Chutchian of BankruptcyLaw360 reports that the Detroit
section of the Communication Workers of America took issue with
the language of the agreement between JRC and buyer 21st CMH
Acquisition Co. with respect to its liability surrounding
potential future labor issues arising out of the collective
bargaining agreement it signed.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


K-V PHARMACEUTICAL: Amended Joint Chapter 11 Plan Filed
-------------------------------------------------------
BankruptcyData reported that K-V Pharmaceutical filed with the
U.S. Bankruptcy Court a First Amended Joint Chapter 11 Plan and
Disclosure Statement.

The Disclosure Statement, according to the BankruptcyData report,
asserts, "The Plan reflects an agreement and compromise among the
Debtors and the holders of approximately 75% in dollar amount of
the Class 3 Senior Secured Notes Claims. Under this agreement and
compromise: (a) the Debtors' existing indebtedness in respect of
Senior Secured Notes Claims will be cancelled and exchanged for
(i) 97% of the New Common Stock in Reorganized KV, less the New
First Lien Lender Stock and (ii) the New Second Lien Term Loan,
which shall be in the original principal amount of $50,000,000;
(b) the Debtors' existing indebtedness under the DIP Credit
Agreement will be paid in full in Cash from the proceeds of the
New First Lien Term Loan, and the New First Lien Lenders will
receive the New First Lien Lender Stock (i.e., 15% of the New
Common Stock of Reorganized KV); and (c) notwithstanding that the
holders of Allowed Senior Secured Notes Claims are not receiving
payment in full under the Plan (which, subject to the terms of the
Convertible Subordinated Notes Indenture, is a prerequisite to the
holders of Allowed Convertible Subordinated Notes Claims receiving
any distribution on account of their Claims), the Debtors'
existing indebtedness in respect of Convertible Subordinated Notes
Claims will be cancelled and exchanged for 3% of the New Common
Stock of Reorganized KV, and holders of Convertible Subordinated
Notes Claims that vote to accept the Plan will receive Rights to
purchase up to $20,000,000 worth of additional New Common Stock
through the Rights Offering. Each of the distributions of New
Common Stock under the Plan is subject to dilution by the New
Common Stock Securities reserved for management of the Reorganized
Debtors pursuant to the Management Incentive Plan, and the New
Common Stock to be issued pursuant to the Rights Offering. The New
Common Stock will not be registered with the SEC or any state
securities regulatory authority and will not trade on any
exchange, or otherwise be publicly traded."

The Court scheduled an April 23, 2013 hearing to consider the
Disclosure Statement.

                     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.


KEOWEE FALLS: Court Confirms Chapter 11 Plan
--------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
confirmed Keowee Falls Investment Group, LLC's Plan of
Reorganization on March 15.

The Debtor's remaining assets comprise of $165,000 in cash, a
potential recovery on a $16 million unsecured claim in Cliffs
Club's Chapter 11 case, and recovery from loans to related
entities or parties.

With the secured claims paid in full from the approved sale of its
assets, unsecured creditors will be paid a pro rata share of the
net cash proceeds.  Equity holders will receive the surplus from
any residual recoveries after unsecured creditors have been paid
in full.

                        About Keowee Falls

Travelers Rest, South Carolina-based Keowee Falls Investment
Group, LLC filed a Chapter 11 petition (Bankr. D. S.C. Case
No. 12-01399) in Spartanburg, South Carolina, on March 2, 2012.
Bankruptcy Judge John E. Waites presides over the case.
R. Geoffrey Levy, Esq., at Levy Law Firm, LLC assists the Debtor
in its restructuring effort.  Keowee Falls estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

In its schedules, the Debtor disclosed $32,671,753 in
assets and $19,913,844 in liabilities as of the Chapter 11 filing.

The Debtor owned The Cliffs at Keowee Falls South before giving up
the assets to lenders in exchange for $17 million of debt.


LEHMAN BROTHERS: Judge OKs Lehman Australia CDO Insurance Deal
--------------------------------------------------------------
A U.S. bankruptcy judge approved a settlement between Lehman
Brothers Holdings Inc.'s Australian unit and a group of insurers
over claims the bank misled a group of towns, charities and
churches into buying risky securities backed by U.S. mortgages.

Gavin Broady of BankruptcyLaw360 reported that a New York
bankruptcy judge on Tuesday signed off on a $45 million deal
resolving a fight between Lehman Brothers Holdings Inc.'s
Australian subsidiary and various insurers over hundreds of
investor suits accusing it of pushing risky mortgage-backed
securities.

The report related that U.S. Bankruptcy Judge James M. Peck gave
the nod to Lehman Brothers Australia Ltd.'s settlement with 10
primary and excess insurers, which will collectively pay $45
million to resolve a dispute over coverage of more than 350
investor claims brought by Australian pension funds, religious
entities, and local councils.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIFECARE HOLDINGS: Wants Plan Filing Date Extended to Aug. 31
-------------------------------------------------------------
BankruptcyData reported that LifeCare Holdings filed with the U.S.
Bankruptcy Court a motion to extend the exclusive period during
which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including August 31, 2013 and
October 30, 2013, respectively.

The Court scheduled an April 9, 2013 hearing on the matter.

                     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.


LITTLEFIELD TEXAS: Fitch Affirms 'BB+' Ratings on Tax Certs.
------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following
Littlefield, Texas bonds:

-- $710,000 in combination tax and revenue certificates of
    obligation (COs), series 1997.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a limited ad valorem tax pledge of $2.50
per $100 taxable assessed valuation (TAV) levied against all
property within the city, and are additionally secured by a
limited, de minimus pledge of net revenues of the city's water and
sewer system. The bonds were issued for water system improvements
and continue to be fully repaid from net utility fund revenues.

KEY RATING DRIVERS

DETENTION CENTER REMAINS VACANT: The 'BB+' rating incorporates the
considerable credit pressure applied by the significant debt
liability of an unsold, vacant, city-owned detention center.
Efforts by the city to find a buyer or lessee for the facility
continue but this prospect remains uncertain.

IMPROVED FINANCIAL FLEXIBILITY: Prudent budget actions to increase
revenues and reduce spending have yielded positive operating
margins and improved liquidity and reserve measures. However, the
city remains reliant on its utility system to meet its debt
service obligations for the detention center and for operating
support.

MIX OF RESOURCES FOR DEBT SERVICE: Financial resources to make
debt service payments on outstanding parity COs come from a
variety of sources, including net utility fund revenues, property
taxes, and a portion of economic development sales tax revenues.

LIMITED RESOURCE BASE: The city's rural, limited economy centers
on agriculture, government, manufacturing, and trade. TAV has
resumed growth but top taxpayer concentration is high and wealth
levels are below average.

RATING SENSITIVITIES

DECLINE IN FINANCIAL FLEXIBILITY: A material decline in general
fund or utility system reserves or liquidity would contrast with
Fitch's current expectations and would likely trigger negative
rating action.

SALE OF DETENTION CENTER: A successful auction or sale of the
detention center would be a positive credit consideration,
allowing the city to apply proceeds from the sale towards debt
reduction/retirement, considerably lessening pressure on finances.

CREDIT PROFILE

Littlefield, the county seat of Lamb County, is a small, rural
city located 35 miles northwest of Lubbock and 120 miles southwest
of Amarillo. The current population is just below 6,500 and is
essentially flat from the 2000 census.

DETENTION CENTER REMAINS CITY-OWNED AND VACANT

The city has been unable to locate a new tenant and/or permanent
operator of its detention facility since Jan. 2009 when the State
of Idaho removed its prisoners and the center's private operator
simultaneously terminated its operating agreement. The city sold
approximately $11 million in COs ($8.9 million outstanding; not
rated by Fitch but on parity with the series 1997 bonds) in 1999
to build the detention center, and until 2009, was using net
revenues of the detention center to pay debt service. In 2011 the
city twice suffered failed auctions of the detention center; in
both instances, bids were approved but the buyers subsequently
backed out of the purchase.

The city is working with a prison consultant to seek potential
purchasers or lessees of the prison. Discussions with multiple
parties are underway, but the timeline for and probability of a
deal is undefined, requiring the city to continue paying debt
service on the bonds issued to construct the facility
(approximately $782,000 in annual debt service through fiscal
2030, equating to 18% of general government expenditures and
transfers in fiscal 2012), and nominal utility costs for the
center. Fitch views the city's obligation to pay debt service for
a vacant detention center as a substantial, ongoing credit risk
incorporated into the 'BB+' rating category.

ENHANCED RESOURCES FOR DETENTION CENTER DEBT SERVICE

Principal and interest payments on the detention center COs are
being made from a combination of utility system revenues, property
taxes, sales tax revenues from the city's 4B economic development
corporation, and available city funds. The series 1997 bonds
continue to be fully-repaid from utility revenues.

The council established a debt service property tax in fiscal 2011
and the current rate of $0.077 per $100 TAV produces roughly
$115,000 or 15% of annual debt service for the detention center CO
debt service requirement. In addition, voters approved the
creation of a second economic development corporation (4B) with
sales tax collection authority effective midway through fiscal
2011 -- both 4A and 4B sales tax receipts have in the past
subsidized debt service payments, but increased net utility and
debt service property tax revenues have allowed management to
reallocate the annual 4A sales tax receipts away from debt service
support and back to other economic development purposes.
Nevertheless, the 4A tax receipts remain available for debt
payments if needed.

City officials also raised water rates significantly, increasing
the base rate for residential and commercial units by 37% and 23%,
respectively, over fiscal years 2011 and 2012. An additional,
smaller rate increase is effective in fiscal 2013. Net revenues of
the city's utility system continue to provide the bulk of support
for debt service payments on the detention center and increased
9.7% over fiscal years 2011 and 2012.

The utility system consistently reports satisfactory liquidity and
healthy coverage of outstanding system obligations; net revenues
covered debt service for utility-paid COs (excluding the detention
center bonds) 3.6x in fiscal 2012 and the system's cash-on-hand
equaled 271 days of operating costs. The system produced net
revenues of $923,000 in fiscal 2012 (after payment on utility paid
COs) that was available for detention center debt service and
general fund operating support. The recent rate increases appear
sufficient to allow the utility to make transfers to support the
detention center debt payments while maintaining an adequate
fiscal cushion.

GENERAL FUND FLEXIBILITY REMAINS LIMITED BUT IS IMPROVING

The city achieved operating surpluses after transfers in fiscal
years 2011 and 2012 equaling 6% and 3% of spending, respectively,
due to due to revenue growth, prudent spending reductions, and use
of enterprise and one-time funds. Officials cut spending by 12% in
fiscal 2011, mainly through personnel/attrition savings. The city
did use $298,000 of enterprise funds for general fund spending in
fiscal 2011.

The positive results in the past two fiscal years increased
unrestricted general fund balance to $333,000 or 8.5% of spending
in fiscal 2012, which is still low but up measurably from 0.4% of
spending in fiscal 2010. Liquid general fund assets also improved
but remained thin at 26 days cash-on-hand in fiscal 2012;
liquidity is buoyed by cash balances in other city funds.

The fiscal 2013 $4.2 million operating budget increases spending
by 12% from the 2012 amended budget, mainly to fund $300,000 for
capital spending on vehicle fleet replacement and to also provide
pay raises to staff. Officials balanced the budget with a $300,000
transfer from the enterprise fund, which is commensurate with
prior-year transfer amounts, as well as a 5% increase to the
general fund property tax rate. Sales taxes, which provided 13% of
fiscal 2012 general fund revenues, were budgeted conservatively at
6% below 2012 actual receipts but are trending well above the
budget year-to-date, supporting the city's forecasts for positive
results after transfers again in fiscal 2013.

RURAL, LIMITED ECONOMY; WEAK DEMOGRAPHIC INDICES

Littlefield, with a population of nearly 6,400, is located
approximately 35 miles northwest of Lubbock and serves as the
county seat for Lamb County. The area is primarily rural in
nature, with agriculture services, government, manufacturing, and
trade as key components of the county's economy. Lamb County
continues to see both employment and labor force losses; the 12-
month period ending Dec. 2012 saw a 5.7% drop in the labor force
and 4.7% drop in employment, which were in part due to recent
layoffs at one of the city's largest employers, a cotton plant.
The county's Dec. 2012 unemployment rate of 6% is on par with the
state and below the nation.

A recent positive has been the resumed growth in the city's
taxable assessed valuation (TAV) in fiscal 2013 following slight
contraction in fiscal years 2011 and 2012. Residential valuations
remain stable but top taxpayer concentration is above average at
19% in fiscal 2013, led by Bayer Crop Science at over 7% of tax
value; however there is generally a good mix of industries within
the top 10. Per capita market value is low at $22,000.

LIMITED ABILITY TO FUND CAPITAL NEEDS; HIGH FIXED COST BURDEN

A key credit concern is the city's limited ability to access
financing for capital needs due to the speculative-grade GO rating
and large debt burden on the budget from existing debt. Officials
presently have no major needs identified and continue to fund
smaller initiatives with cashflow. However larger needs for
utility system and street improvements could appear over the near-
term and pressure finances.

Annual total debt service on outstanding COs is level at $1.1
million through fiscal 2017 before declining slightly. Excluding
utility fund support, this fixed cost equates to a high 26% of
general government spending. Pensions are well funded at 89.7% as
of Dec. 31, 2011 using a 7% investment return. Debt service and
pension ARC together equaled a large 30% of governmental spending
in fiscal 2012.


LIVINGSTON INTERNATIONAL: Moody's Rates New Revolver Debt 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned ratings to Livingston
International Inc. consisting of a B2 corporate family rating, B2-
PD probability of default rating, B1 ratings to the company's
proposed revolving credit facility and first lien term loan, and a
Caa1 rating to its proposed second lien term loan. The ratings
outlook is stable. This is the first time Moody's has rated
Livingston.

Net proceeds from the company's $535 million transaction will be
used to repay $278 million of existing debt, $78 million of
financial sponsors subordinated bridge notes, and $20 million will
be used to boost liquidity. The ratings assume the remaining $129
million of financial sponsors' promissory notes on Livingston's
balance sheet will be converted to common equity concurrent with
the closing of the transaction. The ratings are also being
assigned subject to review of final documentation.

Ratings Assigned:

Livingston International Inc.

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

  $125 million revolving credit facility due April 2018, B1
  (LGD3, 33%)

  $300 million first lien term loan due April 2019, B1 (LGD3,
  33%)

  $110 million second lien term loan due April 2020, Caa1 (LGD5,
  80%)

Outlook:

Assigned as Stable

Ratings Rationale

Livingston's B2 CFR primarily reflects its relatively small
revenue size, concentration in one business, a fragmented
industry, and high leverage (adjusted Debt/ EBITDA of about 6x
estimated for fiscal 2012). The rating benefits from the company's
customs brokerage market leadership position in Canada, relatively
stable business, diverse end market base, good customer diversity
with high retention rates, and substantial barriers to entry.
Moody's expects leverage to be sustained around 6.5x through the
next 12 to 18 months as free cash flow could be used to fund
acquisitions rather than to repay debt.

Moody's views Livingston's liquidity position as adequate, with
cash of roughly $30 million, annual free cash flow around $20
million, and about $65 million of availability under its new $125
million revolver assuming average usage of $60 million in order to
pay government remittances at the end of each month on behalf of
customers. Revolver drawings are usually repaid within 10 days of
the following month after customers pay Livingston back.
Livingston's mandatory debt repayments are limited to term loan
amortizations of $3 million annually until April 2018 when the
revolver matures. Livingston will need to comply with maximum
leverage covenants under its first and second lien facilities and
Moody's expects headroom of at least 25% to be maintained at all
times.

The stable outlook reflects Moody's expectation that while
Livingston will generate modest free cash flow through the next 12
to 18 months that could be used to repay debt, its focus on market
share expansion through acquisitions will hinder deleveraging.

Livingston's rating is not likely to be upgraded in the next 12 to
18 months as integration costs from recent acquisitions will limit
improvement in credit metrics. However, the rating could be
upgraded if Livingston sustains adjusted Debt/EBITDA below 5x and
EBITDA-Capex/ Interest towards 2.5x.

The rating could be downgraded if Livingston's EBIT margin
declines towards 8% and the company sustains adjusted Debt/EBITDA
towards 7x and EBITDA-Capex/ Interest below 1.25x, most likely
caused by a material debt-financed acquisition.

The principal methodology used in this rating was Global Business
and Consumer Service Industry 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.

Livingston International Inc. is the largest pure-play customs
broker in North America. The company's services include customs
brokerage, global trade management, trade consulting, and
international freight forwarding. Revenue for the twelve months
ended December 31, 2012 is estimated to be around $300 million and
is derived primarily from Canada with an increasing proportion
from the US. Sterling Partners and Canada Pension Plan Investment
Board own 55% and 45% of the company respectively. Livingston is
headquartered in Toronto, Ontario, Canada.


LIVINGSTON INTERNATIONAL: S&P Rates US$300MM 1st-Lien Loan 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating to Toronto-based Livingston
International Inc.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' issue-level
rating (the same as the corporate credit rating on Livingston) and
'4' recovery rating to the company's proposed US$300 million
first-lien term loan.  The '4' recovery rating indicates S&P's
expectation of average (30%-50%) recovery in a default scenario.

Standard & Poor's also assigned its 'CCC+' issue-level rating (two
notches below the corporate credit rating on the company) and '6'
recovery rating to Livingston's proposed US$110 million second-
lien term loan, The '6' recovery rating indicates S&P's
expectation of negligible (0%-10%) recovery in default.  S&P
expects the company to use proceeds from the new facilities to
refinance existing debt.

"The ratings on Livingston reflect what we view as the company's
weak business risk profile, characterized by its dependence on the
volume of cross-border trade between Canada and the U.S.," said
Standard & Poor's credit analyst Jamie Koutsoukis.  "This volume
is highly correlated to the economic health of the regions and the
high degree of fragmentation and competition within its customs
brokerage and international freight forwarding businesses,"
Ms. Koutsoukis added.

"We believe these weaknesses are mitigated somewhat by the
company's strong market share as the largest customs broker in
Canada and the third-largest customs entry filer in the U.S., as
well as its strong relationships with its long-standing diverse
customer base.  We view Livingston's financial risk profile as
"highly leveraged," reflecting our expectations of high debt
leverage of about 8x adjusted debt to EBITDA (which includes
adjustments for operating leases) in 2013, although partially
counterbalanced by Livingston's demonstrated ability to generate
relatively stable profitability through the cycle, which should
support steady cash flow protection and "adequate"
liquidity.

Livingston is North America's largest pure play customs broker and
provides clients with services including customs brokerage, global
trade management, trade consulting, and international freight
forwarding.  The company operates offices at all major border
crossings along the Canada and U.S. border and in key seaports and
airports in Canada and the U.S.

The stable outlook reflects S&P'sexpectation that Livingston will
continue to see solid demand for its services and maintain its
operating efficiency, as well as its current level of
profitability, over S&P's forecast period.  S&P believes trade
volumes in both directions between Canada and the U.S. will
continue to grow and remain robust.  Under these parameters, S&P
expects the company's adjusted debt-to-EBITDA ratio to improve to
about 6x-7x by 2014.

Declines in economic activity, leading to volume decreases in
custom entries filed and subsequent reductions in EBITDA margins,
would weaken adjusted debt to EBITDA by about 1x from the
company's current level and could lead S&P to lower the ratings on
Livingston.  S&P believes an upgrade is unlikely as the ratings
are constrained by Livingston's financial risk profile, as
reflected in its forecast leverage in the next two years; however,
an upgrade is possible should the company achieve sustained
adjusted leverage below 5x.


LOCATEPLUS: Dist. Court Tosses Out Appeal Over Asset Sales
----------------------------------------------------------
District Judge Denise J. Casper in Massachusetts dismissed appeals
launched by Carl Green -- who identifies himself as Chairman of
the Board of Directors of LocatePlus Holding Corporation as well
as the Debtors' largest secured creditor -- from two bankruptcy
court orders allowing motions by Stephen S. Gray, the Chapter 11
trustee of LocatePlus:

     -- authorizing the auction and sale of the Debtors'
        assets; and

     -- authorizing the Trustee to employ the law firm of Verrill
        Dana LLP and Thomas H. Hoffman as co-special counsel.

The Bankruptcy Court held an auction for the sale of the Debtors'
assets on Sept. 21 and 22, 2011.  Prior to the Auction, the
Trustee received six bids for the Debtors' assets; three qualified
bidders participated in the Auction.  There were nine rounds of
bidding at the Auction, resulting in the acceptance of a bid from
USA Protect with a stated value of $9,660,877 for the USA Protect
transaction and a bid from LPHC Acquisition Partners LLC with a
stated value of $520,304 for the LPHC Acquisition.

The appellate case is, CARL GREEN, Appellant, v. STEPHEN S. GRAY,
Chapter 11 Trustee of LocatePlus Holdings Corp., et al.,
Appellees, Civil Action Nos. 12-10604-DJC, 12-10835-DJC (D.
Mass.).  A copy of the Court's March 18, 2013 Memorandum of
Decision is available at http://is.gd/7ioj41from Leagle.com.

                   About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.

On June 16, 2011, LocatePLUS Holdings Corporation and its
subsidiaries filed petitions under the Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 11-15791).  Harold B.
Murphy, Esq., at Murphy & King, P.C., in Boston, represents the
Debtor as counsel.  LocatePLUS Holdings estimated assets of $0 to
$50,000 and debts of $1 million to $10 million.

The Company's balance sheet at March 31, 2011, showed
$2.08 million in total assets, $12.25 million in total liabilities
and a $10.17 million total stockholders' deficit.



LSP ENERGY: Wants Solicitation Period Extended Until April 21
--------------------------------------------------------------
LSP Energy Limited Partnership, et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
period to solicit acceptances for the proposed Plan of Liquidation
until April 21, 2013.

The Debtors explained they needed more time to solicit acceptances
for the proposed Plan.

As reported in the Troubled Company Reporter on March 6, 2013, the
Bankruptcy Court has approved the disclosure statement for the
Debtors' amended joint plan of liquidation, dated Feb. 5, 2013.

The Court slated a hearing March 25, at 11:30 a.m. to consider
confirmation of the Plan.

The Plan provides for the payment or full satisfaction of all
allowed Administrative Expense Claims, Allowed DIP Lender Claims,
Allowed Priority Tax Claims, Allowed Bond Claims, Allowed Working
Capital Claims, Allowed Secured Tax Claims, Allowed Other Secured
Claims and Allowed Non-Tax Priority Claims.

The Plan also provides that the holders of Allowed Bond Claims,
Allowed Working Capital Claims, Allowed Make-Whole Premium Claims,
Allowed General Unsecured Claims and Allowed Interests in LSP
Holding will receive Cash equal to their allocable share of the
proceeds from the liquidation or other disposition of all Assets
after the payment of (or after an adequate reserve having been
made for the payment of) all allowed Administrative Expense
Claims, Allowed DIP Lender Claims, Allowed Priority Tax Claims,
Allowed Bond Claims, Allowed Working Capital Claims, Allowed
Secured Tax Claims, Allowed Other Secured Claims, Allowed Non-Tax
Priority Claims and the costs for administering the Plan
(including all professional fees and expenses payable under the
Plan).

Subordinated Claims against LSP (Class 1I), Intercompany Claims
against LSP Holding (Class 2D), and Intercompany Claims against
LSP Energy (Class 3D) will receive no distribution under the Plan.
These classes are deemed to have rejected the Plan.

Estimated recovery for General Unsecured Claims against LSP (Class
1G), with estimated amount of allowed claims of $42,939,000, is
32%.

A copy of the disclosure statement is available at:

           http://bankrupt.com/misc/lspenergy.doc563.pdf

                         About LSP Energy

LSP Energy Limited, which owned and operated an electricity
generation facility located in Batesville, Mississippi, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
12-10460) on Feb. 10, 2012.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.

LSP has a $20 million secured loan provided by lenders including
John Hancock Financial Services Inc.  LSP was forced into
bankruptcy following mechanical problems that took one of three
units out of service.

Bondholders have claims for $211 million on two series of secured
bonds.  In addition, there was a $3.9 million working capital
facility and $23.3 million in secured debt owing to an affiliate
of Siemens AG, which repairs and maintains the facility.

The Debtor has completed the sale of its 837-megawatt electric
generating plant in Batesville, Mississippi, to South Mississippi
Electric Power Assn. for $272.6 million.


MACROSOLVE INC: Inks Deal to Provide IP Benefit to App Developers
-----------------------------------------------------------------
MacroSolve, Inc., announced the finalization of an agreement with
MEDL Mobile Holdings, Inc., pioneer in the creation, development,
marketing and monetization of mobile apps.

Seeking to provide the benefits of its intellectual property to
mobile app developers, MacroSolve has finalized its agreement with
MEDL Mobile to bring forth a program that offers access to
MacroSolve's U.S. Patent 7,822,816 to thousands of app developers.
MEDL Mobile has the right to grant a license of the patent to its
clients on a 'per install' basis.  MacroSolve will benefit by
receiving a percentage of the passive revenues which are subject
to MEDL achieving minimum performance goals.

"Our partnership with MacroSolve will now offer substantial
intellectual property benefits to emerging app developers," said
Andrew Maltin, MEDL Mobile CEO.  "We are excited to be able to add
to our increasing library of tools and services for our growing
Developer Network."

MacroSolve Chairman and CEO Jim McGill states, "MEDL is the first
visionary partner to provide the benefits of the '816' patent to
thousands of app developers.  Our joint agreement is designed to
be a simple and affordable solution for app developers."

MacroSolve's U.S. Patent No 7,822,816 addresses mobile information
collection system across all wireless networks, smartphones,
tablets and rugged mobile devices.  The patent, a significant
intellectual property asset to MacroSolve, covers fundamental
technology in the mobile application space utilized by multiple
companies.

                      About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

Macrosolve incurred a net loss of $1.77 million in 2012, as
compared with a net loss of $2.53 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $1.89 million in total
assets, $1.49 million in total liabilities and $408,067 in total
stockholders' equity.


MALESE 18: N.Y. Appeals Court Rules on RM 18 vs. BNY Mellon
-----------------------------------------------------------
RM 18 CORP., ET AL., Respondents-Appellants, v. BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., ET AL., Appellants-Respondents, 2011-
09112, concerns an ancillary issue arising from the Chapter 11
bankruptcy proceeding Kmart Corporation commenced in January 2002.

Shortly after Kmart's bankruptcy, Malese 18 Corp. commenced its
own Chapter 11 bankruptcy proceeding in the U.S. Bankruptcy Court
for the Eastern District of New York.  Its only assets were
18 sub-leases with Kmart as the lessee, on which Kmart had
defaulted.  The holder of the master lease for the 18 properties
is Aztex Associates, L.P.

In Kmart's bankruptcy case, Kmart assumed a modified lease and
Aztex wound up holding a $16.9 million allowed Class 5 Lease
Rejection Claim under Kmart's confirmed chapter 11 plan, entitling
the holder of the claim to periodic distributions of Kmart and
Sears stock.  RM 18 Corp. -- the remainderman in the sandwich
lease transaction slated to receive a fee interest in the land --
balked at the deal struck in Kmart's bankruptcy case.  The
Honorable Dorothy T. Eisenberg considered RM 18 Corp.'s objections
to the settlement and overruled them.  In re Malese Corp., 2009 WL
1044556 (Bankr. E.D.N.Y. 2009).  On appeal to the District Court,
Judge Spatt says that without a stay in place, any appeal is moot.

Malese's bankruptcy proceeding was dismissed pursuant to a
stipulation and order dated July 1, 2002, in which Malese agreed
to pay Aztex Associates approximately $1.6 million in exchange for
all of Malese's stock.  Additionally, the stipulation and order
provided that Aztex Associates would pursue Malese's claims
against Kmart, with the condition that Aztex Associates could not
agree to a settlement of those claims without prior written
consent of Malese's sole shareholder, the plaintiff Lawrence
Kadish, which consent was not to be unreasonably withheld.
Furthermore, the stipulation and order set forth that it inured to
the benefit of Mr. Kadish's other corporation, the plaintiff RM 18
Corp., which held a remainder interest in the 18 properties.  RM
18's remainder interest was to become possessory on Jan. 1, 2010.

After Kmart's plan was confirmed, Aztex Associates and J.P. Morgan
Trust Company, N.A., as trustee holding mortgage liens on the
subject properties, agreed to settle lease rejection claims
against Kmart for approximately $17 million, which included a
claim for deferred rent of approximately $4.3 million.  However,
Mr. Kadish refused to consent to this settlement, as he believed
the deferred rent claim had a value of at least $25 million, which
sum, pursuant to the stipulation and order, would be applied to
reduce the mortgage indebtedness on the properties to the benefit
of the remainderman, RM 18.

In an order dated June 28, 2005, the New York bankruptcy court
granted the motion of Aztex Associates to reopen the Malese
bankruptcy proceeding, found that it was unreasonable for Mr.
Kadish to withhold his consent to the Kmart settlement, deemed his
consent to be accepted, and authorized and directed Aztex
Associates and J.P. Morgan to take all necessary actions to
effectuate the Kmart settlement.

In an order entered July 11, 2005, the Illinois bankruptcy court
approved the lease rejection claims of approximately $17 million,
to be satisfied in accordance with the terms of Kmart's confirmed
plan of reorganization.

However, in an order dated Sept. 26, 2006, the U.S. District Court
for the Eastern District of New York reversed the New York
bankruptcy court's June 28, 2005 order and remitted the matter for
further proceedings, directing the New York bankruptcy court to
make a further determination as to whether the Kmart settlement as
a whole was reasonable.

In an order dated April 16, 2009, made after a hearing, the New
York bankruptcy court found the Kmart settlement was reasonable
and, thus, that Mr. Kadish had unreasonably withheld his consent.
In an order dated March 9, 2010, the District Court dismissed RM
18's appeal from the order dated April 16, 2009, on the ground of
equitable mootness.  The District Court found that because Kmart
had distributed stock to Aztex Associates and/or the defendant
Bank of New York Mellon Trust Company, N.A., J.P. Morgan's
successor in interest, pursuant to its reorganization plan, and
such stock had been liquidated, relief could no longer be granted
to RM 18 without creating significant inequities in relation to
the Kmart settlement. The District Court also noted that the
failure to seek a stay in the bankruptcy proceedings demonstrated
a lack of diligence on behalf of RM 18.

In September 2010, Mr. Kadish and RM 18 commenced an action in the
Supreme Court, Nassau County, against Aztex Associates and Mellon,
as well as Merrill Lynch & Co., Inc., Aztex Corporation, and
Siltex Properties Corp., Aztex Associates' alleged alter egos. The
complaint asserts 10 causes of action arising out of the
settlement of the Kmart claims pursuant to the Malese stipulation
and order.  In essence, the plaintiffs seek to recover damages
allegedly sustained by the defendants' settling of the Kmart
claims for $25 million less than their value.  Mellon moved, and
Merrill Lynch, Aztex Associates, Aztex Corporation, and Siltex
separately moved, pursuant to CPLR 3211(a) to dismiss the
complaint insofar as asserted against each of them on various
grounds.

In an order entered Aug. 3, 2011, the Supreme Court, after
rejecting the defendants' contention that they were entitled to
dismissal pursuant to Civil Practice Law and Rule 3211(a)(5) on
the ground of res judicata, directed the dismissal of all causes
of action insofar as asserted against Mellon, Merrill Lynch, and
Siltex, except the cause of action alleging aiding and abetting
breach of fiduciary duty, and directed the dismissal of all causes
of action insofar as asserted against Aztex Associates and Aztex
Corporation, except the causes of action alleging breach of
contract, breach of the implied covenant of good faith and fair
dealing, and breach of fiduciary duty, for failure to state a
cause of action pursuant to CPLR 3211(a)(7).  On appeal, the
defendants argue, that this action is barred by the doctrine of
res judicata.

On March 13, 2013, the Appellate Division of the Supreme Court of
New York concluded that the Nassau County Supreme Court should
have directed the dismissal of the entire complaint pursuant to
CPLR 3211(a)(5) on the doctrine of res judicata.

The appellate panel -- consisting of Judges Daniel D. Angiolillo,
J.P., Sandra L. Sgroi, Jeffrey A. Cohen, Robert J. Miller -- held
that "the order is reversed insofar as appealed from by the
defendant Bank of New York Mellon Trust Company, N.A., and
separately appealed from by the defendants Merrill Lynch & Co.,
Inc., Aztex Associates, L.P., Aztex Corporation, and Siltex
Properties Corp., on the law, that branch of the motion of the
defendant Bank of New York Mellon Trust Company, N.A., which was
pursuant to CPLR 3211(a) to dismiss the cause of action alleging
aiding and abetting breach of fiduciary duty insofar as asserted
against it is granted, and those branches of the motion of
defendants Merrill Lynch & Co., Inc., Aztex Associates, L.P.,
Aztex Corporation, and Siltex Properties Corp. which were pursuant
to CPLR 3211(a) to dismiss the causes of action alleging breach of
contract, breach of the implied covenant of good faith and fair
dealing, and breach of fiduciary duty insofar as asserted against
defendants Aztex Associates, L.P., and Aztex Corporation, and to
dismiss the cause of action alleging aiding and abetting breach of
fiduciary duty insofar as asserted against the defendants Merrill
Lynch & Co., Inc., and Siltex Properties Corp. are granted."

"[T]he order is affirmed insofar as cross-appealed from," the
panel added.

The ruling provides that one bill of costs is awarded to Bank of
New York Mellon Trust Company, N.A., and Merrill Lynch & Co.,
Inc., Aztex Associates, L.P., Aztex Corporation, and Siltex
Properties Corp.

Matthew Farley, Esq. -- Matthew.Farley@dbr.com -- at Drinker
Biddle & Reath LLP, in New York, N.Y., and John P. Amato, Esq. --
jamato@hahnhessen.com -- and Jonathan M. Proman, Esq. --
jproman@hahnhessen.com -- at Hahn & Hessen LLP, in New York, N.Y.
represent appellant-respondent Bank of New York Mellon Trust
Company, N.A.

Dennis J. Drebsky, Esq. -- ddrebsky@nixonpeabody.com -- and Alexis
Anzelone, Esq. -- aanzelone@nixonpeabody.com -- at Nixon Peabody
LLP, in New York, N.Y., represent appellants-respondents Merrill
Lynch & Co., Inc., Aztex Associates, L.P., Aztex Corporation, and
Siltex Properties Corp.

Robert F. Regan, Esq., Mark Mulholland, Esq., Jeffrey A. Wurst,
Esq., and Douglas A. Cooper, Esq., at Ruskin Moscou Faltischek,
P.C., in Uniondale, N.Y., represent the respondents-appellants.

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

                            About Malese

Malese 18 Corp. is a "sandwich lessor" collecting rent from Kmart
Corporation on behalf of Aztex Corp., which owns 18 big-box
stories purchased for about $25 million in 1982 and financed by
issuing Merrill Lynch Corporate Pass Through Securities.  Malese
sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 02-80586)
on Jan. 24, 2002 -- two days after Kmart sought chapter 11
protection.


MARINA BIOTECH: Further Amends 5,000 Units Prospectus
-----------------------------------------------------
Marina Biotech, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.3 to the Form S-1 registration statement
relating to the offering of up to 5,000 units, with each unit
consisting of (i) one (1) share of Series [__] convertible
preferred stock and (ii) a warrant to purchase up to 4,000 shares
of our common stock at an exercise price of $0.25 per share.

The Company is also offering up to 20,000,000 shares of its common
stock issuable upon conversion of all of the shares of Series [__]
convertible preferred stock included in the units and up to
20,000,000 shares of the Company's common stock issuable upon
exercise of all of the warrants included in the units.  The
purchase price per unit will be $__.  Subject to certain ownership
limitations, the Series [__] convertible preferred stock is
convertible at any time at the option of the holder into shares of
our common stock at a conversion price of $0.25 per share.

The Company has retained Dawson James Securities, Inc., to act as
exclusive placement agent in connection with this offering and to
use its "best efforts" to arrange for the purchase of the units.

The Company's common stock is traded on the OTC Pink tier of the
OTC Markets under the symbol "MRNA".  On Feb. 12, 2013, the last
reported sale price for the Company's common stock as reported on
the OTC Pink was $0.31 per share.

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

                        http://is.gd/1ULEye

                        About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

KPMG LLP, in Seattle, expressed substantial doubt about Marina
Biotech's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has ceased substantially all day-to-day operations,
including most research and development activities, has incurred
recurring losses, has a working capital and accumulated deficit
and has had recurring negative cash flows from operations.

The Company reported a net loss of $29.42 million in 2011,
compared with a net loss of $27.75 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $8.01 million in total
assets, $10.36 million in total liabilities and a $2.35 million
total stockholders' deficit.

"The market value and the volatility of our stock price, as well
as general market conditions and our current financial condition,
could make it difficult for us to complete a financing or
collaboration transaction on favorable terms, or at all.  Any
financing we obtain may further dilute the ownership interest of
our current stockholders, which dilution could be substantial, or
provide new stockholders with superior rights than those possessed
by our current stockholders.  If we are unable to obtain
additional capital when required, and in the amounts required, we
may be forced to modify, delay or abandon some or all of our
programs, or to discontinue operations altogether.  Additionally,
any collaboration may require us to relinquish rights to our
technologies.  These factors, among others, raise substantial
doubt about our ability to continue as a going concern."

"Although we have ceased substantially all of our day-to-day
operations and terminated substantially all of our employees, our
cash and other sources of liquidity may only be sufficient to fund
our limited operations until the end of 2012.  We will require
substantial additional funding in the immediate future to continue
our operations.  If additional capital is not available, we may
have to curtail or cease operations, or take other actions that
could adversely impact our shareholders," the Company said in its
quarterly report for the period ended Sept. 30, 2012.


MBIA INSURANCE: S&P Cuts Rating on 6 Housing Revenue Bonds to CCC
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six MBIA
Insurance Corp.-insured housing revenue bonds by three notches to
'CCC' from 'B'.  These actions are a result of Standard & Poor's
rating on MBIA being lowered to 'CCC' from 'B' on Feb. 28, 2013.

"All of these issues receive partial support via guaranteed
investment contracts or investment agreements from MBIA Insurance
Corp.," said Standard & Poor's credit analyst Renee Berson.
"Should the issuer act to terminate, replace, or guarantee the
existing agreements, and provide cash flows demonstrating the
ability to pay bond obligations without relying on interest
earnings from investment agreements, we will take appropriate
rating action."

The affected issues are:

   -- Alameda Housing Authority, Calif. multifamily housing
      revenue refunding bonds (Ginnie Mae collateralized -
      Independence Plaza Apartments) series 1998A,

   -- Denver City and County, Colo. Fannie Mae collateralized
      multifamily housing revenue bonds (Capitol Heights
      Apartments) series 1999 A and B,

   -- Nevada Housing Division multi-unit housing revenue bonds
      (Diamond Creek Apartments Project) series 1999A,

   -- Nevada Housing Division multi-unit housing revenue bonds
      (Diamond Creek Apartments Project) series 1999B,

   -- San Jose, Calif. multifamily housing revenue bonds (FHA-
      insured mortgage loan - Sixth and Martha Family Apartments -
      Phase II) series 2001C, and

   -- San Jose, Calif. multifamily housing revenue bonds (Village
      Parkway Senior Apartments) series 2001D.


MEDIMEDIA USA: S&P Withdraws 'CCC' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC' corporate
credit rating on Yardley, Pa.-based health care media company
MediMedia USA Inc., as well as its 'B-' issue-level rating and '1'
recovery rating on the company's senior secured credit facility
and its 'CC' issue-level rating and '6' recovery rating on the
company's senior subordinated notes.  S&P withdrew these ratings
at the issuer's request.


METRO FUEL: NYCB Wants Case Conversion or Cash Use Prohibited
-------------------------------------------------------------
New York Commercial Bank by and through its counsel, Loeb & Loeb
LLP, asks the U.S. Bankruptcy Court for the Eastern District of
New York to:

   1. convert the Chapter 11 cases of Metro Fuel Oil Corp., et
al., to cases under Chapter 7 of the Bankruptcy Code;

   2. grant relief from the automatic stay to enforce rights
against property of the Debtors and collect indebtedness owed by
the Debtors; and

   3. prohibit the use of NYCB's cash collateral.

NYCB is a prepetition secured creditor that asserts that it is
owed not less than $41.3 million as of the Petition Date.

According to NYCB, among other things:

   -- the estates are administratively insolvent;

   -- NYCB has sustained devastating erosion of its collateral and
adequate protection has failed; and

   -- NYCB does not consent to further use of its cash collateral,
and the Court must prohibit any further use of cash.

As reported in the Troubled Company Reporter on March 6, 2013, the
Court signed a second agreed order amending the terms of the
Debtors' postpetition financing facility, temporarily extending
use of cash collateral until March 11, 2013, and providing stay
relief to New York Commercial Bank.

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and appoint
David Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2015, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., and its assignees and designees for
the Base Purchase Price of $27,000,000, as adjusted prior to the
Closing, and as further adjusted by the payments contemplated by
Section 2.7(d) of the APA.


METRO FUEL: Hearing on Exclusive Period Extension Set for April 2
-----------------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York entered a bridge order extending
Metro Fuel Oil Corp.'s exclusive plan filing period "until such
time as the Court enters an order disposing of the motion".  A
hearing for April 2, 2013, at 10:30 a.m., has been set.

The Debtor filed a motion in January to extend their exclusive
periods to (i) file a plan through and including April 25, 2013;
and (ii) solicit acceptances for that plan through and including
June 24, 2013, citing that they will use the requested extension
to complete the sale of their businesses, and then to develop and
build consensus for a feasible Chapter 11 plan.

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and appoint
David Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2015, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., and its assignees and designees for
the Base Purchase Price of $27,000,000, as adjusted prior to the
Closing, and as further adjusted by the payments contemplated by
Section 2.7(d) of the APA.


MF GLOBAL: Unveils Proposed Settlement of Claims Against JPMorgan
-----------------------------------------------------------------
Entwistle & Cappucci LLP, Berger & Montague, P.C. and the trustee
for the MF Global liquidation announced a proposed settlement of
claims against JPMorgan.

Co-Lead Counsel for the Class of MF Global Inc. customers and
James W. Giddens, the trustee for the liquidation of MFGI, have
announced a settlement of all potential claims against JPMorgan
Chase Bank, NA and its parents, subsidiaries and affiliates.  The
proposed Settlement will be contemporaneously presented by motions
for approval to both District Court Judge Victor Marrero and to
Bankruptcy Court Judge Martin Glenn.

The proposed Settlement, which will resolve all of the Customer
Representatives' and Trustee's potential claims against JPMorgan
arising both from transfers of Customer Property during the days
preceding MFGI's collapse and from JPMorgan's conduct as one of
MFGI's primary banks and repositories of Customer Property,
provides a sizable benefit to the Settlement Class of former
customers of MFGI.  Subject to Court approval, the Settlement
provides for a $100 million cash payment from JPMorgan for
distribution to MFGI's former customers.

In addition to the $100 million cash payment, the Settlement also
provides for the return of approximately $29 million in
proprietary MFGI funds held by JPMorgan to secure potential
obligations under a certain revolving credit facility agreement
and JPMorgan's clearance and other agreements with MFGI, as well
the release of JPMorgan's retained liens and set off rights in
approximately $417 million of proprietary MFGI funds it previously
remitted to the Trustee, permitting these funds to be made
available to MFGI's customers and creditors.

Upon approval, the Settlement will enable the Trustee to
immediately seek to allocate $250 million to the 4d Customer
Estate for the benefit of MFGI customers who engaged in commodity
transactions on domestic exchanges ("4d Customers") and $50
million to the 30.7 Customer Estate for the benefit of customers
who transacted on foreign exchanges ("30.7 Customers").  Moreover,
the Settlement with JPMorgan will satisfy an important condition
to the effectiveness of the settlement between the Trustee and the
Joint Special Administrators of MF Global UK Limited ("MFGUK"),
approved by the Bankruptcy Court on January 31, 2013, which will
facilitate the recovery from MFGUK of approximately $500-$600
million (over time) for additional distribution to customers and
general creditors.  All told, the Settlement will ultimately
enable the Trustee to distribute to customers an amount
approaching $1 billion.

The Class is continuing to pursue its claims against the former
directors and officers of MFGI, including Jon Corzine, and against
MFGI's former auditor, PricewaterhouseCoopers and MFGI's primary
regulator, the CME Group.

Co-Lead Counsel for the customers, Andrew Entwistle of Entwistle &
Cappucci LLP and Merrill Davidoff of Berger & Montague, P.C., were
especially pleased with the Settlement.  Attorney Entwistle
observed that: "This Settlement reflects the cooperative efforts
of our team and the Trustee over many months of investigation and
negotiations with JPMorgan; represents a favorable and
economically sound resolution to what would otherwise have been a
costly and protracted legal battle; and is a key recovery for the
Customers both in its own right and as the lynchpin to the UK
settlement recently approved by Judge Glenn."  Attorney Davidoff
observed that: "We are pleased JPMorgan elected to resolve these
claims early enough to enable the Trustee to return significant
sums to customers, and especially that the contemporaneous release
of liens asserted by JPMorgan will free up hundreds of millions of
dollars that can be distributed once the Settlement becomes
final."

Mr. Entwistle also observed that: "While a substantial shortfall
will still remain for 4d and 30.7 Customers, the $800m-900m that
this Settlement will cause to be paid to customers over time is a
tremendous step forward in this process."  Mr. Davidoff further
stated that: "Nearly a year and a half has passed since the
management of MFGI improperly transferred hundreds of millions of
dollars in segregated customer property for use by the firm, while
PwC and CME Group enabled their reckless behavior. It is time that
the remaining parties pay for their improper behavior and make
MFGI's former customers whole."

                          April 10 Hearing

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that JPMorgan Chase Bank NA, the trustee for the
liquidating broker MF Global Inc., and customers in class lawsuits
agreed to a settlement resolving claims that the trustee and
customers made against the bank for its role in the company's
demise.

According to the report, the U.S. Bankruptcy Court in New York
will convene a hearing on April 10 to consider approval of the
settlement.  The settlement also requires approval from the
federal district judge supervising the customers' class suit.

The report relates that the multifaceted settlement calls for
JPMorgan to release its lien on $417 million.  It will bring in
$100 million for customers and $29 million the bank was holding to
secure potential claims.

The report relates James Giddens, the MF Global broker's trustee,
said in a court filing the result of the settlement will be a
"very high percentage distribution" for customers trading in
domestic and foreign markets.  Whether they recover fully depends
on the outcome of other claims, he said.

According to the report, the bank settlement is a companion to the
accord announced in December with the liquidators of the U.K.
affiliate.  Together, the settlements bring in as much as $1
billion for customers, Mr. Giddens said in his court filing.  At
the time of the earlier settlement, Mr. Giddens said it created
the "possibility" of full recovery on customers' securities claims
and "significant additional distributions" to commodities
customers trading on U.S. and foreign exchanges.

The report says the JPMorgan settlement will generate $100 million
from the bank toward payment to so-called 4d customers with
commodity futures and options accounts.  In addition, there will
be another $150 million from other assets for 4d customers
together with $50 million from other assets to benefit so-called
30.7 creditors with claims from trading in futures or options on
foreign exchanges.

                          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.

On Oct. 31, 2011, 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), 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.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

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

The Chapter 11 Trustee has 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.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

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.


MICHAELS STORES: Reports $112 Million Net Income in 4th Quarter
---------------------------------------------------------------
Michaels Stores, Inc., reported net income of $112 million on
$1.52 billion of net sales for the quarter ended Feb. 2, 2013, as
compared with net income of $97 million on $1.40 billion of net
sales for the quarter ended Jan. 28, 2012.

For the year ended Feb. 2, 2013, the Company reported net income
of $214 million on $4.40 billion of net sales, as compared with
net income of $176 million on $4.21 billion of net sales for the
year ended Jan. 28, 2012.

The Company's balance sheet at Feb. 2, 2013, showed $1.54 billion
in total assets, $3.80 billion in total liabilities and a $2.25
billion total stockholders' deficit.

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

                       http://is.gd/9eakc0

                      About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

                           *     *     *

As reported by the TCR on April 5, 2012, Moody's Investors Service
upgraded Michaels Stores, Inc.'s Corporate Family Rating to B2
from B3.  "The upgrade of Michaels' Corporate Family Rating
primarily reflects the positive benefits of its continuing
business initiatives which have led to consistent improvements in
same store sales," said Moody's Vice President Scott Tuhy.

In the April 16, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Irving,
Texas-based Michaels Stores Inc. to 'B' from 'B-'.  "Standard &
Poor's Ratings Services' upgrade on Michaels Stores reflects the
improvement in financial ratios following the company's
performance in the important fourth quarter, given the seasonality
of the company's business," said Standard & Poor's credit analyst
Brian Milligan.  "The CreditWatch placement remains effective,
given the pending IPO."


MILESTONE SCIENTIFIC: Incurs $870,000 Net Loss in 2012
------------------------------------------------------
Milestone Scientific Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss applicable to common stockholders of $870,306 on $8.64
million of net product sales for the year ended Dec. 31, 2012, as
compared with a net loss applicable to common stockholders of
$1.48 million on $8.37 million of net product sales during the
prior year.

The Company's balance sheet at Dec. 31, 2012, showed $5.66 million
in total assets, $3.72 million in total liabilities and $1.93
million in total stockholders' equity.

Holtz Rubenstein Reminick LLP, in New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations since inception, which raises substantial doubt about
the Company's ability to continue as a going concern.

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

                       http://is.gd/T3QhB0

                     About Milestone Scientific

Piscataway, N.J.-based Milestone Scientific Inc. (OTC BB: MLSS)
-- http://www.milestonescientific.com/-- is engaged in pioneering
proprietary, highly innovative technological solutions for the
medical and dental markets.  Central to the Company's IP platform
and product development strategy is its patented CompuFlo(R)
technology for the improved and painless delivery of local
anesthetic.


MONEY TREE: Trustee and Committee Agree on Liquidating Plan
-----------------------------------------------------------
The Omnibus Official Committee of Unsecured Creditors and S.
Gregory Hays, Chapter 11 Trustee for Small Loans, Inc., et al.,
filed with the U.S. Bankruptcy Court for the Middle District of
Alabama Disclosure Statement explaining the proposed Joint Plan of
Liquidation.

According to the Disclosure Statement, the Plan is a liquidating
Plan.  Substantially all of the estates' assets have been sold,
excluding, without limitation, cash and causes of action.  The
Plan provides for the liquidation and conversion to cash of the
Debtors' remaining assets and the distribution of the net proceeds
realized therefrom by a liquidating trustee to the holders of
allowed claims against the Debtors in accordance with the
provisions established by the Bankruptcy Code.

A Post-Confirmation Committee will also have an active role in
pursuing litigation and managing the estates' affairs
postpetition.  The Plan further provides for the substantive
consolidation of the Debtors' estates, with a distribution to
Holders of Allowed Claims from a single fund.

Post-confirmation, the Liquidating Trustee will liquidate the
remaining assets of the estates in accordance with the Plan and
will distribute the net proceeds thereof as: (a) first to pay the
reasonable costs and expenses of the Liquidating Trustee, the
Post-Confirmation Committee, and their professionals incurred in
administering, maintaining, and preserving the Available Funds and
making the Distributions, and the liquidation of the Assets of the
Estate (to the extent not otherwise paid pursuant to the Plan) and
(b) second Pro Rata to the holders of Allowed Claims on the terms
and conditions, and in the priority, set forth in the Plan.

The Plan anticipates extensive post-confirmation litigation.  It
is believed that the estates possess valuable claims against
numerous third parties which may exceed the value of the sales
proceeds of the Debtors' assets.  As in any litigation, however,
the results are not certain.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/THE_MONEY_TREE_ds.pdf

The Omnibus Official Committee of Unsecured Creditors is
represented by:

         John D. Elrod
         R. Kyle Woods
         GREENBERG TRAURIG, LLP
         3333 Piedmont Road, NE, Suite 2500
         Atlanta, Georgia 30305
         Tel: (678) 553-2100
         Fax: (678) 553-2269

The Chapter 11 Trustee is represented by:

         Daniel D. Sparks
         Bradley R. Hightower
         CHRISTIAN & SMALL LLP
         505 North 20th Street, Suite 1800
         Birmingham, Alabama 35203
         Tel: (205) 795-6588
         Fax: (205) 328-7234

                         About Money Tree

Headquartered in Bainbridge, Georgia, The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree, estimated total $586,676, were to receive 95% of their
allowed claims.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.  Daniel D.
Sparks, Esq., Eric J. Breithaupt, Esq., and Bradley R. Hightower,
Esq., at Christian & Small LLP, represent the Trustee.


MORTGAGES LTD: Investors' Suit Stays in Federal District Court
--------------------------------------------------------------
Several pass-through investors in debtor Mortgages Ltd. filed a
motion to remand to state court the lawsuit against the
liquidating trustee over the manner in which it liquidated the
estate assets of the Debtor.  The investors argued that the
lawsuit is unrelated to the bankruptcy case and the liquidating
plan of reorganization that there is no federal bankruptcy
jurisdiction to hear the lawsuit in federal court.

Mortgages Ltd. was in the business of making hard money commercial
loans of money raised from its investors.  Some investors were
allowed, by agreement, to specify exactly the loans in which their
funds would be invested.  Those investors then held their own
undivided fractional interests in that promissory note and the
accompanying collateral.  Those investors were called "pass
through investors."

The Debtor's Plan created a separate Loan LLC for every loan being
collected and serviced by the Debtor, and created ML Manager LLC
to be the manager of each Loan LLC.

In the lawsuit, the investor plaintiffs asserted against ML
Manager, et al., a number and variety of state or common law torts
that are generally of two kinds: misrepresentation and breach of
fiduciary duty.  The lawsuit was originally filed in Maricopa
County Superiod Court, but has been removed to the U.S. Bankruptcy
Court for the District of Arizona, at the request of ML Manager,
et al.

The lawsuit is captioned BEAR TOOTH MOUNTAIN HOLDINGS LIMITED
PARTNERSHIP, an Arizona limited liability partnership; AJ CHANDLER
25 ACRES, LLC, an Arizona limited liability company, CORNERSTONE
REALTY & DEVELOPMENT, INC., an Arizona corporation; CORNERSTONE
REALTY & DEVELOPMENT, INC. DEFINED BENEFIT PLAN AND TRUST, an
Arizona trust; EVERTSON OIL COMPANY, INC., a Utah corporation;
JAMES C. SCHNECK REVOCABLE TRUST DATED OCTOBER 1, 1999, a
Wisconsin trust, James C. Schneck, trustee; LONNIE JOEL KRUEGER
FAMILY TRUST, an Arizona trust, Lonnie J. Krueger, trustee; BRETT
MICHAEL McFADDEN an unmarried man; MICHAEL JOHNSON INVESTMENTS II,
L.L.C., an Arizona limited liability company; LOUIS B. MURPHEY, an
unmarried man; MORLEY ROSENFIELD, M.D. P.C. RESTATED PROFIT
SHARING PLAN, an Arizona trust, Morley Rosenfield, trustee; PUEBLO
SERENO MOBILE HOME PARK L.L.C., an Arizona limited liability
company; QUEEN CREEK XVIII, L.L.C., an Arizona limited liability
company; WILLIAM L. HAWKINS FAMILY L.L.P., an Arizona limited
liability partnership; L.L.J. INVESTMENTS, LLC, an Arizona limited
liability company, Plaintiffs, v. ML MANAGER LLC, an Arizona
limited liability company, MARK WINKLEMAN; BRUCE EDKIN and TAYLOR
EDKIN; DAVID FIELER and JANE DOE FIELER; ELLIOTT POLLACK and CATHY
POLLACK; KAREN EPSTEIN and SHELDON EPSTEIN; SCOTT SUMMERS and JANE
DOE SUMMERS, Defendants, Adversary No. 2:12-ap-01849-RJH, (Bankr.
D. Ariz.)

In a March 12 order, Bankruptcy Judge Randolph J. Haines found
and concluded that the complaint concerns the interpretation,
implementation, consummation, execution and administration of the
confirmed plan, and that it satisfies the Pagasus Gold "close
nexus" test for the existence of "related to" jurisdiction
pursuant to 28. U.S.C. Sec. 1334(b).  The Court therefore denied
the motion to remand for an alleged lack of jurisdiction.  The
Court also found there is no equitable reason to remand and
therefore denied the motion to remand pursuant to 28. U.S.C. Sec.
1452(b).

A copy of the Court's March 12, 2013 Opinion and Order is
available at http://is.gd/NihgH9from Leagle.com.

                        About Mortgages Ltd.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.  Central
& Monroe LLC and Osborn III Partners LLC, divisions of Grace
Communities, sought the appointment of an interim trustee for
Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.

The Debtor's case was converted to a chapter 11 proceeding (Bankr.
D. Ariz. Case No. 08-07465) on June 24, 2008.  Judge Sarah
Sharer Curley presided over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.

Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009.  As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio.  The original investors for the most part
transferred their interests to 49 separate Loan LLC's.  A number
of investors, referred to as "pass through investors" did not
transfer their interests.  As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.


MOUNTAIN PROVINCE: Appoints Investment Professional to Board
------------------------------------------------------------
Mountain Province Diamonds Inc. appointed Bruce Dresner to the
Company's board of directors.

Mr. Dresner has had a distinguished career as an investment
professional, including Director of Investments and Chief
Investment Officer at Dartmouth College (1985-1990), Vice
President for Investments and Chief Investment Officer at Columbia
University (1990-2002), Principal of Quellos Group LLC (2002-2007)
and Managing Director, BlackRock Inc. (2007-2008).

Since his retirement from BlackRock, Mr. Dresner has held a number
of board and advisory positions, including serving on the advisory
board of Capstone Investment Advisors (2008-2010), as a member of
the strategic advisory board of Wilshire Private Markets at
Wilshire Associates Inc. (2010-present), and a trustee of the
Gottex Multi-Asset Endowment and Alternative Asset Funds (2011-
present).

Mr. Dresner is a graduate of Dartmouth College Tuck School of
Business (MBA, 1971) and the University of Miami (BA Economics,
1969).  Mr. Dresner is a resident of Connecticut, USA.

Jonathan Comerford, chairman of Mountain Province Diamonds, said:
"We are delighted to welcome Bruce as a director and look forward
to the contribution he will make as we transition to development
and production at the world's largest and richest new diamond mine
in partnership with De Beers."

                      About Mountain Province

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

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

The Company reported a net loss of C$11.53 million for the year
ended Dec. 31, 2011, compared with a net loss of C$14.53 million
during the prior year.  Mountain Province's balance sheet at
Sept. 30, 2012, showed C$53.03 million in total assets, C$8.81
million in total liabilities and C$44.22 million in total
shareholders' equity.


NASHVILLE SYMPHONY ORCHESTRA: Seeks to Restructure $100M Debt
-------------------------------------------------------------
Emily Glazer at Dow Jones' DBR Small Cap reports the Nashville
Symphony Orchestra is trying a different tune, in an effort to
save itself financially.


NATIONAL HOLDINGS: Mark Klein Holds 20% Stake at Jan. 25
--------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Mark D. Klein and his affiliates disclosed that, as of
Jan. 25, 2013, they beneficially own 18,087,567 shares of common
stock of National Holdings Corporation representing 20.5% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/bHfA1O

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.  The Company's balance sheet at Dec. 31,
2012, showed $15.51 million in total assets, $18.44 million in
total liabilities and a $2.92 million total stockholders' deficit.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code," the
Company said in its annual report for the year ended Sept. 30,
2012.


NESBITT PORTLAND: US Bank Files Rival Plan; June 12 Hearing Set
---------------------------------------------------------------
The hearing to consider the approval of the Disclosure Statement
filed by Secured Lender U.S. Bank National Association in support
of its Joint Plan of Reorganization for Nesbitt Portland Property
LLC and its affiliated debtors will be held on June 12, 2013 at
11:00 a.m.

U.S. Bank National Association is the successor-in-interest to
Bank of America, N.A., as trustee, for the Registered Holders of
GS Mortgage Securities Corporation II, Commercial Pass-Through
Certificates, Series 2006-GG6.

U.S. Bank holds a loan in the original principal amount of
$187,500,000 to which each of the Debtors is an obligor.  The Loan
and the Debtors' other obligations under the Loan Documents are
secured by first priority mortgages or deeds of trust in each of
the eight Hotels and related personal property, including Cash
Collateral.

The Lender Plan, with the exception of the Secured Lender Claims,
Allowed Insider Claims, and Allowed Intercompany Claims, provides
for the payment in full of all Allowed Claims against the Debtors.
Allowed Insider Claims, Allowed Intercompany claims, and Allowed
Interests will receive nothing.  Those Claims will be canceled,
released and extinguished as of the Effective Date.

The Holder of the Secured Lender Claim will receive:

  (A) the applicable Cash Consideration, if any, relating to the
sale of the Hotels pursuant to a Hotel Sale Transaction or
Transactions;

  (B) solely in the case of a Hotel Transaction to a Third Party
Purchaser that utilizes the secured financing offered by the
Secured Lender, in its sole and absolute discretion, called the
"Stapled Financing" with respect to such Debtor, the applicable
New Note or New Notes, the applicable New Mortgage or New
Mortgages, the applicable New Non-Recourse Carveout Guaranty and
New Environmental Indemnity Agreement and the applicable Loan
Assumption Agreement and ancillary and related documents;

  (C) the Remaining Cash Collateral;

  (D) solely in connection with respect to a Hotel Transaction to
a Credit Bid with respect to such Debtor, the applicable Hotel;

  (E) the net Cash proceeds of the Litigation Claims, arising from
any judgment, settlement or otherwise; and

  (F) any unused portion of the Litigation Claims Expense Fund
after the final resolution of all Litigation Claims.

Except to the extent that the Holder of an Allowed General
Unsecured Claim and the Plan Administrator agree to less favorable
treatment, the Holder of an Allowed General Unsecured Claim will
receive Cash in an amount equal to the amount of such Holder's
Allowed General Unsecured Claim without interest.

A copy of the Disclosure Statement for the Secured Lenders' Plan
is available at http://bankrupt.com/misc/nesbitt.doc211.pdf

                           Debtors' Plan

As reported in the TCR on Dec. 27, 2012, six of the Debtors filed
the Debtors' Plan and the Debtors' Disclosure Statement on
Nov. 28, 2012.  The Debtors' Plan does not address the treatment
of Claims against and interest in Nesbitt El Paso Property LP and
Nesbitt Denver Property LLC.  El Paso and Denver intend to sell
their assets with the consent of the Lender pursuant to Bankruptcy
code 363 or as part of a reorganization plan to be filed on a
future date.

Under the Debtors' Plan, the treatment of Secured Lender's Class 1
1 Secured Claim in the amount of $150,240,800, and Class 6
Deficiency Claim in the amount of $41,257,554 will depend on
whether the Lender votes to accept or reject the Plan.

If the Lender votes to accept the Plan, it will receive a
$109.5 million term loan A and about $130 million cash on account
of its secured claim, and a $38.8 million Term Loan C on account
of its deficiency claim.  Term loan A will have interest rate of
3.25%, a 10-year term, and interest only-payments for the first
five years.  Term loan C will have interest rate of 2.5%, a 25-
year term, and interest only-payments for the first five years.

If the Lender votes to reject the Plan, the Lender will receive a
$120.5 million new secured note and about $30 million cash.  The
note will have interest rate of 7%, a 25-year term, interest-only
payments for all 25 years, and secured by a first-lien on the
hotels.  The Lender will have a deficiency claim in the amount of
$4 million, to be paid in four annual $1 million payments without
interest beginning 2015.

If the Lender votes its Class 1 and Class 6 Claims in favor of the
Plan, Class 7 Equity interests will retain its Equity Interests in
the Reorganized Debtors.

If the Lender votes its Class 1 and Class 6 Claims against the
Plan, Class 7 Equity interests will be canceled and will receive
nothing under the Plan.

Holders of general unsecured claims will receive 50% of their
claims on the effective date and a second distribution equal to
50% of their claims on the date that is 365 days after the
effective date of the Plan.

The Plan Funding will be provided by either the new money
investment or Term Loan B and the funds held by the Lender in the
capital improvement reserve which, at the Petition Date, equaled
approximately $3.6 million.  The funds will be used to make
certain capital improvements to the Hotels and initial
Distributions as set forth in the Plan.

The hearing on the Debtors' Disclosure Statement is scheduled for
April 11, 2013, at 11:00 a.m.

A copy of the Disclosure Statement for the Debtors' Plan is
available at http://bankrupt.com/misc/NESBITT_PORTLAND_ds.pdf

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as am Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NEW ALBERTSON'S: S&P Assigns 'CCC+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to Boise, Idaho-based supermarket chain New
Albertson's Inc. (NAI), under its new ownership.  The outlook is
stable.

Concurrently, S&P is raising the issue-level rating on subsidiary
America Stores Co. (ASC)'s notes one notch to 'B' from 'B-', and
changing the recovery rating to '1' from '5'.  The '1' recovery
rating indicates S&P's expectation of very high (90% to 100%)
recovery of principal in the event of payment default.  The change
in the recovery rating reflects that ASC will place in escrow the
principal amount of the notes, as stipulated between SUPERVALU
Inc. (SUPERVALU), which guarantee those notes, and the purchasing
parties.

S&P is also lowering the rating on NAI's senior unsecured notes to
'CCC' from 'B-'.  The recovery rating on those notes remains '5',
which indicates S&P's expectation of modest (10% to 30%) recovery
of principal in the event of default.  The lower rating on the
notes reflects the lower corporate credit rating of NAI relative
to the current rating on SUPERVALU.

S&P expects AB Acquisition LLC, an entity owned by a consortium of
investors led by Cerberus Capital Management L.P. (Cerberus), to
purchase NAI from SUPERVALU.  The NAI purchase will include the
operating assets of the Jewel-Osco, Shaw's, Star, ACME, and
Albertson's banners.  At the same time, S&P expects Albertson's
LLC, which is also owned by AB Acquisition LLC, to purchase the
Albertson's stores and associated assets from NAI.  S&P expects
these transitions to close simultaneously before the end of the
month.

"The rating on NAI reflects our view of the company's financial
risk profile as 'highly leveraged,, based on what we expect to be
weak credit protection measures over the next year and our
assessment of a 'vulnerable' business risk profile," said Standard
& Poor's credit analyst Charles Pinson-Rose.  The financial risk
profile incorporates S&P's view of credit metric erosion over the
next year based on the company's substantial debt and debt-like
obligations coupled with performance declines.  It also reflects
S&P's expectation that the company will be free operating cash
flow neutral, though mainly because capital spending will be
depressed, in S&P's view.  S&P also believes NAI will maintain
"adequate" liquidity because of a likely substantial cash balance
after it receives cash considerations from the sale of the
Albertson's stores and associated assets from Albertson's LLC.

S&P also views the company's business risk profile as
"vulnerable," which incorporates the historically weak sales
trends at the acquired stores, operating measures that will likely
be worse than industry peers, and the intense competition in the
food retail industry.

The outlook is stable and incorporates S&P's expectation that
profits should decline substantially over the next year, but
stabilize from that point forward.  This would allow the company
to be approximately cash flow neutral and maintain adequate
liquidity.  However, S&P believes the company will remain highly
leveraged over the next year.  Given the company's cash balances,
it should have adequate liquidity sources even if performance is
substantially weaker than S&P's expectations.

S&P would only consider a positive rating if leverage was in the
mid to low 7x area and coverage in the mid 1x range.  S&P
estimates that EBITDA would need to be about 35% higher than
levels forecasted for fiscal 2014 or slightly higher than current
pro-forma levels.  S&P do not believe this likely over the next
two years given the company's strategies and industry competition.

S&P would likely consider a negative rating action if it felt
liquidity concerns were more acute, and if sources were less than
available uses over the next year.  Moreover, any financial policy
decision that meaningfully depletes cash on hand could cause S&P
to reassess the company's rating.


NEW ENERGY: Has Court's Nod to Use Cash Collateral Until April 28
-----------------------------------------------------------------
New Energy Corp. sought and obtained authorization from the Hon.
Harry C. Dees, Jr., of the U.S. Bankruptcy Court for the Northern
District of Indiana to use cash collateral through April 28, 2013,
to meet its postpetition obligations and to pay its operating and
administrative expenses incurred after the Petition Date.

On the Petition Date, the Debtor filed the first motion to use
cash collateral until Feb. 3, 2013, which the Court granted on
Dec. 18, 2012.  On Feb. 7, 2013, the Court entered the second cash
use order, granting the second cash use motion and allowing the
Debtor to use cash collateral through March 3, 2013.

The Debtor became indebted to the U.S. Department of Energy upon
the Debtor's acquisition of its business from an entity that had
defaulted on a loan guaranteed by DOE under the Alcohol Fuels
Program.  As of the Petition Date, the Debtor's total obligations
to DOE totaled $33,349,500.

The Debtor is also indebted to LF Financial, LLC, pursuant to
certain various credit facilities in the aggregate amount of
$7,097,000 as of the Petition Date.

The Debtor's indebtedness to DOE and LF Financial is secured by
valid, enforceable, properly perfected and non-avoidable liens and
security interests in all of the Debtor's property.  DOE has first
priority liens of up to $2.6 million in collateral, and the
remainder of the DOE's liens is equal in priority with those of LF
Financial.

The Debtor cannot maintain the value of its assets and pursue
confirmation of a plan of liquidation without paying for necessary
services and satisfying its other obligations incurred in the
ordinary course of business.  The Debtor lacks sufficient
unencumbered cash collateral with which to pay its expenses in
this case.  The Debtor must have authority to use cash collateral
in order to protect its assets long enough to allow it to achieve
a successful assets sale and confirmation of a plan of liquidation
to be filed jointly by the Debtor and the Committee.  The Debtor
lacks an alternative borrowing source from which it could secure
sufficient funding to pay its expenses without cash collateral
use.

The secured creditors will be entitled to adequate protection in
the forms of: (i) replacement liens on all of the Debtor's
property; and (ii) insurance on all cash collateral.  The Debtor
has also agreed to meet the deadlines of a sale of substantially
all of the assets of the estate and maintain all bank accounts
with Lake City Bank.

A copy of the budget is available for free at:

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

                      About New Energy Corp.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel.  The Debtor estimated assets of
at least $10 million and liabilities of at least $50 million.


OCEAN DRIVE: U.S. Trustee Objects to Adequacy of Plan Disclosures
-----------------------------------------------------------------
The U.S. Trustee assigned to the Chapter 11 case of Ocean Drive
Investment LLC, et al., objected to the disclosure statement
explaining the Debtors' Plan as not containing adequate
information on several matters, including:

   -- a description and valuation of assets and liabilities,
      including a basis for those valuations;

   -- the capital needs of the Debtors;

   -- the interest rate on the tax certificate in class 4;

   -- the amounts of fraudulent conveyances in the description of
      Classes 5-8; and

   -- the description and amounts of Classes 8 and 9.

The Troubled Company Reporter has previously reported that the
bankruptcy judge overseeing the Debtors' case refused to delay a
planned foreclosure sale of the Cavalier Hotel on Miami Beach,
ruling that the owner's Chapter 11 plan proposing a sale to hotel
operator Grand Heritage International LLC did not treat a secured
lender's $11.6 million claim fairly.

       About Ocean Drive Investment and the Cavalier Hotel

Ocean Drive Investment LLC and Cavalier Hotel LLC filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and
12-30451) on Aug. 28, 2012, in Miami.

The Debtors own the Cavalier Hotel located at Ocean Drive,
in Miami's South Beach, facing the Atlantic Ocean.  The Hotel has
46 rooms and is just within walking distance to bars, shops,
dining, nightlife, and the nonstop action of South Beach.
Cavalier Hotel LLC is the management company that operates and
manages the Hotel.

Ocean Drive has scheduled assets of $16,000,000 and liabilities of
$10,558,303 as of the Petition Date.  Cavalier Hotel LLC estimated
under $50,000 in assets and at least $10 million in liabilities.

The Debtors are represented by Nicholas B. Bangos, Esq., in Miami.


OFFSHORE GROUP: Moody's Rates Proposed $525MM Term Loan 'B3'
------------------------------------------------------------
Moody's Investors Service changed Offshore Group Investment
Limited's rating outlook to stable from negative and assigned a B3
rating to the company's proposed $525 million senior secured term
loan and $600 million senior secured notes due 2023.

At the same time Moody's affirmed OGIL's B3 Corporate Family
Rating, Caa1-PD Probability of Default Rating, and B3 ratings on
the existing senior secured term loan due 2017 and 7.50% senior
secured notes due 2019. Additionally, the Speculative Grade
Liquidity rating was upgraded to SGL-2 from SGL-3, reflecting good
liquidity.

Net proceeds from the new debt offerings will be used to retire
the remaining $1.0 billion of existing 11.50% notes due 2015
through a tender offer process, which was launched on March 18,
2013. Moody's will withdraw the rating on the 11.50% notes upon
their full redemption. OGIL will also enter into an amended $200
million revolving credit facility agreement as a part of these
refinancing transactions.

"The change in outlook reflects OGIL's improved liquidity, debt
maturity profile and visibility on the placement in service of the
third drillship (Tungsten Explorer)," commented Sajjad Alam,
Moody's Analyst. "Since our last rating action in October 2012,
OGIL has received a conditional letter of award for Tungsten
Explorer to work in West Africa beginning in mid-2014, obtained
commitments for a larger revolving credit facility, and eliminated
near term refinancing risks involving the 2015 notes."

Issuer: Offshore Group Investment Limited

Outlook Actions:

Outlook, Changed To Stable From Negative

Upgrades:

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

Assignments:

US$525M Senior Secured Bank Credit Facility, Assigned B3, LGD3
(34%)

US$600M Senior Secured Regular Bond/Debenture, Assigned B3, LGD3
(34%)

Affirmations:

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed Caa1-PD

US$500M Senior Secured Bank Credit Facility, Affirmed B3

US$1150M 7.5% Senior Secured Regular Bond/Debenture, Affirmed B3

Ratings Rationale

OGIL should have good liquidity through mid-2014, which is
captured in the SGL-2 rating. The proposed refinancing
transactions are cash neutral as the combined proceeds of $1.125
billion will be used to cover the note redemption and transaction
costs. However, the company will have significantly lower interest
burden going forward and will have more pre-payable debt in the
capital structure. OGIL had $503 million of balance sheet cash at
December 31, 2012 and will need to fund the upcoming $415 million
final delivery payment to Daewoo Shipbuilding & Marine Engineering
for Tungsten Explorer in May 2013. As a result, liquidity will be
at its lowest point in the second quarter of 2013. However, the
remaining cash balance, internally generated cash flow and the
availability under the newly placed $200 million revolving credit
facility should cover interest payments, scheduled debt
maturities, maintenance capex and working capital needs through
mid-2014. OGIL and Vantage Drilling Corporation (OGIL's parent)
are joint borrowers under the revolver and the credit facility has
one financial covenant (maximum senior leverage ratio of 1.5x),
which can be maintained easily. The revolver expires in April
2017. The company's alternate liquidity is limited given all of
its rigs are pledged to the note, term loan and revolver lenders.

Given the preponderance of a single class of debt in the capital
structure, OGIL's notes and term loans are rated at the B3 CFR
level. The senior secured revolver will share the same collateral
pool with the secured notes and term loans, but will have a first-
out with respect to collateral proceeds. The Caa1-PD PDR reflects
the heightened risk of default given OGIL's high leverage and
resultant susceptibility to deterioration in operating performance
and cash flow at any of its material assets. The one notch
differential in the CFR and PDR considers OGIL's high quality
assets, particularly the ultra-deepwater drillships that secure
the rated debt. In light of this security, a 65% recovery factor
is assumed under Moody's Loss Given Default methodology. The
proposed senior secured notes and term loan will rank pari passu
with the existing 7.5% notes and term loan and have upstream
guarantees from the operating companies that own OGIL's four
premium jack-up rigs and two drillships (Platinum Explorer and
Titanium Explorer). The third drillship, Tungsten Explorer, will
be added to the security and guarantee package when OGIL takes
delivery of this rig in 2013. The notes and term loan also have a
downstream guarantee from Vantage Drilling Corporation - the
parent holding company, as well as guarantees from certain Vantage
subsidiaries. The notes and the term loans do not have guarantees
from Vantage's subsidiaries that are involved in its rig
construction or management services business.

The B3 CFR reflects OGIL's very high financial leverage (proforma
Debt to EBITDA of approximately 12.2x at December 31, 2012), small
scale within the offshore contract drilling industry, cash flow
concentration in a few rigs, and a history of making entirely
debt-funded rig acquisitions. The rating also considers the
capital intensive and cyclical nature of offshore drilling
activities, limited revenue visibility involving the jackup rigs
that have short contracts, and the mobilization and start-up risks
involving the Tungsten Explorer. The rating is supported by OGIL's
new generation high-quality assets, diversified geographic
presence, and good operating track record, which has facilitated
strong utilization and better-than-average dayrates. The rating is
also underpinned by the long term drilling contracts of the
Platinum Explorer and Titanium Explorer drillships, and the robust
industry fundamentals of the ultra-deepwater segment. Platinum
Explorer has a five-year contract (roughly three years remaining)
with Oil and Natural Gas Ltd. (Baa1 stable) of India and Titanium
Explorer has an eight-year contract with Petrobras (A3 negative)
of Brazil.

The stable outlook assumes that OGIL will establish a clear
deleveraging trend and maintain adequate liquidity.

For a rating upgrade, Moody's would look for ongoing strong
utilization of all the rigs and a debt to EBITDA ratio approaching
5.0x.

Given the high current leverage, any significant decline in EBITDA
could trigger a downgrade whether resulting from contract
termination, contract re-pricing or unexpected downtime. A
downgrade could also occur from a leveraging transaction or if
there is a significant deterioration in liquidity.

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

Offshore Group Investment Limited is a wholly-owned subsidiary of
Vantage Drilling Company - an offshore drilling contractor
headquartered in the Cayman Islands.


OMEGA NAVIGATION: Disclosure Statement Approved
-----------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Omega Navigation Enterprises' Disclosure Statement for its First
Amended Chapter 11 Plan of Liquidation.

According to the Disclosure Statement, "The Debtors believe that
the Plan is in the best interests of all Creditors and urges
Creditors entitled to vote to accept the Plan...If the Plan is not
confirmed and there is no alternative plan quickly available, the
Debtors will likely seek conversion of the Chapter 11 Case to a
case under Chapter 7 of the Bankruptcy Code," the BankruptcyData
report related, citing court documents.

The Court scheduled an April 22, 2013 hearing to consider the
Plan.

                       About Omega Navigation

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

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

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

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

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

OMTRON USA: Has Final Okay to Obtain DIP Financing From Parent
--------------------------------------------------------------
Omtron USA, LLC, sought and obtained final authorization from the
U.S. Bankruptcy Court for the Middle District of North Carolina to
obtain debtor-in-possession financing consisting of a term loan
facility in the maximum amount of $100,000 from Quickcom, Ltd.,
the Debtor's parent corporation.

The Debtor has an immediate need to obtain the balance of the
Bridge Financing, in order to, among other things, preserve the
value of the Debtor's estate, make payroll, pay administrative
expenses and satisfy other working capital and general corporate
purposes of the Debtor's estate.  The Debtor is unable to obtain
financing on more favorable terms from sources other than the
Lender and is unable to obtain adequate unsecured credit allowable
under 11 U.S.C. Sec. 503(b)(1) as an administrative expense.

For any day, interest will accrue at a rate per annum equal to
3.25%.  Upon the occurrence and during the continuance of an event
of default, the Debtor will pay interest on all outstanding
obligations at a rate per annum equal to 6.25%.

Any obligation will constitute an allowed administrative claim
against the Debtor's estate with priority over any and all
administrative expenses and all other claims against the Debtor's
estate.

A copy of the Bridge Loan Agreement is available for free at:

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

                         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.


OPTIMUMBANK HOLDINGS: Supplements Report of PFO Appointment
-----------------------------------------------------------
OptimumBank Holdings, Inc., previously filed a current report on
Form 8-K with the Securities and Exchange Commission to announce
the appointment of a new principal financial officer.

The Company has amended the Current Report in order to correct and
supplement the information contained therein.  No other changes
have been made to the Original Filing.

   "On March 11, 2013, Jeffrey T. Wagner, 58, was appointed as
    Chief Financial Officer of OptimumBank Holdings, Inc. (the
   "Company") and its subsidiary bank, OptimumBank, subject to
    regulatory approval.  Prior to joining the Company, from 2007
    to 2012, Mr. Wagner served as Chief Financial Officer,
    Treasurer and Senior Vice President of Florida Business Bank,
    a $114 million community bank located in Melbourne, Florida.
    From 2002 to 2006, Mr. Wagner was President and owner of Jeff
    Wagner Consulting LLC, a consulting firm located in Columbus,
    Ohio, specializing in business plans, consolidation planning,
    modeling, settlements, growth planning and other assignments,
    as well as providing interim or part-time chief financial
    officer services.  From 1980 to 2002, he served in various
    capacities, including Senior Vice President, Director of
    Planning and Analysis, for Huntington Bancshares, a $56.4
    billion publicly traded bank holding company headquartered in
    Columbus, Ohio.

                    About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100% of OptimumBank,
a state (Florida)-chartered commercial bank.

The Company's balance sheet at Sept. 30, 2012, showed
$150 million in total assets, $141.1 million in total
liabilities, and stockholders' equity of $8.9 million.

                  Regulatory Enforcement Actions

On April 16, 2010, the Bank consented to the issuance of a Consent
Order by the FDIC and OFR.  The Consent Order covers areas of the
Bank's operations that warrant improvement and imposes various
requirements and restrictions designed to address these areas,
including the requirement to maintain certain minimum capital
ratios.  Management believes that the Bank is currently in
substantial compliance with all the requirements of the Consent
Order except for the following requirements:

   * Scheduled reductions by Oct. 31, 2011, and April 30, 2012, of
     60% and 75%, respectively, of loans classified as substandard
     and doubtful in the 2009 FDIC Examination;

   * Retention of a qualified chief executive officer and a chief
     lending officer; and

   * Development of a plan to reduce Bank's concentration in
     commercial real estate loans acceptable to the supervisory
     authorities.

The Bank has implemented comprehensive policies and plans to
address all of the requirements of the Consent Order and has
incorporated recommendations from the FDIC and OFR into these
policies and plans.  As of Sept. 30, 2012, scheduled reductions of
the aforementioned 2009 classified loans were 59.44%.


ORMET CORP: Unsecured Creditors Say Bidding Favors Wayzata
----------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports the
committee representing unsecured creditors in aluminum producer
Ormet Corp.'s Chapter 11 case is objecting to rules proposed to
govern an auction for Ormet's assets, saying the rules improperly
benefit lead bidder Wayzata Investment Partners 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.


OVERSEAS SHIPHOLDING: US Trustee Balks At $14M In Bonuses
---------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the U.S. Trustee on
Friday questioned Overseas Shipholding Group Inc.'s bid to pay $14
million in bonuses to hundreds of the bankrupt oil shipper's
employees, along with a handful of executives, saying OSG needs to
disclose more details to prove the bonuses are necessary.

The report related that in an objection filed in Delaware
bankruptcy court, U.S. Trustee Roberta A. DeAngelis targeted OSG's
new proposal to pay an estimated $9.8 million to around 200
nonexecutive "shoreside" employees, along with a motion to
continue a pre-existing bonus plan paying eight executives.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PATRIOT COAL: Gets Court's OK to Terminate 401(k) Retirement Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
authorized Patriot Coal Corporation on Friday, March 15, 2013, to
exercise its contractual rights to terminate the Patriot
Supplemental 401(k) Retirement Plan, effective as of March 31,
2013, and to terminate the related Service Agreement, under which
The Vanguard Group, Inc., provides certain record keeping and
accounting services to the Plan.

A copy of the Order is available at:

         http://bankrupt.com/misc/patriotcoal.doc3228.pdf

As reported in the TCR on Feb. 28, 2013, the termination of the
Plan will result in (i) $2.5 million in respect of prepetition
compensation deferrals being treated as prepetition claims against
the applicable Plan Debtor's estate, rather than being paid in
cash, and (ii) the payment to the Participants of $295,000 in
postpetition administrative expense claims accrued since the
Petition Date by the applicable Plan Debtor.

                        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.


PATRIOT COAL: Gets Court's OK to Expand EY LLP Employment
---------------------------------------------------------
Patriot Coal Corporation and its affiliated Debtors received
Friday, March 15, 2013, Bankruptcy Court authorization to expand
the employment and retention of Ernst & Young LLP in the Debtors'
Chapter 11 cases, nunc pro tunc to Feb. 26, 2013, on the terms
provided provided in the Additional Engagement Letter dated
Feb. 26, 2013.

The additional services to be provided by EY LLP are:

  * Auditing and reporting on the consolidated financial
    statements of Patriot for the year ending Dec. 31, 2013

  * Auditing and reporting on the effectiveness of Patriot's
    internal control over financial reporting as of Dec. 31, 2013;
    and

  * Reviewing Patriot's unaudited interim financial information
    before Patriot files its Form 10-Q for each quarter of the
    year ending Dec. 31, 2013, and issuing a report to the Audit
    Committee that provides negative assurance as to conformity
    with U.S. generally accepted accounting principles.

To the best of the Debtors' knowledge, EY LLP is a ?disinterested
person? as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy
Code, and that EY LLP does not hold or represent an interest
adverse to the Debtors and their estates and otherwise meets the
standards for employment under the Bankruptcy Code.

EY LLP's agreed hourly rates for the additional services, which
are the same rates as were previously approved with respect to the
2012 audit services, are:

     National Partner/Principal      $600
     Partner/Principal/Executive
     Director                        $525
     Senior Manager                  $430
     Manager                         $375
     Senior                          $275
     Staff                           $190

                        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.


PATRIOT COAL: Responds to Union and Funds Objections to AIP/CERP
----------------------------------------------------------------
Patriot Coal responded Friday, March 15, 2013, to the objections
of the United Mine Workers of America (UMWA) and the United Mine
Workers of America 1974 Pension Trust and the United Mine workers
of America 1993 Benefit Plan (together, the ?UMWA Funds') to
Patriot's motion for authority to implement a Chapter 11 incentive
plan and a critical employees retention plan for certain employees
of the Debtors, citing that despite demanding reams of discovery
and a lengthy extension of time, the UMMA and the UMMA funds are
unable to dispute any of the following:

    * All Chapter 11 incentive plans as well as retention plans
that do not include ?insiders? are subject only to business
judgment scrutiny.

    * The Debtors are suffering unprecedented attrition levels,
including the loss of additional key employees since the Debtors'
Motion for Authority to Implement the Compensation Plans was
filed.

    * With improving market prospects and with many plan
participants having transferable skills (as the UMMA Funds' own
expert concedes), attrition can only be expected to increase
should the proposed incentive plan (the ?AIP?) and the proposed
critical employee retention plan (the ?CERP) not be approved.
This is particularly true given that attrition has likely been
temporarily slowed in anticipation of these Proposed Plans being
approved by the Court.

    * The Debtors' six executives managers have voluntarily
removed themselves from participation in either Proposed Plan.

    * The total maximum combined cost of the Proposed Plans is
extremely modest -- just 0.36% of revenues.

    * AIP payouts are far from assured due to the aggressive
performance metrics.  Indeed, the Debtors are on pace to miss
multiple key metrics.

    * Pursuant to a settlement with the United States Trustee,
anyone who was even arguably an insider under the applicable case
law was removed from the CERP and, accordingly, the U.S. Trustee
did not object to the Motion.

    * The Proposed Plans are consistent with -- albeit less
generous than -- established prepetition practices at Patriot.

    * Even if every dollar is earned under the Proposed Plans,
covered employees will still be undercompensated relative to
market.

    * The Proposed Plans -- including the AIP performance metrics
-- were developed in close consultation with the Committee of
Unsecured Creditors including its legal and financial advisors,
and enjoy the Committee's support.

A copy of Patriot's Omnibus Reply to the Union and the Funds'
Objections to the Proposed Compensation Plans is available at:

           http://bankrupt.com/misc/patriot.doc3259.pdf

                        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.


PAYMENT DATA: Reacquires 5.5 Million shares From 2 Executives
-------------------------------------------------------------
Payment Data Systems, Inc., previously recognized a loss on margin
loans the Company guaranteed for Michael R. Long, its then
Chairman of the Board of Directors and Chief Executive Officer,
and its current Chairman of the Board of Directors, Chief
Executive Officer and Chief Financial Officer; and Louis A. Hoch,
the Company's President and Chief Operating Officer, in the
amounts of $535,302 and $449,371, respectively.  In February 2007,
the Company signed employment agreements with Messrs. Long and
Hoch in which each agreed to repay his respective obligation to
the Company in four equal annual payments of cash or stock or any
combination thereof.

As of Sept. 30, 2012, Mr. Long owed the Company $377,651 and Mr.
Hoch owed the Company $324,686.  The aggregate amount for the
unpaid installments of $702,337 is classified as "Related Party
Receivable" on the Company's balance sheet at Sept. 30, 2012.

On March 11, 2013, in accordance with the Company's employment
agreements with Messrs. Long and Hoch, the Company accepted shares
of its common stock owned by Messrs. Long and Hoch as satisfaction
in full for the remaining amounts owed to the Company.

Also on March 11, 2013, the Company agreed to purchase additional
shares of its common stock owned by Mr. Long and Mr. Hoch valued
at $156,852 and $144,403 respectively.  The Company agreed to that
transaction in lieu of a cash bonus to compensate Messrs. Long and
Hoch for their service to the Company.  As a result, the Company
incurred a one-time expense of $301,255 in conjunction with these
payments.

On March 11, 2013, the Company accepted 2,969,459 shares of its
common stock valued at $534,503 and 2,606,051 shares of its common
stock valued at $469,089 from Messrs. Long and Hoch, respectively,
as satisfaction in full of their outstanding payments owed to the
Company and for their compensation payments.  The common stock
accepted from Messrs. Long and Hoch was valued at $0.18 per share,
in accordance with the Company's employment agreements, which was
the closing price of the common stock on March 1, 2013.  The
common stock accepted from Messrs. Long and Hoch was recorded as
treasury stock with a total cost of $702,337 and the Company no
longer carries a "Related Party Receivable" on the Company's
balance sheet.

By virtue of Messrs. Long and Hoch's officer positions with the
Company, they are each considered a related party of the Company
under federal securities law.  The Company's Board of Directors
has acknowledged that the Company's entry into this agreement with
Messrs. Long and Hoch is a related party transaction and has
approved those transactions.

The Company believes this transaction will, in the short and long
term, benefit its shareholders.  Removing these loans improves the
Company's balance sheet which the Company believes could improve
its access to capital in the future in the event it decides to
seek capital.  The Company also views the repayments of these
loans as positioning the company for the next step in its plans to
continue its growth and increase value for shareholders including
positioning the company for a planned application to list its
shares on NYSE MKT or other national market.  Retiring 5,575,510
shares of common stock will decrease shares in the Company's float
and increases the percentage ownership of its existing
shareholders.

                    About Payment Data Systems

San Antonio, Tex.-based Payment Data Systems, Inc. provides
integrated electronic payment processing services to merchants and
businesses, including credit and debit card-based processing
services and transaction processing via the Automated
Clearinghouse Network.  The Company also operates an online
payment processing service for consumers under the domain name
http://www.billx.com/through which consumers can pay anyone.

The Company's balance sheet at Sept. 30, 2012, showed $4.47
million in total assets, $2.80 million in total liabilities, all
current, and $1.67 million in total stockholders' equity.


PEREGRINE FINANCIAL: Ruling May Mean Full Payment for Customers
---------------------------------------------------------------
Andrew Harris, writing for Bloomberg News, reported that Peregrine
Financial Group Inc.'s Chapter 7 trustee won court approval to
create three classes of firm commodity customers, a ruling that he
said may lead to full repayment for one class of account holders.

According to the Bloomberg report, U.S. Bankruptcy Judge Carol A.
Doyle in Chicago approved trustee Ira Bodenstein's request to
divide account holders based on who traded on U.S. commodity
exchanges, who traded on exchanges outside the country, and who
holds warehouse receipts for taking or making delivery under
commodity contracts.

That division may enable customers who traded on foreign
commodities exchanges to be repaid in full, Bodenstein said after
the hearing, Bloomberg related.

"We anticipate that they'll get close to all their money,"
Bodenstein told Bloomberg.  There may even be a surplus, he said.


PETER DEHAAN: To Sell Salem Farm & Buy Gasto Farm Under Plan
------------------------------------------------------------
Peter Dehaan Holsteins, LLC, has a reorganization plan dated
Jan. 30, 2013, which provides that Northwest Farm Credit Services,
PCA, whom the Debtor owes $6.52 million, will be paid in full
through:

  (i) the sale of the Salem Farm and the purchase of the Gaston
      Farm;

(ii) the sale of certain personal property assets owned by the
      Debtor;

(iii) the partial payment of existing debt owed to NWFCS from
      anticipated sales of the Salem Farm and other assets; and

  (iv) a restructuring of remaining indebtedness owed to NWFCS of
       up to $3.5 million to 4.0 million which remaining debt will
       be secured by first position liens on the Gaston Farm, the
       McMinnville Farm and other assets of the Debtor and permit
       completion of the 1031 Exchange.

According to the Disclosure Statement, the Debtor will continue to
make its regular monthly payments owed to John Deere Credit, Inc.,
and its affiliates, and John Deere will retain its liens against
the collateral.

The Debtor will continue to pay Naeda Financial, LLC, its regular
monthly payments in accordance with the terms of its contract with
Naeda and Naeda will retain its liens on the collateral securing
its claim.

Each holder of a General Unsecured Claim will receive a promissory
note in the full amount of its allowed claim, payable with
interest at the rate of 4% per annum.  Payments to the claimants
will be made in three equal annual installments of principal and
interest over a 36-month period.  The first annual installment to
holders will be due 60 days after the Effective Date.  Annual
payments thereafter for the second and third installments will be
due on the anniversary date of the first installment payment for
the 2014 and 2015 calendar years.

Administrative, Priority Tax, Agricultural Services Lien, and
Convenience Unsecured Claims will also be paid in full.

The Debtor will sell cattle and satisfying in full the 26 valid
and perfected ASL Claims that have been filed.  The Debtor will
list the Salem Farm and facilities for sale.  The Debtor believes
that the Salem Property could be sold for an aggregate price of
$4.6 million.  As part of the restructuring, the Debtor will
reduce its current dairy operations even further by selling up to
an additional 1,400 milk cows and 1,100 heifers which are
estimated to generate an additional $3.1 million in proceeds.
Following the sale of assets, the Debtor will continue to conduct
its dairy operations on the Gaston Farm and McMinnville Farm with
a reduced cattle herd of approximately 1600 animals.  The sale of
the Salem Farm must be accomplished as part of a 1031 Tax Exchange
that will minimize the tax consequences associated with the sales
of assets.  To satisfy the acquisition requirement necessary to
completing the 1031 Exchange, the Debtor will purchase the Gaston
Farm and additional farm land of up to 150 acres for a total
purchase price of up to $3.5 million.

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

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

                   About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products.  In 2011 the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals.  The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon.  The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon.  A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon.  A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon.  The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor's dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012.  The Debtor estimated
assets of $10 million to $50 million and liabilities of up to
$10 million.  The Debtor is represented by Jeffrey C. Misley,
Esq., at Sussman Shank LLP, in Portland.

In its schedules, the Debtor disclosed $11,161,063 in assets and
$8,307,564 in liabilities.


PETER DEHAAN: Taps Re/Max Advantage as Real Estate Broker
---------------------------------------------------------
Peter Dehaan Holsteins, LLC, has sought authorization from the
U.S. Bankruptcy Court for the District of Oregon to employ John
Lee and David Wood of Re/Max Advantage Plus as real estate broker.

The Debtor propose to list for sale 224 acres of real property and
dairy facilities located at 22180 SE Lafayette Highway Salem
Oregon together with an additional five acres of real property and
improvements located adjacent to the Salem Dairy.  The initial
aggregate listing price of the real property will be $4.6 million.
The Debtor will pay Re/Max 6% of the sale price as a real estate
commission.

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

                   About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products.  In 2011 the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals.  The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon.  The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon.  A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon.  A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon.  The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor's dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012.  The Debtor estimated
assets of $10 million to $50 million and liabilities of up to
$10 million.  The Debtor is represented by Jeffrey C. Misley,
Esq., at Sussman Shank LLP, in Portland.

In its schedules, the Debtor disclosed $11,161,063 in assets and
$8,307,564 in liabilities.


PHOENIX COMPANIES: Moody's Lowers Senior Debt Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service has downgraded the senior debt rating of
The Phoenix Companies, Inc. (Phoenix; NYSE: PNX) to Caa1 from B3
and continues the review for downgrade.

In addition, Moody's is maintaining its review for downgrade of
the Ba2 insurance financial strength rating of the company's life
insurance subsidiaries, led by Phoenix Life Insurance Company and
the B1 (hyb) debt rating of Phoenix Life's surplus notes.

The rating action was prompted by the company's announcement of
continued delays in the filing of its GAAP financial statements.

Ratings Rationale

According to Moody's Assistant Vice President, Shachar Gonen, "The
downgrade of Phoenix's debt rating is driven by the identification
of additional errors in its financial statements and Moody's
expectation of multiple material weaknesses in its accounting
controls and procedures. These issues have led to a delay in the
completion of its accounting restatements and increase the
potential for default or acceleration of Phoenix's $253 million
outstanding of 7.45% Quarterly Interest Bonds due 2032."

The company announced that it will not be able to file its Q3 2012
Form 10-Q with the Securities and Exchange Commission by March 31,
2013, which is the amended deadline as per the noteholder consent
solicitation approved on January 16, 2013. It also does not expect
to timely file its 2012 Form 10-K.

The rating agency added that the continuing review of the surplus
note and IFS ratings of Phoenix Life reflects Phoenix's weak
accounting procedures and controls, and the potential challenges
in managing the underlying business operations given the current
management distractions as well as the potential for increased
surrenders by policyholders. Phoenix will likely conclude it has
multiple material weaknesses once it completes its restatement.

Moody's noted that the increased notching (from 4 notches to 5
notches) between the IFS rating of Phoenix Life and the senior
debt rating of Phoenix reflects the increased risk of an event of
default as well as the greater potential--albeit not expected--for
a recovery of less than 100% by noteholders of Phoenix if an
acceleration of the debt should occur. Phoenix was previously able
to obtain noteholder consent to waive the financial reporting
delay. The rating agency said that in the unexpected event of note
acceleration, the holding company's resources ($145 million as of
year-end 2012) would need to be supplemented by additional
liquidity from the operating company, subject to regulatory
oversight. On the positive side, Moody's noted that Phoenix Life
has good capital levels with an NAIC risk based capital (RBC)
ratio of 379% at YE 2012, and there is ample liquidity at the
operating company.

The rating agency said that the review for downgrade of the
ratings will focus on Phoenix's ability to file its audited GAAP
and audited statutory financial statements within the required
deadlines and related developments on acceleration of the
outstanding notes. Moody's said the review will also consider
management's efforts to remediate any accounting control
weaknesses that are likely to be reported.

Rating Drivers

Moody's said the following factors could lead to a confirmation of
Phoenix's and its operating companies' ratings: filing of its GAAP
financials within the cure period to avoid a covenant breach or
obtaining the consent waiver to amend the covenants; remediation
of any accounting control weaknesses; return on capital (ROC)
consistently above 0%; NAIC RBC ratio maintained above 300%; cash
flow coverage of greater than 2x on a consistent basis.

Conversely, the following factors could lead to a downgrade of
Phoenix's ratings: inability to timely file its GAAP financials
within the cure period or audited statutory financial statements
or obtain the necessary consent waiver; an acceleration of the
senior notes; NAIC RBC ratio falls below 300%; cash flow coverage
less than 2x; cash outflows on the company's existing policies
substantially increase from their current pace.

The following ratings were downgraded and remain on review for
downgrade:

The Phoenix Companies, Inc. -- senior unsecured debt rating to
Caa1 from B3.

The following ratings remain on review for downgrade:

Phoenix Life Insurance Company -- insurance financial strength
rating at Ba2, surplus note rating at B1 (hyb);

PHL Variable Insurance Company -- insurance financial strength
rating at Ba2.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Life Insurers published in May 2010.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.

Phoenix is an insurance organization headquartered in Hartford,
Connecticut. As of June 30, 2012, Phoenix reported total assets of
about $21.2 billion and stockholders' equity of approximately $0.9
billion.


PICCADILLY RESTAURANTS: Wants Plan Filing Extension Until July 8
----------------------------------------------------------------
Piccadilly Restaurants, LLC, et al., have asked the Hon. Robert
Summerhays of the U.S. Bankruptcy Court for the Western District
of Louisiana to further extend the exclusive periods for the
Debtor to file a Chapter 11 plan until July 8, 2013, and to gain
acceptance of that plan until Sept. 9, 2013.

The Debtors have been operating under an interim DIP stipulation
and final DIP stipulation, with its pre-petition lender, Atalaya.
The 13-Week "Approved DIP Cash Projections" filed on Dec. 7, 2012,
projected that the Debtors would borrow an additional $750,000 on
Jan. 29, 2012, as well as an additional $750,000 on Feb. 19, 2013.
Based on much better than anticipated operations, however, the
Debtors have not borrowed any additional funds from Atalaya since
the initial draw of $500,000 shortly after the commencement of the
case.

On Feb. 22, 2013, the Debtors filed a new "Approved DIP Cash
Projections" for the 13-week period ending May 21, 2013.  The New
Projections indicate that the Debtors won't borrow any additional
funds under the DIP facility until April 9, 2013.  The Debtors
assumed that the closing on the sale of the Debtors' property in
Ocala, Florida, would not occur, even though the closing was
scheduled for the following week.  On Feb. 26, the sale of the
Ocala property closed, and net sale proceeds of approximately
$483,000 have been paid to Atalaya.  Pursuant to the terms of the
Final DIP Stipulation, those net sale proceeds were credited
against the outstanding principal amount of $500,000 on the DIP
facility.

The Debtors reached a favorable agreement with The Merchants
Company dba Merchants Foodservice, and its Affiliates, the
supplier of approximately 90% of the Debtors' food and supplies
that had operated without a written agreement with the Debtors.
On Dec. 19, 2012, the Debtors obtained approval of its motion for
an order that, among other things, granted critical vendor status,
authorized Debtors to enter into a distribution agreement with
Merchants, and authorized the immediate cash payment of a portion
of the pre-petition claim of Merchants.

According to the Debtors, Merchants' Order was a major milestone
in the Debtors' restructuring efforts.  Pursuant to Merchants'
Order, Merchants and the Debtors entered into a distribution
agreement that governs the sale and delivery of food and supplies
at prices that are generally equal to or lower than the pre-
petition prices charged by Merchants to the Debtors, (a) is for a
term of two years, (b) is terminable by the Debtors on 120-days'
notice to Merchants, and (c) gives the Debtors' credit terms of up
to $1.4 million.  Thus, the Distribution Agreement provides
stability to the Debtors, lower prices for the vast majority of
its food and supplies, and provides a substantial line of credit.

Piccadilly Restaurants, LLC, is a lessee under numerous
nonresidential real property leases for its cafeterias.  The
Debtors have filed a number of motions to reject nonresidential
real property leases that are unprofitable and, where appropriate,
related personal property and executory contracts.  The Debtors
contacted certain lessors and requested consensual extensions of
the current deadline to assume or reject, which is April 9, 2013.
Two of the landlords who have executed Assumption Deadline
Extensions are Circus Property I, LLC and Circus Property II, LLC.
The master lease agreements with these two landlords cover a total
of 15 leased cafeterias.

The Debtors have also reconciled and paid all the legitimate PACA
claims that they have received to date.

                  About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Lawyers at
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New
Orleans, serve as the 2012 Debtors' counsel.  BMC Group, Inc.,
serves as claims agent, noticing agent and balloting agent.  In
its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  In October, the
Committee sought and obtained Court approval to employ Frederick
L. Bunol, Albert J. Derbes, IV, of The Derbes Law Firm, L.L.C. as
attorneys.


PINAFORE HOLDINGS: Market Position Cues Moody's to Affirm Ba3 CFR
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Pinafore
Holdings BV - Corporate Family and Probability of Default ratings
at Ba3 and Ba3-PD, respectively. Pinafore is the intermediate
holding company parent for the operations of Tomkins Ltd. In a
related action Moody's assigned a Ba2 rating to the amended first
lien bank credit facilities under which Tomkins, LLC and Tomkins,
Inc. are co-borrowers, and also affirmed the B1 rating of the
senior secured second lien notes. Tomkins, LLC and Tomkins, Inc.
are indirect subsidiaries of Pinafore. The rating outlook is
stable.

The following ratings were affirmed:

Pinafore Holdings BV

  Corporate Family Rating, at Ba3

  Probability of Default Rating, at Ba3-PD

Tomkins LLC

  $445 million (remaining amount) senior secured second lien
  notes, at B1 (LGD5, 81%);

  $300 million senior secured first lien revolving credit
  facility, at Ba2 (LGD3, 33%);

The following ratings were assigned:

  Ba2 (LGD3, 33%) to the $99 million (remaining amount) amended
  senior secured first lien term loan A facility;

  Ba2 (LGD3, 33%) to the $1.3 billion (remaining amount) senior
  secured first lien term loan B facility

The ratings of the previous term loan A and term loan B facilities
are withdrawn

Ratings Rationale

The Ba3 Corporate Family Rating reflects Pinafore's leading
position as provider of belts, hoses, pulleys and related products
through the company's Gates brand to the automotive and industrial
markets. The rating also incorporates Pinafore's pro forma credit
metrics as of December 31, 2012, following the sale of the Air
Distribution business, and the subsequent paydowns and amendments
to the company's bank credit facilities. Pinafore's pro forma LTM
EBITA margin as of December 31, 2012 approximated 10.5% (including
Moody's standard adjustments), and EBITA/Interest approximated
2.8x which support the rating.

Pinafore's operations benefit from the fact that about 61% of the
Gates business is derived from the automotive and industrial
aftermarkets where demand is more stable than in the original
equipment market. In addition about 49% of the Gates business is
generated in North America where macroeconomic conditions compare
more favorably than those in the company's Europe, Middle East and
Africa markets (about 22% of Gates' revenues). During the past two
years Pinafore has generated substantial cash from the sale of
certain business units and used a portion of the proceeds to
reduce debt.. However, a significant portion of asset sale
proceeds have funded a recent shareholder distribution of
approximately $1.1 billion. As a result, pro forma leverage
remains high, with pro forma Debt/EBITDA leverage of about 4.7x
which is high compared to similarly rated companies.

The stable outlook reflects Moody's expectation that Pinafore
should generate positive free cash flow over the next twelve
months, despite demand pressures in the company's European
markets, to support further debt paydowns and reductions in
leverage.

Pinafore is anticipated to have an adequate liquidity profile over
the near-term supported by cash on hand and expected free cash
flow generation. As of December, 31 2012 Pinafore maintained
$445.5 million of cash on hand. While the company's global revenue
growth is expected to be challenged by demand pressures Europe,
Moody's expects that the substantial portion of business related
to automotive aftermarkets and industrial replacement parts should
support the company's profit margins. Liquidity is also supported
by a $300 million revolving credit facility which was unfunded at
December 31, 2012 but which has $55.6 million of issued letters of
credit outstanding. The facility is likely to remain unfunded over
the near-term, given the free cash flow expectations and sizeable
cash balances. Principal financial covenants under the bank credit
facilities include a leverage ratio test and an interest coverage
ratio test which are expected to have ample cushion over the near-
term.

Future events that have the potential to drive Pinafore's outlook
or rating lower include the inability to demonstrate further debt
reduction and improvements in credit metrics. This could result
from weaknesses in the company's global automotive production or
industrial markets which are not offset by successful
restructuring actions. In order to continue to support the
assigned ratings Pinafore must continue to improve its interest
coverage and debt leverage credit metrics. Consideration for a
lower outlook or rating include: EBITA margins approaching 5%,
EBITA/Interest sustained below 3.0x, or Debt/EBITDA sustained
above 4.0x. A deterioration in the company's liquidity profile
could also result in a lower outlook or rating.

Consideration for a higher outlook or rating is unlikely over the
near-term as Moody's expects improvements in Pinafore's operating
performance to further support the company's position in the Ba3
rating range.

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

Pinafore Holding BV is the intermediate parent holding company for
the operations of Tomkins Ltd (Tomkins) following its acquisition
by Pinafore Acquisitions Limited (jointly owned by Onex and the
Canada Pension Plan Investment Board). Headquartered in Denver,
Colorado, Tomkins is a diversified global engineering company
focused on industrial and automotive-related activities. In FY
2012, Pinafore's ongoing operations generated sales of USD 3.0
billion.


PITT PENN: UpShot Services Approved as Administrative Agent
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on March 14
approved UpShot Services LLC as administrative agent to Pitt Penn
Holding Co., Inc., and its affiliated debtors, effective March 11.

            About Pitt Penn and Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.

In November 2012, OMTAMMOT, LLC, the Debtors' secured lender,
filed a Joint Chapter 11 Plan of Reorganization for the Debtors.
The Plan provides for the payment in full (including appropriate
post-petition interest) of all Allowed Claims of Claimants against
Industrial Enterprises of America, Inc. (IEAM), the retention of
common stock by all common stockholders of IEAM, and the treatment
of all Allowed subordinated Claims against IEAM consistent with
section 510(b) of the Bankruptcy Code.  Under the terms of the
Plan, and other than with respect to Claims of the Plan Proponent,
all Allowed Claims against and Allowed Interests in IEAM are
unimpaired.  Accordingly, pursuant to section 1126(f) of the
Bankruptcy Code, all holders of Claims against and Interests in
IEAM are conclusively deemed to have accepted the Plan and are not
entitled to vote on the Plan.

With respect to each of the remaining Debtors, the Plan provides
for payment in full of all Allowed Administrative Claims, Allowed
Priority Tax Claims, and Allowed Non-Tax Priority Claims against
each such Subsidiary Debtor, and provides a 30% distribution to
Allowed General Unsecured Claims against each such Subsidiary
Debtor in settlement of all asserted issues pertaining to
substantive consolidation and/or intercompany claims.

The Plan constitutes a separate chapter 11 plan for each Debtor.
If the Plan does not receive sufficient accepting votes from
eligible Claimants of one or more of the Subsidiary Debtors, the
Plan Proponent will nonetheless seek confirmation of the Plan with
respect to (i) IEAM and (ii) any of the Subsidiary Debtors for
which sufficient accepting votes from eligible Claimants are
received.

A copy of the joint chapter 11 plan of reorganization is available
for free at http://bankrupt.com/misc/PITT_PENN_plan.pdf


PLAZA VILLAGE: Case Summary & 5 Unsecured Creditors
---------------------------------------------------
Debtor: Plaza Village Senior Living, LLC
        P.O. Box 2003
        Del Mar, CA 92014

Bankruptcy Case No.: 13-02723

Chapter 11 Petition Date: March 19, 2013

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

Judge: Louise DeCarl Adler

Debtor's Counsel: Andrew H. Griffin, III, Esq.
                  LAW OFFICES OF ANDREW H. GRIFFIN, III
                  275 East Douglas Avenue, Suite 112
                  El Cajon, CA 92020
                  Tel: (619) 440-5000
                  Fax: (619) 440-5991
                  E-mail: Griffinlaw@mac.com

Scheduled Assets: $11,533,346

Scheduled Liabilities: $15,751,246

The petition was signed by B. Darryl Clubb, managing member.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Aaron M. Clubb                        12-04782            04/01/12
B. Darryl Clubb                       12-04790            04/01/12

Debtor's List of Its Five Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Gershman Mortgage                  Building and Land   $12,500,000
7 N. Bemiston
Saint Louis, MO 63105

Pacific Horizon Mortgage Inv.      Promissory Note      $2,959,122
10920 Via Frontera, Suite 230
San Diego, CA 92127

Coast Contracting Corp.            Construction Debt      $203,099
P.O. Box 2003
Del Mar, CA 92014

Thomas Rice                        Loans to the LLC        $47,014

IDS                                Loan to LLC             $42,012


PONCE DE LEON 1403: PRLP 2011 Asks Court to Deny Plan Confirmation
------------------------------------------------------------------
Secured creditor PRLP 2011 Holdings LLC objects to Ponce De Leon
1043, Inc.'s Jan. 25, 2013 Amended Plan of Reorganization, citing
that the Plan should not be confirmed as it suffers from various
deficiencies pursuant to Section 1129 of the Bankruptcy Code.

According to papers filed with the Court, the Plan is not feasible
due to, among other things, the fact that the treatment provided
to creditors in the Plan is inconsistent with the most recent
Appraisal Report prepared by Luis E. Vallejo of Vallejo & Vallejo
Real Estate Appraisers and Counselors.  "Specifically, the
feasibility of the Plan is put into question inasmuch as the
proposed Scenario A is predicated upon Debtor entering into an
agreement with PRLP (which agreement has not materialized to
date), as well as is based on expected sales of certain
Residential and Commercial Units for which no historical sales
support exists.

"Furthermore, the Plan cannot be confirmed under the proposed
Scenario B treatment as the same is insufficiently funded as to
those creditors in Classes 3 and 4 of the Plan, as well as
attempts to improvidently modify and expunge PRLP's collateral,
guarantees and security interests therein.

"PRLP will show that the Plan, as proposed, is patently
unconfirmable in light of the fact that the Plan will not offer
creditors more than they would receive under a liquidation
scenario, the fact that Debtor has improper and improvidently
precluded PRLP from participating in the General Unsecured
Creditors Class to collect on their Deficiency Claim, particularly
when considering that the value of the Metro Plaza properties will
not be sufficient to cover PRLP's indebtedness in full.

"Furthermore, the Appraisal Report is premised and relies on
insufficient and incorrect information.  Both the applicable law
and the testimony offered by the Accountant and Mr. Paul Lavergne
support PRLP's contention that the Plan cannot be confirmed.
"Debtor's Plan has also been proposed in bad faith as it created a
separate classification of creditors for the sole and exclusive
purpose of "gerrymandering" the acceptance of one (1) impaired
Class for purposes of forcing a cramdown confirmation pursuant to
Sections 1129(a)(10) and (b) of the Code.  As such, Debtor's Plan
is patently unconfirmable and PRLP respectfully requests that the
Court deny confirmation of the Plan."

According to papers filed with the Court, Debtor and Banco Popular
de Puerto Rico, now PRLP, entered into a Financing Agreement on
Sept. 27, 2005 in the amount of $45 million, which loan was
utilized for the construction of one hundred fifty (150) apartment
units, three commercial space and a commercial parking garage
located at 1403 Ponce de Leon Avenue, intersection Villamil
Street, Stop 19, Santurce, Puerto Rico (the "Project" or the
"Metro Plaza Property" or the "Collateral").

Debtor recognized and affirmed that, as of the Petition Date, it
owed PRLP the amount $14,496,907.24.

A copy of PRLP's objection to confirmation of Ponce De Leon 1403,
Inc.'s Jan. 25, 2013 Amended Plan of Reorganization is available
at http://bankrupt.com/misc/poncedeleon1403.doc194.pdf

Pursuant to the Debtor's Jan. 25, 2013 Amended Plan, PRLP
submitted a proof of claim against the Debtor for $14,496,907.
According to the Debtor, the outstanading obligation to PRLP has
been reduced to approximately $10.1 million.  The Debtor will
treat this obligation to PRLP under two (2) Scenarios.

Under Scenario A, the preferred scenario by the Debtor, the Debtor
will retain the property and PRLP will retain the liens securing
its claims.  On account of such claim PRLP will receive deferred
cash payments totaling the full amount of its claim, of a value as
of the effective date of the Plan estimated in $10.1 million
approx. within 36 months.  The treatment will continue the sale of
the unsold units for a term of 36 months with a mutually
satisfactory budget for the use of the cash collateral and a
strong and well-planned marketing strategy and lease program to be
agreed upon with the secured creditor, before the confirmation
hearing.

Under Scenario B, the Debtor will surrender to PRLP property of
the estate equal in value or equivalent to the value of PRLP's
secured claim as of the confirmation date.  This property will be
the remaining residential units at Metro Plaza Towers Condominium
project, the commercial spaces and parking spaces.

General unsecured creditors were listed in the the Debtor's
Schedules in the total amount of $3,386,263, including the amount
owed to QB Construction Inc.  After review of the proofs of claims
filed to date, those listed by the Debtor, and the agreements with
several creditors, excluding QB Construction Inc., who has
accepted to be classified separately in a junior class, the
liability to unsecured creditors under this class, including
disputed, contingent and unliquidated claims is estimated in the
amount of $41,065.  The Debtor will pay 100% of the allowed claims
in this class with interest at prime rate (3.25%) under the terms
of the Plan.  In the event the Debtor pays PRLP under the terms of
Scenario A, the Debtor will be making monthly installment payments
to this Class of creditors for months 37 - 72 of the Debtor's Plan
of Reorganization.  In the event the Debtor pays PRLP under the
terms provided by Scenario B its shareholders will make a capital
contribution to pay general unsecured creditors in full with
interest within one year from the effective date of the Plan.

Equity security and interest holders will not receive any dividend
or other payment under the Debtor's Plan.  All current equity
holders of the Debtor, however, will retain their equity
interests.

The Debtor will generate revenue by selling all of the remaining
residential units and selling or leasing commercial spaces in the
Metro Plaza Towers Projected including the public parking spaces.
Additionally, the Debtor says it is in the process of trying to
obtain tax credits which, if obtained, would provide additional
revenue for the Debtor and enable it to accelerate payments to
creditors.

A copy of the Amended Plan is available at:

        http://bankrupt.com/misc/poncedeleon1403.doc177.pdf

                        About Ponce De Leon

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease.  The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between US$10 million and US$50 million.

Carmen Conde Torres, Esq., at C. Conde & Assoc., in Old San Juan,
Puerto Rico, represents the Debtor as counsel.

On April 13, 2012, the Debtor filed its Disclosure Statement and
Chapter 11 Plan of Reorganization.  The Court approved the
Disclosure Statement on June 25, 2012.


PREMIERWEST BANCORP: Incurs $11.4-Mil. Net Loss in 2012
-------------------------------------------------------
PremierWest Bancorp filed on March 18, 2013, its annual report on
Form 10-K, reporting a net loss of $11.4 million on $43.7 million
of net interest income (before provision for loan losses) for the
fiscal year ended Dec. 31, 2012, as compared to a net loss of
$15.1 million on $49.9 million of net interest income (before
provision for loan losses) for the fiscal year ended Dec. 31,
2011.

The Company's balance sheet at Dec. 31, 2012, showed
$1.140 billion in total assets, $1.067 billion in total
liabilities, and stockholders' equity of $73.4 million.

The Company said that although the Bank meets the quantitative
guidelines set forth above to be deemed ?well-capitalized?, the
Bank remains subject to the Agreement with the FDIC and,
therefore, is deemed to be ?adequately capitalized.?

?Pursuant to the Agreement with the FDIC, the Bank was required to
increase and maintain its Tier 1 capital in such an amount as to
ensure a leverage ratio of 10% or more by Oct. 3, 2010, well in
excess of the 5% requirement set forth in regulatory guidelines.
The 10% leverage ratio was not achieved by Oct. 3, 2010.
Management believes that, while not achieving this target in the
timeframe required, the Company has demonstrated progress, taken
prudent actions and maintained a good-faith commitment to reaching
the requirements of the Agreement.  Management continues to work
toward achieving all requirements contained in the regulatory
agreements in as expeditious a manner as possible.

A copy of the Form 10-K is available at http://is.gd/RAypW1

PremierWest Bancorp is a bank holding company headquartered in
Medford, Oregon.  The Company operates primarily through its
principal subsidiary, PremierWest Bank, which offers a variety of
financial services.


PREMIER PAVING: Hearing on Plan Disclosures Set for April 3
-----------------------------------------------------------
Judge Michael E. Romero will convene a hearing on April 3, 2013,
at 11:00 a.m., to consider approval of the disclosure statement
explaining Premier Paving, Inc.'s Plan of Reorganization.

                        About Premier Paving

Denver, Colorado-based Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  Lee M. Kutner, Esq., at Kutner Miller
Brinen, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

The Official Unsecured Creditors Committee is represented by
Onsager, Staelin & Guyerson, LLC.

The secured lender, Wells Fargo Bank N.A., is represented by
Douglas W. Brown, Esq., at Brown, Berardini & Dunning P.C.

The Debtor filed its Plan, along with its Disclosure Statement, on
Oct. 31, 2012.

Early in December, the Debtor won Court permission to employ
Pinnacle Real Estate Advisors LLC to provide professional broker
services related to the sale of certain of the Debtor's real
estate assets.





PROSEP INC: In Negotiations with Bank to Obtain Covenant Waiver
---------------------------------------------------------------
ProSep Inc. on March 19 disclosed that it has entered into a
binding memorandum of understanding for the sale its 51%
investment in ProSep Kolon Company Ltd., a South Korean joint
venture with Kolon Group, for total consideration of $5 million.
After reimbursement of a related $1 million debenture, this
transaction will provide net proceeds of approximately $4 million
to be used as working capital.

"Since 2011, ProSep has been investing in accelerating the
commercialization of its innovative technologies, expanding
business development and process engineering teams and engaging in
various partnerships.  Although revenues grew in 2012, the Company
recently implemented a cost optimization program and reduced
headcount in order to provide annual operating savings of almost
15% of operating expenses and divested its investment in its South
Korean joint venture.  These initiatives provide additional
liquidities to support projected growth with the objective of
reaching profitability," said Jacques L. Drouin, President & CEO.

The Company entered into a binding memorandum of understanding
whereby it agreed to sell its 51% investment in ProSep Kolon
Company Ltd. to a subsidiary of Kolon Group, a large South Korean
integrated construction, chemical and advanced materials company.
After reimbursing a related five-year convertible unsecured
debenture this transaction will provide ProSep with net proceeds
of approximately $4 million to be used as working capital.
Licensing agreements remain in place and both companies will
continue operating as commercial partners.

In addition to these initiatives, the Board of Directors has
formed a Special Committee to review the financing opportunities
and other alternatives that may be available to the Company, and
to recommend appropriate actions to the Board of Directors.  The
members of the Special Committee are Mr. Anthony Rustin, (chair of
the Special Committee), Mr. Claude Fontaine and Mr. Richard Lint.
The Company and the Board of Directors also engaged KPMG LLP as
financial advisor to assist in reviewing the Company's business,
financial performance and investigate strategic alternatives
available to ProSep which may result in the acquisition of shares
of the Company, the divestiture of non-core assets, the entering
into a joint venture, merger, combination, take-over, going
private or other collaboration agreement, a recapitalization, a
reorganization, an arrangement, a financing or any similar
strategic transaction.  There can be no assurance that this
process will result in any specific transactions and no timetable
has been set for its completion.  The Company does not plan to
make future comments about the status of this review unless there
are material developments.

On December 31, 2012 one of the Company's wholly-owned
subsidiaries was in breach of covenants under borrowing facilities
with DnB Bank.  The Company is currently in negotiations with the
bank in order to obtain a waiver on the breach of covenants.

                          About ProSep

ProSep -- http://www.prosep.com-- is a technology-focused process
solutions provider to the upstream oil and gas industry.  ProSep
designs, develops, manufactures and commercializes technologies to
separate oil, water and gas generated by oil and gas production.


QUALITY DISTRIBUTION: Reports $50.1 Million Net Income in 2012
--------------------------------------------------------------
Quality Distribution, Inc. , filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $50.07 million on $842.11 million of total operating
revenues for the year ended Dec. 31, 2012, as compared with net
income of $23.43 million on $745.95 million of total operating
revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $513.60
million in total assets, $532.04 million in total liabilities and
a $18.44 million total shareholders' deficit.

                        Bankruptcy Warning

The Company had consolidated indebtedness and capital lease
obligations, including current maturities, of $418.8 million as of
Dec. 31, 2012.  The Company must make regular payments under the
ABL Facility and its capital leases and semi-annual interest
payments under its 2018 Notes.

The Company's 2018 Notes issued in the quarter ended Dec. 31,
2010, carry high fixed rates of interest.  In addition, interest
on amounts borrowed under the Company's ABL Facility is variable
and will increase as market rates of interest increase.  The
Company does not presently hedge against the risk of rising
interest rates.  The Company's higher interest expense may reduce
its future profitability.  The Company's future higher interest
expense and future redemption obligations could have other
important consequences with respect to the Company's ability to
manage its business successfully, including the following:

   * it may make it more difficult for the Company to satisfy its
     obligations for its indebtedness, and any failure to comply
     with these obligations could result in an event of default;

   * it will reduce the availability of the Company's cash flow to
     fund working capital, capital expenditures and other business
     activities;

   * it increases the Company's vulnerability to adverse economic
     and industry conditions;

   * it limits the Company's flexibility in planning for, or
     reacting to, changes in the Company's business and the
     industry in which the Company operates;

   * it may make the Company more vulnerable to further downturns
     in its business or the economy; and

   * it limits the Company's ability to exploit business
     opportunities.

The ABL Facility matures August 2016.  However, the maturity date
of the ABL Facility may be accelerated if the Company defaults on
its obligations.

"If the maturity of the ABL Facility and/or such other debt is
accelerated, we may not have sufficient cash on hand to repay the
ABL Facility and/or such other debt or be able to refinance the
ABL Facility and/or such other debt on acceptable terms, or at
all.  The failure to repay or refinance the ABL Facility and/or
such other debt at maturity would have a material adverse effect
on our business and financial condition, would cause substantial
liquidity problems and may result in the bankruptcy of us and/or
our subsidiaries.  Any actual or potential bankruptcy or liquidity
crisis may materially harm our relationships with our customers,
suppliers and independent affiliates."

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

                        http://is.gd/hT4O83

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.


RADNET MANAGEMENT: S&P Affirms 'B' CCR; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Los Angeles-based diagnostic imaging company
RadNet Management Inc.  The outlook is stable.

In addition, S&P affirmed its 'B+' issue-level rating on RadNet's
senior secured debt.  The recovery rating on this debt is '2',
indicating S&P's expectation for substantial (70% to 90%) recovery
in the event of a payment default.  S&P also affirmed its 'CCC+'
rating on the company's senior unsecured debt.  The recovery
rating on this debt is '6' (0% to 10% recovery expectations).

RadNet is repricing its credit facility and exercising its
$40 million accordion feature.  Proceeds will be used to repay
$33 million outstanding on its credit facility, and to fund fees,
expenses, and working capital.  The current ratings on RadNet Inc.
reflect its "weak" business risk profile and "highly leveraged"
financial risk profile, according to Standard & Poor's Ratings
Services' criteria.  RadNet faces reimbursement risk while
operating in a fragmented and highly competitive industry that has
been hurt by the weak U.S. economy.  Acquisition growth continues
to help offset lackluster same-store performance.  The "highly
leveraged" financial profile reflects ongoing acquisitions;
adjusted debt leverage was over 5.5x in 2012, which incorporates
several negative one-time factors in the fourth quarter of 2012,
including Hurricane Sandy.  An increase in reported debt was
offset by a reduction in the operating lease debt-equivalent
adjustment.

RadNet provides a full range of diagnostic imaging modalities,
including magnetic resonance imaging (MRI), computed tomography
(CT), and positron emission tomography (PET) through a network of
246 owned and/or operated outpatient imaging centers (including 23
joint ventures).  The company's core markets are on the east and
west coasts of the U.S.  RadNet has considerable dependence (in
California) on an affiliated entity, Beverly Radiology Medical
Group III (BRMG), for its professional staffing, and partnership
arrangements with other ancillary businesses that BRMG owns, such
as Breastlink Medical Group.  The CEO of RadNet Inc. owns about
14% and 99% of RadNet and BRMG, respectively.  Because of the
interdependence and common ownership among RadNet, RadNet Inc.,
and BRMG, S&P views them as a consolidated entity.

Revenues in 2012 increased 11%, reflecting acquisitions, while
EBITDA fell 2%, primarily due to one-time items.  Organic sales
growth for 2012 was relatively flat, but declined in the second
half of the year, reflecting economic pressure on demand for
discretionary medical procedures, and thus diagnostic scans, over
the past few years.  To diversify its revenue base, RadNet
expanded into ancillary businesses; they do not yet materially
contribute to product diversity or EBITDA.

"We anticipate low-single-digit revenue growth over the next few
years from acquisition activity; 2013 sales will benefit from the
Jan. 1, 2013 acquisition of Lenox Hill Radiology, which expands
the company's New York City presence and will add about
$40 million of revenues.  We expect that the EBITDA impact of
Medicare reimbursement cuts effective in 2013, including those
related to sequestration (estimated to aggregate $11 million) will
be offset by reimbursement increases negotiated with two large
commercial payors and operational efficiencies such as voice
recognition software.  The EBITDA margin (excluding one time
costs) has remained relatively flat over the past few years at
21%, despite ongoing reimbursement cuts and integration costs.  We
expect the EBITDA margin to hold steady as government
reimbursement pressures are offset by commercial payor increases
and IT savings.  We believe that RadNet will continue to use free
cash flow and debt to make acquisitions, resulting in debt
leverage fluctuating around the 5.5x point, which includes the
assumption of operating leases at fixed sites," S&P said.


RANDY BULLOCK: High Court Hears Arguments in Suit v. BankChampaign
------------------------------------------------------------------
The U.S. Supreme Court heard arguments in the lawsuit Bullock v.
BankChampaign, N.A., on the issue: What is the definition of
"defalcation" under Section 523(a)(4) of the Bankruptcy Code.

Representing the petitioner, Thomas M. Byrne, Esq., argued that
the Supreme Court should define "defalcation" in accordance with
the Bankruptcy Code's "fresh start" policy.  Representing the
respondent, Bill D. Bensinger, Esq., argued that any act of self-
dealing by a trustee is a violation of the duty of loyalty.

The Cornell University Law School Legal Information Institute's
Supreme Court Bulletin related that Randy Bullock filed for
bankruptcy in 2009 to discharge a judgment debt from a 1999
lawsuit brought by his brothers.  His brothers, the LII Bulletin
added, had sued him for breach of fiduciary duty as trustee of
their father's trust when, acting as trustee in 1978, and without
the beneficiaries' knowledge, Bullock took three loans from the
trust, which he ultimately paid back in full.  In 2002, an
Illinois state court awarded the brothers damages of $285,000,
concluding that Bullock did not appear to have malicious intent,
but that he indisputably engaged in self-dealing, thus violating
his fiduciary duty, according to the LII Bulletin.  After filing
for bankruptcy, BankChampaign, N.A., who was appointed successor
trustee, sued Bullock pursuant to Section 523(a)(4), claiming that
he could not discharge the judgment debt because it arose from a
"defalcation," the LII Bulletin said.  The court concluded that
Bullock's self-dealing constituted defalcation, and the district
court and Eleventh Circuit affirmed.


RAVENWOOD HEALTHCARE: DIP Loan Maturity Date Extended to March 31
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The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana has extended, at the behest of
Ravenwood Healthcare, Inc., doing business as Harborside Nursing
and Rehabilitation Center, the maturity date of the debtor-in-
possession financing loan from Naples Lending Group, L.C., until
March 31, 2013.

As reported by the Troubled Company Reporter on Aug. 30, 2012, the
Debtor filed an emergency motion to obtain up to $1,000,000
debtor-in-possession financing from Naples.  The loan will bear
interest at 7.75% per annum and will mature in six months.  In an
event of default, interest rate would be the lower of (a) 24% or
(b) the maximum effective interest rate allowable under applicable
state or federal law.

The motion was approved by the Court on Aug. 27, 2012.

On Jan. 25, 2013, the Debtor and Naples sought an extension of the
maturity date, which Wells Fargo Bank, N.A., in its capacity as
indenture trustee, objected on Jan. 31, 2013.  Wells Fargo stated,
"The Indenture Trustee objects to Motion to the extent it would
authorize the payment of additional fees to Naples which are
neither justified nor beneficial to the estate.  The proposed
$10,000 fee will provide relief to the Debtor for only 45 days.
Considering that the Debtor be obligated to pay interest and legal
fees during this period, the effective interest rate for this 45-
day period will exceed 45%."

Wells Fargo said that if the Court adds another $10,000 for the
requested extension fee, then nearly one-third of the entire DIP
Loan balance will consist of Naples' fees.

Wells Fargo is represented by:

      Adams And Reese LLP
      John M. Duck
      Lisa M. Hedrick
      701 Poydras Street, Suite 4500
      New Orleans, LA 70139
      Tel: (504) 581-3234
      Fax: (504) 566-0210
      E-mail: john.duck@arlaw.com
              lisa.hedrick@arlaw.com

             and

      Eric A. Schaffer
      Gregory L. Taddonio
      Reed Smith LLP
      Reed Smith Centre
      225 Fifth Avenue
      Pittsburgh, PA 15222
      Tel: (412) 288-4202
      Fax: (412) 288-3063
      E-mail: eschaffer@reedsmith.com
              gtaddonio@reedsmith.com

According to the court order dated Feb. 7, 2013, the Debtor will
receive an additional automatic extension of the DIP Loan to April
30, 2013, if the DIP Loan balance is reduced by $120,000 by March
31, 2013.  Naples will charge the Debtor a $5,000 DIP Loan
extension fee. The Debtor will have the option to extend the
maturity date for an additional 90 days, until July 29, 2013, if
(a) the payment of an additional $5,000 Extension Fee to Naples is
made; (b) the Debtor adheres to the cash flow budget; and, (c)
either (i) the cumulative total of payments made to Naples after
Jan. 25, 2013 is at least $200,000, or (ii) on or before April 30,
2013, the Debtor files a motion to sell either (x) the real
property or, (y) if there is a stalking horse bidder that has made
a deposit of at least 10% of the purchase price, the Debtor's
accounts receivable.

The DIP Loan maturity date will be extended an additional 30 days
from the date of entry of the final order approving the sale of
real property if the order is entered on or before July 19, 2013.

                     About Ravenwood Healthcare

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by Richard T.
Daspit, Sr., president.


RESPONSE BIOMEDICAL: Reports $700,000 Net Income in 4th Quarter
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Response Biomedical Corp. reported net income of C$693,722 on
C$3.05 million of product sales for the three months ended
Dec. 31, 2012, as compared with a net loss of C$1.21 million on
C$2.74 million of product sales for the same period during the
prior year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of C$5.28 million on C$11.75 million of product sales, as compared
with a net loss of C$5.37 million on C$9.02 million of product
sales during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
C$15.4 million in total assets, C$15.9 million in total
liabilities, and a stockholders' deficit of C$494,962.

"We are encouraged by our financial results for the fourth quarter
and year ended December 31, 2012, which show continued revenue
growth and the strengthening of our gross margin over the
comparative period last year," said Jeff Purvin, chief executive
officer.

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

                        http://is.gd/8REhbV

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

As reported in the TCR on April 4, 2012, Ernst & Young LLP, in
Vancouver, Canada, expressed substantial doubt about Response
Biomedical's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted of the Company's recurring losses from
operations.

The Company has sustained continuing losses since its formation
and at Sept. 30, 2012, had a deficit of C$112.9 million and for
the nine month period ended Sept. 30, 2012, incurred negative cash
flows from operations of C$4.1 million compared to C$2.3 million
in the same period in 2011.  Also, the Company had a C$3.4 million
decrease in working capital, net of the warrant liability.  "These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."


REVSTONE INDUSTRIES: Reaches Truce with Creditors in CRO Feud
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Lance Duroni of BankruptcyLaw360 reported that Revstone Industries
LLC reached a temporary truce Wednesday with disgruntled creditors
who want a Chapter 11 Trustee to take over the auto parts
conglomerate's bankruptcy, resolving an objection to the company's
choice for a chief restructuring officer.

According to the report, at a hearing in Delaware bankruptcy
court, Revstone attorney Laura Davis Jones said the official
committee of unsecured creditors would withdraw its objection to
the retention of CRO John C. DiDinato of Huron Consulting Services
LLC, whose connections to Revstone's embattled chairman had
prompted the protest.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Revstone Industries creditors believe there
is an urgent need for appointing a Chapter 11 trustee, there is a
cloak of secrecy surrounding the reorganization of the maker of
truck-engine parts that began in early December.

According to the report, the official creditors' committee filed
papers in early February for appointment of a Chapter 11 trustee
who would run the company and supplant management.  The U.S.
Bankruptcy Court in Delaware scheduled a trial for May 14 to 15.

Bankruptcy law, the report notes, permits a court to appoint a
trustee if there was "fraud or gross mismanagement" by current
management.  The grounds for having a trustee are secret because
the committee's papers were filed under seal.

Additional facts must have come to light, because the committee
filed a new set of papers on March 18 to have the trial
accelerated.  Again keeping the facts secret, the committee said
"several events have occurred and/or been discovered to have
occurred that raise significant issues about the ability of
existing management to preserve the value of the debtors' estates
and act in the best interest of the debtors."

The request for a trustee was seconded by the Pension Benefit
Guaranty Corp. and by General Motors Co.

The U.S. Labor Department joined the parade on March 18, saying
there should be a trustee to oust Chairman George Hofmeister.  The
Labor Department sued Mr. Hofmeister in August for breaching
duties as the trustee for a company pension fund.  The Labor
Department's lawsuit, filed in federal district court in
Lexington, Kentucky, alleges that Mr. Hofmeister caused the
pension fund to make improper loans for millions of dollars to the
Revstone businesses.

The creditors explained they were forced to file their papers in
secret because the company supplied information only under a
confidentiality agreement where the facts can't be disclosed
publicly.

Although conditions in the auto industry improved, Revstone said
it needed Chapter 11 given the "continued lack of liquidity in the
credit market for middle market borrowers."

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Greenwood estimated $1 million to $10 million in assets and $10
million to $50 million in debts.  US Tool & Engineering estimated
under $1 million in assets and $1 million to $10 million in debts.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Womble Carlyle Sandridge &
Rice, LLP, serves as counsel to the Official Committee of
Unsecured Creditors.


RG STEEL: Wins Court Nod to Sell Assets to Bounty Minerals
----------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey authorized RG Steel Wheeling LLC
to sell to Bounty Minerals LLC its rights, title and interest in
and to 1,273.4057 net mineral acres in Ohio and West Virginia.

The decision came after RG Steel resolved its dispute with SNA
Carbon LLC over the sale of the property by revising the
provisions of the sale agreement.

The revised agreement provides for certain limitations on Bounty's
right to conduct operations on the surface of the land overlying
RG Steel's West Virginia property.  It also excludes from the sale
surface ownership of the land, which will remain the property of
RG Steel Wheeling.

Separately, RG Steel plans to sell a parcel of land in Greensville
County, Virginia, to Terminal Network Solutions LLC for $1.15
million.  Objections to the proposed sale must be filed by April
3.

                          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.


ROCHA DAIRY: Amends Plan to Address Secured Creditor Objections
---------------------------------------------------------------
A hearing to consider the adequacy of the Rocha Daily, LLC's
Fourth Amended Disclosure Statement explaining its Plan of
reorganization will be held on March 27, at 09:00 AM.

The Debtor further amended its Plan to address objections raised
by its secured creditor D.L. Evans Bank, which objected that the
Disclosure Statement for the prior version of the Plan failed to
clarify or identify Jose C. Rocha Dairy or the interest that was
acquired by the Debtor in Jose C. Rocha Dairy and whether or not
it assumed obligations or what property it received from Jose C.
Rocha Dairy.

In its Fourth Amended Plan, dated Feb. 20, 2012, the Debtor
clarified that it was known as Jose C. Rocha Dairy prior to its
merger.  In April 2009, the General Partnership Rocha Dairy was
dissolved by the Secretary of State of the State of Idaho.  Rocha
Dairy, LLC, is the operating entity for the dairy and Rocha Dairy
partnership assigned all of its personal property to Rocha Dairy,
LLC, and Rocha Dairy, LLC, assumed all of the debt. Rocha Farms
partnership is the property-holding entity that was created on
April 30, 2009. Because of the interrelationship and overlapping
between Rocha Farms and Rocha Dairy, Rocha Farms was merged in
Rocha Dairy, LLC, just before filing bankruptcy.

The Fourth Amended Plan proposes to pay unsecured creditors
approximately 100% of their claim amount and interest at the rate
of 2%.  D.L. Evans will be paid $26,278 in 240 monthly payments.
MetLife-Ag Investments will be paid $24,205 in 240 monthly
payments.

A full-text copy of the Fourth Amended Disclosure Statement dated
Feb. 20, 2012, is available for free at:

             http://bankrupt.com/misc/ROCHAds0215.pdf

                         About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No.
11-40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel to the Debtor.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  The petition was signed by Elcidio Rocha, member.


ROCK PARENT: S&P Assigns 'BB-' Rating to New $570MM Debt
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Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Ohio-based Rock Parent LLC's proposed
$570 million first-lien senior secured credit facilities, which
are borrowed by wholly owned subsidiary ROC Finance LLC.  S&P
assigned the facilities its issue-level rating of 'BB-' (two
notches higher than the 'B' corporate credit rating on Rock
Parent).  S&P also assigned this debt a recovery rating of '1',
indicating its expectation of very high (90% to 100%) recovery for
lenders in the event of a payment default.  The first-lien credit
facilities consist of a $535 million term loan due 2019, and a
$35 million revolving credit facility due 2018.

S&P affirmed all other ratings on the company, including its 'B'
corporate credit rating.  The rating outlook is stable.

Rock Ohio Caesars plans to use proceeds from the new credit
facilities to refinance existing term loan debt, to fund the
purchase of the Higbee building in Cleveland, for general
corporate purposes, and to fund transaction fees and expenses.

Rock Parent LLC is a subsidiary of Rock Ohio Caesars LLC (ROC),
which is 80% owned by Rock Gaming, a Midwest-based gaming company
(principal investor, Dan Gilbert), and 20% owned by subsidiaries
of Caesars Entertainment Corp.  The company owns three properties
in Ohio: two casino facilities (Cleveland and Cincinnati) as well
as a planned gaming facility at Thistledown raceway (known in the
industry as a racino).  Caesars will manage the properties.

"Our assessment of Rock's business risk profile as weak reflects
execution and ramp-up risk associated with developing and opening
two casinos and one racino in new gaming markets.  Our assessment
also incorporates favorable demographics in the market, limited
direct competition (particularly in Cleveland), the experience of
the management team in operating regional casinos, and the
inclusion of the casinos in Caesars' Total Rewards network," S&P
said.

"Our assessment of Rock's financial risk profile as highly
leveraged reflects our expectation that total debt leverage will
be above 7x at the end of 2013 and EBITDA coverage of total
interest will be above 1.5x," S&P noted.

"We expect Rock's Cleveland casino will continue improving
performance in 2013, and that its Cincinnati and Thistledown
properties will open successfully this year," said Standard &
Poor's credit analyst Melissa Long.  "We believe adequate funding
is in place to complete the construction of all the casinos."


ROCKWELL MEDICAL: Plante & Moran Raises Going Concern Doubt
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Rockwell Medical, Inc., filed on March 18, 2013, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

Plante & Moran, PLLC, in Clinton Township, Michigan, expressed
substantial doubt about Rockwell Medical's ability to continue as
a going concern, citing the Company's recurring losses from
operations, negative working capital, and insufficient liquidity.

The Company reported a net loss of $54.0 million on $49.8 million
of sales in 2012, compared with a net loss of $21.4 million on
$49.0 million of sales in 2011.

The Company incurred product development and research costs
related to the commercial development, patent approval and
regulatory approval of new products, primarily SFP, aggregating
approximately $48.3 million and $17.8 million in 2012 and 2011,
respectively.  Costs incurred in both 2012 and 2011 were primarily
for conducting human clinical trials of SFP and other SFP testing
and development activities.  Spending increased considerably in
2012 for the Company's Phase 3 clinical program as enrollment
efforts and related testing activities increased dramatically and
were in effect for the full year.  The Company completed
enrollment in its pivotal clinical studies during 2012 and expects
to have results from its clinical studies during the second half
of 2013.

The Company's balance sheet at Dec. 31, 2012, showed $17.0 million
in total assets, $27.0 million in total current liabilities, and a
stockholders' deficit of $10.0 million.

A copy of the Form 10-K is available at http://is.gd/aGqH7q

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.


ROTHSTEIN ROSENFELDT: VM South Beach Suit Referred to Bankr. Court
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District Judge Robin S. Rosenbaum sent the lawsuit commenced by VM
South Beach LLC against various entities, including Casa Casuarina
LLC and Herbert Stettin, the Chapter 11 Trustee of Rothstein
Rosenfeldt Adler, P.A., to Bankruptcy Court for pre-trial matters.
Specifically, Counts I through III of VM South Beach's Amended
Complaint are referred to Bankruptcy Judge Raymond B. Ray for
final disposition or proposed findings of fact and conclusions of
law, as appropriate.

"If and when this case becomes ready for trial, the [District]
Court shall set it for a jury trial promptly upon receipt of such
notification from the Bankruptcy Court," Judge Rosenbaum said.

VM South Beach on April 26, 2012, filed an Amended Complaint
against Casa Casuarina; Peter T. Loftin; Mr. Stettin; the United
States of America Internal Revenue Service; Premier Protective
Services, Inc.; and Luxury Resorts, LLC.  The Plaintiff seeks to
foreclose a mortgage on certain real property located in Miami-
Dade County, Florida.  The Plaintiff asserts causes of action for
foreclosure of mortgage, foreclosure of security interests,
assignment of rents, and default of a recourse liability
agreement.  The Plaintiff also seeks a declaration that all liens
against the Property, including one claimed by the RRA Trustee,
are inferior to the Plaintiff's interest in the Property.

The Plaintiff's case was later consolidated with Casa Casuarina,
LLC v. WestLB, AG, Case No. 1:12-cv-20843-KMM (S.D. Fla.), a
related case alleging multiple causes of action against numerous
defendants.  The RRA Trustee was not named as a defendant in the
related case.

Mr. Stettin on Nov. 11, 2011, filed an adversary proceeding in
Bankruptcy Court against multiple defendants, including Casa
Casuarina, Luxury Resorts, and Loftin Family LLC.  The Trustee
later amended his Complaint, adding Peter Loftin as defendant.
The Trustee seeks to avoid and recover allegedly fraudulent
transfers made to the Defendants.  In particular, the Trustee
alleges that, in the course of his Ponzi scheme, attorney Scott
Rothstein transferred approximately $4.8 million from Rothstein
Rosenfeldt Adler bank accounts to those of Defendants.  The
Trustee asserts that Rothstein obtained an interest in Casa -- the
owner of the Property -- and provided money to "cover shortfalls
in Casa's operating revenue, repair and maintain the Casa
facilities, satisfy unpaid (and outraged) vendors, [and] make
Casa's mortgage payments . . . ."  The Trustee contends, Casa and
Loftin "were unjustly enriched by RRA monies that Rothstein
misappropriated from RRA and delivered to Casa to supplement its
operating revenue and to pay its creditors, vendors, and mortgage
lender."  The Trustee claims that he possesses an equitable lien
in Casa and various entities associated with Peter Loftin.  The
Trustee also seeks to determine the extent and priority of his
alleged equitable lien.

In January 2012, VM sought the Trustee's consent to lift the
automatic stay so that it could name the RRA Estate as defendant
in the foreclosure proceedings.

According to the Trustee, he later discovered evidence that the
Property was listed for sale at $100 million, even though at the
time that the stay was lifted, VM had asserted that the Property's
estimated market value was $15 million.  The Trustee moved for
relief from the Agreed Order lifting the automatic stay.

After holding a hearing, Bankruptcy Judge John K. Olson, sitting
for Judge Ray, granted the Trustee's Motion and reimposed the
stay.  Judge Olson explained that it was "not unreasonable that,
at the time the Stay Relief Order was entered, the Trustee would
rely on assertions by both [VM] and the United States government
that the value of the Property (as defined in the Motion) was
significantly less than the asserted debt owed to VM."

Shortly after Judge Olson reimposed the stay, the Trustee filed
his Memorandum before the District Court, in which he argues that
the Bankruptcy Court now has jurisdiction over the Property and
that the stay "bars VM from moving forward in this proceeding
against the RRA Trustee or against the Property and bars this
Court from taking any action that could affect the Bankruptcy
Estate's interest in the Property."  The Trustee asked the
District Court to refer the matter to the Bankruptcy Court.

VM opposed the referral to the Bankruptcy Court. It insists that
bankruptcy jurisdiction does not exist with regard to any aspect
of its foreclosure action.  VM further argues that the Trustee's
equitable-lien claims -- currently before the Bankruptcy Court --
should be consolidated with VM's foreclosure proceedings and heard
in the District Court.  VM also asserts the Property is not part
of the RRA bankruptcy estate because the Trustee's interest is too
attenuated and "the assets of a partnership are not assets of the
bankrupt partner/debtor."

The case is, VM SOUTH BEACH, LLC, Plaintiff, v. CASA CASUARINA,
LLC, et al., Defendants, Case No. 11-CIV-24612 (S.D. Fla.).  A
copy of the District Court's March 19, 2013 Order is available at
http://is.gd/DCCK3gfrom Leagle.com.

                    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.


ROTHSTEIN ROSENFELDT: Victims Seek to Oust Chapter 11 Trustee
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that victims of the Ponzi scheme run by Scott Rothstein
want the Chapter 11 bankruptcy converted to liquidation in
Chapter 7, even though trustee Herbert Stettin proposed a
liquidating Chapter 11 plan intended for full payment to holders
of more than $141 million in unsecured claims.

According to the report, the so-called conversion motion was filed
on behalf of more than 50 victims of the Ponzi scheme.  After more
than three years in Chapter 11 and $30 million in professional
fees, the victims say the plan is "patently unconfirmable" because
it will give immunity from lawsuits to TD Bank NA, which creditors
say was one of the "primary participants" in the fraud.

The report relates that Mr. Stettin's plan is financed in largest
part by the $72.5 million settlement of a $1.2 billion lawsuit the
Chapter 11 trustee filed against the bank.  The suit alleged that
the bank allowed Rothstein to use its name and facilities to
deceive investors.

The creditors say the settlement payment is "a fraction" of the
bank's "exposure to the fraud victims."  They also object because
the settlement gives the bank an approved $132 million claim that
"puts it in charge of the entire post-confirmation litigation and
claims resolution process."  The creditors believe the plan is
"almost entirely under control of one of the parties primarily
responsible for those losses in the first place."  The creditors
say the trustee's plan is opposed by more than a hundred investors
who have $400 million of what was originally $470 million in
claims.

Blasting objections to his proposed disclosure statement as
untimely and inflammatory, the trustee overseeing the liquidation
of Ponzi schemer Scott Rothstein's firm urged a Florida bankruptcy
judge on Tuesday to let creditors vote on a Chapter 11 plan that
offers an unprecedented recovery, Jamie Santo of BankruptcyLaw360
reports. The report related that more than a dozen of the scheme's
victims and creditors of the bankrupt Rothstein Rosenfeldt Adler
PA voiced their opposition to the plan and its inclusion of a $72
million settlement with TD Bank NA.

On Wednesday, the trustee asked U.S. Bankruptcy Judge Raymond Ray
to "cut through a lot of the noise," arguing that the plan "is in
the best interest of a great number of creditors," according to a
separate BLaw3630 report.

There will be a hearing on April 12 in U.S. Bankruptcy Court in
Fort Lauderdale, Florida, to consider the request for conversion
to Chapter 7.

                    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.


RTW PROPERTIES: Files First Amended Disclosure Statement
--------------------------------------------------------
RTW Properties, Ltd. submitted to the U.S. Bankruptcy Court for
the Southern District its First Amended Disclosure Statement
explaining the proposed Plan of Reorganization.

According to the Disclosure Statement, the Plan proposes to
resolve the Internal Revenue Service claim, sell the Tank Farm and
pay the Arvest Claim in full and continue leasing the Schertz
property.  The Debtor will continue to make regular debt payments
to Wells Fargo from the rental revenue from the Schertz property.
The Debtor will pay any allowed IRS claim from the remaining
proceeds from the sale of the Tank Farm.

The anticipated sales price for the Tank Farm of $16 million,
subject to adjustments.  If the current letter of intent with One
Cypress lapse, the Debtor has received a number of inquiries from
other potential buyers.  The Debtor will conduct a sale under
Section 363 of the Bankruptcy Code post-confirmation with One
Cypress as the buyer, unless it becomes necessary and appropriate
to solicit other buyers.

To date, there have been no unsecured claims filed with the
Court's claim register other than the IRS claim.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/RTW_PROPERTIES_ds_1amended.pdf

                      About RTW Properties

Schertz, Texas-based RTW Properties, LP, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-20319) in Corpus Christi on
June 18, 2012.

RTW Properties owns a petroleum-storage facility in the Port of
Brownville, Texas.  The facility includes tanks with storage
capacity of 230,000 barrels.  The Debtor also owns a tract of land
in Schertz, Texas.  The Schertz property is being leased to an
affiliate of the Debtor, Royal Manufacturing Co.

The Debtor sought bankruptcy protection to resolve a dispuet with
the Internal Revenue Service involving excise and other taxes
related to the Debtor's tank farm operation.  The IRS filed a
proof of claim in the amount of $24,919,118.66.

Langley & Banack, Inc., serves as the Debtor's bankruptcy counsel.
William O. Grimsinger and Chamberlain Hrdlicka serve as special
counsel to prosecute an adversary complaint in connection with the
tax lien.

William R. Mallory, member manager of Royal Holding, LLC, the
general partner of the Debtor, explains in a court filing that
before the petition date, the Internal Revenue Service asserted a
federal tax lien in the amount of $22 million on account of unpaid
excise taxes dating back to years as early as 2003.  For years
prior to the petition date, the Debtor has attempted to resolve
the IRS tax lien to no avail.  The Debtor believes that the
Federal tax lien claimed by the IRS is overstated.

The Debtor intends to resolve the tax lien through an adversary
proceeding.


SAAB AUTOMOBILE: Automobiles Up for Auction at KVD Kvarndammen
--------------------------------------------------------------
KVD Kvarndammen on March 19 disclosed that the last unique Saabs
are now going to auction at KVD's marketplace http://www.kvd.se

Among the lots are cars that were built in very limited numbers
and a number of car models that Saab Automobile AB started to
produce but that never came to the market.  The auction, which
features 78 Saabs, was set to start on the March 19 and concludes
on April 3.

Among the cars are 31 of Saabs SUV, the 9-4X, only 700 of which
were produced.  The auction also sees the sale of seven of the 30
or so 9-5 NEW Sportkombi that were produced and 37 of the 54 9-5
New Sedan for the 2012 model year that were built.

"We held a similar auction at the end of last year and noticed the
strong following that SAAB still has around the world.  The
interest was enormous, both in Sweden and internationally.  With
the last cars now being sold we expect an equally high level of
interest from Saab enthusiasts," says Per Blomberg, Business area
manager at KVD.

Among the cars being sold are the last factory produced Saab 9-3X
built by Saab Automobile AB and one of only three existing Saab 9-
3 SportSedan in the colour Skyblue.  In addition, there is a Saab
9-5 NEW SportSedan TiD6 (Alpha)2.9 superdiesel.

The cars will be displayed at Wallhamn, some kilometers north of
Gothenburg, on Friday, March 22. For security reasons a scheduled
appointment is required.  To make an appointment send an e-mail
with your name, contact details and which car you are interested
in to saabauction@kvd.se by 12:00, Thursday,  March 21.

The auction has been commissioned by Saab's receivers in
bankruptcy.  The cars are being sold individually and bidding
takes place on KVD Kvarndammen's market place http://www.kvd.se
and http://www.kvdauctions.com

Photographs and detailed information about the cars may be found
on these Web sites.  Some of the cars cannot be driven on the
road, while others need to be completed or registered.  The
conditions applying to each car will be found with its description
on the Web site.

More information about the auction: http://www.kvd.seor
http://www.kvdauctions.com

More information about the Saab bankruptcy:
http://www.konkursboet.se

Pictures: http://www.mynewsdesk.com/se/pressroom/kvd/image/list

PDF with all the cars:
http://www.mynewsdesk.com/se/pressroom/kvd/document/list

            About Saab Automobile AB and Saab Cars N.A.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab halted production in March 2011 when it ran out of
cash to pay its component providers.  On Dec. 19, 2011, Saab
Automobile AB, Saab Automobile Tools AB and Saab Powertain AB
filed for bankruptcy after running out of cash.

Some of Saab's assets were sold to National Electric Vehicle
Sweden AB, a Chinese-Japanese backed start-up that plans to make
an electric car using Saab Automobile's former factory, tools and
designs.

On Jan. 30, 2012, more than 40 U.S.-based Saab dealerships filed
an involuntary Chapter 11 petition for Saab Cars North America,
Inc. (Bankr. D. Del. Case No. 12-10344).  The petitioners,
represented by Wilk Auslander LLP, assert claims totaling US$1.2
million on account of "unpaid warranty and incentive
reimbursement and related obligations" or "parts and warranty
reimbursement."  Leonard A. Bellavia, Esq., at Bellavia Gentile &
Associates, in New York, signed the Chapter 11 petition on behalf
of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December
an outside administrator, McTevia & Associates, to run the
company as part of a plan to avoid immediate liquidation
following its parent company's bankruptcy filing.

On Feb. 24, 2012, the Court granted Saab Cars NA relief under
Chapter 11 of the Bankruptcy Code.

Donlin, Recano & Company, Inc., was retained as claims and
noticing agent to Saab Cars NA in the Chapter 11 case.

On March 9, 2012, the U.S. Trustee formed an official Committee
of Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SAN DIEGO HOSPICE: Seeks to Obtain $5-Mil. Loan from Scripss
------------------------------------------------------------
San Diego Hospice & Palliative Care Corporation asks the
Bankruptcy Court's permission to enter into a senior secured
debtor-in-possession term loan of up to $5,000,000 from Scripss
Health, a California Non-Profit Corporation.  The Debtor says it
immediately needs the DIP Loan to provide post-petition working
capital to maintain its ongoing operations and to continue
providing the highest possible quality hospice care to the
Debtor's patients and their families with the lowest level of
disruption pending: (i) transition of 300 of the Debtor's patients
to Scripps, including Scripps's purchase of the Debtor's Personal
Property, and (ii) the sale of the Debtor's real property and
improvements consisting of a 24-bed inpatient facility located at
4311 Third Avenue, San Diego, California to Scripps for
$10.7 million, or to the highest qualified bidder at an auction.
The hearing to approve the financing is set for March 14.  As
reported in the TCR on March 12, 2013, the auction for the
Debtor's 24-bed inpatient facility will be held on April 30.

Other key terms of the DIP Loan are:

  * All sums actually advance and any accrued interest on the DIP
Loan at 5% per annum will be due upon the "Closing Date" of the
sale of the Real Property as provided in the PSA, and no later
than 6 months after execution;

  * Scripps is to receive a valid and perfected first-priority
lien on the Real Property, that is not otherwise subject to a lien
pursuant to Bankruptcy Code Section 364(c)(2); and

  * The Court make express findings that the transactions
contemplated by the PSA, and the down payment/DIP Loan, the
transition of the Patients and the purchase of the Personal
Property are undertaken by Scripps without collusion and in good
faith, as that term is used in Section 363(m) of the Bankruptcy
Code; Scripps will be deemed to be acting in "good faith" and will
be entitled to the protections of Section 363(m) of the Bankruptcy
Code as to all aspects of the transactions under and pursuant to
the PSA and Purchase of the Personal Property; and Scripps's
purchase of the real property, the down payment/DIP Loan, the
transition of the Patients and the purchase of the Personal
Property are at arm's length, are for fair value and there is no
successor liability to Scripps.

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Calif. Case No. 13-01179) in San Diego on
Feb. 4, 2013, estimating assets and liabilities of at least
$10 million.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.


SCHOOL SPECIALTY: Files Plan to Pursue Reorganization & Asset Sale
------------------------------------------------------------------
BankruptcyData reported that School Specialty filed with the U.S.
Bankruptcy Court a Joint Chapter 11 Plan and related Disclosure
Statement.

According to the Disclosure Statement, "The Plan contemplates a
dual track process by which the Debtors will simultaneously pursue
a plan of reorganization and market their Assets for sale.
Pursuant to this process, the Plan will be implemented through
either (a) a reorganization of the Debtors, by which the Debtors
will emerge from chapter 11 as a going concern, or, depending on
the outcome of the Sale Process, (b) the Sale Transaction, through
which the Debtors will sell their Assets and distribute the
proceeds of such sale to their creditors. The dual track process
will allow the Debtors to preserve optionality until it becomes
clear whether an asset sale or reorganization will yield the
highest value. Under either a sale or reorganization (which would
both be implemented under the Plan), the Plan contemplates the
payment in full in Cash of all Administrative Claims (unless the
holders of such Claims agree otherwise), inclusive of Claims
against any of the Debtors arising under section 503(b)(9) of the
Bankruptcy Code, and priority claims against the Debtors (subject
to permitted installment payments for certain Priority Tax
Claims). The Plan also contemplates the payment of Cash in an
amount sufficient for the Payment in Full of the ABL DIP Financing
Claims," the BankruptcyData report said, citing court documents.

The Court has scheduled an April 22, 2013 hearing to consider the
Disclosure Statement.

                       About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of
$394.6 million.


STANFORD INT'L: Receiver Has Deal to Distribute $300MM
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. receiver for the R. Allen Stanford Ponzi
scheme reached agreement with his counterparts in London and on
the island of Antigua to enable the distribution of 90% of about
$300 million in stolen property tied up in lawsuits pending in
several countries.

According to the report, U.S. proceedings to wind up the Stanford
Ponzi scheme began in February 2009 when the Securities and
Exchange Commission obtained the appointment of a receiver in a
proceeding in U.S. District Court in Dallas.  Stanford's
multibillion-dollar fraud had investors purchasing certificates of
deposit issued by a bank he controlled in Antigua.  Money that
should eventually go to victims was located in at least 14
countries, receiver Ralph Janvey said in a court filing.

The report relates that Mr. Janvey and his counterparts were
involved in lawsuits in several countries over control of the
assets.  There was, among other things, more than $300 million in
29 accounts in the U.K., Canada, and Switzerland that the U.S.
court ordered forfeited.

The settlement, up for approval at an April 11 hearing in district
court in Dallas, will end four years of litigation and allow the
judge, at the same hearing, to approve a first distribution to
victims of the fraud.

The settlement has approval from the SEC, the examiner and the
investors' committee.

                       About Stanford Group

Stanford companies operated by selling certificates of deposit in
more than 100 discrete locations spanning 15 states in the United
States and 13 countries in Europe, the Caribbean, Canada and Latin
America. Stanford claimed to have more than 30,000 clients located
in 133 countries.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

In March 2012, a federal jury in Houston, Texas, convicted Robert
Allen Stanford for orchestrating a 20-year investment fraud scheme
in which he misappropriated $7 billion from SIB to finance his
personal businesses.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STOCKTON, CA: Judge Rejects Creditor Reports on City Finance
------------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that the judge
who will decide whether Stockton, California, can remain in
bankruptcy rejected two reports about the city's finances by
experts hired by creditors, saying they won't help him in a trial
that starts next week.

According to the Bloomberg report, U.S. Bankruptcy Judge
Christopher M. Klein in Sacramento, California, said he doesn't
need to hear the opinions of the creditors' experts to interpret
the financial details to be laid out during the trial on
Stockton's eligibility for bankruptcy.

"This will be driven by fact and not by opinion," Klein told
lawyers in a hearing, Bloomberg cited.  "This is the kind of thing
I have seen for 25 years on the bench."

Bloomberg related that Klein last month ordered Stockton to prove
it is eligible for court protection from creditors under Chapter 9
of the U.S. Bankruptcy Code. He rejected the city's request that
he rule without giving creditors a chance to cross-examine city
witnesses or present their own evidence.

To bolster its argument for throwing the city out of bankruptcy,
bond insurer Assured Guaranty Corp. hired Robert Bobb, a former
city manager in California, Michigan and Virginia, and Nancy
Zielke, a public-finance expert with the consulting firm Alvarez
and Marsal, Bloomberg said.  Klein ruled that the opinion reports
they produced won't be part of the trial.

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.


STORY BUILDING: Amended Plan Confirmation Set for March 27
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on March 27, 2013, at 10 a.m., to consider
the confirmation of Story Building LLC's Amended Chapter 11 Plan.

The Hon. Erithe A. Smith approved the Second Amended Disclosure
Statement subject to minor modifications.

According to the Second Amended DS, the Plan provides that, among
other things:

   -- The Reorganized Debtor will not use net rental income to
pursue litigation against Liftech or Broadway, absent the express
written consent of Wells Fargo Bank, N.A., a National
Banking Association.  The Reorganized Debtor will not use net
rental income to pursue any rights of action against Wells.  The
Reorganized Debtor will not use Net Rental Income to pay any other
classes of claims junior to Class 1A until after Class 1A is paid
in full.

   -- Payments to junior classes will be funded from the new value
contributions.  The new value deposit will be made on before the
confirmation hearing.

   -- After the Effective Date, net rental income, if any, for
calendar years 2012, 2013, 2014 and 2015, as determined on
Jan. 15th of the following applicable year, will be used to fund
the Wells Advance Reimbursement Amount.  Notwithstanding the
foregoing, it will not constitute an event of default under the
Loan Documents or a Plan Default if there is no net rental income
available for such purpose.

   -- After the Effective Date, until the Holder of the Wells
Allowed Claim has been paid in full, no payments will be made from
Net Rental Income to any Holder of a General Unsecured Claim or
Interest, which Holder qualifies as an Insider.

Wells Fargo serves as trustee for the Registered Holders of J.P.
Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C-1, the holder of
the first deed of trust against the Story Building Property.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/STORY_BUILDING_ds_2amended.pdf

                      About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., who has an office in Los Angeles, California,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $19,421,024 in assets and $16,500,721 in liabilities as
of the Chapter 11 filing.  There was no official committee of
unsecured creditors appointed in the Debtor's case.

The Debtor has filed a plan providing for distributions to be
funded primarily from operations of the Story Building property,
and the new value contribution.  The Debtor's interest holder has
agreed to provide $160,000.

Under the Plan, distributions will be funded primarily from
operations of the Story Building property, and the new value
contribution.  The Debtor's interest holder has agreed to provide
$160,000.


SUN BANCORP: Incurs $50.5-Mil. Net Loss in 2012
-----------------------------------------------
Sun Bancorp, Inc., filed on March 18, 2013, its annual report on
Form 10-K, reporting a net loss of $50.5 million on net interest
income (before provision for loan losses) of $97.8 million in
2012, compared with a net loss of $67.5 million on net interest
income (before provision for loan losses) of $103.5 million in
2011.

The Company recorded a provision for loan losses of $57.2 million
during 2012, as compared to $74.3 million during 2011.

Non-interest income increased $16.0 million, or 118.7%, to
$29.5 million for 2012 as compared to $13.5 million for 2011.  The
primary drivers of this change were a $7.2 million increase in
gains on the sale of residential mortgage loans and a decrease of
$10.3 million in derivative credit evaluation adjustment charges
as compared to the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$3.224 billion in total assets, $2.961 billion in total
liabilities, and shareholders' equity of $262.6 million.  At
Dec. 31, 2012, the Company had total assets of $3.184 billion,
total liabilities of $2.875 billion and shareholders' equity of
$309.1 million.

On April 15, 2010, Sun National Bank entered into an Agreement
with the Office of the Comptroller of the Currency which contained
requirements to develop and implement a profitability and capital
plan that provides for the maintenance of adequate capital to
support the Bank's risk profile in the current economic
environment.  The capital plan was also required to contain a
dividend policy allowing dividends only if the Bank is in
compliance with the capital plan, and obtains prior approval from
the OCC.  During the second quarter of 2010, the Company delivered
its profit and capital plans to the OCC. The Company continues to
maintain and update appropriate capital and profit plan in
accordance with the OCC Agreement.

At Dec. 31, 2012, the Bank exceeded the required ratios for
classification as ?well capitalized,? although due to the fact
that it was subject to the OCC Agreement, it cannot be deemed
?well capitalized.?

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

A copy of the consolidated financial statements is available at:

                       http://is.gd/Bfg3TC

Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.22 billion asset bank
holding company headquartered in Vineland, New Jersey, with its
executive offices located in Mt. Laurel, New Jersey.  Its primary
subsidiary is Sun National Bank, a full service commercial bank
serving customers through more than 60 locations in New Jersey.


SUNTECH POWER: China Unit Declares Bankruptcy
---------------------------------------------
Keith Bradsher, writing for The New York Times, reported that
Suntech Power, a Chinese manufacturer that became the world's
largest producer of solar panels by 2011 only to be battered by
plummeting prices, announced on Wednesday evening that its main
operating subsidiary had been pushed into bankruptcy by eight
Chinese banks.

The NY Times report said Suntech was the Icarus of the solar panel
industry, with production that soared year after year on heavy
investment, as Western investors bought up its New York-traded
shares and its international debt issues. Part of a massive
Chinese government effort to dominate renewable energy industries,
Suntech grew to 10,000 employees in its hometown of Wuxi and even
set up a small factory in Arizona to do further assembly of panels
there, according to the report.

The report, however, noted that a 10-fold expansion of overall
Chinese solar panel manufacturing capacity from 2008 to 2012
produced a three-quarters drop in solar panel prices, undermining
the economics of the business. Rapid expansion of natural gas
production in the United States and a curtailment of subsidies in
the European Union also hurt solar panel prices, as did an
American imposition last year of import tariffs totaling about 40
percent after an anti-dumping and anti-subsidy investigation, the
report added.

According to the NY Times, the Chinese banks quietly asked a court
on Monday in Wuxi to declare the operating subsidiary, Wuxi
Suntech, to be insolvent and begin restructuring it. The operating
subsidiary notified the court on Wednesday that it did not object
to the insolvency petition, the report added.  Suntech Power, the
parent, said that it was not filing for bankruptcy and would
continue to honor warranties on the company's solar panels, the NY
Times clarified.

The bankruptcy filing of Suntech Power's Chinese subsidiary
without a filing by the parent may cause acrimony over whether
foreign creditors are being treated unfairly compared to domestic
creditors in China, the NY Times noted.  It is rare for Chinese
companies to file for bankruptcy, as the government has sometimes
stepped in first to help them and avoid damaging the broader
reputation of Chinese companies for creditworthiness.

                          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.


SUPERMEDIA INC: Moody's Cuts CFR to Ca After Bankruptcy Filing
--------------------------------------------------------------
Moody's Investors Service downgraded SuperMedia Inc.'s Probability
of Default rating to D-PD from Caa3-PD, the Corporate Family
rating to Ca from Caa3, and associated debt ratings.

The downgrades follow SuperMedia's and Dex One Corporation's
announcements on March 18, 2013 that each company filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code to implement pre-packaged plans of reorganization.

The companies intend to use this strategic process to facilitate
the completion of their merger announced on August 21, 2012. The
rating outlook is stable, although Moody's plans to withdraw all
ratings for the company over the near-term consistent with its
business practice for companies operating under the purview of the
bankruptcy courts wherein information flow typically becomes much
more limited.

Moody's has taken the following rating actions:

Issuer: SuperMedia Inc.

Corporate Family Rating: Ca, from Caa3 prior

Probability of Default Rating: D-PD, from Caa3-PD prior

Sr. Secured Term Loan: Ca (LGD3, 49%), from Caa3 (LGD3, 49%) prior

Speculative Grade Liquidity: SGL-2, unchanged

Outlook: Stable, from Negative

Ratings Rationale

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


TEAMSTERS CENTRAL: Financial Blunders to Cost Taxpayer Billions
---------------------------------------------------------------
On March 19, 2013, The Taxpayers Protection Alliance criticized
the International Brotherhood of Teamsters for numerous financial
mistakes, missteps and blunders that resulted in the Teamsters
Central States Pension Fund being $14 billion in debt and headed
towards bankruptcy.

Already facing a $34 billion deficit, the Pension Benefit Guaranty
Corporation (the government entity created to help current and
future retirees if their pensions go bankrupt) could be exposed to
$14 billion more with the Central States Pension Fund being $14
billion underwater.

David Williams, President of The Taxpayers Protection Alliance
said, "With the Teamsters Central States Pension Fund $14 billion
in debt, and the government agency designed to help Central States
current and future retirees is $34 billion in debt, this can only
one mean one thing -- more taxpayer bailouts."

In 2008, The Wall Street Journal reported that Teamsters President
Jimmy Hoffa asked Congress to include pension plans like Central
States in any bailout.  The story of the Central States Pension
Fund reads like a financial horror story, with bad decision after
bad decision leading to a nightmare for taxpayers.  Consider the
following examples:

-- The Congressional Research Service (CRS) reported that Central
States decided to invest in stocks in spring of 2000 while the
Western Conference of Teamsters Pension Plan took a more cautious
approach with its contributions and invested in Treasury Bonds.
The result, according to The New York Times, was that Central
States lost $2.8 billion while the Western Conference added to its
bottom line by gaining $834 million.

Because of this decision, the Central States' unfunded liability,
the difference between its assets and its obligations, reached a
staggering $14 billion.  And most importantly, the Teamsters Fund
"had to reduce benefits for the first-time in its 49-year
history."

-- During this time, the Central States Pension Fund reported a
$77 million loss on an "unsecured loan."   When pressed on the
failed investment by an employee at a local union, a pension fund
official revealed that loan was actually stock the Fund had
purchased to back a Russian bank that went belly-up.

-- In February of 2008, the Central States Pension Fund received a
$6.1 billion withdrawal penalty from UPS and promptly invested a
majority of its funds in the S&P 500 instead of safer investment
vehicles.  The result: the Pension Fund lost every single penny of
the $6.1 billion on the way to losing more than $9 billion in
2008.

"As the Central States' Pension Fund is being driven off a cliff,
the Teamsters continue to keep their foot on the gas in the hopes
of receiving a taxpayer bailout," said Mr. Williams.  "We are
going to fight them every step of the way."

                About Taxpayers Protection Alliance

Taxpayers Protection Alliance --
http://www.protectingtaxpayers.org-- is a non-profit, non-
partisan organization dedicated to educating the public through
the research, analysis and dissemination of information on the
government's effects on the economy.


THE ZUERCHER TRUST: Court OKs Peter S. Kravitz as Ch 11 Trustee
---------------------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17, sought and
obtained authorization from the U.S. Bankruptcy Court for the
Northern District of California to appoint Peter S. Kravitz as
Chapter 11 Trustee for The Zuercher Trust of 1999.

As reported by the Troubled Company Reporter on Jan. 22, 2013,
secured creditor Win Win Alexander Union, LLC, failed in its bid
to have the Debtor's Chapter 11 case dismissed.  However, Win Win
Alexander did obtain approval of its request that it be excused
from turnover requirements.  The bankruptcy judge also ordered the
appointment of a Chapter 11 trustee.

Regarding the Chapter 11 Trustee's appointment, the Acting U.S.
Trustee conferred with:

      a. Derrick Coleman, James Bulger and Monica Hujazi,
         attorneys for the Debtor and representative of the
         Debtor;

      b. Elsa Horowitz, attorney for creditor Win Win Alexandria
         Union, LLC; and

      c. Sidney Luscutoff, attorney for creditor Recoverex
         Corporation

To the best of the Acting U.S. Trustee's knowledge, Mr. Kravitz is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The Debtor's Chapter 11 case has been reassigned to the Hon.
Hannah L. Blumenstiel from the Hon. Thomas E. Carlson.

                 About The Zuercher Trust of 1999

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Thomas E. Carlson presides over
the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP, serves
as the Debtor's counsel.

The Debtor, a business trust, estimated assets and debts of
$10 million to $50 million.  The Debtor owns property in
621 S. Union Avenue, in Los Angeles.  The property is currently in
REAP for alleged city health code violations.

In its schedules, the Debtor disclosed $28,450,000 in total assets
and $12,084,015 in total liabilities.

The petition was signed by Monica H. Hujazi, trustee.


THE ZUERCHER TRUST: Ch 11 Trustee Taps Ezra Brutzkus as Counsel
---------------------------------------------------------------
Peter S. Kravitz, Chapter 11 Trustee for The Zuercher Trust of
1999, has asked for authorization from the U.S. Bankruptcy Court
for the Northern District of California to employ the law firm of
Ezra Brutzkus Gubner LLP as his general bankruptcy counsel
effective Jan. 31, 2013.

Ezra Brutzkus will, among other things, investigate and recover
potential proceeds allegedly to be disbursed from a related
bankruptcy case and assist in the protection of assets of the
estate, at these hourly rates:

      Robert Ezra, Partner                         $625
      Mark D. Brutzkus, Partner                    $550
      Steven T. Gubner, Partner                    $625
      Richard Burstein, Partner                    $550
      Glenn A. Fuller, Partner                     $475
      J. Alison Grabell, Partner                   $475
      Jeffrey A. Kobulnick, Partner                $475
      Richard L. Mann, Partner                     $425
      Gary Park, Partner                           $475
      Nicholas Rozansky, Partner                   $495
      David Seror, Partner                         $550
      Robyn B. Sokol, Partner                      $525
      Corey R. Weber, Partner                      $450
      Ronald Abrams, Of Counsel                    $375
      Larry Gabriel, Of Counsel                    $595
      Racey Cohn, Of Counsel                       $420
      Daniel H. Gill, Of Counsel                   $495
      Talin Keshishian, Of Counsel                 $425
      Michele A. Seltzer, Of Counsel               $395
      Michael W. Davis, Associate                  $375
      Darren Neilson, Associate                    $350
      Joseph M. Rothberg, Associate                $325
      Karla Bagley, Paralegal                      $230
      Tina Dow, Paralegal                          $210
      Kathy Pscion, Paralegal                      $175
      Susan Robbins, Paralegal                     $220
      Juanita Treshinsky, Paralegal                $220
      Lora Vorkink, Paralegal                      $220
      Maria Abel, Paralegal                        $195
      Sheri Broffman, Trademark Administrator      $125
      Kathy Pscion, Trustee Administrator          $175
      Litigation Support                           $125
      Law Clerks                                   $100

Daniel H. Gill, Esq., of counsel to the law firm Ezra Brutzkus,
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 The Zuercher Trust of 1999

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Thomas E. Carlson presides over
the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP, serves
as the Debtor's counsel.

The Debtor, a business trust, estimated assets and debts of
$10 million to $50 million.  The Debtor owns property in
621 S. Union Avenue, in Los Angeles.  The property is currently in
REAP for alleged city health code violations.

In its schedules, the Debtor disclosed $28,450,000 in total assets
and $12,084,015 in total liabilities.

The petition was signed by Monica H. Hujazi, trustee.


THELEN LLP: Trustee Sues Ex-Equity Partner Over Excess Pay
----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Thelen LLP's
Chapter 7 trustee on Tuesday sued former equity partner James R.
Bridges, saying he was overpaid in 2008, while the firm was
insolvent, and has failed to return the funds to the fallen firm's
estate.

The report related that Trustee Yann Geron, a bankruptcy partner
at Fox Rothschild LLP, claims Bridges received $8,835 more than he
should have in 2008 and is now demanding that those funds be
returned to the estate.

                         About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


TMT INC: Silgan Denied Stay Relief to Recover Food Cans
-------------------------------------------------------
Bankruptcy Judge Mary Ann Whipple denied the request of Silgan
Containers Manufacturing Corporation for relief from the automatic
stay in the Chapter 11 case of TMT Inc. to recover over one
million food packaging cans owned by it that are stored at the
Debtor's warehouse facility in Perrysburg, Ohio.

Silgan argues the Cans are damaged due to rust and that, if
recovered, it intends to sell the Cans for their scrap value. The
Debtor asserts that any rust damage is due to a manufacturing
defect and that it has a lien in the Cans under Ohio Revised Code
Sec. 1307.209 for unpaid storage charges in the amount of
$473,000.  Silgan disputes that such a lien exists.

Silgan's claim for damages and the Debtor's claim for storage
charges are the subject of a prepetition action brought in state
court that Silgan commenced on March 2, 2012, and that was pending
when the Debtor filed its Chapter 11 petition (Bankr. N.D. Ohio
Case No. 13-30346) on Feb. 4, 2013.  The Debtor argues that Silgan
is attempting to forum shop and resolve the state court action by
presenting its argument as an automatic stay issue.  The Debtor
further argues that the Motion is procedurally improper as it puts
the validity of the Debtor's asserted lien at issue and that such
a determination requires the commencement of an adversary
proceeding.

Judge Whipple agrees with the Debtor and denies, without
prejudice, Silgan's Motion on procedural grounds pursuant to a
March 20, 2013 Order is available at http://is.gd/4OjHjNfrom
Leagle.com.  The Judge also said the final evidentiary hearing on
the Motion for Relief From Stay tentatively set for March 28,
2013, at 10:30 a.m. is vacated as moot.


TOWNSEND CORP: Court OKs Liquidating Plan, Enters Discharge Order
-----------------------------------------------------------------
Judge Catherine Bauer of the U.S. Bankruptcy Court for the Central
District of California, Santa Ana Division, entered a discharge
order on March 15 holding that Townsend Corporation has no
personal liability over debts discharged under Sections 727, 1141,
1228, or 1328 of the Bankruptcy Code, except for those debts not
to be discharged under Section 523.

The discharge order came immediately after Judge Bauer confirmed
the Joint Liquidating Plan for Townsend Corp. and LRJC, Inc.  The
Court approved the disclosure statement explaining the Joint Plan
in later February.

                     About Townsend Corporation

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos --
http://www.lrjah.com/and http://lrjcerritos.com/-- filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  The Debtors sell new Jaguar and Land
Rover vehicles and various previously owned vehicles.  The Debtors
also have service and parts departments.  The Debtors are
principally owned and operated by Ernest Townsend and his son,
Joshua Townsend.  LRJ Anaheim has been in business since 2000.
LRJ Cerritos has been in business since 2006.

The Chapter 11 cases were reassigned from Judge Robert N. Kwan to
Judge Catherine E. Bauer.  Todd M. Arnold, Esq., and Martin J.
Brill, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, represent
the Debtors.  Each of the Debtors estimated $10 million to $50
million in both assets and debts.  The petitions were signed by
Ernest W. Townsend, IV, the president.


TRANSGENOMIC INC: Obtains $8 Million Loan From Third Security
-------------------------------------------------------------
Transgenomic, Inc., has secured an $8 million term and revolving
credit facility from Third Security Senior Staff 2008 LLC, Third
Security Staff 2010 LLC, and Third Security Incentive 2010 LLC,
which are entities affiliated with Third Security, LLC, a leading
life sciences investment firm.  Proceeds from the facility will be
used to refinance the Company's outstanding debt with Forest
Laboratories and to help fund working capital requirements.

The facility consists of a $4 million term loan and a revolving
credit line that will have up to $4 million available for draw
against eligible accounts receivable.  The 42-month term loan is
structured to have an interest-only period until January 2014,
followed by a 33-month amortization period.  The revolving credit
line also has a 42-month duration.  The new line of credit,
combined with the $8.3 million raised in its recent private
placement of common stock, provides the Company with substantial
capital to continue building its presence as a leading
personalized medicine company.

"The $8.0 million facility provides us with a non-dilutive vehicle
to repay our existing debt and also provides additional growth
capital at attractive terms," said Mark P. Colonnese, executive
vice president and chief financial officer.  "This facility is
another tangible show of support from Third Security, who has been
a knowledgeable and helpful partner with the Company for several
years. With our current cash position, this increased credit
capacity, and our market presence, we are well positioned to
execute further on our strategic growth plan."

                        About Transgenomic

Transgenomic, Inc. (www.transgenomic.com) is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $8.32 million on $31.48 million of net sales, as compared with
a net loss of $9.78 million on $31.97 million of net sales during
the previous year.

The Company's balance sheet at Dec. 31, 2012, showed $38.79
million in total assets, $18.51 million in total liabilities and
$20.27 million in stockholders' equity.


TRANSGENOMIC INC: Incurs $2.3 Million Net Loss in 4th Quarter
-------------------------------------------------------------
Transgenomic, Inc., reported a net loss of $2.31 million on $7.29
million of net sales for the three months ended Dec. 31, 2012, as
compared with net income of $264,000 on $8.57 million of net sales
for the same period during the prior year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $8.32 million on $31.48 million of net sales, as compared with
a net loss of $9.78 million on $31.97 million of net sales during
the previous year.

The Company's balance sheet at Dec. 31, 2012, showed $38.79
million in total assets, $18.51 million in total liabilities and
$20.27 million in stockholders' equity.

Cash and cash equivalents were $4.5 million as of Dec. 31, 2012,
compared with $4.9 million as of Dec. 31, 2011.

"Our activities in 2012, and particularly in the fourth quarter,
were aimed at preparing for resumed growth in 2013.  These 2012
activities included: the launch of two new proprietary products
from our Clinical Labs, C-GAAP and ScoliScoreTM; a major expansion
of our Clinical Lab Sales team to drive growth from these new
assays, the development of the assay kits for our distribution
relationship with A. Menarini Diagnostics; and the completion of
new assays for our ICE COLD-PCR technology," said Craig Tuttle,
president and chief executive officer.  "Looking forward into
2013, we expect these activities will drive top line revenue
growth, especially as we progress throughout the year.  We are
looking for increasing revenue impact from our ScoliScoreTM and C-
GAAP assays, as well as from other new tests in development that
we expect to commercialize this year.  We also expect to see a
positive impact on revenue later in the year from our A. Menarini
distribution agreement.  In addition, we anticipate announcements
beginning at scientific conferences starting mid-2013 from ongoing
clinical research aimed at validating ICE COLD-PCR and its ultra-
sensitive ability to detect genetic mutations in blood."

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

                        http://is.gd/H3apfZ

                        About Transgenomic

Transgenomic, Inc. (www.transgenomic.com) is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.


TRIUS THERAPEUTICS: Files Form 10K, Incurs $53MM Net Loss in 2012
-----------------------------------------------------------------
Trius Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $53.92 million on $27.18 million of total revenues
for the year ended Dec. 31, 2012, as compared with a net loss of
$18.25 million on $41.01 million of total revenue in 2011.  The
Company incurred a $23.86 million net loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $75.27
million in total assets, $18.48 million in total liabilities and
$56.78 million in total stockholders' equity.

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

                       http://is.gd/uuk7cc

                 2013 Executive Base Salary and
                       Stock Option Grants

On March 7, 2013, the Company's Board of Directors, based on the
recommendation of its Compensation Committee, approved 2013 base
salaries and the grant of additional stock options for the
Company's executive officers.  The 2013 base salaries are
effective as of Feb. 25, 2013.
                                     2013 Base
Name                       Title      Salary   Stock Options
--------------------       -----    ---------  -------------
Jeffrey Stein, Ph.D.        CEO      $456,000     275,000
Philippe Prokocimer, Ph.D.  CMO      $374,500     150,000
John P. Schmid              CFO      $320,000     140,000
Craig Thompson              CCO      $314,150     125,000
Ken Bartizal, Ph.D.         CDO      $311,100      90,000  
John Finn, Ph.D.            CSO      $305,000      80,000    

The stock options (i) were granted effective as of March 7, 2013,
pursuant to the Company's 2010 Equity Incentive Plan, as amended,
(ii) terminate ten years after March 7, 2013, or earlier in the
event the option holder's service to the Company is terminated and
(iii) have an exercise price per share equal to $6.13, the closing
price of the Company's common stock as reported on the Nasdaq
Stock Market on March 7, 2013.  Subject to the option holder's
continued service to the Company, the shares of common stock
subject to such stock options vest in equal monthly installments
over the four years following the date of grant.

                2012 Incentive Cash Bonus Payments

On March 7, 2013, the Company's Board of Directors, based on the
recommendation of the Company's Compensation Committee, also
approved 2012 incentive cash bonus payments under the Company's
2012 Executive Bonus Plan based on an assessment of achievement of
corporate and individual goals set forth in the 2012 Executive
Bonus Plan.  The 2012 cash bonuses approved for each of the
Company's executive officers were as follows:

      Name                           2012 Cash Bonus
      -------------------------      ---------------
      Jeffrey Stein, Ph.D.              $224,120  
      Philippe Prokocimer, Ph.D         $140,000
      John P. Schmid                    $103,700  
      Craig Thompson                    $103,700  
      Ken Bartizal, Ph.D.               $100,650  
      John Finn, Ph.D.                   $88,450  

                    2013 Executive Bonus Plan

On March 7, 2013, the Company's Board of Directors also approved
the Company's 2013 Executive Bonus Plan.  Under the 2013 Bonus
Plan, the Company's executive officers are provided with the
opportunity to earn bonus payments conditioned upon the
achievement of specified corporate and individual goals.  Under
the 2013 Bonus Plan, each individual is assigned a target bonus
opportunity, calculated as a percentage of that individual's 2013
base salary, based on the person's role and title in the company.
In addition, the payout for all of the Company's officers is
calculated based on the Company's achievement of corporate and
individual goals during 2013, with each officer being assigned a
corporate and individual goal weighting.

A complete copy of the Form 8-K is available at:

                        http://is.gd/zttoSk

Trius filed with the SEC a Form S-8 registration statement to
register 1.5 million shares of common stock issuable under the
Company's 2010 Equity Incentive Plan, Amended and Restated 2010
Non-Employee Directors' Stock Option Plan and 2010 Employee Stock
Purchase Plan for a proposed maximum aggregate offering price of
$7.25 million.  A copy of the prospectus is available at:

                        http://is.gd/ZmEBS2

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.


TWIN DEVELOPMENT: Case Summary & 10 Unsecured Creditors
-------------------------------------------------------
Debtor: Twin Development, LLC
        P.O. Box 230921
        Encinitas, CA 92023
        Tel: (310) 316-0500

Bankruptcy Case No.: 13-02719

Chapter 11 Petition Date: March 19, 2013

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

Judge: Christopher B. Latham

Debtor's Counsel: James Andrew Hinds, Jr., Esq.
                  LAW OFFICES OF JAMES ANDREW HINDS, JR.
                  21515 Hawthorne Boulevard, Suite 1150
                  Torrance, CA 90503
                  Tel: (310) 316-0500
                  Fax: (310) 792-5977
                  E-mail: jhinds@hindslaw.com

Scheduled Assets: $55,800,000

Scheduled Liabilities: $38,027,600

The petition was signed by Wallace Benwart, manager.

Debtor's List of Its 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Sabal Financial Group              Bank Loan           $16,500,000
4675 MacArthur Court, 15th Floor
Newport Beach, CA 92660

Sabal Financial Group              Bank Loan           $11,300,000
4675 MacArthur Court, 15th Floor
Newport Beach, CA 92660

Sabal Financial Group              Bank Loan            $3,984,000
4675 MacArthur Court, 15th Floor
Newport Beach, CA 92660

Sabal Financial Group              Bank Loan            $3,875,000
4675 MacArthur Court, 15th Floor
Newport Beach, CA 92660

Sabal Financial Group              Bank Loan            $2,100,000
4675 MacArthur Court, 15th Floor
Newport Beach, CA 92660

Gilgal Real Estate Partners        Trade Debt             $175,000

San Diego County Assessor          Real Property Taxes     $50,000

Excel Engineering                  Trade Debt              $28,000

Pacific Southwest Biological       Trade Debt              $14,000

Standard Accounting                Tax Services             $1,600


U.S. STEEL: Fitch Assigns 'BB-' Rating on New Convertible Notes
---------------------------------------------------------------
Fitch Ratings assigns a 'BB-' rating to United States Steel
Corporation's (U.S. Steel; NYSE: X) new senior convertible notes
to mature April 1, 2019 and new senior notes due 2021. U.S. Steel
stated that it intends to use the net proceeds of the notes for
repurchases of indebtedness focusing on near-term maturities and
for general corporate purposes.

The Rating Outlook is Stable.

KEY RATING DRIVERS:

The ratings reflect U.S. Steel's leading market positions in flat-
rolled and tubular steel in the U.S., together with its high
degree of control over its raw materials offset by the high fixed
costs of integrated steel producers.

U.S. Steel is the second largest North American flat-rolled steel
producer with capacity of 24.3 million tons; 2012 shipments were
16 million tons. U.S. Steel is the largest integrated North
American tubular producer with capacity of 2.8 million tons; 2012
shipments were 1.9 million tons.

U.S. Steel's production of iron ore pellets from its own
operations was 21.4 million tons and from its share of joint
ventures was 2.9 million tons in 2012, accounting for a
significant share of its needs.

The U.S. steel industry is challenged by low capacity utilization
(about 76% on average for 2012) as a result of slow recovery in
manufacturing and construction. Fitch believes that margins are
vulnerable when capacity utilization is below 80%, especially in a
rising/high raw material cost environment. Fitch expects iron ore
prices to decline and metallurgical coal prices to stabilize
affording modestly better margins in 2013 compared with 2012.
Fitch's base case iron ore price assumption (fines 63.5% CFR
China) is expected to decline by $10/tonne in 2013 relative to the
average for 2012 and a further $20/tonne longer term.

Continued softness in the construction markets should constrain
the rebound in steel demand over the next 12?18 months. The
domestic market has shown supply discipline but global
overcapacity and lack of discipline elsewhere has limited pricing
power while bidding up raw material prices.

Adequate Liquidity:
U.S. Steel generated operating EBITDA of $1.1 billion and $383
million of free cash flow after capital expenditures of $723
million and dividends of $29 million for 2012. As of Dec. 31,
2012, cash on hand was $570 million; total debt was $3.9 billion;
the $875 million inventory facility maturing July 20, 2016 and the
$625 million receivables facility maturing July 18, 2014 were
fully available. The inventory facility has a 1.00:1.00 fixed-
charge coverage ratio requirement only at such times as
availability under the facility is less than $87.5 million.

Total liquidity of $2.3 billion compares with 2013 guidance of
capital expenditure at $800 million, cash pension and other
benefits at $550 million, and Fitch estimated net financial costs
at $235 million.

As of Dec. 31, 2012, defined benefit pension plans were
underfunded by $2.7 billion on a GAAP basis. Pension and other
post-employment benefit costs were $512 million for 2012 and cash
payments were $707 million including the $140 million voluntary
contribution to the main U.S. defined benefit pension plan. Costs
guidance for 2013 is $440 million. The company has voluntarily
contributed $140 million per year to the main defined pension plan
over each of the past seven years. U.S. Steel expects that it will
not be required to make mandatory contributions through 2016 as
long as it makes $140 million in annual voluntary contributions
and assuming future asset performance is consistent with U.S.
Steel's long-term return assumption of 7.75%.

Fitch expects leverage to remain below 4x through 2013 with scant
debt repayment. Near-term scheduled maturities of debt are $2
million in 2013; $865 million in 2014; and $190 million in 2015.
The 2014 maturity is a convertible issue with an initial
conversion price of $31.875 per share.

Fitch expects EBITDA of at least $1 billion and free cash flow
generation to be neutral for 2013. Fitch believes that U.S.
Steel's liquidity is sufficient to support operations should the
recovery remain weak for the next 12?18 months.

RATING SENSITIVITIES:

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- Deterioration in liquidity coupled with cash burn greater than
   anticipated;

-- Weaker than expected operating results;

-- A debt-financed recapitalization or debt-financed acquisition.
   Fitch views these events as unlikely.

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- Sustained positive free cash flow generation and debt
   repayment.

Fitch currently rates U.S. Steel as:

-- Long-term Issuer Default Rating 'BB-';
-- Senior secured credit facility 'BB';
-- Senior unsecured notes 'BB-'.


U.S. STEEL: Moody's Rates New $500-Mil. Unsecured Debt 'B1'
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to each of the
proposed $250 million senior unsecured convertible notes due 2019
and $250 million senior unsecured notes due 2021 being offered by
United States Steel Corporation.

The notes will be issued under the company's well-known seasoned
issuer shelf registration, rated (P)B1 for senior unsecured debt
securities.

At the same time, Moody's affirmed U.S. Steel's Ba3 corporate
family rating, Ba3-PD probability of default rating and B1 rating
on its outstanding senior unsecured notes. The SGL-2 Speculative
Grade Liquidity Rating remains unchanged. The rating outlook is
stable.

The company intends to use the net proceeds for debt repayment,
focusing on near-term maturities, and for general corporate
purposes.

Issuer: United States Steel Corporation

  Senior Unsecured Conv./Exch. Bond/Debenture, Assigned B1, LGD4,
  65%

  Senior Unsecured Regular Bond/Debenture, Assigned B1, LGD4, 65%

Affirmations:

Issuer: United States Steel Corporation

  Probability of Default Rating, Affirmed Ba3-PD

  Corporate Family Rating, Affirmed Ba3

  Senior Unsecured Conv./Exch. Bond/Debenture May 15, 2014,
  Affirmed B1

  Senior Unsecured Regular Bond/Debenture Jun 1, 2017, Affirmed
  B1

  Senior Unsecured Regular Bond/Debenture Jun 1, 2037, Affirmed
  B1

  Senior Unsecured Regular Bond/Debenture Feb 1, 2018, Affirmed
  B1

  Senior Unsecured Regular Bond/Debenture Apr 1, 2020, Affirmed
  B1

  Senior Unsecured Regular Bond/Debenture Mar 15, 2022, Affirmed
  B1

  Senior Unsecured Shelf Feb 14, 2016, Affirmed (P)B1

Issuer: Allegheny County Industrial Dev. Auth., PA

  Senior Unsecured Revenue Bonds Nov 1, 2016, Affirmed B1

  Senior Unsecured Revenue Bonds May 1, 2017, Affirmed B1

  Senior Unsecured Revenue Bonds Nov 1, 2024, Affirmed B1

  Senior Unsecured Revenue Bonds May 1, 2030, Affirmed B1

  Senior Unsecured Revenue Bonds Dec 1, 2027, Affirmed B1

  Senior Unsecured Revenue Bonds Dec 1, 2027, Affirmed B1

  Senior Unsecured Revenue Bonds Aug 1, 2042, Affirmed B1

Issuer: Bucks County Industrial Development Auth., PA

  Senior Unsecured Revenue Bonds Jun 1, 2026, Affirmed B1

Issuer: Fairfield (City of) AL, I.D.B.

  Senior Unsecured Revenue Bonds Jun 1, 2015, Affirmed B1

Issuer: Gulf Coast Waste Disposal Authority, TX

  Senior Unsecured Revenue Bonds Sep 1, 2017, Affirmed B1

Issuer: Indiana Finance Authority

  Senior Unsecured Revenue Bonds Dec 1, 2019, Affirmed B1

  Senior Unsecured Revenue Bonds Dec 1, 2026, Affirmed B1

  Senior Unsecured Revenue Bonds Aug 1, 2042, Affirmed B1

Issuer: Lorain County Port Authority, OH

  Senior Unsecured Revenue Bonds Dec 1, 2040, Affirmed B1

Issuer: Ohio Air Quality Development Authority

  Senior Unsecured Revenue Bonds Nov 1, 2015, Affirmed B1

Issuer: Ohio Water Development Authority

  Senior Unsecured Revenue Bonds May 1, 2029, Affirmed B1

Issuer: Southwestern Illinois Development Authority

  Senior Unsecured Revenue Bonds Aug 1, 2042, Affirmed B1

Issuer: Utah (County of) UT

  Senior Unsecured Revenue Bonds Nov 1, 2015, Affirmed B1

Ratings Rationale

The Ba3 corporate family rating reflects U.S. Steel's position as
a major steel producer with a good diversity of products serving a
number of end users. It also recognizes that performance will
fluctuate quarterly given the composition of the company's fixed
price contracts and spot sales leading to inter reporting period
volatility. The company's good liquidity position provides further
support to the rating.

However, the rating also reflects the weak metrics exhibited by
the company and Moody's view that the return to stronger pre-
recession metrics will be slow and erratic and will only trend
slowly upward over the next 12 to 18 months. Moody's expects that
operating performance and debt protection metrics will remain
constrained over this time horizon for the following principal
reasons: 1) the remaining European operations (after the sale of
USSS) will continue to be challenged given the weakness in the
European markets, concerns over sovereign debt issues and banking
issues, and volatile raw material costs given that these
operations are not self-sufficient for all inputs; 2) flat rolled
performance in the US will remain under pressure due to range
bound price levels, over capacity in the market and steady but
relatively soft demand, and 3) performance in the tubular segment,
already facing headwinds from slowing drilling activity, will not
be sufficient to offset the vulnerabilities in the other key
segments. Notwithstanding these near-term challenges, Moody's
recognizes that operating performance will benefit over time from
the January 2012 sale of the U.S. Steel Serbia (USSS) loss making
subsidiary and recent declining trends in raw material prices,
particularly iron ore and coking coal. However, the compression on
realized steel prices is likely to overshadow any benefit from
reduction in the price of key input materials.

The rating also incorporates Moody's view that recovery in the
steel industry over the longer term will continue to be choppy but
that conditions will not fall to recessionary levels experienced
in late 2008 and 2009. The company's ability to continue to
maintain a solid liquidity profile, including a strong cash
position will be an important factor in the rating as the industry
only slowly continues to recover.

Although the loss drag on U.S. Steel's earnings evidenced in prior
years has been mitigated by the sale of USSS to the Serbian
government, Moody's anticipates that overall operating performance
will not evidence significant improvement over the next 12 to 18
months given unfavorable steel industry dynamics, including
softness in the company's remaining European operations and
lingering industry-wide overcapacity. Revenues and profits will
experience continued pressure from relatively weak steel prices
and a protracted return to more robust demand levels. Therefore,
during this period, Moody's expects that debt protection metrics
will show limited improvement, and could weaken from current
levels with debt-to-EBITDA trending above 4.3 times and EBIT-to-
interest below 2.0 times. These ratios remain on the weak side for
a Ba rating under Moody's Global Steel Methodology.

The SGL-2 speculative grade liquidity rating reflects Moody's
expectations of good liquidity over the next four quarters with
U.S. Steel likely reporting positive free cash flow assuming steel
prices were to trend at the $650/ton range at a minimum. However,
working capital requirements could increase in advance of earnings
generation if steel industry fundamentals improve and prices
increase; however, Moody's believes the company's liquidity
profile can support such positive upward movement. Furthermore,
liquidity is supported by cash balances of $570 million at
December 31, 2012, an $875 million inventory-based facility (ABL)
expiring in July 2016 and a $625 million Accounts Receivable
facility expiring in July 2014. In addition the company has
facilities supporting its European operations including a EUR 200
million unsecured credit facility expiring August 2013 at its U.
S. Steel Kosice (USSK) subsidiary. Moody's expects that there
could be some usage from time to time under the domestic
facilities to support seasonal working capital requirements.

The stable outlook reflects Moody's view that the company's
operating performance, and consequently its debt protection
metrics, will not deteriorate meaningfully in the next 12 to 18
months notwithstanding Moody's expectations for prolonged weakness
in the steel industry. U.S. Steel's position in the automotive
industry, mix of spot and contract sales, some of which have a lag
impact on quarterly performance, divestment of USSS, and tubular
position should continue to support performance.

The B1 rating on U.S. Steel's senior unsecured debt reflects the
junior position of these instruments to the company's ABL and
priority accounts payables.

The rating could be downgraded if conditions in key areas such as
tubular and automotive deteriorate and debt protection measures
weaken meaningfully from current levels such that debt/EBITDA
remains greater than 6.0 times and EBIT/interest less than 1.0
times. In addition, a material contraction in the company's
liquidity position could have a negative impact on the rating.

Given where the company's key metrics are relative to its rating
and the challenging operating environment for the broader steel
sector, it is unlikely that there could be an upward rating
movement in the next 12 to 18 months. The ratings could be
upgraded should economic conditions in the US and Europe
strengthen to the point that higher demand levels across the
company's business units results in a sustainable debt/EBITDA
ratio of 3.0 times and an EBIT/interest ratio of 2.5 times as well
as maintenance of solid liquidity.

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.

Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation (U.S. Steel) is the second largest flat-rolled steel
producer in North America in terms of production capacity. The
company manufactures and sells a wide variety of steel sheet,
tubular and tin products across a broad array of industries,
including service centers, transportation, appliance,
construction, containers, and oil, gas and petrochemicals. Through
its major production operations in North America and Central
Europe, U.S. Steel has a combined annual raw steel capacity of
approximately 29 million tons. Firm contract and index based sales
accounted for approximately 68% of domestic flat rolled shipments
in 2012. Total consolidated shipments of 21.7 million tons for the
fiscal year ending December 31, 2012 were down 2.6% versus fiscal
2011. Revenues for fiscal 2012 were approximately $19.3 billion.


U.S. STEEL: S&P Rates Proposed $250 Million Senior Notes 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
issue-level rating (the same as the corporate credit rating) to
United States Steel Corp.'s (U.S. Steel) proposed $250 million
senior convertible notes due 2019 and to its proposed $250 million
senior notes due 2021.  The recovery rating on the notes is '3',
indicating S&P's expectation for a meaningful (50% to 70%)
recovery in the event of a payment default.  The notes are being
issued under the company's shelf registration for well-known and
seasoned issuers filed on Feb. 15, 2013.

The notes will be senior unsecured obligations and will rank
equally with all of U.S. Steel's existing and future unsecured and
unsubordinated indebtedness.  The company intends to use the
proceeds from this offering to redeem existing indebtedness as
well as for general corporate purposes.

The 'BB' rating and negative outlook on Pittsburgh-based U.S.
Steel reflect the combination of what S&P considers to be the
company's "fair" business risk and "aggressive" financial risk.
In S&P's view, the integrated steel producer has capital-intensive
operations, is exposed to highly cyclical and competitive markets,
and has a high degree of operating leverage.  Its financial risk
profile reflects relatively high levels of book debt and
significant underfunded postretirement benefit obligations.  S&P's
ratings on the company also reflect its strong liquidity, good
scope and breadth of product and operations, and the benefits of
its backward integration into iron ore and coke production.

For S&P's rating on U.S. Steel, it expects adjusted debt to EBITDA
to be below 4.5x and adjusted funds from operations to debt of
about 20%.  S&P estimates that these measures were about 5.3x and
about 15%, respectively, at year-end 2012.  S&P expects that, as
the U.S. economy continues to slowly expand, U.S. Steel's credit
measures will gradually improve to levels S&P considers more in
line with the 'BB' rating, given the company's fair business risk
profile.  However, if persistent domestic overcapacity because of
slower-than-expected U.S. economic growth, economic uncertainty in
Europe, and slowing steel usage in China continue to pressure
pricing and margins and erode liquidity, and if S&P do not see
improvement in credit metrics in the first half of 2013, it could
lower the ratings.

RATINGS LIST

United States Steel Corp.
Corporate credit rating                BB/Negative/--

New Ratings
Senior Unsecured
$250 mil convertible notes due 2019    BB
   Recovery rating                      3
$250 mil notes due 2021                BB
   Recovery rating                      3


UNIVERSITY GENERAL: Reports Dismissal of UHY LLP as Accountants
---------------------------------------------------------------
As previously reported on Forms 8-K/A on June 14, 2011, and 10-K
on April 16, 2012, UHY LLP audited the 2010 combined financial
statements of University General Hospital, LP, and University
Hospital Systems, LLP.  The Company dismissed UHY as the Company's
independent registered public accounting firm effective June 15,
2011.  The Company did not communicate its intent to dismiss UHY
prior to June 15, 2011.

During the years ended Dec. 31, 2010, and Dec. 31, 2009, and
through the date of dismissal there were no (1) disagreements with
UHY on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to its satisfaction would have
caused UHY to make reference in its reports on the Partnership's
combined financial statements for that year to the subject matter
of the disagreement.

The audit reports of UHY on the combined financial statements of
the Partnerships, as of and for the years ended Dec. 31, 2010, and
Dec. 31, 2009, did not contain any adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.  The audit report did,
however, contain an explanatory paragraph indicating UHY was not
engaged to audit the effects of the adjustments for the correction
of certain errors and the reverse merger described in Note 2 to
the combined financial statements.

Effective June 15, 2011, the Company's Board of Directors approved
the engagement of Moss, Krusick & Associates as the Company's
independent registered public accounting firm to audit the
Company's consolidated financial statements for the year ending
Dec. 31, 2011.  MKA had served as the Company's independent
registered public accounting firm since March 9, 2011.

MKA was dismissed as the Company's independent registered public
accounting firm effective Dec. 29, 2012.  The dismissal of MKA was
not as a result of any disagreements with the Company.

The Company's Board approved the engagement of Crowe Horwath LLP
as the Company's new independent registered public accounting firm
to audit the Company's consolidated financial statements for the
year ending Dec. 31, 2012.

                     About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.


VELATEL GLOBAL: Issues 10 Million Common Shares to Ironridge
------------------------------------------------------------
Since its most recent Report filed on any of Forms 8-K, 10-K or
10-Q, VelaTel Global Communications, Inc., has made sales of
unregistered securities, namely shares of the Company's Series A
common stock.  The Company filed a Form 8-K because the aggregate
number of Shares sold exceeds 5% of the total number of those
shares issued and outstanding as of the Company's latest filed
Report in which the Sale of Shares was reported, on Form 8-K filed
on March 6, 2013.

On March 8, 2013, the Company issued 10,000,000 shares to
Ironridge Global IV, Ltd.  The Eighth Issuance was pursuant to an
Order for Approval of Stipulation for Settlement of Claims
between the Company and Ironridge, in settlement of $1,367,693 of
accounts payable of the Company which Ironridge had purchased from
certain creditors of the Company, in an amount equal to the
Assigned Accounts, plus fees and costs.

The Eighth Issuance followed seven prior issuances totaling
31,595,000 Shares.

As of March 8, 2013 and immediately following the issuances, the
Company has 166,472,686 shares of its Series A common stock
outstanding, with a par value of $0.001.

A copy of the Form 8-K is available at http://is.gd/In54it

                         About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  For more information, please visit
www.velatel.com.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $21.55 million in total
assets, $26.54 million in total liabilities and a $4.99 million
total stockholders' deficiency.


VERENIUM CORP: Expects to Report $57 Million Revenue for 2012
-------------------------------------------------------------
Verenium Corporation announced certain preliminary financial
results for its year ended Dec. 31, 2012.  The Company intends to
provide fourth quarter and full year audited 2012 financial
results on Wednesday, March 27, 2013, after market close.

Verenium expects to report total revenue in the range of $57
million to $57.5 million and product gross profit in the range of
$16.5 million to $17 million for the year ended Dec. 31, 2012.

The Company also expects to report capital expenditures in the
range of $8 million to $8.5 million for the year ended Dec. 31,
2012, and an unrestricted cash balance of approximately $34.9
million as of Dec. 31, 2012.

"The progress we have made during 2012 towards our operational and
partnering objectives, together with our solid financial
performance, sets a strong foundation for 2013," said James
Levine, president and chief executive officer at Verenium.  "We
remain optimistic about the near-term opportunities for our high-
performance industrial enzyme products and the long-term growth
prospects for our company.  We look forward to providing more
detail on our 2012 financial performance when we report our final
financial results for 2012."

Verenium also said that during the preparation process for the
Company's 2012 annual report on Form 10-K an error was identified
in the Company's previously-issued financial statements related to
the Company's accounting for its facility lease at 3550 John
Hopkins Court in San Diego, CA.

Under Generally Accepted Accounting Principles the Company is
required to record an asset representing the total cost of the
building and improvements, including the costs paid by the lessor
(the legal owner of the building), with a corresponding lease
financing obligation.  As a result, the Company will restate
certain historical financial statements as of, and for the year
ended Dec. 31, 2011, and the quarterly periods ended June 30,
2011, Sept. 30, 2011, March 31, 2012, June 30, 2012 and Sept. 30,
2012.  The restatement is expected to have a material impact on
the consolidated balance sheets for the relevant periods.  The
impact of the restatement on the Company's consolidated net income
(loss) for the relevant periods is expected to be insignificant.
Further, the restatement will have no impact on the Company's
reported cash position for the relevant periods.

"As we indicated in our June 2011 disclosures when we entered into
this lease, we believe our facility is a highly attractive means
for us to provide the space we need to grow our business on
financial terms favorable to the Company," said Jeff Black, chief
financial officer at Verenium.  "Today, we are revising the
accounting treatment for our San Diego facility lease, as
prescribed by GAAP; however, we feel it is critical for our
stakeholders to fully understand that going forward, the
approximately $22 million asset that will appear on our balance
sheet as a result of this accounting revision is not legally owned
by Verenium.  We are considered the owner of the building solely
for accounting purposes.  This change in accounting does not
represent a change in the economic terms or substance of our
lease."

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

                        http://is.gd/3aL4rL

                        About Verenium Corp

San Diego, Calif.-based Verenium Corporation is an industrial
biotechnology company that develops and commercializes high
performance enzymes for a broad array of industrial processes to
enable higher productivity, lower costs, and improved
environmental outcomes.  The Company operates in one business
segment with four main product lines: animal health and nutrition,
grain processing, oilfield services and other industrial
processes.

The Company's balance sheet at Sept. 30, 2012, showed $48 million
in total assets, $14.44 million in total liabilities and $33.55
million in total stockholders' equity.

                          Bankruptcy Warning

"Based on our current cash resources and 2012 operating plan, our
existing cash resources may not be sufficient to meet the cash
requirements to fund our planned operating expenses, capital
expenditures and working capital requirements beyond 2012 without
additional sources of cash.  If we are unable to raise additional
capital, we will need to defer, reduce or eliminate significant
planned expenditures, restructure or significantly curtail our
operations, sell some or all our assets, file for bankruptcy or
cease operations," the Company said in its quarterly report for
the period ended Sept. 30, 2012.

                           Going Concern

Ernst & Young LLP, in San Diego, California, expressed substantial
doubt about Verenium's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses, has a working capital deficit
of $637,000 and has an accumulated deficit of $600.8 million at
Dec. 31, 2011.


VERMILLION INC: Thomas McLain Named as President and CEO
--------------------------------------------------------
Vermillion, Inc., has appointed Thomas McLain as president and
chief executive officer effective March 18, 2013.  He succeeds
Bruce Huebner, the company's interim chief executive officer, who
will remain a director of the company and assist in the
transition.

Mr. McLain brings to Vermillion more than 20 years of experience
in executive management and corporate governance for both public
and privately held companies, with a strong record of turning
companies into leading players in the medical diagnostic and
biotechnology industry.

"We expect to benefit from Tom's seasoned skills, abilities and
insights as we pursue strategies that expand our product pipeline
and advance the development and commercial adoption of our
diagnostic tests," said James S. Burns, Vermillion's chairman of
the board.  "We look forward to Tom's leadership in building a
preeminent company in diagnostic tests that address unmet clinical
needs in women's health, particularly in ovarian and other
oncological cancers.  We're also confident he will help broaden
the use of our lead diagnostic test, OVA1(R), which is unmatched
in detecting ovarian cancer."

"I would also like to express our sincere appreciation to Bruce
Huebner for stepping up from his board duties to provide effective
leadership during this transition period, and setting Vermillion
on a solid course," added Burns.  "We're looking forward to his
continued contributions as a member of our board of directors and
assistance with a smooth leadership transition."

Prior to joining Vermillion, Mr. McLain served as CEO and CFO of
Claro Scientific, an early-stage diagnostic company.  At Claro, he
brought commercial focus to the development of its broad platform
technology.  This included the implementation of a cost-effective
research and clinical study program, executing upon a milestone-
structured investor and strategic partnering program, and forming
partnerships that funded and advanced the company.

Before Claro, he held various senior management positions at Nabi
Biopharmaceuticals (now Biota Pharmaceuticals), a biotechnology
company addressing immune system conditions.  While serving as
CEO, the company's market capitalization increased from $175
million to more than $1 billion within three years. Prior to Nabi,
McLain held several senior management positions of increasing
responsibility over 10 years at Bausch & Lomb, a global eye care
company.

Mr. McLain also previously served Eastman Chemical Company as a
member of its board of directors, the audit and finance
committees, and as chairman of the health, safety, environment and
security committee.  Mr. McLain previously served as a member of
the board of the biotechnology industry association (BIO), as well
as several community and business development boards.  Earlier in
his career, McLain served as an audit manager at Ernst & Young,
LLP. He holds an MBA in Accounting and Information Systems from
the University of Rochester, Simon Graduate School of Business and
a BA in economics from the College of the Holy Cross.

Pursuant to the terms of an employment agreement between the
Company and Mr. McLain, effective as of March 18, 2013, the
Company will pay Mr. McLain an annual base salary of at least
$350,000.

                         About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $8.63 million in total
assets, $3.96 million in total liabilities and $4.66 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VILLAGIO PARTNERS: Files Ch. 11 Plan, To Consolidate 2 Units
------------------------------------------------------------
Villago Partners, Ltd., and its debtor affiliates delivered to the
U.S. Bankruptcy Court for the Southern District of Texas, Houston
Division, a joint plan of reorganization and accompanying
disclosure statement.  According to the Disclosure Statement dated
Feb. 20, 2013, the Debtors filed the joint plan and combined
disclosure statement in the interest of convenience for all of
their creditors and parties-in-interest, but clarified that
confirmation of each of their plan is independent of the
confirmation of the other Debtors' plans.

The Joint Plan provides for the continued operation of Villagio,
Compass Care Holdings, Inc., Cinco Office VWM, L.P., Marcel
Construction & Maintenance, Ltd., and Research-New Trails
Partners, Ltd., by their current management.  Meanwhile, Greens
Imperial Center, Inc., and Tidewell Properties, Inc., will be
substantively consolidated

The Joint Plan provides that the current equity interests in each
of Villagio, Compass Care, Cinco, Marcel and New Trails will be
extinguished and on the Effective Date the ownership interests
will vest in Marcel Global LLC.  The current equity interests of
Greens and Tidewell will be extinguished and on the Effective
Date, the equity owners will obtain equity in Marcel Global, LLC,
at either the Class A or Class B Membership Interest consummate
with their investment of new capital.

Wells Fargo Bank, N.A., the only secured lender, will be paid by
each Debtor with deferred cash payments.  Holders of Allowed
General Unsecured Claims against each Debtor will be paid in full
by quarterly payments.

A full-text copy of the Feb. 20 Disclosure Statement is available
for free at http://bankrupt.com/misc/VILLAGIOds0220.pdf

                   About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.  The Marcel Group -- http://www.themarcelgroup.com/
-- is an integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


W.R. GRACE: 2013 Incentive Plan Approval Sought
-----------------------------------------------
BankruptcyData reported that W.R. Grace filed with the U.S.
Bankruptcy Court a motion for an order authorizing the 2013 long-
term incentive plan (LTIP) and stock grants to directors to be
paid in early 2016, as determined by the Debtors' financial
performance over a three-year period from January 1, 2013 until
December 31, 2015.

The Debtors assert, "Continuing the long-term incentive
compensation strategy for the 2013 LTIP, and implementing the 2013
Directors Stock Grants, whereby the Debtors' leadership and other
Eligible Employees will be awarded options, and shares of, Grace
Stock, will allow the Debtors' management to more effectively and
efficiently align the interests of Eligible Employees with the
interests of the Debtors' shareholders," BankruptcyData related,
citing court documents.

The Court scheduled an April 22, 2013 hearing on the motion.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Grace is still awaiting the effective date of the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W25 LLC: Amends Plan & Disclosures on Eve of Hearing
----------------------------------------------------
W25 LLC amended its plan of reorganization and accompanying
disclosure statement on the eve of the March 19 hearing on the
adequacy of the disclosure statement in order to address an
objection raised by 125 West 25th LLC.

125 West 25 objected to the Disclosure Statement dated Feb. 14,
which contemplated the payment in full of allowed general
unsecured claims from the proceeds of the sale of the of the
Debtor's property.  Allowed general unsecured claims will be paid
from the $500,000 reserve under the purchase and sale agreement
with Tribeca Equities, LLC, the purchaser of the Debtor's
property.  The Purchaser will advance sufficient funds to either
discharge the mortgage held by LL 25 Penny, LLC, a group of
individuals formed before the Petition Date that was interested in
developing the property.  LL 25 has filed a secured claim for the
sum of $43,596,331.

According to 125 West 25, the Feb. 14 Disclosure Statement
represented "nothing more than a naked, flawed endeavor" by the
Debtor's principal, Miriam Chan, to cleanse her prepetition
malfeasance towards creditors through a bankruptcy takeover of the
Debtor's only asset.  The Feb. 14 version of the Plan leaves Ms.
Chan's claim unimpaired.  She will receive $10 million, less any
amounts needed to make payments to general unsecured claims in
excess of the $500,000 allotted to the class.  Ms. Chan will also
retain its interest in the Debtor.  In addition, she will receive
a 1% interest in the Purchaser.

The Debtor amended its Plan on March 18 but did not modify the
treatment accorded to Ms. Chan under the Feb. 14 Plan.  Instead,
the Debtor stated in the March 18 Plan that it will object to 125
West's unliquidated claim asserting a right to the property.  125
West's Disclosure Statement objection, according to the Debtor,
will be heard prior to the Plan confirmation hearing.

A full-text copy of the Disclosure Statement, dated Feb. 14, is
available for free at http://bankrupt.com/misc/W25ds0214.pdf

A full-text copy of the Disclosure Statement, dated March 18, is
available for free at http://bankrupt.com/misc/W25ds0318.pdf

W25 LLC filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-14526) in Manhattan on Nov. 6, 2012.  Avrum J. Rosen,
Esq., at The Law Offices of Avrum J. Rosen, PLLC, in Huntington,
New York, serves as counsel.  The Debtor disclosed $44,001,000 in
assets and $48,756,419 in liabilities as of the Chapter 11 filing.


WAGNER SQUARE: Court Confirms Trustee's Amended Liquidating Plan
----------------------------------------------------------------
On March 6, 2013, the Bankruptcy Court confirmed Chapter 11
Trustee Drew M. Dillworth's First Amended Chapter 11 Plan of
Liquidation for Wagner Square LLC and Wagner Square I, LLC.  All
Classes of Claims or Interests are not impaired and are deemed to
have accepted the Amended Plan.

Upon the Effective Date, Chapter 11 Trustee will be discharged in
connection with his duties as Chapter 11 Trustee of this Chapter
11 case, and all assets, other than the cash in the Chapter 11
Trustee's possession, will immediately vest in the Post-
Confirmation Debtors.

Pursuant to the Plan terms, Class 1 General Unsecured Claims will
be satisfied and paid in full with interest at the legal rate
through the date of payment as soon as reasonably practicable on
or after the Effective Date.

Class 2 and Class 3 Capital Interests in the Debtors will receive
a Distribution in accordance with the terms of the Arbitration
Award and as set forth in article 4.2.2, after each of the
following conditions has been satisfied: (i) the Confirmation
Order becomes a Final Order; (ii) after payment, in full, of all
(a) Allowed Administrative Claims, (b) Allowed Professional Fee
Claims, (c) U.S. Trustee Fees, and (d) Allowed Claims in Class
1; and (iii) after all litigation is concluded (including any and
all disputes between the Chapter 11 Trustee and the Interest
Holders, and all disputes by and between the Interest Holders of
the Debtors).

Membership Interests in Class 4 and Class 5 will retain their
Membership Interests in the Debtors, Wagner Square and Wagner
Square I, and all legal, equitable and contractual rights of
the Holders of such Membership Interests will remain unaltered.

According to papers filed with the Court, the Court's order
approving and authorizing the private sale of the Real Property
was entered on Aug. 21, 2012, and the commercial parcel held by
Wagner Square was sold to the United States of America for and on
behalf of the U.S. Department of Veterans Affairs for a total
purchase price of $7.2 million.

In accordance with the Court's order granting Trustee Dillworth's
motion to approve compromise of controversy pursuant to
Fed.R.Bankr.P. 9019, entered Aug. 21, 2012, and the order granting
Trustee Dillworth's motion for substantive consolidation, the
remaining two parcels of real property owned by Wagner Square I
and Wagner Square III were transferred to the City of Miami, free
and clear of all liens, claims and interests.  In addition,
distributions authorized by this Court's payment order entered
Oct. 25, 2012, have been made to Jackson in respect of its
secured Claim No. 3 and to Redevco and the Debra Sinkle Kolsky
Trust Dated Jan. 4, 2000, on account of and in partial
satisfaction of Claim Nos. 7 and 6, respectively.  All transfers
and payment of all claims authorized by the Sale Order, Settlement
Order and Payment Order have now been made.  The Debtor's Estate
has no other tangible assets left to administer, and Trustee
Dillworth has cash on hand in the amount of $1,426,077.86.

A copy of the Trustee's First Amended Plan of Liquidation is
available at http://bankrupt.com/misc/wagnersquare.doc190.pdf

About Wagner Square

On April 30, 2012, an involuntary Chapter 11 petition was filed
against Wagner Square, LLC.  This was followed by an involuntary
Chapter 11 petition against Wagner Square I, LLC, on June 15,
2012.

Debra Sinkle Kolsky Trust filed an involuntary petition against
Wagner Square I, LLC, (Bankr. S.D. Fla. Case No. 12-24697) on
June 15, 2012.  In the involuntary petition, the Petitioning
Creditor indicated that there was a bankruptcy case (No. 12-20659-
LMI) filed on April 30, 2012, against Wagner Square, LLC, an
affiliate of the Debtor, pending before Judge Isicoff.

Harold D. Moorefield, Jr., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, represents Drew M.
Dillworth, Chapter 11 Trustee, as counsel.

The Debtor's estate was primarily comprised of certain real
property that Wagner Square had acquired from the City of Miami in
2005, for purposes of developing two affordable housing
condominiums and a commercial component.  The development plan,
certain land restrictions and funding for the development were
among the terms agreed upon by the City of Miami and Wagner
Square.  Wagner Square subsequently transferred two of the parcels
of real property to Wagner Square I and a third, non-debtor
entity, Wagner Square III, LLC, with the result that each of those
three entities held title to one of the parcels.


WARNER SPRINGS: Exclusive Plan Filing Moved to April 15
-------------------------------------------------------
The Hon. Louise DeCarl Adler of the U.S. Bankruptcy for the
Southern District of California has moved the exclusive periods
for Warner Springs Ranchowners Association to propose a plan and
solicit acceptances of that plan to April 15, 2013, and June 14,
2013, respectively.

As reported by the Troubled Company Reporter on Feb. 1, 2013, the
Debtor asked the Bankruptcy Court to extend for a second time its
exclusive periods to propose a plan and solicit acceptances of
that plan until May 31, 2013, and July 31, 2013, respectively.

The Debtor said that its bankruptcy case involves the sale of the
Warner Springs Ranch that is co-owned by the Debtor and over 1,200
other individuals and entities.  As a result, its case presents
complexities that are not typically present in a Chapter 11
bankruptcy case.

The Debtor said it recently accepted an offer to purchase the
Ranch after several months of marketing.  In order to complete the
lengthy process of selling the Ranch, the proceeds of which will
be used as the basis of its plan of reorganization, it needs
additional time to focus on completing the sale without spending
time and resources on preparation of a plan or defending against
competing plans.  The sale of the Ranch will not be consummated
until after expiration of a 90-day due diligence period, which
will expire in early March 2013.

On Jan. 13, 2013, the Court granted the Debtor's second motion for
extension of the Exclusive Periods.

On Jan. 7, 2013, Pala Band of Mission Indians, a federally
recognized Indian Tribal Entity, filed an objection to the
extension of the Exclusive Periods, saying that any extension of
the Exclusive Periods, should be short in duration.  "Since the
first extension was granted, the Debtor has admittedly made
progress.  Rather than speculate on what factors prompted that
'progress,' whether it be the Court's admonitions or certain
parties' participation, this Chapter 11 case is rapidly
approaching its one-year anniversary.  For that reason, this Court
should keep this Debtor's feet to the fire and limit any requested
extensions," Pala Band stated.

According to Pala Band, any extension should be short in duration,
given the infirmities in the proposed sale to Warner Springs Ranch
Resort.  "At the same time that this motion will be heard at
2:30 p.m on Jan. 17, 2012, the Debtor's motion to sell the Ranch
Property free and clear of liens to Warner Springs Ranch Resort,
LLC and to establish bidding procedures will be considered," Pala
Band said.  Pala Band believes the Debtor's sale motion is
fundamentally flawed.

Pala Band said that the Debtor's November 2012 operating report
warrants a short extension.  "The Debtor's representation is
misleading.  The Debtor's Operating Report for November 2012,
filed on Jan. 2, 2013, shows a net post-petition loss of $688,797,
largely due its accrued post-petition legal fees.  Those legal
fees are itemized in the sum of $401,389.  The Debtor needs to be
more candid when it makes representations to the Court," Pala Band
stated.

Pala Band is represented by:

         SLATER & TRUXAW, LLP
         Gary E. Slater, Esq.
         Timothy J. Truxaw, Esq.
         15373 Innovation Drive, Suite 210
         San Diego, CA 92128
         Tel: (858) 675-0755
         Fax: (858) 675-0733
         E-mail: ges@SlaterTruxaw.com
                 tjt@SlaterTruxaw.com

During a Jan. 17, 2013 hearing on the second motion, the Court,
having reviewed Debtor's motion and all papers, pleadings,
declarations and evidence in support thereof, having reviewed
Pala's opposition, having hearing argument of counsel, being fully
advised in the premises, ordered the April 15 and June 14
deadlines.

                  About Warner Springs Ranchowners

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Calif. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Daniel Silva, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.  Timothy P. Landis, P.H., serves as the Debtor's
environmental consultant.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The property has a 150-acre golf
course, natural hot springs, 250 cottage style hotel rooms, tennis
courts, swimming pools and a private airport.  The Debtor co-owns
the property with over 1,200 other individuals and entities.  The
Debtor currently holds 2,106 undivided tenancy-in-common fee
interests ("UDIs") in the property.

The Debtor has entered into a listing agreement with CB Richard
Ellis as its broker to assis with the marketing and sale of the
Ranch, which has beenn approved by the court.  The Debtor accepted
a stalking horse bid on Nov. 14, 2012.  Currently, the Debtor is
in the process of preparing the bid procedures, the aset purchase
agreement, and other related sale documents to present to the
Court for consideration.


WAVE HOUSE: Disclosure Statement Hearing Set for May 23
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
will convene a hearing on May 23, 2013, at 2:00 p.m., to consider
approval of the disclosure statement explaining Wave House Belmont
Park, LLC's liquidating plan.  Opposition to disclosure statement
approval is due by April 3.

The Debtor has filed two versions of its liquidating plan: one on
Jan. 17 and another on March 6.  Both Plans revolve around the
liquidation of the Debtor's remaining assets in order to pay
creditors in full.  The Debtor will press forward with its
litigation against the City of San Diego in the action styled Wave
House Belmont Park, LLC, v. The City of San Diego, Case No. 10-
90553-LT.  The Plan is also hinged on separate settlement
agreements with Symphony Asset Pool XVI, LLC, and East West Bank.
Under the EWB settlement, a promissory note in the sum of
$1,127,651 will executed by EWB in favor of the Debtor.

The Jan. 17 Plan and the March 6 Plan proposes to pay holders of
general unsecured claims in full in an amount up to 100% of the
amount of the general unsecured claim with interest accruing at
the current federal short term rate of .20%.  The March 6 Plan
provides that payment to holders general unsecured claims will
consist of four monthly payments of $5,000 and 56 monthly payments
of $19,779.

The Plans propose that payment to general unsecured claims is
contingent of the funds available from the proceeds of the San
Diego adversarial action and the promissory note, after payment in
full of the secured claims of Kathleen Lochtefeld and Symphony
Asset Pool XVI, LLC, and the unsecured priority claim of the
County of San Diego Treasurer-Tax Collector.

A full-text copy of the Plan dated Jan. 17 is available for free
at http://bankrupt.com/misc/WAVEHOUSEplan0117.pdf

A full-text copy of the Disclosure Statement dated March 6 is
available for free at http://bankrupt.com/misc/WAVEHOUSEds0306.pdf

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
10-19663) on Nov. 3, 2010.  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.

Wave House, the company that operates the San Diego amusement area
Belmont Park, filed for bankruptcy protection after the city
imposed an eightfold increase in rent.  The Debtor disclosed
$28.3 million in assets and $17.6 million in liabilities.


WECHSLER & CO: Disclosures Approved, Plan Hearing Set for May 2
---------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has approved the first amended
disclosure statement explaining Wechsler & Co., Inc.'s first
amended liquidating Chapter 11 plan and scheduled a hearing to
consider confirmation of the Plan on May 2, 2013, at 10:00 a.m.

Holders of claims and interests have until April 26 to cast their
ballots on whether to accept or reject the Plan.  Parties-in-
interest also have until the same day to file objections to the
confirmation of the Plan.

                     About Wechsler & Co., Inc.

Mount Kisco, New York-based Wechsler & Co., Inc., is a private
investment firm that invests in both public and privately held
companies.  The Company filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 10-23719) on Aug. 18, 2010.  Jonathan S.
Pasternak, Esq., at Rattet, Pasternak & Gordon Oliver, LLP,
assists the Debtor in its restructuring effort.  The Debtor
estimated assets and debts at $10 million to $50 million as of the
Petition Date.


WEST SEATTLE FITNESS: Hearing on Sale of Club Today
---------------------------------------------------
The Bankruptcy Court in Seattle will hold a hearing today,
March 22, to consider the sale of West Seattle Fitness LLC's
Allstar Fitness club.

Tracy Record, West Seattle Blog editor, reports that more than 50
responses and/or objections to the sale motion have been filed,
including one from GRE 509 Olive LLC.  GRE said it is a secured
creditor owed roughly $2.5 million.  GRE said the sale generates
no value to the estate and there's no evidence the buyer can
perform.

As reported by the Troubled Company Reporter on March 12, the West
Seattle Blog said the buyer is a company owned by former Seahawks
player Sam Adams.  The Blog also reported that the Buyer proposes
to purchase the Transferred Assets for a purchase price of $75,000
pursuant to the terms of the Agreement, and will assume all of the
month-to-month memberships in good standing as of the entry of the
Sale Order, as well as all post-petition prepaid Club memberships
listed on Schedule 1.1(b).  The Buyer will not assume pre-petition
long term member contracts and the Trustee will be rejecting these
contracts.

In its response to the GRE Objection, the Blog relates the Allstar
property's owner contends that GRE did not file a claim in time;
even if they did, the claim is "undersecured.  It also noted that
the "the Court was on the verge of converting this Chapter 11
proceeding to a Chapter 7 proceeding and having the club go dark
in January 2013. . . .  If this sale is not approved, then the
Court will be compelled to convert to a Chapter 7, the Landlord
will take the premises back (the Debtor has already rejected the
lease and is only operating on a month-to-month term), and the
Estate will lose everything."

West Seattle Fitness LLC does business as Allstar Fitness.  West
Seattle Fitness LLC filed for Chapter 11 bankruptcy (Bankr. W.D.
Wash. Case No. 12-18818) on Aug. 27, 2012, estimating both assets
and debts under $1 million.  A copy of the petition is available
at http://bankrupt.com/misc/wawb12-18818.pdf West Seattle Fitness
was represented by James E. Dickmeyer, Esq.

Richard A. Hooper was later named the Chapter 11 Trustee for West
Seattle Fitness.  He is represented by Yousef Arefi-Afshar, Esq.,
and John R. Rizzardi, Esq., at Cairncross & Hempelmann, P.S.


WM SIX: Can Continue Using Cash Collateral Until March 31
---------------------------------------------------------
WM Six Forks, LLC, obtained interim authorization from the Hon. J.
Rich Leonard of the U.S. Bankruptcy Court for the Eastern District
of North Caroline to use the cash collateral which Lenox Mortgage
XVII LLC asserts an interest until March 31, 2013.

As reported by the Troubled Company Reporter on Nov. 9, 2012, the
Court, in a second interim order, authorized the Debtor's
continued access to the cash collateral until Dec. 31, 2012.

The Debtor owns an apartment and retail/office building in
Raleigh, North Carolina, known as Manor Six Forks which opened
in March of 2010.  The project includes 298 residential apartments
and 14,000 square feet of retail space on the ground floor of the
Property.  As of the Petition Date, all the retail/office space is
vacant and approximately 95% of the residential apartments are
subject to existing leases.

The lender contends that it is owed $39,027,860 as of the Petition
Date.  Lender also contends that the outstanding indebtedness is
secured by a first mortgage lien on the project, including any
rents, profits and income generated by the Project, pursuant to
the Deed of Trust and Security Agreement.

The Debtor would use the cash collateral to pay on-going costs of
insuring, preserving, repairing and protecting the project.

During the interim period, the Debtor is not required to provide
additional adequate protection to lender for the use of cash
collateral.

                        About WM Six Forks

WM Six Forks LLC is the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor said in court papers the
Manor is valued at $32.54 million.  The Debtor also owns a 15.15-
acre property, the value of which is not yet determined.  The
Debtors' property serves as collateral to a $39 million debt to
Lenox Mortgage XVI, LLC.  A copy of the schedules filed together
with the petition is available at http://bankrupt.com/misc/nceb12-
05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified that it was unable to form a
creditors committee in the Chapter 11 case of WM Six Forks, LLC.


WYLDFIRE ENERGY: April 22 Plan Confirmation Hearing Set
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
approved the disclosure statement for Wyldfire Energy, Inc.'s Plan
of Reorganization dated Oct. 18, 2013.  A confirmation hearing for
the Debtor's Plan will be held on April 22, 2013 at 1:30 p.m.  The
deadline to object to the confirmation of the Plan is April 15.

With respect to the Plan, the Debtor filed a First Modification on
February 13, pursuant to which Section 4.3(a) of the Plan,
pertaining to the treatment of Class 3 Allowed Unsecured (General)
Claims, was modified such that instead of being paid in one
installment payable within 60 days of the respective Initial
Distribution Date, each holder of an Allowed class 3 creditor will
now receive:

  (i) the amount of such holder's Allowed Claim in one cash
payment on the later of the Effective Date or the tenth (10th)
Business Day after such Claim becomes an Allowed Claim,

(ii) the amount of such holder's Allowed Claim in accordance with
the ordinary business terms of such expense or cost, or

(iii) such other treatment as may be agreed to in writing by such
Class Creditor or as ordered by the Bankruptcy Court.

As reported in the TCR on Oct. 26, 2012, there are no secured
claims.  All interests in the Debtor will be subordinated and the
interest holders will receive no distribution until full payment
of all other classes has occurred.

A copy of the Disclosure Statement dated Oct. 19, 2012, is
available for free at:

         http://bankrupt.com/misc/Wyldfire_DS_101912.pdf

                       About Wyldfire Energy

Palo Pinto, Texas-based Wyldfire Energy, Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-70239) in
Wichita Falls, Texas, on June 20, 2012.  Tamara Ford, a 100%
stockholder, signed the Chapter 11 petition.  Judge Harlin DeWayne
Hale oversees the case.  The Law Offices of Ronald L. Yandell,
Esq., serves as the Debtor's counsel.

The Debtor is a closely held Wyoming corporation doing business in
Texas engaged in identifying mineral properties which are capable
of being leased from the owners of those mineral estates.


XTREME IRON: Mitchell Law Firm Withdraws as Debtors' Counsel
------------------------------------------------------------
Gregory W. Mitchell of The Mitchell Law Firm, L.P., seeks to
withdraw as counsel for Debtor Xtreme Iron Holdings, LLC.

Since the Court approved the appointment of Ms. Areya Holder as
chapter 11 trustee, the Chapter 11 Trustee has managed the affairs
of the Debtor, and continues to work towards the development of a
plan of reorganization.

The services of The Mitchell Law Firm to the Debtor have been
nominal since the appointment of the Chapter 11 Trustee.
Additionally, certain facts have come to light regarding
representations made by the Debtor to Mitchell.  Specifically,
Mitchell has learned that fees paid to the Firm for services
provided in the bankruptcy case, that were to have been paid by a
third party, were in fact paid out of funds from Debtor Xtreme
Iron, LLC, a related company also in Chapter 11.

Mitchell immediately revealed the source of payments received.  In
turn, Caterpillar Financial Services Corporation, a secured
creditor in this matter, filed a motion to compel turnover of
fees.  In the process of responding to CAT Financial's motion,
Mitchell fears that a conflict may arise in its obligations to the
Debtor.

As a result of the diminished need for separate counsel for the
Debtor, along with the revelation regarding the payment of
attorneys fees, Mitchell believes there is good cause for an
order to be entered authorizing its withdrawal as counsel for
Debtor.

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

On Sept. 14, 2012, Areya Holder was appointed Chapter 11 Trustee
of the estates of Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC.
Gardere Wynne Sewell LLP serves as counsel for Areya Holder.

Beta Capital LLC, a creditor, has asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


XTREME IRON: Court OKs Matthews Stein as Trustee's Special Counsel
------------------------------------------------------------------
Areya Holder, the chapter 11 Trustee of Xtreme Iron, LLC's
bankruptcy estate, sought and obtained permission from the
Bankruptcy Court to employ Matthews, Stein, Shiels, Pearce, Knott,
Eden & Davis LLP, as her special counsel in debt-collection
matters.

The Firm will provide advice to and represent the Chapter 11
Trustee, as requested by the Chapter 11 Trustee, in connection
with debt-collections matters regarding the Debtor's outstanding
and past-due accounts receivables, and other matters as may be
requested by the Chapter 11 Trustee and agreed to by the Firm.

From July of 2011 to the Debtor's bankruptcy filing, the Firm
provided prepetition services to the Debtor regarding the recovery
of delinquent accounts receivables which included the preparation
and filing of certain litigation.  During the period prior to the
Petition Date, the Firm received $2,322.84.  The Debtor currently
owes the Firm $646.76 relating to services rendered prior to the
Petition Date.  The Firm will waive its prepetition claims against
the Debtor.

The Firm was advanced $6,993.08 after the Petition Date for
services performed post-petition.

The lead Partner, Thomas A. Shiels, has a billing rate of $245 per
hour.  If other attorneys at the Firm are needed to work on
matters for the Chapter 11 Trustee, the Firm's applicable billing
rates will range from $165 per hour to $210 per hour.  Paralegal
and other non-attorney professional time will be billed at rates
from $75 per hour to $100 per hour.

The Firm does not and will not hold any interest adverse to the
Debtor or to the Estate with respect to those matters on which the
Firm is to be employed.

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

On Sept. 14, 2012, Areya Holder was appointed Chapter 11 Trustee
of the estates of Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC.
Gardere Wynne Sewell LLP serves as counsel for Areya Holder.

Beta Capital LLC, a creditor, has asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


XTREME IRON: Trustee Hires Value Restoration as Financial Advisor
-----------------------------------------------------------------
Areya Holder, the chapter 11 Trustee of Xtreme Iron, LLC's
bankruptcy estate, sought and obtained permission from the
Bankruptcy Court to employ Value Restoration Partners, Inc., as
financial advisors.

Value Restoration, among others, will:

   * review the Debtor's cash management system, financial
     reporting and operations for possible self-dealing;

   * review, evaluate and analyze the proposed budget to determine
     necessity and reasonableness of expenses and viability of the
     Debtor's business; and

   * review and evaluate adequate protection assurances in
     relation to the Debtor's use of cash collateral.

VRP will be reimbursed at $250 per hour and $350 per hour for
Expert Witness testimony and preparation.

VRP does not believe it holds any interest adverse to Xtreme Iron
or its Estate and is a "disinterested person" as defined within
Section 101(14) of the Bankruptcy Code.

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

On Sept. 14, 2012, Areya Holder was appointed Chapter 11 Trustee
of the estates of Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC.
Gardere Wynne Sewell LLP serves as counsel for Areya Holder.

Beta Capital LLC, a creditor, has asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


YACHT PATH: Files Bankruptcy After Bank Accounts Frozen
-------------------------------------------------------
Paul Brinkmann, writing for South Florida Business Journal,
reportrs that Yacht Path International and three related companies
have filed for Chapter 11 bankruptcy.  The related companies are
Unity Shipping Lines, Unity Marine and Yacht Path Palm Beach.

According to the report, Bankruptcy attorney Bradley Shraiberg,
Esq., at Boca Raton-based Shraiberg Ferrara & Landau, said in an
email the companies would continue operating. He said the
bankruptcy was prompted by a garnishment of the companies' bank
accounts over a relatively minor debt.

Yacht Path International transports yachts on larger freight ships
worldwide.  Yacht Path has been a regular player in the region's
yacht industry for years, with a regular presence at yacht shows.
Unity Shipping transports heavy marine equipment and cargo.

"A creditor, Henry Mandil, obtained a writ of garnishment that
froze the company's operating account, which is held at Bank of
America," Mr. Shraiberg said in the email, according to the
report. "With the company's operating account frozen, it could not
pay its bills as they came due. When the company could not pay its
bills because it did not have use of its cash, dominos started to
fall."

Mr. Mandil's attorney, Andrew Fein, Esq., of Minnerly Fein,
declined to comment for the Business Journal story.  Mr. Mandil
has a claim of $259,000 against that company, according to the
bankruptcy petition for Yacht Path International, the report
relates.


YELLOWSTONE MOUNTAIN: Tim Blixseth Denied Leave to Sue Ex-Counsel
-----------------------------------------------------------------
In the 1990s, Timothy Blixseth created and operated a master-
planned unit development near Big Sky, Montana, known as the
Yellowstone Club, through four related entities -- Yellowstone
Mountain Club, LLC, Yellowstone Development, LLC, Big Sky Ridge,
LLC, and Yellowstone Club Construction Company, LLC.  By 2004,
Credit Suisse loaned the Yellowstone Club entities $375 million.
Mr. Blixseth first transferred $209 million of the loan proceeds
from the Club entities to the parent company, Blixseth Group,
Inc.; and subsequently, to accounts under his name.  Mr. Blixseth
said he made the transfer on the advice of his clounsel -- Stephen
R. Brown and his firm Garlington Lohn & Robinson, PLLP.

Mr. Blixseth eventually divorced in 2006 his wife, Edra, who was
awarded BGI and the Yellowstone Club entities as part of the
marital settlement.  By November 2008, Edra caused the Yellowstone
Club entities to file for Chapter 11 protection.

Mr. Brown and GLR were owed about $410,000 in unpaid legal
services, so they filed an unsecured claim in the Yellowstone
bankruptcy.  Since their claim was substantial, Mr. Brown agreed
to serve as chairman of the unsecured creditors' panel.  The
creditors committee eventually filed a lawsuit against Credit
Suisse.

In response, Mr. Blixseth filed in June 2011 a complaint in the
U.S. District Court for the District of Montana against Mr. Brown,
GLR, James A. Patten, Patten Peterman Bekkedahl & Green, PLLC, J.
Thomas Beckett, Parsons Behle & Latimer, Thomas L. Hutchinson,
Bullivant, Houser, Bailey, P.C., Samuel T. Byrne, CrossHarbor
Capital Partners, LLC, and John Does 1-100 as defendants.  The
allegations under the complaint include (1) legal malpractice; (2)
breach of fiduciary duty; (3) fraud; (4) breach of contract; (5)
equitable indemnification; (6) comparative indemnity; (7)
contribution; (8) malpractice for failing to disclose conflict of
interest; (9) conspiracy; (10) aiding and abetting commission of
torts; and (11) aiding and abetting commission of torts.  However,
in March 2012, District Judge Donald Molloy dismissed the
complaint for lack of subject matter jurisdiction.  Mr. Blixseth
appealed Judge Molloy's decision to the U.S. Court of Appeals for
the Ninth Circuit, who also dismissed the appeal for lack of
jurisdiction.

Mr. Blixseth then filed with the U.S. Bankruptcy Court for the
District of Montana an amended motion for leave to sue Mr. Brown
and GLR in the Montana District Court.

In a March 15, 2013 Memorandum of Decision, Bankruptcy Judge Ralph
B. Kirscher denied Mr. Blixseth leave to sue his former counsel.
"[A]ll the allegations in Blixseth's proposed complaint are so
intertwined with and dependent upon Brown's actions as a member of
the Unsecured Creditors Committee that it makes it impossible for
this Court to isolate Blixseth's so-called "pre-petition
malpractice and malfeasance" claims from Brown's activities as a
member of the Unsecured Creditors Committee," the judge opined.

A copy of the Montana Court's March 14, 2013 Memorandum of
Decision is available at http://is.gd/0Mdy34from Leagle.com.

                      About Yellowstone Mountain

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

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

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

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

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


* Fitch's Downgrades Down 26% for U.S. Public Finance in 2012
-------------------------------------------------------------
Modest economic recovery in 2012 helped to stabilize credits
across U.S. public finance in 2012, according to Fitch Ratings in
a new report.

For all U.S. public finance sectors in aggregate, the number of
upgrades and downgrades decreased in 2012 from 2011. Fitch
reported 198 downgrades in 2012, a 26% decrease from 2011 (268).
Upgrades decreased to 84 in 2012 from 130 in 2011.

The downgrade to upgrade ratio by rating action was 2.4:1,
increased from 2.1:1 in 2011. Downgrades have outnumbered upgrades
in each of the last four years. Tax-supported ratings accounted
for the bulk of the rating downgrades again last year (120,
compared to 155 in 2011).

Fitch also reported a decrease in Negative Rating Outlooks, to 232
in 2012 from 306 in 2011. The number of Positive Rating Outlooks
also decreased to 61 (from 68 the previous year). Negative Rating
Watches increased to 49 from 29, largely driven by changes to
Fitch's charter school sector criteria.

It is important to note that downgrades account for a small
percentage of total public finance rating actions. The number of
ratings that were affirmed constituted the majority of rating
actions (82%) during the year. Additionally, 91% of Rating
Outlooks were Stable at the end of 2012.


* Fitch Says Underwriting Performance Remains Low
-------------------------------------------------
In a report published March 20, Fitch Ratings notes that
underwriting performance remains below peak performance levels for
U.S. personal auto insurers despite improved pricing.

While full industry statutory results for major property/casualty
industry business segments will be reviewed shortly, Fitch
reviewed year end GAAP results for the personal auto segment for a
group of insurers that breakout personal auto underwriting results
in SEC filings or in supplemental earnings disclosures. Results
for this group show a modest aggregate personal auto underwriting
profit in 2012, comparable to 2011. However, individual company
results were equally mixed between modestly improving or
deteriorating results.

Spurred by several years of weaker segment performance, auto
insurers increased rates during 2012 and this trend is continuing
into 2013. 'Several factors offset the benefits of better pricing
in the segment including increased claims severity -- particularly
for bodily injury claims -- and greater catastrophe losses due to
the flood related losses of Superstorm Sandy,' said Dafina
Dunmore, Director at Fitch.

Fitch anticipates that the industry will post a statutory
underwriting loss in private passenger autofor the fifth
consecutive year in 2012. However, pricing improvements and a
reversion to a more normal catastrophe loss experience will
promote a modest underwriting profit in 2013.

The report 'Personal Auto Underwriting Performance' dated
March 20, 2013, is available at 'www.fitchratings.com' under
'Insurance' and 'Special Reports'.


* Fitch Says Varied U.S. Bank Stress Test Results Create Confusion
------------------------------------------------------------------
Stress test results for the largest U.S. banks, in connection with
the Fed's Comprehensive Capital Analysis and Review (CCAR)
program, have provided investors some visibility into regulators'
views of banks' potential performance under a severely stressed
economic scenario. However, Fitch recognizes that the visibility
of parallel review processes involving banks that fall outside of
CCAR is currently very limited, and this complicates the task of
assessing relative performance under stress for those
institutions.

Consistent and timely analysis of regulator views of banks'
capital adequacy, liquidity and regulatory costs has been made
more difficult by the confusing array of deadlines, disclosure
rules and stress test submission requirements affecting
institutions of varying sizes in different ways. The latest
example of this is the recently completed Capital Plan Review
(CapPR) stress test process of 11 bank holding companies, with
assets greater than $50 billion, that were not included in the
CCAR process.

Under CapPR, the 11 companies were required to submit a capital
plan, with internal stress tests and forward-looking capital
projections under four scenarios. The Federal Reserve evaluated
each bank holding company's (BHC) capital plan submission,
focusing on the quality of the capital planning processes;
however, these BHCs were not subject to the supervisory stress
test cycle, and therefore no supervisory stress test results are
currently available. These banks will be subject to the
supervisory stress tests until the subsequent stress test cycle
commences in the fall of 2013, with public disclosure to follow in
March 2014.

Of those 11 banks, five have provided public commentary on the
outcome of capital plan reviews, with only one BHC, Zions
Bancorporation, reporting that the regulators objected to certain
proposed capital actions. Comerica Incorporated, Huntington
Bancshares, M&T Bank Corp., Northern Trust Corporation and
Discover Financial Services all remarked publicly that regulators
had raised no objections to their plans. None of the five foreign-
owned BHCs provided public commentary

The Fed published rules last October outlining procedures for
future reviews of capital adequacy for BHCs, state member banks
and savings and loan holding companies. The supervisory and
company-run stress tests are required under the Dodd-Frank Act and
also extend to certain nonbank institutions designated by the
Financial Stability Oversight Council (FSOC).

The rules call for banks with assets between $10 billion and $50
billion to conduct their first stress tests in the fall of 2013.
However, results from those tests will not be made public
immediately. Instead, these institutions will not need to disclose
stress tests results until 2015 (based on 2014 results). Banks
with assets less than $10 billion are not subject to stress
testing rules at all, though they are encouraged to have in place
the capacity to analyze the potential impact of adverse outcomes
on their financial condition.

The impact of differing rules on banks of various sizes has become
an issue in other areas of bank regulation besides capital
adequacy. For example, limitations on debit card interchange fees
introduced under the Durbin amendment do not apply to smaller
banks (those with less than $10 billion in assets).


* Citigroup Settles Case for $730 Million
-----------------------------------------
Chad Bray, Matthias Rieker and Suzanne Kapner, writing for The
Wall Street Journal, reported that Citigroup Inc. agreed to pay
$730 million to settle claims that it misled investors in four
dozen bond and preferred-stock offerings over more than two years,
in the second-largest settlement of investor litigation tied to
the financial crisis.

The agreement, with plaintiffs including the Arkansas Teacher
Retirement Systems and Louisiana Sheriffs' Pension and Relief
Fund, is the latest to hit the nation's largest banks at a time of
investor unease over the scope of their possible legal tabs,
according to WSJ.

In the case settled Monday, plaintiffs alleged the New York
company misled them about Citigroup's possible exposure to losses
on securities backed by home loans, understated its loss reserves
and said some assets were of higher credit quality than they
actually were, WSJ related.  The pact covers 48 preferred-stock
and bond deals between May 2006 and November 2008.

The settlement, subject to approval by the U.S. District Court in
Manhattan, is the second-largest paid to investors tied to
litigation stemming from the financial crisis, after Bank of
America Corp.'s $2.43 billion settlement last September of claims
it misled investors about its 2009 purchase of Merrill Lynch, the
WSJ report noted.

"This settlement is another significant step toward resolving our
exposure to claims arising from the financial crisis, and we look
forward to putting this matter behind us," the nation's third-
largest bank by assets said, according to WSJ.  "Citi is a
fundamentally different company today than at the beginning of the
financial crisis."

Bernstein Litowitz Berger & Grossmann LLP represented the bond
plaintiffs. The firm, the court-appointed counsel for the holders,
will apply for the award of attorney's fees not to exceed 20% of
the settlement, as well as reimbursement for litigation expenses
of up to $10.5 million, according to court documents, WSJ said.


* Freddie Mac Sues Multiple Banks over Libor Manipulation
---------------------------------------------------------
Tom Schoenberg and Andrew Zajac, writing for Bloomberg News,
reported that Freddie Mac (FMCC) sued Bank of America Corp. (BAC),
UBS AG (UBSN), JPMorgan Chase & Co. (JPM) and a dozen other banks
over alleged manipulation of the London interbank offered rate,
saying the mortgage financier suffered substantial losses as a
result of the companies' conduct.

Government-owned Freddie Mac accuses the banks of acting
collectively to hold down the U.S. dollar Libor to "hide their
institutions' financial problems and boost their profits,"
according to a complaint filed in federal court in Alexandria,
Virginia, the Bloomberg report related.

"Defendants' fraudulent and collusive conduct caused USD LIBOR to
be published at rates that were false, dishonest, and artificially
low," Richard Leveridge, a lawyer for Freddie Mac, said in the
complaint, according to Bloomberg.

Bloomberg noted that manipulation of interest rates by some of the
world's biggest banks has spawned probes by half a dozen agencies
on three continents in what has become the industry's largest and
longest-running scandal. More than $300 trillion of loans,
mortgages, financial products and contracts are linked to Libor.

Libor, Bloomberg related, is calculated by a poll carried out
daily by Thomson Reuters Corp. on behalf of the British Bankers'
Association, an industry lobby group that asks firms to estimate
how much it would cost to borrow from each other for different
periods and in different currencies.

The complaint lists 15 banks as defendants as well as the British
Bankers' Association, including Citigroup Inc. (C), Barclays Plc,
Royal Bank of Scotland Group Plc (RBS), the Royal Bank of Canada,
Deutsche Bank AG and Credit Suisse Group AG. (CSGN), Bloomberg
said.

The case is Federal Home Loan Mortgage Corp. v. Bank of America
Corp. (BAC), 13-cv-00342, U.S. District Court, Eastern District of
Virginia (Alexandria).


* Financial Windfalls for Wall St. Execs Taking Government Jobs
---------------------------------------------------------------
Susanne Craig, writing for The New York Times' DealBook, reported
that people usually say they go into government to perform public
service. If they came from Wall Street, however, their former
employers often provide another service.

Banks, including JPMorgan Chase, Goldman Sachs and Morgan Stanley,
all have provisions that allow acceleration of payments owed to
senior executives if they take government jobs, a new study finds,
the DealBook report related.

The DealBook said such a benefit was highlighted recently during
the confirmation hearing for Jacob J. Lew as Treasury secretary.
His previous employer, Citigroup, had guaranteed him preferential
financial treatment if he were to leave to take a job in the
government. When Mr. Lew left Citigroup he held stock that he
could not immediately cash worth as much as $500,000, according to
a government filing.

"These companies seem to be giving a special deal to executives
who become government officials," says the study, to be released
Thursday by the Project on Government Oversight, the DealBook
further related.  "In exchange, the companies may end up with
friends in high places who understand their business, sympathize
with it, and can craft policies in its favor."

The study looked at the compensation policies of several financial
institutions, according to the DealBook.

The DealBook noted that the accelerated vesting of Mr. Lew's
shares is part of a larger debate on Wall Street and in
Washington, where people frequently move back and forth, creating
concern that government officials may favor their old colleagues
on Wall Street.  The debate, the DealBook said, has heated up
recently as top officials from the Securities and Exchange
Commission leave for new jobs, possibly on Wall Street, while the
White House has nominated Mary Jo White, a lawyer who has
represented Wall Street firms, to run the S.E.C.


* JPMorgan Chase Is Reining in Payday Lenders
---------------------------------------------
Jessica Silver-Greenberg, writing for The New York Times'
DealBook, reported that JPMorgan Chase will make changes to
protect consumers who have borrowed money from a rising power on
the Internet -- payday lenders offering short-term loans with
interest rates that can exceed 500 percent.

JPMorgan, the nation's largest bank by assets, will give customers
whose bank accounts are tapped by the online payday lenders more
power to halt withdrawals and close their accounts, according to
the DealBook report.

Under changes to be unveiled on Wednesday, JPMorgan will also
limit the fees it charges customers when the withdrawals set off
penalties for returned payments or insufficient funds, the
DealBook said.

The DealBook noted that the policy shift is playing out as the
nation's biggest lenders face heightened scrutiny from federal and
state regulators for enabling online payday lenders to thwart
state law. With 15 states banning payday loans, a growing number
of the lenders have set up online operations in more hospitable
states or foreign locales like Belize, Malta and the West Indies
to more nimbly dodge statewide caps on interest rates, according
to the report.

Bank of America and Wells Fargo said that their policies on payday
loans remained unchanged, the DealBook related.


* JPMorgan Bosses Hit by Bank Regulator
---------------------------------------
Dan Fitzpatrick and Joann S. Lublin, writing for The Wall Street
Journal, reported that J.P. Morgan Chase & Co. was downgraded in a
confidential government scorecard over concerns about the
company's management and its board, a blow to a firm that has long
been considered one of the best-run on Wall Street.

WSJ related that the New York company's management rating from the
Office of the Comptroller of the Currency fell one notch last July
to a level that signifies oversight "needs improvement," following
the revelation of what are known as the "London whale" trading
losses, said people familiar with the regulatory assessment.

According to WSJ, grading is on a scale of 1 to 5, with 5 being
worst. J.P. Morgan had been at level 2, indicating "satisfactory
management," the report said.  The people, according to WSJ, said
the downgrade to level 3 wasn't solely related to a London
employee's large trades -- in indexes tracking the health of a
group of companies -- that led to losses exceeding $6 billion.

The downgrade, WSJ noted, marks an unusual setback for a bank that
last year reported record profit of $21.3 billion and bears a
stock-market value of $187 billion, second only among U.S.
financial companies to Wells Fargo WFC +0.29% & Co.'s $198
billion.

U.S. regulators determine the strength of financial institutions
using a confidential ratings yardstick that has several parts and
is known by the acronym CAMELS, WSJ said.  They rarely disclose
the various scores that make up the measure because of concerns
about how the public might react.  During the financial crisis in
2008 and 2009, Citigroup Inc. and Bank of America Corp. had their
overall ratings cut to 3 on concerns about their exposure to the
credit crisis and risks they took on in purchasing troubled
companies, according to documents and people close to the
companies.


* Regulators Shut California Pepsi Bottler's Credit Union
---------------------------------------------------------
Liz Moyer at Dow Jones' DBR Small Cap reports that federal
regulators liquidated the credit union that serviced employees of
a Pepsi bottling company in Buena Park, Calif.


* SecondMarket Shuts Down Bankruptcy Claims Platform
----------------------------------------------------
Rachel Feintzeig at Daily Bankruptcy Review reports that
SecondMarket, which operates a variety of electronic trading
platforms, is getting out of the bankruptcy claims trading
business.


* National Credit Default Rates Down in Feb., S&P/Experian Says
---------------------------------------------------------------
Data through February 2013, released on March 19 by S&P Dow Jones
Indices and Experian for the S&P/Experian Consumer Credit Default
Indices, a comprehensive measure of changes in consumer credit
defaults, showed a decrease in national default rates during the
month.  The national composite was 1.55% in February, down from
1.63% in January.  The first mortgage default rate moved down to
1.48% in February, from 1.58% in January.  The bank card rate was
3.37% in February vs. 3.41% in January.  The second mortgage and
auto loan default rates increased in February posting 0.71% and
1.11%; they were marginally up from their respective 0.69% and
1.10% January levels.

"Consumer credit quality remains healthy," says David M. Blitzer,
Managing Director and Chairman of the Index Committee for S&P Dow
Jones Indices.  "The first mortgage and bank card default rates
moved down, the second mortgage and auto loans were marginally up
in February.  All loan types remain below their respective levels
a year ago.

"These trends are consistent with other economic news --
improvements in employment and overall economic activity and
continuing gains in housing.  Additionally, foreclosure activity
continues to decline even though it remains at elevated levels
compared to the period before the financial crisis.

"Three of the five cities we cover showed decreases in their
default rates in February -- New York was down by 12 basis points,
Los Angeles by 18 and Miami by 24 basis points.  Chicago was
marginally up by one basis point and Dallas was up by seven basis
points.  Miami had the highest default rate at 3.21% and Dallas -
the lowest at 1.26% among the five cities.  All five cities remain
below default rates they posted a year ago, in February 2012."

The table below summarizes the February 2013 results for the
S&P/Experian Credit Default Indices.  These data are not
seasonally adjusted and are not subject to revision.

         S&P/Experian Consumer Credit Default Indices
         National Indices
         Index           February 2013 January 2013  February 2012
                         Index Level   Index Level   Index Level
         Composite       1.55          1.63          2.09
         First Mortgage  1.48          1.58          2.02
         Second Mortgage 0.71          0.69          1.20
         Bank Card       3.37          3.41          4.41
         Auto Loans      1.11          1.10          1.22
         Source: S&P/Experian Consumer Credit Default Indices
         Data through February 2013

The table below provides the S&P/Experian Consumer Default
Composite Indices for the five MSAs:

         Metropolitan     February 2013 January 2013 February 2012
         Statistical Area Index Level   Index Level   Index Level
         New York         1.41          1.53          2.04
         Chicago          2.08          2.07          2.71
         Dallas           1.26          1.19          1.61
         Los Angeles      1.63          1.81          1.87
         Miami            3.21          3.45          4.54
         Source: S&P/Experian Consumer Credit Default Indices
         Data through February 2013

                    About S&P Dow Jones Indices

S&P Dow Jones Indices LLC -- http://www.spdji.com-- is a
subsidiary of The McGraw-Hill Companies, Inc.  It is the world's
largest, global resource for index-based concepts, data and
research.  Home to iconic financial market indicators, such as the
S&P 500(R) and the Dow Jones Industrial Average(SM), S&P Dow Jones
Indices LLC has over 115 years of experience constructing
innovative and transparent solutions that fulfill the needs of
institutional and retail investors.  More assets are invested in
products based upon our indices than any other provider in the
world.  With over 830,000 indices covering a wide range of asset
classes across the globe, S&P Dow Jones Indices LLC defines the
way investors measure and trade the markets.

                          About Experian

Experian is a global information services company, providing data
and analytical tools to clients in more than 80 countries.  The
company helps businesses to manage credit risk, prevent fraud,
target marketing offers and automate decision making.  Experian
also helps individuals to check their credit report and credit
score and protect against identity theft.

Experian plc -- http://www.experianplc.com-- is listed on the
London Stock Exchange (EXPN) and is a constituent of the FTSE 100
index.  Total revenue for the year ended March 31, 2011 was $4.2
billion.  Experian employs approximately 15,000 people in 41
countries and has its corporate headquarters in Dublin, Ireland,
with operational headquarters in Nottingham, UK; California, US;
and Sao Paulo, Brazil.


* M&A Survey Predicts Return of Leveraged Buyouts in 2013
---------------------------------------------------------
Leading M&A practitioners are the most bullish on deal activity
since the collapse of the last buyout boom with 97% of North
American advisors forecasting an uptick from 2012.  The primary
driver of this optimism, the strongest in the six years this
survey has been conducted, is greater confidence among CEOs and in
the Board room (64%), followed by optimism of a burgeoning economy
(53%) and the ready availability of inexpensive debt (45%).

The 6th Annual Brunswick Group M&A Survey polled over 100 top
advisors from North America, Greater China, and Europe.  Results
were released ahead of the 25th Annual Tulane University Law
School Corporate Law Institute conference, an annual gathering of
the deal community that draws lawyers, bankers, Delaware judges
and other market participants.

Responding to views on the current deal landscape and trends,
advisors from these three regions uniformly see strong deal
prospects in 2013.  However, Greater China and Europe-based
advisors have somewhat more tempered views on M&A, both within
their regions and globally, than those in North America.  Two
thirds (67%) of advisors surveyed in Greater China predict an
uptick in domestic M&A while three fourths (74%) expect M&A on a
global scale to increase.  Among European-based advisors (included
in this survey for the first time), three in five (61%) predict an
increase in European M&A activity, while nine in ten (88%) see
global M&A rising.

"Cheap money, a buoyant stock market and rising CEO and Board
confidence are ideal ingredients for a significant boost in M&A
activity in 2013," said Steve Lipin, senior partner, Brunswick
Group.  "If the deal community is right, it is le bon temps rouler
for the deal business."

Ripest Sectors for Consolidation

For the first time, North American advisors see consumer goods
(31%) as the busiest sector for consolidation, ahead of long time
staple technology and telecoms (22%) and newcomer energy (15%).
After several years, healthcare has dropped out of the top three
with only (14%) of advisors seeing it as active for deal activity
(down from 21% in last year's survey of North American advisors).
Chinese advisors see manufacturing (20%) and technology (20%) as
the most popular sectors, while Europe-based respondents see
financial services (24%), energy (24%) and industry/engineering
(18%) as the ripest for consolidation in 2013.

Domestic Deals to Drive US Activity

Nearly three-fourths (71%) of North American advisors see domestic
strategic plays as dominating the deal market versus cross-border
engagement.  In terms of inbound activity, 61% of North American
advisors believe the most inbound deals will originate in Greater
China (a decline from 2012 which saw Greater China peak at 78%),
compared to 23% for Europe and 11% for Latin America, a notable
increase from 4% last year.  Three in five (61%) North American
advisors see corporate spinoffs and divestitures in North America
rising in 2013 compared to 2012 levels, while 33% see the level
staying the same and 3% see a decrease in 2013.

LBOs to Make a Return

Four in five (89%) advisors in North America believe mega deals
and private equity driven leveraged buyouts will be on the upswing
in 2013.  One in five (22%) advisors see PE firms and strategic
buyers pursuing acquisitions during bankruptcy while four in five
(78%) believe they will wait for the Chapter 11 process to come to
a conclusion before pursuing acquisitions.  European advisors
predict that distressed assets will go to a mix of private equity
(50%) and strategic buyers (39%), tracking with expectations in
the US (49% private equity, 32% strategic buyers), but differing
from China where strategic buyers are expected to lead private
equity in terms of buying distressed assets, 46% vs. 29%,
respectively.

Deals More Likely in All Cash Than Coupled with Equity

Given the ready availability of low-cost debt, for the fourth
consecutive year advisors in North America expect an increase in
the number of deals being done with all cash (69%), as opposed to
a mix of cash and stock (27%) or all stock (5%).  Consistent with
these findings, 78% advisors surveyed in Europe expect to see all
cash deals while 22% expect a mix of cash and stock transactions.
Fifty-eight percent of respondents in Greater China expect all
cash deals, while 42% predict a mix of cash and stock.

SOEs Eyeing Opportunities in US, Europe

Advisors in Greater China see State Owned Enterprises (SOEs)
expanding internationally with 69% identifying growing appetite
among these companies for outbound acquisitions in 2013.  None of
the China-based advisors see inbound pursuits driving M&A in 2013.
Three in five (59%) European advisors believe inbound deals will
drive the global M&A market, a contrast with advisors in North
America and China who see a very minor portion (18% and 0%,
respectively) of deals being driven by inbound activity in their
regions.

The survey was distributed to Brunswick's proprietary database of
leading M&A advisors and consultants in March 2013.  The results
were analyzed by Brunswick Insight, the firm's specialist opinion
research practice, focusing on understanding the views of opinion
formers around the world.

The full survey results can be found on the Brunswick Group
Web site at http://is.gd/hu9L6i

                      About Brunswick Group

Brunswick Group LLC is a private partnership with a growing team
of approximately 600 employees, including more than 90 partners
around the world.  The firm has grown organically over 25 years
and now has 21 wholly owned offices in 12 countries.  These
include Abu Dhabi, Beijing, Berlin, Brussels, Dallas, Dubai,
Frankfurt, Hong Kong, Johannesburg, London, Milan, Munich, New
York, Paris, Rome, San Francisco, Shanghai, Sao Paulo, Stockholm,
Vienna and Washington D.C.  The firm's service offer comprises
corporate and financial communications, investor relations,
internal communications and opinion research.

Brunswick was number one in M&A communications for 2012 as ranked
by Mergermarket.


* Senate Banking Committee Backs Cordray on Party-Line Vote
-----------------------------------------------------------
Carter Dougherty, writing for Bloomberg News, reported that the
U.S. Senate Banking Committee approved the nomination of Richard
Cordray to head the Consumer Financial Protection Bureau in a
party-line vote that reflected the remaining obstacle to his
confirmation effort.

The 12-10 vote saw all of the panel's Democrats back Cordray 53,
while Republicans unanimously opposed him, according to the
Bloomberg report.

Despite the committee approval, President Barack Obama's second
nomination of Cordray, the former Ohio attorney general can't be
confirmed unless Senate Republicans and Democrats can overcome a
deadlock that has prevented a full-Senate vote, Bloomberg noted.

Bloomberg pointed out that Cordray's nomination has been mired
since 2011 in a dispute over Republican demands that the agency be
restructured with a commission to run it instead of a director and
a budget subjected to congressional appropriations. Its budget is
currently drawn directly from the Federal Reserve.

Bloomberg said Obama nominated Cordray to a five-year term on Jan.
24, more than a year after installing the former Ohio attorney
general in the position using a so-called recess appointment.
The president used the procedure to bypass Republican opposition
in the Senate, where 60 of the 100 members must agree to allow a
vote to occur on the floor. More than 40 Republican senators have
pledged to block a floor vote on any nominee to run the CFPB
unless their demands are met.


* Senate Committee Approves White to Run SEC
--------------------------------------------
Dave Michaels, writing for Bloomberg News, reported that the U.S.
Senate Banking Committee approved Mary Jo White's nomination to
lead the Securities and Exchange Commission on a bipartisan vote,
clearing her way to become the first ex-prosecutor to lead the
agency.

Bloomberg related that the committee voted 21-1 to send White's
nomination to the full Senate with unanimous support from the
Republican members. Sherrod Brown, an Ohio Democrat, was the sole
dissenter.

The full Senate probably will vote this week on White's
appointment, according to a Senate aide who requested anonymity
because the schedule hasn't been set, Bloomberg said.  If
approved, she would serve the remaining 14 months of a term
vacated by Mary Schapiro, who stepped down as SEC chairman in
December. The term runs through June 5, 2014.

"Ms. White gave very clear commitments to pursue the SEC's
statutory mandates, which are to protect investors, to maintain
fair and orderly and efficient markets, and to facilitate capital
formation," Senator Mike Crapo, an Idaho Republican, told
Bloomberg.

Bloomberg noted that White's skeptics have been Democrats such as
Brown and Senator Elizabeth Warren of Massachusetts, who wanted to
know how her experience as a defense attorney for Wall Street
banks would affect her regulatory philosophy. Her clients at
Debevoise & Plimpton LLP included JPMorgan Chase & Co. (JPM),
Morgan Stanley (MS), and UBS AG. (UBSN) She was paid $2.4 million
in salary last year, according to her financial disclosure
statement, Bloomberg said.


* Senate Passes Legislation to Avoid U.S. Government Shutdown
-------------------------------------------------------------
Brian Faler, writing for Bloomberg News, reported that the U.S.
Congress is set to clear a measure to avoid a partial U.S.
government shutdown, in a rare example of bipartisan and bicameral
cooperation on federal spending.

According to the Bloomberg report, the Senate voted 73-26 to
forward to the House legislation that would keep agencies' lights
on through Sept. 30, the end of the 2013 fiscal year. Republicans
there are poised to vote on the bill and send it to President
Barack Obama for his signature. Legislation currently funding the
executive branch expires March 27, and without action by Congress
agencies would begin running out of money.

Leaders in both parties "wanted to not do a shutdown of the
government, we needed to avoid that," House Appropriations
Committee Chairman Hal Rogers, a Kentucky Republican, told
reporters, Bloomberg related.

Senate Appropriations Committee Chairwoman Barbara Mikulski, the
bill's chief sponsor, said, "This is pretty good to show that we
can work on a bipartisan basis, that we can actually govern and
that we can conduct ourselves with decorum," Bloomberg cited.

The report said almost half of the Senate's Republicans backed the
measure, along with every Democrat who voted except Montana's Jon
Tester.  The vote clears the way for a more partisan debate over
the Senate Democrats' budget for the 2014 fiscal year. House
Republicans are scheduled to vote on Budget Committee Chairman
Paul Ryan's latest tax-and-spending plan, which calls for
eliminating the deficit within a decade.

The Bloomberg report also said that after the vote on the stopgap
funding bill, the Senate immediately took up a separate measure
aimed at fixing $1.2 trillion in spending cuts that began earlier
this month.


* State Attorneys General Urge Obama to Replace Housing Regulator
-----------------------------------------------------------------
Margaret Chadbourn, writing for Reuters, reported that a group of
state attorneys general on Monday called on the Obama
administration to replace the regulator of housing-finance giants
Fannie Mae and Freddie Mac, as the White House gets closer to
naming a new director to fill the post.

The group, nine attorneys general led by Martha Coakley of
Massachusetts and Eric Schneiderman of New York, said Edward
DeMarco, who has been running the Federal Housing Finance Agency
in an acting capacity since 2009, has not provided enough aid for
troubled homeowners, the Reuters report related.

Reuters, citing a letter to President Barack Obama and the
Democratic and Republican leaders of the Senate, the attorneys
general criticized DeMarco's decision to block Fannie Mae and
Freddie Mac from reducing loan principal for borrowers who owe
more than what their homes are worth, saying it was an impediment
to the U.S. economic recovery.

"Under the leadership of Acting FHFA Director Edward DeMarco,
Fannie Mae and Freddie Mac remain an obstacle to progress by
refusing to adopt policies that will help maximize relief for
struggling homeowners," Schneiderman said in a statement released
along with the letter, Reuters quoted.  "The time has come for the
president and Congress to work together to install a new,
permanent leader at FHFA."

Reuters said the White House is expected to name a replacement for
DeMarco within weeks, according to sources familiar with the
matter.  The Wall Street Journal reported on Friday that
Representative Mel Watt, a North Carolina Democrat, was at the top
of the list of potential replacements but that a final decision
had not been made.

Fannie Mae and Freddie Mac, two congressionally chartered
companies charged with providing liquidity to the U.S. housing
market, were seized by the government in September 2008 as losses
on risky loans mounted, Reuters recalled.  Their bailout has cost
taxpayers $131 billion.


* Supreme Court Rejects Goldman Sachs Appeal in MBS Case
--------------------------------------------------------
Brent Kendall, writing for Dow Jones Newswires, reported that the
U.S. Supreme Court on Monday refused to consider an appeal by
subsidiaries of Goldman Sachs Group Inc. that sought to derail a
class-action lawsuit alleging the company provided false and
misleading information about mortgage-backed securities it
underwrote and issued.

According to the report, institutional investor NECA-IBEW Health &
Welfare Fund alleged Goldman Sachs' investment materials for 17
offerings of mortgage-backed certificates provided a variety of
misleading information, including on the practices of mortgage
lenders and the appraisals of the properties backing the
securities.  Goldman Sachs argued that NECA didn't have the right
to bring legal claims on all 17 offerings because it made an
investment in only two of them.

Dow Jones Newswires recalled that last year, the New York-based
Second U.S. Circuit Court of Appeals ruled that NECA had legal
standing to bring a class action against Goldman Sachs on several
of the other 15 offerings even though it didn't invest in them.
The appeals court noted that several of the Goldman Sachs'
offerings had attributes common to the ones NECA purchased.

The Supreme Court, in a short written order, let that ruling stand
and rejected Goldman Sachs' appeal without comment, according to
Dow Jones Newswires.


* U.S. Files Criminal Charges Against Former CalPERS CEO
--------------------------------------------------------
Michael Corkery and John R. Emshwiller, writing for The Wall
Street Journal, reported that federal prosecutors in California
filed criminal charges against a former chief executive of Calpers
in connection with an alleged scheme to defraud money managers
such as Apollo Global Management.

The WSJ report said the U.S. Attorney's Office in San Francisco
indicted Federico Buenrostro, who ran the California Public
Employees' Retirement System, the nation's largest public-pension
fund, as recently as 2008, and Alfred J.R. Villalobos, a friend
who ran a firm that introduced money managers like Apollo to
pension funds, according to a statement from prosecutors.

Federal prosecutors allege Buenrostro and Villalobos "conspired to
create and transmit fraudulent documents in connection with a $3
billion investment" by Calpers into funds managed by Apollo, WSJ
related.


* U.S. Senate Banking Panel to Vote on Cordray as Deadlock Looms
----------------------------------------------------------------
Carter Dougherty, writing for Bloomberg News, reported that the
U.S. Senate Banking Committee approved the nomination of Richard
Cordray to head the Consumer Financial Protection Bureau in a
party-line vote that reflected the remaining obstacle to his
confirmation effort.

The 12-10 vote saw all of the panel's Democrats back Cordray 53,
while Republicans unanimously opposed him, the Bloomberg report
said.

Despite the committee approval, President Barack Obama's second
nomination of Cordray, the former Ohio attorney general can't be
confirmed unless Senate Republicans and Democrats can overcome a
deadlock that has prevented a full-Senate vote, Bloomberg noted.

Bloomberg pointed out that Cordray's nomination has been mired
since 2011 in a dispute over Republican demands that the agency be
restructured with a commission to run it instead of a director and
a budget subjected to congressional appropriations. Its budget is
currently drawn directly from the Federal Reserve.  Democrats
insist that Congress debated the agency's current structure in
passing the Dodd-Frank law in 2010, and that Cordray deserves
confirmation after having done the job well for more than a year.

Obama nominated Cordray to a five-year term on Jan. 24, more than
a year after installing the former Ohio attorney general in the
position using a so-called recess appointment, Bloomberg said.
The president, the news agency noted, used the procedure to bypass
Republican opposition in the Senate, where 60 of the 100 members
must agree to allow a vote to occur on the floor.  More than 40
Republican senators have pledged to block a floor vote on any
nominee to run the CFPB unless their demands are met.


* Dilworth Paxson Opens In NY With New Bankruptcy Partner
---------------------------------------------------------
Dilworth Paxson LLP announced on March 19 the opening of its New
York City office, adding a seventh location to its regional
presence. The firm also welcomes Gregory Blue who will serve as
resident partner in charge of the office. Blue's practice is
primarily devoted to business litigation and representation of
creditors, shareholders, and official committees in complex
bankruptcy cases.

"The firm's commitment to client service and its people are what
drew me to Dilworth Paxson," Blue noted. "It is an exceptional law
firm and will provide a solid platform for my expanding practice."

"Greg Blue is a wonderfully talented addition to our firm. Our New
York office will enable us to better serve our clients, many of
whom have significant and growing business and operations there.
The level of our practice in New York has grown considerably over
the past few years, and we determined it was the right time to
formally open an office in New York City," said Dilworth Chairman
Joseph H. Jacovini.

Gregory Blue may be reached at:

         Gregory Blue, Esq.
         DILWORTH PAXSON LLP
         99 Park Avenue
         Suite 320
         New York, NY 10016
         Tel: (917) 675-4252
         Fax: (212) 208-6874
         E-mail: gblue@dilworthlaw.com


* Patrick Pilch Joins BDO Consulting as Managing Director
---------------------------------------------------------
BDO USA, LLP, one of the nation's leading professional services
organizations, announced the expansion of the firm's Healthcare
Industry consulting capabilities with the addition of Patrick D.
Pilch as a Managing Director in BDO Consulting.  In this role,
Mr. Pilch will lead a range of strategic business advisory and
restructuring services designed to assist organizations in
repositioning for success through the stabilization and
improvement of their operational and financial positions.  These
services include business strategy, business transformation,
performance improvement, turnaround, interim management, and M&A
advisory.

"As a firm, we are focused on adding a depth and breadth of
resources to enhance the strength of our industry offerings in
several areas, and view the healthcare sector as a primary market
for future growth.  Patrick's extensive c-suite and senior level
experience augments our ability to deliver value to clients with
the addition of senior talent well-versed in corporate advisory in
the healthcare industry," said BDO Chief Executive Officer, Wayne
Berson.

"Patrick has an impressive career as a strategic advisor to
hospitals, boards, foundations, and healthcare systems in complex
matters, guiding some of the nation's leading healthcare systems
through challenging financial and operational matters," said
Carl W. Pergola, Executive Director of BDO Consulting.  "Patrick's
commitment to client service on sensitive issues relating to the
intersection between public and private sector healthcare make him
a tremendous asset to the practice in providing exceptional
service to our clients."

"I am very pleased to be joining the well-respected and high-
caliber professionals at BDO Consulting.  The firm's range of
service offerings and breadth of resources will enable me to best
serve the diverse needs of our clients," said Mr. Pilch.  "The
Healthcare Industry is in the midst of significant change and
challenges across all sectors.  BDO's long-standing reputation as
a firm with a culture that is rooted in senior-led, hands-on
client service is central to our approach in providing healthcare
advisory services."

Mr. Pilch has more than 25 years of healthcare, financial
services, operational management, and restructuring experience.
He conducts operational and financial assessments, develops future
state operating models and roadmaps and implements alignment
strategies to improve the quality of care through the expansion of
appropriate access to care and reduction of associated costs.  He
has advised numerous healthcare and educational organizations and
systems on matters involving M&A, divestitures, real estate
holdings, and other assets and restructurings.

Prior to joining BDO, Mr. Pilch held senior leadership roles in
Healthcare Advisory at PricewaterhouseCoopers LLP and Alvarez &
Marsal.  He served as an interim CFO and COO at a hospital through
its emergence from bankruptcy, and was Vice President of Managed
Care and New Business Development at North Shore-LIJ Health
System.  Mr. Pilch also served in financial advisory positions
while at Greenwich Capital Markets Inc., Salomon Brothers, Inc.,
and Peat Marwick.  He holds a B.S. in Accounting from Fairfield
University and received his MBA from the Columbia School of
Business.  Mr. Pilch is a member of the American Institute of
Certified Public Accountants.

                       About BDO Consulting

BDO Consulting -- http://www.bdoconsulting.com-- is a division of
BDO USA, LLP.  It provides business restructuring, industry-
specific consulting, interim management, IT consulting,
litigation, investigation, insurance claims, valuation, and risk
advisory services to clients in the United States and
internationally.

                        About BDO USA, LLP

BDO is the brand name for BDO USA, LLP, a U.S. professional
services firm providing assurance, tax, financial advisory and
consulting services to a wide range of publicly traded and
privately held companies.  The firm serves clients through more
than 40 offices and more than 400 independent alliance firm
locations nationwide. As an independent Member Firm of BDO
International Limited, BDO serves multinational clients through a
global network of 1,204 offices in 138 countries.

BDO USA, LLP -- http://www.bdo.com-- is a Delaware limited
liability partnership, is the U.S. member of BDO International
Limited, a UK company limited by guarantee, and forms part of the
international BDO network of independent member firms.  BDO is the
brand name for the BDO network and for each of the BDO Member
Firms.


* UpShot Services Offers Electronic Noticing Claims Management
--------------------------------------------------------------
UpShot Services LLC on March 18 disclosed that despite the U.S.
Bankruptcy Court's recent shift towards electronic claims filing,
claims agents have been slow to introduce new technology to help
clients and debtors make the leap to electronic claims filing.
However, a new entrant to the industry, UpShot Services, is
stepping up to meet new electronic filing protocols with the first
web-based platform that can handle all claims & noticing
management completely electronically.

"The corporate restructuring industry is primed for a paradigm
shift towards electronic offerings and web-based solutions," said
Travis Vandell, UpShot's CEO and co-founder.  "UpShot is ready to
lead that change with progressive electronic claims filing
capabilities and technology tools bringing a new standard of
efficiency to the Chapter 11 process."

Already with four cases under its belt, UpShot can administer an
entire case without printing a single piece of paper, with the
willingness of the Bankruptcy Court and counsel.  It also is the
first claims agent to utilize secure, electronic signatures on
bankruptcy-related documents backed by a web of safety measures,
granting immediate legal effect and eliminating potential time
disputes.

The absence of recent technology upgrades within their industry
led veteran claims and noticing professionals Travis Vandell and
Robert Klamser to create a more efficient model of claims and
noticing.  They estimate that UpShot's technology driven processes
can save as much as 10% in corporate bankruptcy administration
costs for debtors and the estate.  And, they offer something
"free" to clients -- "freemium" creditor committee micro web sites
to help maintain communication with unsecured creditors.

"While technology is at the core of our efficient platform, client
service remains a hallmark for UpShot," Mr. Klamser adds.  "The
Chapter 11 community is very close-knit and we view the
satisfaction of our clients as integral to our business, as well
as to our core values."

                    About UpShot Services LLC

Headquartered in Denver, Colo., UpShot Services, LLC is a boutique
claims & noticing firm founded by industry veterans that serves
the administrative needs of companies in corporate bankruptcy with
a new standard of efficiency.  UpShot helps debtors and their
professionals navigate the intricacies of claims and noticing
without the burden of high administrative costs.  Its easy-to-use,
scalable technology and industry expertise enable corporate
debtors and their professionals to do more with less, with 24/7
support from experienced experts at every stage of the
restructuring process.


* Williams James Appointed as Superintendent of Bankruptcy
----------------------------------------------------------
The Honourable Christian Paradis, Minister of Industry and
Minister responsible for the Office of the Superintendent of
Bankruptcy Canada, on March 19 announced the appointment of
William James as Superintendent of Bankruptcy.

"The Office of the Superintendent of Bankruptcy is key to
protecting the integrity of our bankruptcy and insolvency system,"
said Minister Paradis.  "I am pleased that Mr. James will be
leading the organization, ensuring that bankruptcies and
insolvencies are administered in a fair and orderly manner for the
benefit of investors, lenders, consumers and all Canadians."

Mr. James has worked in various capacities for the federal
government, including Industry Canada, Human Resources and Social
Development Canada and Environment Canada.  In 2008, he joined
Industry Canada as Director General of Service Industries and
Consumer Products and served as Director General of Human
Resources.  Prior to this, he was Director General of Employment
Insurance Policy, Senior Director of Labour Market Policy and
Director of Federal-Provincial Relations at Human Resources and
Social Development Canada.

Mr. James holds a Bachelor of Science from Queen's University and
a Master of Business Administration from the University of
Alberta.

The primary focus of the Office of the Superintendent of
Bankruptcy is the effective delivery of its statutory mandate of
supervising the administration of all estates and matters to which
the Bankruptcy and Insolvency Act applies.


* BOOK REVIEW: Creating Value through Corporate Restructuring:
               Case Studies in Bankruptcies, Buyouts, and
               Breakups
--------------------------------------------------------------
Author:  Stuart C. Gilson
Publisher:  Wiley
Hardcover:  516 pages
List Price:  $79.95
Review by David M. Henderson
Buy a copy for yourself and one for a colleague on-line at:
http://as.wiley.com/WileyCDA/WileyTitle/productCd-0470503521.html

Most business books fall into two categories.  The first is very
important. It is like that stuff you have to drink before you
have a colonoscopy.  You keep telling yourself, this is very
good for me, while you would rather be at the beach reading
Liar's Poker or Barbarians at the Gate.

Stuart Gilson, of the Harvard Business School, has managed to
write a book important to everybody in the distressed market
that is also quite enjoyable.  His prose is fluid and succinct
and a pleasure to read.  But don't take my word for it.  The
dust jacket endorsements come from Jay Alix, Martin Fridson,
Harvey Miller, Arthur Newman, and Sanford Sigoloff.  At a
collective gazillion dollars a billing hour, that's a lot of
endorsement.

Be advised that this is designed as a text book.  The case study
format might be off-putting to some.  The effect can be jarring
as you read the narrative history of the case and suddenly
confront the financial statements without any further clue as to
what to do, but this must be what it is like for the turnaround
manager.  Even after reading several of the cases, when I got to
the financials I had that sinking feeling of, what do I do now?
If you read carefully, clues to the solutions are in the
introductions.

The book is divided into three "modules", bizspeek for sections:
Restructuring Creditors' Claims,. Restructuring Shareholders'
Claims, and Restructuring Employees' Claims. The text covers 13
corporate restructurings focusing on debt workouts, vulture
investing, equity spinoffs, tracking stock, assete divestitures,
employee layoffs, corporate downsizing, M & A, HLTs, wage give-
backs, employee stock buyouts, and the restructuring of employee
benefit plans.  That's a pretty comprehensive survey, wouldn't
you say?

Dr. Gilson's chapter on "Investing in Distressed Situations" is
an excellent summary of the distressed market and a good
touchstone even for seasoned vultures.

Even in the two appendices on technical analysis, this book is
marvelously free of those charts and graphs that purport to show
some general ROI of distressed investing.  Those are cute,
aren't they?  As Judy Mencher has famously said, "You can buy
the paper at 50 thinking it's going to 70, but it can just as
easily go to 30 if you are not willing to act on it."  Therein
lies the rub and the weakness, if inevitable, of this or any
book on corporate restructurings.  As Dr. Gilson notes, no two
are alike, and the outcome is highly subjective, in our out of
Court, but especially in Chapter 11. Is the Judge enthralled by
Jack Butler as Debtor's Counsel or intimidated by Harvey Miller
as Debtor's Counsel?  Are you holding "secured" paper only to
discover that when it was issued the bond counsel forgot to
notify the Indenture Trustee of the most Senior debt?    Is
somebody holding Junior paper that you think is out of the money
only to have Hugh Ray read the fine print and discover that the
"Junior" paper is secured?  This is the stuff of corporate
reorganizations that is virtually impossible to codify into a
textbook.

That said, this is an especially valuable text for anybody
working in the distressed market.  As a Duke grad, I tend to be
disdainful of all things Harvard, but having read Dr. Gilson's
book, I am enticed to encamp by the dirty waters of the Charles
long enough to take his course, appropriately entitled,
"Creating Value Through Corporate Restructuring."


                            *********

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
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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