TCR_Public/130326.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 26, 2013, Vol. 17, No. 84

                            Headlines

205 AZ: U.S. Trustee Unable to Appoint Creditors Committee
501 GRANT: Deadline for Proofs of Debt Set for April 19
ALABAMA AIRCRAFT: Court Narrows Claims in Suit Against Boeing
ALETHEIA RESEARCH: Tiger Group to Auction Assets on April 2
AMERICAN AIRLINES: Patent Claim Not Removed From Bankr. Court

AMPAL-AMERICAN: Contempt Claims Dropped After Deal on CRO
AMSTED INDUSTRIES: Strong Demand Prompts Moody's to Up CFR to Ba2
APEX TOOL: S&P Assigns 'B' Corporate Credit Rating; Outlook Stable
APRIA HEALTHCARE: Moody's Assigns 'B1' Rating to New $750MM Loan
ARCAPITA BANK: Wants Solicitation Period Extended Until July 7

ATRIUM COS: S&P Keeps CCC+ Corp. Credit Rating on CreditWatch Neg
BOWLES SUB: Lender Opposes Bid for Cash Use Until April 30
CAMBIUM LEARNING: High Leverage Cues Moody's to Cut CFR to Caa1
CARY CREEK: Bankruptcy Administrator Fails to Name Committee
CENGAGE LEARNING: Taps Remaining Credit Line; Hires Advisors

CENTENE CORP: S&P Revises Outlook to Stable & Affirms 'BB' Rating
CENTENNIAL BEVERAGE: VDI Income Fund I Joins Creditors' Committee
CENTRAL EUROPEAN: Receives NASDAQ Staff Determination Letter
CLUB AT SHENANDOAH: Asks Court to Extend Plan Filing Until July 31
CLUB AT SHENANDOAH: Hearing on Cash Collateral Use Today

COMMUNITY MEMORIAL: Plan Confirmation Hearing Adjourned Sine Die
CROWN MEDIA: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
CYPRESS OF TAMPA: Plan Confirmation Hearing Set for April 4
EASTMAN KODAK: Closes $848-Mil. Financing Agreement with Lenders
EASTMAN KODAK: Shutterfly Sues for Non-Compete Deal Violations

EASTMAN KODAK: EKRA Asks Court to Appoint Retirees Committee
ELCOM HOTEL: US Trustee Will Not Appoint Committee of Creditors
EMMONS-SHEEPSHEAD: Disclosure Statement Hearing Set for April 11
EUROFRESH INC: Arizona Correctional Dropped From Creditors' Panel
EUROFRESH INC: Deadline for Proofs of Debt Set for April 25

FALCON GAS: Tide Says Plan Evidences Actual Conflict of Interest
FLETCHER GRANITE: Continues to Hire Yoshida as Tax Preparer
GATEHOUSE MEDIA: S&P Lowers CCR to 'CCC-'; Outlook Negative
GREAT PLAINS: S&P Lowers Longterm Rating to 'BB+'; Outlook Stable
GREEKTOWN SUPERHOLDINGS: Moody's Withdraws B3 Corp. Family Rating

H.J. HEINZ: Fitch Ratings Unaffected by Bershire Buyout
H.J. HEINZ: S&P Assigns BB Rating to Sr. Secured Credit Facilities
HAWK ACQUISITION: Moody's Revises Rating on $3.1BB Notes to 'B1'
HOWREY LLP: Partners' Settlement Sought to Avoid Litigation
INTRALINKS INC: Poor Performance Cues Moody's to Lower CFR to B2

KEMET CORP: Continuing Losses Prompt Moody's to Lower CFR to Caa1
LARRY G. McCLENDON: Springfield Judgment Not Dischargeable
LEE BRICK & TILE: Plan Disclosures Hearing Continued to April 11
LIGHTHOUSE IMPORTS: Beaver to Close Purchase in Early April
LSP ENERGY: Creditors Unanimously Accept Chapter 11 Plan

LYON WORKSPACE: Stalking Horse Bids Due Today
LYON WORKSPACE: Committee Hiring Sugar Felsenthal, Protiviti
MADISON HOTEL: Hearing on Lender's Plan Set for April 9
MF GLOBAL: MFG Assurance Asks Court to Amend D&O Costs Order
MOSS FAMILY: Court Okays Employment of Beachwalk Realty as Broker

MOSS FAMILY: Wants to Hire David Ambers as Special Counsel
MTS LAND: US Trustee, Secured Creditor Object to Plan Disclosures
NATIONSTAR MORTGAGE: S&P Affirms 'B+' ICR After $200MM Add-On
NAVISTAR INC: S&P Rates $700 Million Secured Loan Due 2017 'BB-'
NEENAH ENTERPRISES: S&P Assigns Prelim. 'B' CCR; Outlook Stable

O&G LEASING: Sterne Agee Objects to Plan Confirmation
OCALA FUNDING: Taylor Trustee Moves to Implement Pact w/ Banks
OCALA SHOPPES: Court Approves Hiring of Jennis & Bowen as Counsel
OCALA SHOPPES: Can Hire Holliday Fenoglio as Real Estate Broker
OFFICEMAX INC: S&P Withdraws 'B-' Corporate Credit Rating

OPPENHEIMER HOLDINGS: S&P Cuts ICR to B on Weak Operating Results
ORMET CORP: Aluminum Producer Schedules Auction for May 13
OTELCO INC: Files for Chapter 11 with Prepack Plan
OZ GAS: Plan Disclosures Denied, Directed to Mediate with RBS
PACE UNIVERSITY: Moody's Affirms Ba1 Rating on Revenue Bonds

PACIFIC THOMAS: Ch. 11 Trustee Can Hire Buchalter Nemer as Counsel
PATRIOT COAL: Expands EY LLP Services to Include 2013 Financials
PATRIOT COAL: U.S. Trustee Says 7 CERP Participants are "Insiders"
PATRIOT COAL: 7 Members Appointed to Non-Represented Retiree Panel
PATRIOT COAL: UMMA/UMMA Funds Object to Proposed AIP/CERP Plans

PEAK RESORTS: Wants Plan Filing Extended to July 27; FDIC Objects
PENSON WORLDWIDE: Ct. To Decide on Plan Outline Approval Bid Today
PHIL'S CAKE: Plan Disclosures Hearing Set for April 4
PITT PEN: Secured Lender Objects to Debtor-Proposed Plan
PLAZA VILLAGE: Files for Chapter 11 in San Diego

POINT CENTER: Hearing on Cash Collateral Use Set for May 22
POWERWAVE TECHNOLOGIES: Plants Face Money Crunch, Layoffs
PROMISS HOLDINGS: Meeting to Form Creditors' Panel on March 28
READER'S DIGEST: RDA Wins Final Approval of $105MM DIP Financing
READER'S DIGEST: Secured Noteholders to Get All Equity Under Plan

REID PARK: Files Non-Material Modification to Fifth Amended Plan
RESPONSE BIOMEDICAL: Incurs C$5.3 Million Net Loss in 2012
REVSTONE INDUSTRIES: Court OKs Committee Hiring of Womble Carlyle
REVSTONE INDUSTRIES: Committee Can Hire FTI as Financial Advisors
REVSTONE INDUSTRIES: Has Rust Omni as Claims Agent & Administrator

SAKS INCORPORATED: Fitch Affirms 'BB' Issuer Default Rating
SAN BERNARDINO, CA: Retirees Ask Court to Protect Benefits
SANUWAVE HEALTH: Gets Full OK to Conduct dermaPACE Clinical Trial
SBMC HEALTHCARE: Taps Briggs to Prepare 2012 Annual Tax Returns
SEALY CORP: Completely Acquired by Tempur-Pedic

SEQUENOM INC: Delays Annual Report for 2012
SHAMROCK-HOSTMARK: April 23 Hearing on Cash Collateral Access
SINCLAIR BROADCAST: Updates Pro Forma Financial Statements
SIONIX CORP: Delays Form 10-Q for Dec. 31 Quarter
SMF ENERGY: Liquidating Trust Agreement for Plan Filed

SMF ENERGY: Liquidator Taps Bast Amron as Litigation Counsel
SOUTHERN OAKS: Scrivener's Errors in Notice of Assets Sale
SPIRIT REALTY: Board Declares $0.3125 Per Share Q1 Dividend
SRKO FAMILY: Resolves Bank Objection to NRC Hiring
STOCKTON, CA: Pension Funds Wary as City Goes to Trial

STOCKTON, CA: Creditors Face Long Odds to End City Bankruptcy
STRATUM HOLDINGS: Incurs $771K Net Loss in 2012
SUPERMEDIA INC: Net Profit Down to $45-Mil. in Q4 of 2012
SUPERMEDIA INC: Lenders and Stockholders OK Merger with Dex One
SWEPORTS LIMITED: Deadline to File Proofs of Claim on April 1

T SORRENTO: Wants to Hire Henry S. Miller as Real Estate Broker
TAYLOR BEAN: Trustee Moves to Implement Pact with Banks
TECHNOLOGY PROPERTIES: Seeks Ch. 11 With Up to $100M in Debts
TERRA INVENTIONS: Incurs $208,500 Net Loss in Jan. 31 Quarter
THERAPEUTICSMD INC: Selling 29.4MM Common Shares at $1.7 Apiece

TITAN PHARMACEUTICALS: Incurs $15.2 Million Net Loss in 2012
TRANS ENERGY: Clarence Smith Discloses 7.6% Equity Stake
TRANS-LUX CORP: Amends 27.1 Million Shares Resale Prospectus
TRANSGENOMIC INC: Incurs $8.3 Million Net Loss in 2012
TRIBUNE CO: Jenner & Block Fee Request Too Vague, US Trustee Says

TRINITY COAL: Court Moves Schedules Filing Deadline to April 15
TRINITY COAL: Has Court's Interim Nod to Pay Critical Vendors
UNIGENE LABORATORIES: Incurs $34.3 Million Net Loss in 2012
UNITED GILSONITE: Has OK to Hire Cooley Manion as Defense Counsel
USEC INC: Incurs $1.2 Billion Net Loss in 2012

UTEX INDUSTRIES: Moody's Assigns 'B3' CFR, Rates $350MM Debt 'B2'
UTEX INDUSTRIES: S&P Assigns 'B' Corp. Credit Rating
UTSTARCOM INC: Incurs $6.4 Million Net Loss in 2012
VILLAGE SQUARE: Hearing Today on Dismissal of Involuntary Case
VUANCE LTD: Rebrands as SuperCom, Broadens Into National E-ID

WAGSTAFF MINNESOTA: Wins Confirmation of Chapter 11 Plan
WALTER ENERGY: Moody's Assigns B3 Rating to New US$350MM Notes
WALTER ENERGY: S&P Rates $350 Million Senior Unsecured Notes 'B'
WECHSLER & CO: Plan Confirmation Hearing Set for May 2
WESTERN POZZOLAN: Meeting of Creditors Scheduled for April 5

WESTINGHOUSE SOLAR: Jon Witkin Resigns as Director
WIZARD WORLD: Bristol Investment Holds 22% Stake at Jan. 31
WJO INC: Has Access to Cash Collateral Until March 31
WM SIX FORKS: Liquidating Plan Confirmed
WPCS INTERNATIONAL: Incurs $1.2 Million Net Loss in 3rd Quarter

WYLDFIRE ENERGY: Plan Exclusivity Expires March 31
WYLDFIRE ENERGY: Hearing Today on Bid for Chapter 11 Trustee

* Bonus Before Bankruptcy Isn't Estate Property

* Citigroup Banker Says It Is Too Early to Toast a Revival in M&A
* Equifax Reports Student Loan "Severe Derogatory" Balances
* Lenders Are Warned on Risk of Loans to Struggling Companies

* House Panel Head Delays Vote on Asbestos Trust Reform
* Senate Republicans Push to Slow Financial Rule-Writing
* Pinnacle Clients Paid for Defective Petitions, Suit Claims

* Daniel L. Geyser Joins McKool Smith's Dallas Office as Principal
* Wilk Auslander Bags Latin Lawyer's Deal of the Year

* Large Companies With Insolvent Balance Sheets

                            *********

205 AZ: U.S. Trustee Unable to Appoint Creditors Committee
----------------------------------------------------------
The United States Trustee advised the Bankruptcy Court in a
February notice that a committee under 11 U.S.C. Sec. 1102 has not
been appointed for 205 AZ because an insufficient number of
persons holding unsecured claims against the company have
expressed interest in serving on a committee.  The UST reserves
the right to appoint such a committee should interest develop
among the creditors.


501 GRANT: Deadline for Proofs of Debt Set for April 19
-------------------------------------------------------
Creditors of 501 Grant Street Partners must file their proofs of
claim by April 19, 2013, at 9:00 a.m.

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

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

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

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

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


ALABAMA AIRCRAFT: Court Narrows Claims in Suit Against Boeing
-------------------------------------------------------------
District Judge R. David Proctor granted, in part, and denied, in
part, Boeing Company's Motion to Dismiss the Second Amended
Complaint in, ALABAMA AIRCRAFT INDUSTRIES, INC., et al.,
Plaintiffs, v. THE BOEING COMPANY, INC., et al., Defendants, No.
2:11-CV-3577-RDP (N.D. Ala.).  A copy of the Court's March 20,
2013 Memorandum Opinion is available at http://is.gd/lzKsACfrom
Leagle.com.

Alabama Aircraft sued Boeing for, among others, breach of the
parties' agreements, misappropriation of proprietary and trade
secret information, and non-payment related to maintenance work
for U.S. Air Force aircraft.  Under a 2005 Memorandum of
Agreement, Pemco (as Alabama Aircraft was known at that time) and
Boeing agreed to be the prime contractor and Pemco the principal
subcontractor.

Alabama Aircraft alleges that after Boeing received a work
contract in March 2008, Boeing deliberately and systematically
caused multiple instances of so-called Customer Furnished
Materials Type 2 deliveries to be delayed to Alabama Aircraft
which resulted in it losing early completion bonuses.  It also
alleges it was not paid for "over and above" work by Boeing.

                      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.


ALETHEIA RESEARCH: Tiger Group to Auction Assets on April 2
-----------------------------------------------------------
Tiger Group's Remarketing Services division will be auctioning
assets from the offices of investment managers Aletheia Research &
Management, Inc., which filed for Chapter 11 protection last
November in the U.S. Bankruptcy Court, Central District of
California (Los Angeles).  The online sale features one-of-a-kind,
custom furnishings and artwork, as well as state-of-the-art
computers, network and teleconference systems from a $5 million
expansion of the firm's Santa Monica offices that was completed in
2010.

Bidding is now underway at http://www.SoldTiger.comand will close
in rapid succession, live auction style, on April 2 at 10:30 a.m.
PT.  All of the assets have been relocated for the sale to 13565
Larwin Circle in Santa Fe Springs, Calif., where a preview will be
held from 9:00 a.m. to 4:00 p.m. on April 1.

"This auction of Aletheia's high-end furniture and equipment
represents an extraordinary opportunity for companies, designers,
decorators and private individuals," said Jeff Tanenbaum,
president of Tiger Remarketing.

Featured assets being auctioned include more than 100 Mac
products, including Mac Pro, Mini and iMac computers and large
format displays; custom-made executive office and conference room
furniture, and data center workstations; high-definition
televisions, home theatre systems and other electronics;
telephone, networking and video conferencing equipment; and more
than 20 pieces from Aletheia's privately acquired collection of
contemporary and traditional art.

For complete details and digital images of specific inventory
items, visit http://www.SoldTiger.com

                         About Tiger Group

Tiger Group -- http://www.TigerGroup.com-- provides asset
valuation, advisory and disposition services to a broad range of
retail, wholesale, and industrial clients.  Tiger operates offices
in Los Angeles, Boston and New York.

                      About Aletheia Research

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

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

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


AMERICAN AIRLINES: Patent Claim Not Removed From Bankr. Court
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court ruled in a landmark opinion
almost two years ago that the competencies of bankruptcy courts to
make final rulings are largely confined to issues involving
bankruptcy law.  Since then, corporate reorganizations have been
rife with efforts by creditors to have controversies removed from
the clutches of bankruptcy judges and shipped to federal district
courts.

According to the report, AMR Corp., the parent of American
Airlines Inc., came out on top last week after a Manhattan
district judge ruled that a creditor with a claim of patent
infringement isn't automatically entitled to have the dispute
removed from bankruptcy court.

The report recounts that Aeritas LLC sued five airlines in 2011
for patent violations.  It hadn't gotten around to bringing AMR
into the suit before the airline filed for Chapter 11
reorganization in November 2011.  Aeritas filed an unsecured claim
for damages resulting from the alleged patent violation against
AMR for $7 million relating to the period before bankruptcy and
for $17 million after.

According to the report, in a 10-page opinion, U.S. District Judge
Paul A. Engelmayer ruled that Aeritas isn't entitled to extricate
the claim from bankruptcy court immediately just because it
pertains to patent law, outside a bankruptcy court's normal
competence.  The proper procedure, Judge Engelmayer said, was for
Aeritas to file papers in bankruptcy court seeking permission to
pull AMR into a lawsuit pending against the other airlines in U.S.
District Court in Delaware.  He said it's not proper to shortcut
the automatic stay modification process by contending that a
dispute over a claim should be taken away from the bankruptcy
judge by a process known as withdrawal-of-the-reference.  If AMR
later tries to knock out the claim, Judge Engelmayer said, Aeritas
could lodge another request to take the dispute away from the
bankruptcy court because it involves questions of federal patent
law.

The Engelmayer opinion can be found in Aeritas LLC v. AMR Corp.
(In re AMR Corp.), 12-cv-08180, U.S. District Court, Southern
District of New York (Manhattan).

                      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).


AMPAL-AMERICAN: Contempt Claims Dropped After Deal on CRO
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ampal-American Israel Corp. and its official
creditors' committee ended disputes wherein each accuses the other
of violating court orders.

According to the report, the parties agreed on the appointment of
a chief restructuring officer to run the company and help
formulate a reorganization plan that's acceptable to all.  Ampal
invests in businesses in Israel or that are Israel related.

The committee filed papers in February asking a bankruptcy judge
in New York to hold the company's directors in contempt for
failing to pay lawyers' fees approved by the court.  The company
responded by seeking to have the committee held in contempt.

The report relates that under an agreement filed in court last
week, most of the directors will resign, naming two replacements
before they go.  The reconstituted board is to name Shlomi Kelsi
as chief restructuring officer.  The contempt charges on both
sides will be dropped.  Ampal will pay $250,000 toward fees of the
committee's lawyers and $250,000 for the company's own counsel.

In February, the bankruptcy court approved disclosure materials
explaining the reorganization plan promulgated by the committee.
The plan pays unsecured creditors with new dividend-paying
preferred stock with an aggregate stated value equal to all
unsecured claims.  Shareholders are to retain existing common
stock.  Creditors would have the option of requiring the company
to purchase the preferred stock at varying discounts to face
value.  The company would have the right to buy the preferred
stock at the same prices.

The bankruptcy court hasn't scheduled a confirmation hearing for
approval of the plan because Israeli securities regulators also
must approve the solicitation.

                        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.


AMSTED INDUSTRIES: Strong Demand Prompts Moody's to Up CFR to Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Amsted
Industries Incorporated, corporate family rating to Ba2 from Ba3.
The rating outlook is Stable.

Ratings Rationale:

Amsted's ratings were raised reflecting Moody's expectations for
continued strong operating profitability on a stable revenue base,
resulting from strong overall demand for its products in all
segments, railroad-related business in particular. This will allow
the company to operate with only modest amounts of debt, while
generating levels of free cash flow to cover Employee Stock
Ownership Plan redemption payments, which are likely to remain
elevated over the next few years. As such, Moody's believes that
Amsted will be able to maintain credit metrics at levels that
could support the Ba2 rating in the near term.

The Ba2 corporate family rating reflects debt levels that are
modest and manageable, which is important considering the cyclical
nature of the company's business, and the uncertainty surrounding
ESOP obligations. Currently, demand for rail cars, which drives
approximately 50% of the company's sales, is strong, while demand
for vehicular products (primarily Class 8 truck components,
comprising about 30% of sales) is expected to be flat over the
near term. Moody's estimates that ensuing operating results will
likely produce credit metrics that are considerably better than
those of Ba2-rated peers. However, because of the cyclical nature
of the transportation equipment market, Amsted's revenue base and
operating profits are vulnerable to shifts in demand. With over
$840 million of total debt (including Moody's standard
adjustments), representing only 25% of the company's revenue,
Moody's believes that Amsted maintains financial flexibility to
withstand the volatility that is inherent in the railcar and truck
OEM sectors. Moreover, Amsted's construction and industrial
products segment provides important diversity to the company's
revenue stream. The ratings are also supported by the lead market
positions held across most of Amsted's product segments.

Amsted operates under an Employee Stock Ownership Plan, and calls
on cash from the company's obligation to purchase ESOP shares
represent a constraint on its ratings. Cash outlays for stock
purchases increased materially in 2012, for example, as higher
business levels improved financial performance and overall
enterprise value. Although revenue growth is estimated to moderate
over the next few years, ESOP redemption requirements are still
expected to be elevated over this period. However, Moody's
believes that the company should be able to meet these
disbursements with free cash flow generated by the businesses in
the near term. Also, while ESOP repurchases could require
incremental borrowing in the future, the company's ESOP provisions
puts limitations on annual redemptions, mitigating the risk of
financial metric erosion from any incremental borrowing needs.

The Ba3 rating on Amsted's senior unsecured notes is one notch
below the corporate family rating. This is due to a substantial
amount of potential senior secured debt obligations represented by
the revolving credit facility. As such, Moody's estimates that the
senior notes could entail substantial loss in the event of
default, as indicated by the LGD Assessment of LGD-4.

The stable ratings outlook reflects Moody's expectations for
strong margin and cash flow generation over the near term, despite
an anticipated moderation in revenue following unusually strong
sales levels in 2012. Moody's expects ESOP redemption levels to
moderate slightly from 2012 levels, but remain above recent
historical averages over the next few years as overall demand for
Amsted's products by its transportation and industrial customers
remains stable. Moody's believes that the company's operating
margins will remain stable, at above 10%, resulting in operating
cash flow adequate to cover substantially all ESOP requirements
over the near term. Moody's further expects that the company will
be able to maintain leverage of less than 2.0 times Debt to EBITDA
over the near term.

As leverage is currently strong relative to the Ba2 rating, de-
leveraging is not a key driver to higher ratings consideration.
Instead, a substantial reduction in the pace and magnitude of ESOP
redemptions relative to the company's free cash generation would
be a key factor to a potential upgrade. Additionally, Amsted would
need to demonstrate a material improvement in its liquidity
condition for a higher rating to be considered.

Ratings could be lowered if ESOP redemptions rise to levels that
result in a significant increase in debt or draw on the company's
liquidity sources, particularly at a time when business conditions
were to deteriorate unexpectedly. Debt to EBITDA of over 3.0 times
or Retained Cash Flow to Debt of less than 30% could also warrant
lower rating consideration.

Upgrades:

Issuer: Amsted Industries Incorporated

Corporate Family Rating, Upgraded to Ba2 from Ba3

Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 (LGD4,
62%) from B1 (LGD4, 63%)

Outlook Actions:

Issuer: Amsted Industries Incorporated

Outlook, Changed To Stable From Positive

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.

Amsted Industries Incorporated, headquartered in Chicago,
Illinois, is a diversified manufacturer of highly engineered
components used in the railroad, vehicular, construction and
industrial sectors.


APEX TOOL: S&P Assigns 'B' Corporate Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Sparks, Md.-based Apex Tool Group LLC.
The rating outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating (the
same as the corporate credit rating) to the company's $175 million
revolving credit facility due 2018 and its $835 million term loan
due 2020.  The recovery rating is '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default.

In addition, S&P assigned its 'B-' issue-level rating (one notch
below the corporate credit rating) to the company's $450 million
senior unsecured notes due 2021.  These notes are co-issued by
Apex Tool Group Finance Inc.  The recovery rating is '5',
indicating S&P's expectation of modest (10% to 30%) recovery for
noteholders in the event of a payment default.  Proceeds from
these offerings were used to fund Bain Capital's acquisition of
Apex.  Total consideration for the acquisition is approximately
$1.6 billion.

"The corporate credit rating on Apex Tool Group LLC reflects what
we consider to be the combination of Apex's 'fair' business risk
profile and 'highly leveraged' financial risk profile," said
Standard & Poor's credit analyst Maurice Austin.  "Our view of the
company's fair business risk profile is due to a highly
competitive operating environment, the company's exposure to
volatile raw material costs, and reliance on cyclical industrial
and construction markets that drive demand for hand and power
tools."  These factors are somewhat offset by the company's strong
market position in hand tools for use in both consumer and
industrial applications and power tools geared primarily for
industrial applications and OEM markets, significant geographic
and customer diversification, and relatively attractive and
improving EBITDA margins.  Standard & Poor's views Apex's
financial risk profile as highly leveraged given debt to EBITDA
(including adjustments operating leases) of about 5.6x pro forma
for the refinancing.

Apex benefits from a broad set of proprietary and private label
brands sold through direct, retail, and trade channels; a
diversified mix of customers; end markets and geographies; and by
providing natural hedges against downturns in any given account,
end market segment, or region.  The company maintains long-
standing relationships with retailers and distributors in both "Do
it Yourself" and professional tool markets.  The company's largest
customer is Sears Holdings Corp., with about 16% of total sales,
for whom Apex manufactures tools for the Craftsman tool line.
While S&P believes the Craftsman brand will survive any adverse
developments for Sears, near-term sales could be adversely
affected if Sears downsizes its retail footprint.

As a global manufacturer and distributor of hand and power tools,
Apex manufactures and distributes a range of products (ratchets,
sockets, wrenches, storage boxes, tape measures, electronic and
pneumatic assembly and drilling tools, and soldering and welding
equipment).  S&P believes the company has the No. 1 or No. 2
market share in most of its products, which are sold under several
recognized private label and proprietary brands.  Auto
manufacturing and repair, residential and commercial construction
activity, aerospace development and maintenance, and general
economic activity drive the demand for Apex's products.

The stable rating outlook reflects S&P's expectation that credit
measures will remain consistent with its highly leveraged
financial risk profile with 2013 debt to EBITDA and FFO to debt of
about 5x and 12%, respectively, based on S&P's assumptions of
modest growth and debt repayment from free cash flow.  S&P also
expects Apex will maintain strong liquidity.

S&P could raise its rating on Apex if the company sales and EBITDA
grow more quickly than expected, with resulting cash utilized to
reduce debt resulting in debt leverage sustained well below 5x and
FFO to debt above 12%.  This could occur, under S&P's scenario, if
sales increased in high single digits percentage while the company
continued to improve profit margins by about 100 basis points.

S&P considers a negative rating action as unlikely in the near
term, however, S&P could take one if Apex has weaker-than-expected
end market demand resulting in a decline in volumes or the loss of
one of its major customers, such that total leverage increased to
well above 6x on a sustained basis and liquidity was materially
lessened.  This could occur if 2013 sales growth turned negative
in conjunction with a 200 basis point decline in margins.


APRIA HEALTHCARE: Moody's Assigns 'B1' Rating to New $750MM Loan
----------------------------------------------------------------
Moody's Investors Service changed Apria Healthcare Group, Inc.'s
rating outlook to negative from stable and lowered its speculative
grade liquidity rating to SGL-3 from SGL-2.

In the same rating action, Moody's assigned a B1 rating to the
company's proposed $750 million senior secured term loan, while
affirming its Corporate Family Rating at B2 and Probability of
Default Rating at B2-PD. The ratings on the existing $700 million
Senior Secured A-1 notes (B1) and the $318 million Senior Secured
A-2 notes (Caa1) remain unchanged.

The proceeds from the transaction will be used to refinance the
company's $700 million Senior Secured Series A-1 Notes due 2014
(the "A-1 Notes"), including costs associated with the early
redemption of such notes, and provide cash to the balance sheet.
The rating assigned on the Term Loan is subject to Moody's review
of final terms and conditions in the closing documents. Notably,
the B1 rating on the proposed term loan could be adjusted to B2 if
the final amount was increased even modestly. Following repayment
of the A-1 Notes, the rating will be withdrawn.

The revision of the rating outlook to negative reflects Moody's
concerns regarding Apria's vulnerability to ongoing pricing
pressure from Medicare and Medicaid, such as Medicare competitive
bidding and/or government sequestrations as well as from its
managed care customers. The negative outlook incorporates Moody's
expectation that Apria will continue to have difficulty generating
positive free cash flow in 2013 (despite the expected interest
savings from the refinancing) in light of the ongoing earnings
pressure and high capital spending needs.

Moody's anticipates the company's home respiratory therapy/home-
medical equipment unit, which represents about 50% of revenues
will experience a decline in EBITDA in the next twelve months
starting July 2013, largely due to the competitive bidding process
leading to a reduction of about $57 million, or approximately 20%
of the company's 2012 adjusted EBITDA.

Moody's believes it will be difficult for Apria to fully offset
the impact, though it is possible Apria will experience volume
increases that mitigate the impact within its Medicare home
respiratory segments following the exit by smaller competitors.
Additionally, the company took a non-cash charge of about $350
million in 2012 following a $658 million in the fourth quarter of
2011, primarily against its home respiratory therapy/home-medical
equipment unit as a consequence of its diminished ability to
generate earnings in the current reimbursement environment.

The downgrade of SGL to SGL-3 reflects adequate liquidity which is
constrained by the approaching debt maturity of the Senior Secured
Notes due 2014 and Moody's expectation of weak free cash flow over
the next 12 to 18 months. The company will have a significant
maturity, namely the $318 million A-2 Notes due November 1, 2014,
after refinancing the A-1 Notes as proposed by the transaction.
Notably, there are springing maturities on the ABL facility and
newly-proposed term loan should Apria fail to refinance the A-2
notes by 2014.

The rating action is as follows:

Rating assigned:

  $750 million senior secured term loan due 2020 at B1(LGD3, 34%)

Rating lowered:

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

Ratings affirmed:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $700 million Series A-1 notes due 2014 at B1 (LGD3, 32%)

  $318 million Series A-2 notes due 2014 at Caa1 (LGD5, 81%)

Ratings Rationale:

Apria's B2 Corporate Family Rating reflects the company's high
leverage and weak cash flow, ongoing exposure to reimbursement
risk, lower EBITDA margin relative to industry peers, and a
shareholder-oriented focus. Despite the long-term favorable
industry fundamentals such the ageing population in the US, the
homecare industry remains very fragmented and competitive in part
due to the low barrier to entry. Moody's believes going forward
there are a number of pressures facing the industry, including
competitive bidding and health care reform. Moody's expects
Apria's free cash flow to remain weak in the next 12-18 months
given the earnings pressure and the persistently higher levels of
capital expenditures required in its home respiratory
therapy/home-medical equipment unit. Therefore, Moody's expects
leverage to remain in the 5 times range.

Supporting the B2 rating is Apria's scale as the leading provider
of home healthcare products and services in the US with
significant market share in home respiratory and home infusion
therapy. Further, Apria benefits from good diversity by geography
and relatively more favorable payor profile as Medicare and
Medicaid constitute only roughly one-quarter of revenues, lower
than the other rated issuers in the homecare sector. Moody's also
views favorably the more stable home infusion business which helps
offset the more volatile earnings in the RT/HME business, however,
segment EBITDA is not expected to grow meaningfully in the near
term.

Moody's could downgrade the rating should the company fail to
return to positive free cash flow, or if adjusted leverage were
expected to be sustained above 5.5 times. Additionally,
shareholder dividends or debt-financed acquisitions absent any
material EBITDA expansion could also result in a downgrade. A
delay in addressing the upcoming maturity of the A-2 Notes in the
near term will also pressure the ratings downward.

Although not likely over the near term, should the company's
EBITDA expand materially such that adjusted leverage were expected
to be sustained below 4.0 times and free cash flow to debt were
expected to be sustained above 8% the ratings could be upgraded.

The principal methodology used in this rating was the Global
Healthcare Service Providers 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.

Apria Healthcare Group Inc., headquartered in Lake Forest, CA,
provides respiratory therapy and home medical equipment (50% of
revenues) and home infusion therapy (50% of revenues) through over
500 locations serving patients in all 50 states. Revenues for the
twelve months ended December 31, 2012 approximated $2.4 billion.
Apria is owned by private equity funds affiliated with the
Blackstone Group.


ARCAPITA BANK: Wants Solicitation Period Extended Until July 7
--------------------------------------------------------------
Arcapita Bank B.S.C.(c), et al., ask the U.S. Bankruptcy Court
Southern District of New York to further extend their exclusive
solicitation period through and including July 7, 2013.  The
Debtors' current Exclusive Solicitation Period expires April 9,
2013.

Arcapita says the requested 90 day extension of their Exclusive
Solicitation Period will enhance the Debtors' efforts to be a fair
broker by providing all parties in interest with additional time
to identify and implement a resolution to any remaining plan
issues.

A hearing on the motion is scheduled on March 26, 2013, at 10:00
a.m.  Objections are to be filed so as to be received no later
than March 19, 2013, at 4:00 p.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.


ATRIUM COS: S&P Keeps CCC+ Corp. Credit Rating on CreditWatch Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Dallas-
based Atrium Cos. Inc., including the 'CCC+' corporate credit
rating, will remain on CreditWatch with negative implications,
where they were initially placed on Sept. 25, 2012, following a
tightening of its senior secured leverage covenant.

S&P is maintaining the CreditWatch on Atrium because operating
performance will need to improve after the senior secured leverage
covenant stepped down to 5.5x on Jan. 1, 2013, and S&P estimates
that covenant headroom will remain below 10% unless the covenant
requirements are renegotiated.

The corporate credit rating on Atrium also reflects what Standard
& Poor's considers to be its "highly leveraged" financial risk
profile and its "vulnerable" business risk profile.  Risks include
a double-digit debt to EBITDA ratio as of Sept. 30, 2012, and the
company's presence in the highly competitive and fragmented
windows industry and its exposure to volatile raw material costs,
especially resin and aluminum.

In resolving the CreditWatch listing, S&P will meet with
management and assess its plans to renegotiate its covenant
requirements and enhance its liquidity.

S&P could affirm the ratings if the company successfully
negotiates covenant relief.  S&P would lower its rating if
covenant relief efforts are not successful and a covenant default
appears likely.


BOWLES SUB: Lender Opposes Bid for Cash Use Until April 30
----------------------------------------------------------
Wells Fargo Bank, N.A., filed an objection to Fenton Sub Parcel A,
LLC, and Bowles Sub Parcel A, LLC's request for final
authorization to use cash collateral to pay the operating costs of
the property, as well as the administrative expenses related to
their bankruptcy cases through April 30, 2013.

On March 6, 2013, the Debtors sought permission from the U.S.
Bankruptcy Court for the District of Minnesota to use cash
collateral consisting of rents in which Wells Fargo, as trustee
for the registered holder of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2004-LN2 holds a security interest.

The Debtors said that they will use the cash collateral to
continue their operations and to either reorganize or pursue
an asset sale.  They assured the Court that Wells Fargo is
adequately protected by the equity cushion in the real property,
as well as the Debtors' continued maintenance of the property.

To adequately protect Wells Fargo's interests, the Debtors noted
that the lender has a continuing security interest in all post-
petition rents.  As additional adequate protection, the lender has
an equity cushion in its collateral of approximately 30% as of the
Filing Date.

Wells Fargo stated in an objection filed on March 15 that the
Debtors cannot provide adequate protection for the use of the
rents.  The Debtors do not propose to make any debt service or
adequate protection payments to the Trust throughout the entire
period covered by their proposed budget.  A copy of the budget is
available for free at:

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

Wells Fargo claimed that the Debtors have significantly
understated by more than $500,000 the amount of the Trust's
allowed pre-petition claim and have overstated by more than
$1 million the value of the collateral.  The Debtors, according to
Wells Fargo, ignore the Trust's blanket lien on all of the
Debtors' real and personal property, and the proceeds of the
property, including all postpetition rents.  The post-petition
rents must be adequately protected and do not constitute an
unencumbered asset source to which replacement liens can attach as
adequate protection.  The Debtors admit that they have no source
of income other than rents from the property.

CWCapital Asset Management LLC, solely in its capacity as special
servicer for Wells Fargo, is represented by:

      Venable LLP
      Gregory A. Cross
      Frederick W.H. Carter
      750 East Pratt Street, Suite 900
      Baltimore, MD 21202
      Tel: (410) 244-7400
      Fax: (410) 244-7742
      E-mail: gacross@Venable.com
              fwcarter@Venable.com

                and

      Winthrop & Weinstine, P.A.
      Michael A. Rosow
      225 South Sixth Street
      Suite 3500
      Minneapolis, MN 55402-4629
      Tel: (612) 604-6400
      E-mail: mrosow@winthrop.com

                About StoneArch II/WCSE Entities

StoneArch II/WCSE Minneapolis Industrial LLC in 2007 acquired
various limited liability companies, which in turn owned 27
industrial multi-tenant properties located in Minneapolis/St. Paul
in Minnesota.  The properties were divided into four separate
pools: A, B, C, and D.

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC, which jointly
own the properties in pool D, sought Chapter 11 protection (Bankr.
D. Minn. Case Nos. 11-44430 and 11-44434) on June 29, 2011.  A
Chapter 11 plan has been filed for the pool D debtors.  The plan,
if approved, would allow the existing owners to maintain operation
of the properties.

Bowles Sub Parcel A, LLC, and five other entities, which jointly
own parcels A, B and C, filed for Chapter 11 protection (Bankr. D.
Minn. Case Nos. 12-42765, 12-42768, 12-42769, 12-42770, 12-42772,
and 12-42774) on May 8, 2012.  Each of the May 8 Debtors estimated
$10 million to $50 million in assets.  Bowles Sub A disclosed
$11,442,268 in assets and $9,716,342 in liabilities as of the
Chapter 11 filing.

The other May 8 debtors are Fenton Sub Parcel A, LLC, Bowles Sub
Parcel B, LLC, Fenton Sub Parcel B, LLC, Bowles Sub Parcel C, LLC,
and Fenton Sub Parcel C, LLC.

Judge Kathleen H. Sanberg currently oversees the May 8 Debtors'
cases.

The May 8 Debtors tapped Lapp Libra Thomson Stoebner & Pusch as
counsel.  Steven B. Hoyt, as chief manager, signed the Chapter 11
petitions.


CAMBIUM LEARNING: High Leverage Cues Moody's to Cut CFR to Caa1
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Cambium Learning Group, Inc. to Caa1 from B3 due to high
leverage and free cash flow deterioration as a result of
persistent top line weakness.

As part of the rating action, Moody's has also downgraded the
company's Probability of Default Rating  to Caa1-PD from B3-PD and
has lowered the rating on the company's $175 million senior
secured notes due 2017 to Caa1 (LGD 4-57%) from B3 (LGD 4-54%).

Moody's has also affirmed the company's Speculative Grade
Liquidity rating at SGL -2. The outlook remains negative due to
the company's sharp downward trajectory in sales and the recent
wholesale change of senior management.

Issuer: Cambium Learning Group, Inc.

Downgrades:

Corporate Family Rating, Downgraded to Caa1 from B3

Probability of Default Rating, Downgraded to Caa1-PD from B3-PD

US$175M 9.75% Senior Secured Regular Bond/Debenture, Downgraded to
Caa1 (LGD4-57% from B3 (LGD4-54%)

Ratings Rationale:

Cambium's Caa1 corporate family rating reflects its small scale
relative to competitors in the industry, its negative revenue
trajectory and its high leverage. Cambium competes against much
larger companies in a highly fragmented industry. In addition, the
company's sales are reliant upon state and local funding, which is
uncertain and under pressure due to federal, state and local
government spending constraints. On March 20, 2013, Cambium
announced that its Chief Executive Officer and Chief Financial
Officer along with the President of its Voyager Sopris Learning
business unit had all resigned from the company.

Moody's believes that due to Cambium's very high leverage its risk
of default has risen, despite good liquidity, the absence of
financial covenant restrictions and a relatively long-dated debt
maturity profile. Throughout 2011 and 2012, Cambium was unable to
execute its stated expense reduction plans or reverse its downward
revenue trajectory. The board's decision to replace management
could result in better operational effectiveness, but it is
unlikely to achieve the growth required to reduce leverage to a
manageable level in the near term.

Cambium operates in a growing niche segment of the education
services market, but has been unable to capture share of this
demand and has experienced very weak revenues. Costs have remained
stubbornly high and margins have fallen sharply, leading to
leverage of over 14x Debt to EBITDA (Moody's Adjusted, including
capitalizing operating leases, recognizing pre-production costs as
expense and adding the pension shortfall to debt). Order volume,
which is an indication of the company's future revenue trajectory,
showed signs of stabilization for the fourth quarter of 2012. A
continuation of the company's recent improved order volume trend
and potential 2013 expense savings could result in a significant
improvement in leverage. Cambium has identified $22 million in
expense savings which it believes it can achieve in 2013. If sales
stabilize and the company can achieve its expense target, leverage
could fall back to a sustainable level. However, Moody's believes
the significant execution risk, especially when combined with a
wholesale change in management, is more indicative of a Caa1
rating.

Moody's believes Cambium will maintain good liquidity over the
next 12-18 months, although cash flow could be negative in 2013.
The company had $52 million of cash on hand at year end 2012 and
an undrawn asset backed revolver due 2014 which is not rated by
Moody's. The facility has a total size of $40 million, but the
base borrowing amount varies relative to the accounts receivable
and inventory assets which serve as its collateral. As of yearend
2012, the borrowing base under the asset backed revolver is $15.5
million.

Moody's could stabilize Cambium's outlook if sales stabilize and
the company appears on track to return to positive free cash flow.

Moody's could lower Cambium's ratings further if sales do not
stabilize and EBITDA continues to decline or if the company's
liquidity deteriorates.

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.

Headquartered in Dallas, Texas, Cambium Learning Group, Inc.
provides research-based education solutions for students in Pre-K
through 12th grade, including intervention curricula, educational
technologies and services primarily focused on at risk students
with special needs. The company reported net revenue for the last
twelve months ended December 31st, 2012 of approximately $149
million.


CARY CREEK: Bankruptcy Administrator Fails to Name Committee
------------------------------------------------------------
Cary Creek Limited Partnership held a meeting of creditors on
Feb. 12, 2013.  Despite efforts by the Bankruptcy Administrator to
contact unsecured creditors, sufficient indications of willingness
to serve on a committee of unsecured creditors were not received
from persons eligible to serve on such a committee.  Accordingly,
the Bankruptcy Administrator was unable to organize and recommend
to the Court the appointment of a committee of creditors holding
unsecured claims against the Debtor.

          About Brier Creek Corporate, Cary Creek et al.

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

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

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

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

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


CENGAGE LEARNING: Taps Remaining Credit Line; Hires Advisors
------------------------------------------------------------
Cengage Learning Acquisitions, Inc., on March 20, 2013, borrowed
$430 million, virtually the entire remaining available amount
under its revolving cred it facilities, to ensure Cengage Learning
Holdings II, L.P. and its consolidated subsidiaries have
sufficient liquidity to fund their working capital needs.

As a result, Cengage Learning has approximately $490 million of
cash on its balance sheet and an outstanding balance on its two
revolvers of $518 million as of March 21, 2013.

Separately, Cengage Learning has retained Alvarez & Marsal as
restructuring advisor, Lazard as financial advisor and Kirkland &
Ellis LLP as legal advisor to advise Cengage Learning and its
Board of Directors as part of its ongoing efforts to assess its
capital structure.

In June 2012, Cengage disclosed it was in discussions with holders
of its outstanding senior unsecured notes regarding potential
transactions that would extend the maturity of the notes.  Cengage
cautioned there can be no assurance that the discussions will
result in the consummation of any such transaction.

"We would prefer to have the money immediately available to
demonstrate to our trade creditors that we have the cash on-hand
to promptly pay their invoices when they come due and thus ensure
the smooth operation of the business," said James McCusker, a
spokesman, according to The Wall Street Journal.

"We continue to evaluate all alternatives to address our capital
structure and intend to use all the tools and resources available
to us to address it," Mr. McCusker said.

Emily Glazer and Mike Spector, writing for The Wall Street
Journal, relate that Cengage has struggled as college students
have moved toward digital textbooks and buying or renting used
books to save money.  Also, fewer students are expected to attend
college over the next few years as tuitions rise.

WSJ reports that one person familiar with the company said Cengage
hasn't yet held discussions with creditors and has just started
considering its options for reworking its finances.

WSJ notes Cengage took on more than $5 billion in debt when
private-equity firm Apax Partners Ltd. and other investors bought
the publisher in a 2007 leveraged buyout.

According to WSJ, several challenges could emerge over the next
couple of years for Cengage.  Analysts have expressed concern
about a coming year-end audit, and more than $2 billion in debt
payments could come due under certain circumstances.  Cengage told
investors that it expected to get a clean bill of health from the
auditors.

                      About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  The company's products and services are
designed to foster academic excellence and professional
development, increase student engagement, improve learning
outcomes and deliver authoritative information to people whenever
and wherever they need it.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.

Prior to July 5, 2007, Cengage Learning Holdings II, L.P. and its
consolidated subsidiaries operated under the name Thomson
Learning, which was comprised of wholly owned indirect
subsidiaries and divisions of Thomson Reuters Corporation,
previously The Thomson Corporation.

Cengage Learning Holdings II, L.P. and its affiliates are
currently not subject to the reporting requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended.

For the fiscal year ended June 30, 2012, Cengage had total assets
of $7.5 billion and debts of $5.6 billion.


CENTENE CORP: S&P Revises Outlook to Stable & Affirms 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Centene Corp. to stable from negative.  At the same
time, S&P affirmed its 'BB' long-term counterparty credit and
senior unsecured debt ratings on the company.

"Centene's business profile and financial profile is strengthening
and the company is well positioned to preserve its credit
profile," said Standard & Poor's credit analyst Hema Singh.  "We
expect the company to achieve financial results in 2013 that will
significantly improve from 2012 financial results.  Although we
expect the EBIT return on revenue (ROR) to diminish marginally
from historical (pre-2012) levels, it will be well within the
expected range for the current rating level".

The negative outlook on the ratings in 2012 resulted from a
deterioration of operating performance that was driven by higher-
than-expected medical costs in its Kentucky Health Plan and the
Hidalgo service area in its Texas Health Plan, as well as in the
Celtic individual health business.  The company indicated that it
is exiting Kentucky in July 2013.  S&P expects it to receive
enhanced rate increase for its Texas Health Plan, and it continues
to review/reprise its individual book of business in its Celtics
subsidiary.  Hence, S&P do not expect these factors to affect
Centene's operating performance or its ability to generate
sufficient earnings to uphold its 'BBB' capitalization and meet
its debt-servicing obligations in the intermediate future.

Centene has a very good competitive position in the managed
Medicaid market and an expanding presence in multiple markets,
which helps to mitigate its relatively narrow market-segment focus
on government-sponsored managed Medicaid programs.  It is one of
the top three pure-play Medicaid HMOs in the U.S.  As new states
are added to its portfolio, its revenue and membership are
becoming less dependent on only a few core markets.  The impact of
a loss of all contracts within any one of these 15 states is
becoming less significant -- with the exception of the Texas
market (35% of total revenue).

The company benefits from its expanding operational scale and its
associated strong cash-flow generation (a five-year average of 5%
as a percentage of premium revenue).  Centene could likely add
incrementally to debt leverage in the intermediate term if
internally generated cash flow cannot support capital needs at the
parent and operating company levels.  In 2013-2014 S&P expects
debt leverage to remain moderately conservative at about 35%-40%
and EBITDA interest coverage of more than 8x.

The stable outlook reflects S&P's expectation that the company
will continue to grow its business volume and generate stable cash
flow in the intermediate term (12 to 24 months) to meet its debt-
service requirements and pay for expenses related to expansion
into new markets.  In addition, S&P expects debt leverage to be
moderately conservative in the 35%-40% range with limited
expectation for any large acquisitions, EBITDA interest coverage
of more than 8x, and statutory capitalization redundant at the
'BBB' level as per S&P's model.  There is a high likelihood for a
one-notch upgrade within the next 12 months if Centene's operating
performances shows sustained stabilization with adjusted EBIT ROR
in the 2%-3% range.

Although unlikely, S&P could lower the rating by one notch if the
company's EBIT ROR were to decline to less than 2% for a sustained
period or if the loss of one or more of its managed Medicaid
contracts results in a significant decline in revenue or cash flow
from operations.  Key prospective risks include significant
funding cuts and continued pressure from reimbursement rate
compression by states to save money, which could erode the earning
potential in the managed Medicaid sector.  Benefits structure and
eligibility have to be aligned with reimbursement levels for the
company to maintain its very good operating performance.


CENTENNIAL BEVERAGE: VDI Income Fund I Joins Creditors' Committee
-----------------------------------------------------------------
U.S. Trustee William T. Neary in February filed a second amended
appointment of the Official Unsecured Creditors' Committee to add
creditors to the committee in the Chapter 11 case of Centennial
Beverage Group, LLC.

The Committee members include:

          1) Andrew C. Springer
             1029 Lady Lore Lane
             Lewisville, TX 75056
             Telephone: (214) 808 9938
             Facsimile: (972) 899 2385
             E-mail: aspringer@excoresources.com

          2) Glazers Inc.
             Alan N. Greenspan
             14911 Quorum Drive, Ste. 400
             Dallas, TX 75254
             Telephone: (972) 392 8333
             Facsimile: (972) 392 8330
             E-mail: alan.greenspan@glazers.com

          3) Kurz Group
             Mark Vandagriff
             8333 Douglas Avenue, Ste. 1370
             Dallas, TX 75225
             Telephone: (214) 696 4656
             Facsimile: (214) 696-4692
             E-mail: mark@kurzgroup.com

          4) VDI Income Fund I, LLLP
             Mark J. Simmons, General Partner
             3093 NW 30th Way
             Boca Raton, FL 35451-6352
             Telephone: (561) 702-8203
             Facsimile: (561) 995-7802
             E-mail: Simm3093@aol.com

                     About Centennial Beverage

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

The Official Committee of Unsecured Creditors has retained Munsch
Hardt Kopf & Harr, P.C. as its attorneys, and Lain, Faulkner &
Co., P.C. as financial advisors.


CENTRAL EUROPEAN: Receives NASDAQ Staff Determination Letter
------------------------------------------------------------
Central European Distribution Corporation on March 22 disclosed
that on March 20, 2013, CEDC received a Staff Determination letter
from the Listing Qualifications Department of The NASDAQ Stock
Market LLC stating that CEDC was not in compliance with Listing
Rules 5250(c) which requires CEDC to file its Annual Report on
Form 10-K for the period ended December 31, 2012.  As a result,
Nasdaq staff have stated that this serves as an additional basis
to delist CEDC securities from the NASDAQ Stock Market to that
announced by CEDC on its Current Report on Form 8-K filed with the
United States Securities and Exchange Commission on January 7,
2013 and that the Nasdaq Hearings Panel will consider this matter
in rendering a determination regarding CEDC's continued listing on
the Nasdaq Global Select Market.  If CEDC wishes to request a stay
to delisting beyond the hearing currently scheduled for March 28,
2013, it must make the request no later than March 27, 2013,
together with an explanation of why an extended stay is
appropriate.  CEDC intends to request a stay to delisting.  The
letter also stated that the Nasdaq staff do not believe that any
further stay is warranted because CEDC is in default of its 3%
convertible notes due 2013 and is actively soliciting the note
holders to vote in favor of a plan of reorganization through a
filing for protection under Chapter 11 of the U.S. Bankruptcy
Code.  The NASDAQ Staff Determination letter has no immediate
effect on the listing or trading of CEDC's common stock on the
NASDAQ Global Select Market.

                            About CEDC

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

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

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

Mark Kaufman and the A1 Investment Company announced in March 2013
that they are offering to sponsor a chapter 11 plan of
reorganization for CEDC.  In a letter to members of the Board of
CEDC, A1 and Dr. Kaufman proposed to invest up to US$225 million
in the restructuring of CEDC in exchange for 85% of the equity of
the reorganized CEDC.

At the end of February 2013, Roust Trading Ltd. and certain
holders of senior secured notes announced a term sheet for a
proposed restructuring for CEDC where Roust Trading would provide
a new US$172 million cash investment.


CLUB AT SHENANDOAH: Asks Court to Extend Plan Filing Until July 31
------------------------------------------------------------------
The Club at Shenandoah Springs Village, Inc., has asked the Hon.
Mark Houle of the U.S. Bankruptcy Court for the Central District
of California to extend the exclusivity periods for the filing of
the plan of reorganization until July 31, 2013, and for soliciting
and securing acceptances of that plan until Sept. 30, 2013.

The Debtor said that it has been focused on stabilizing its
business operations and tending to administrative matters, while
at the same time responding to objections to motions and requests
interposed by the U.S. Trustee and the property owners association
or TPUOA, a group formed by senior property owners to interface
with management at the club.  TPUOA objected to the payment of
insiders' compensation.  In addition, the U.S. Trustee objected to
the employment of Venturi & Company LLC as financial advisors, in
which the TPUOA has joined, delaying the Debtor's ability to
effectively market and seek a sale of its retirement community in
Thousand Palms, California, let alone even begin the process of
formulating a feasible plan of reorganization.

"Since the Debtor has yet to receive authority to employ its
financial advisor, the Debtor has not had sufficient time to
negotiate a plan and prepare adequate information," the Debtor
said.  The Debtor is also in the process of identifying
liabilities and classifying creditor interests, which it has been
unable to complete since the bar date set by the Court has yet to
pass.  Once the Debtor determines the scope of its liabilities as
well as the treatment and classification of claims and interests
under a plan, the Debtor does not anticipate any issues that may
interfere with the submission of a confirmable plan.  "At this
time, and less than four months into the bankruptcy case, the
Debtor simply needs additional time to addresss all the elements
that factor into formulating a viable plan," the Debtor stated.

According to the Debtor, the size and complexity of its case
justifies an extension of the Exclusivity Periods, as the Property
is a unique asset, with significant secured debt.  The Debtor said
that the Property has remained fairly constant for the past
several years.  Total revenue for the calendar years 2009, 2012,
and 2011 was approximately $4,291,396, $4,278,957, and $4,406,540,
respectively.  The Debtor believes that 2012 will result in
relatively the same total revenue as prior years.

                   About The Club At Shenandoah

The Club At Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor disclosed $31,280,992 in assets and
$12,840,954 in liabilities as of the Chapter 11 filing.  Judge
Mark D. Houle presides over thee case.  Daniel A. Lev, Esq., at
Sulmeyerkupetz, represents the Debtor.


CLUB AT SHENANDOAH: Hearing on Cash Collateral Use Today
--------------------------------------------------------
The Hon. Mark Houle of the U.S. Bankruptcy Court for the
Central District of California has granted The Club at Shenandoah
Springs Village, Inc.'s continued use of General Electric Capital
Corporation's cash collateral and has set the final hearing for
March 26, 2013.

As reported by the Troubled Company Reporter on Jan. 25, 2013, the
Debtor sought permission to use cash collateral to pay ordinary
and necessary expenses, until Feb. 28, 2013.  As adequate
protection, the Debtor will grant GE replacement liens in the
Debtor's postpetition assets and proceeds.

The TCR reported on Feb. 18, 2013, that General Electric consented
to the Debtor's continued use of cash collateral for an additional
period until the continued final hearing date, to allow the Debtor
time to further its negotiations with General Electric regarding
the Debtor's business operations, prospects for reorganization,
and the consensual use of cash collateral.  The Court continued
the final hearing from Jan. 29, 2013, at 2:00 p.m., to Feb. 26,
2013, at 2:00 p.m.

                   About The Club At Shenandoah

The Club At Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor disclosed $31,280,992 in assets and
$12,840,954 in liabilities as of the Chapter 11 filing.  Judge
Mark D. Houle presides over thee case.  Daniel A. Lev, Esq., at
Sulmeyerkupetz, represents the Debtor.


COMMUNITY MEMORIAL: Plan Confirmation Hearing Adjourned Sine Die
----------------------------------------------------------------
Judge Daniel S. Opperman  of the U.S. Bankruptcy Court for the
Eastern District of Michigan, Northern Division - Bay City,
approved a stipulation entered into among Community Memorial
Hospital, the U.S. Attorney, the Michigan Departments of Community
Health and Licensing and Regulatory Affairs, the U.S. Trustee for
Region 9, the Official Committee of Unsecured Creditors, the
Michigan Department of Treasury, the Michigan Departments of
Community Health and Licensing and Regulatory Affairs -
Unemployment Insurance Agency, Pension Benefit Guaranty
Corporation, further adjourning to a future date to be scheduled
by the Court on the confirmation of the Debtor's Joint Plan of
Liquidation.

The additional time until the next confirmation hearing will be
used by the parties to negotiate and resolve issues presented in
the Plan confirmation objections.  The Plan provides, inter alia,
for the establishment of a liquidating trust.  The proposed
Liquidating Trust Agreement was filed with the Court on Aug. 17,
2012.

                 About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., and Shawn M. Riley, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio; and Jayson Ruff, Esq.,
at McDonald Hopkins LLC, in Bloomfield Hills, Michigan, represent
the Debtor as counsel.  The Debtor's financial advisor is Conway
Mackenzie Inc.  The Debtor disclosed $23,085,273 in assets and
$26,329,103 in liabilities.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.

Michael S. McElwee, Esq., at Varnum LP, in Grand Rapids, Michigan,
represents the Unsecured Creditor's Committee as counsel.


CROWN MEDIA: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings, including
the 'B+' corporate credit rating, on Studio City, Calif.-based
cable company network Crown Media Holdings Inc.  The outlook is
stable.

The affirmation included the 'BB' issue-level rating and '1'
recovery rating on the company's senior secured credit facility.
The '1' recovery rating indicates S&P's expectation for very high
(90% to 100%) recovery for lenders in the event of a payment
default.  The company amended the $240 million senior secured
credit facility by repricing the $210 million term loan B due July
2018 and fully extending the maturity on its undrawn $30 million
super priority revolving credit to January 2018 from July 2016.

In addition, S&P revised its recovery rating on the company's
10.5% senior notes due 2019 to '4', indicating S&P's expectation
for average (30% to 50%) recovery for noteholders in the event of
a payment default, from '5' (10% to 30% recovery expectation).
S&P subsequently raised its issue-level rating on this debt to
'B+' from 'B'.

The company is proposing to amend its existing $240 million senior
secured credit facility, by repricing the $210 million term loan B
due July 2018 ($187.6 million outstanding as of Dec. 31, 2012) and
fully extending the maturity on its undrawn $30 million super
priority revolving credit to January 2018 from July 2016.  In
addition, the company is proposing to use cash to reduce the
outstanding amount under the term loan to $172 million from
$187.6 million.  As a result of this proposed transaction, S&P
estimates leverage will decline by 0.1x to 3.8x.

"Our rating on Crown Media Holdings reflects our view that the
company has a "weak" business risk profile and a "significant"
financial risk profile, based on our criteria.  Its narrow
business focus on two cable channels with relatively low audience
ratings, underdeveloped distribution, vulnerability to tough
negotiations with video service providers, a very low proportion
of affiliate fees to total revenue versus its peers, and a
relatively low EBITDA margin compared with other cable network
companies support our assessment of the business risk profile as
weak.  We regard Crown Media's financial risk profile as
significant because of our expectations for leverage to decline
to, and remain in, the low- to mid-3x area.  Leverage, pro forma
for the proposed transaction was 3.8x as of Dec. 31, 2012.  The
rating incorporates the risk, in our view, that the company could
increase leverage to 5x to pay a special dividend to shareholders.
Still, the weak business risk profile constrains the rating.  We
assess Crown's management as "fair," under our criteria," S&P
said.

"Crown Media owns and operates two cable-TV channels in the U.S.,
the Hallmark Channel and Hallmark Movie Channel.  Although it has
been operating for a decade, neither channel is fully distributed.
The Hallmark Channel reaches about 87 million subscribers and the
Hallmark Movie Channel reaches about 50 million, compared with
about 105 million domestic pay-TV households.  Some cable
operators do not put the company's channels on their basic tier,
particularly the movie channel, which leads to lower penetration
and lower subscription and ad revenue.  Crown Media's subscription
revenue is about 20% of total revenue, compared with 40%-60% for
other cable network companies.  Advertising revenue accounts for
the remainder of revenue, and growth in ad revenue is subject to
both economic conditions and audience ratings.  Apart from special
programming aired during the holiday season, the networks'
audience ratings are low.  The company has been introducing new
daytime content on the Hallmark Channel in an attempt to attract
higher audience ratings and younger viewers, but ratings
improvements, outside of the holiday seasons, have only been
modest.  Over the longer term, we expect Crown Media and other
cable network companies to face growing competition from the
Internet and other forms of digital media, which could begin to
gain audience share from cable networks and lessen their
attractiveness as an advertising medium," S&P added.


CYPRESS OF TAMPA: Plan Confirmation Hearing Set for April 4
-----------------------------------------------------------
The Cypress of Tampa LLC and The Cypress of Tampa II LLC are
scheduled to appear before the Bankruptcy Court in Tampa, Florida,
on April 4, 2013, at 9:30 a.m. to seek confirmation of their
Chapter 11 plan.

Bankruptcy Judge K. Rodney May conditionally approved the
disclosure statement explaining the Plan in a Feb. 25 order.  Plan
votes are due no later than eight days prior to the confirmation
hearing date.

On March 4, Judge May approved, on an interim basis, the terms of
a compromise between the Debtors and secured creditor Cypress
Retail Holdings LLC, which provides for CRH's consent to the use
of cash collateral coupled with its consensual support of a
proposed chapter 11 plan.  A final hearing on the compromise will
be held at the confirmation hearing.

Also on March 4, Judge May signed off on an agreed final order
authorizing the Debtors' use of cash collateral and granting
replacement liens.  As adequate protection of any interest of CRH
in Cash Collateral, CRH is granted a continuing replacement lien
in the Cash Collateral to the same extent, validity, and priority
as CRH held as of the Nov. 20, 2012 Petition Date, which
replacement liens will be deemed perfected without the need for
further action.  Each Friday, the Debtor will provide CRH with
weekly cash flow reports.

On Feb. 15, Cypress of Tampa LLC filed an amended list of its 20
largest unsecured creditors, a copy of which is available at
http://bankrupt.com/misc/CYPRESSofTAMPAamendedcreditorslist.pdf

On Feb. 15, Cypress of Tampa II LLC filed an amended list of its
20 largest unsecured creditors, a copy of which is available at
http://bankrupt.com/misc/CYPRESSofTAMPAIIamendedcreditorslist.pdf

                      About Cypress of Tampa

The Cypress of Tampa LLC and its affiliate The Cypress of Tampa
II, LLC, own and operate a retail and office space, together with
certain outparcels, known as The Cypress located in Hillsborough
County, Florida.

They filed voluntary Chapter 11 petitions (Bankr. M.D. Fla. Case
Nos. 12-17518 and 12-17520) on Nov. 20, 2012.  Jennis & Bowen,
P.L., serves as the Debtors' counsel. Cypress of Tampa disclosed
$23,185,648 in assets and $24,172,594 in liabilities as of the
Chapter 11 filing.


EASTMAN KODAK: Closes $848-Mil. Financing Agreement with Lenders
----------------------------------------------------------------
Kodak on March 22 closed its previously-announced $848 million
financing with members of the Steering Committee of the Second
Lien Noteholders and other holders of Kodak's Senior Secured
Notes.  This new financing, together with the amendment and
restatement of Kodak's existing debtor-in possession credit
agreement, strengthens Kodak's position to execute its remaining
reorganization objectives and successfully emerge from Chapter 11.

Under the new financing, Kodak borrowed an aggregate principal
amount of approximately $473 million and converted $375 million in
Senior Secured Notes into loans.  Proceeds from the financing,
together with proceeds from previously announced intellectual
property transactions, will be used to repay the term loans
outstanding under Kodak's existing debtor-in-possession credit
agreement, make an adequate protection payment to holders of the
Senior Secured Notes, and support ongoing business activities.

"This is another important step toward our emergence as a
profitable and sustainable Commercial Imaging company," said
Antonio M. Perez, Chairman and Chief Executive Officer.  "We are
now working to finalize our Plan of Reorganization and complete
the remaining work required for us to emerge as a stronger
company, focused on ongoing innovation to meet our customers'
needs."

Under the financing agreement, Kodak is required to file its Plan
of Reorganization with the Court by April 30, 2013, which it is on
track to do.  The financing also provides Kodak the opportunity to
convert a portion of the facility into exit financing if certain
conditions are satisfied.

                       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: Shutterfly Sues for Non-Compete Deal Violations
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Shutterfly Inc. sued Eastman Kodak Co. in bankruptcy
court on March 22, claiming violation of a non-competition
agreement contained in the contract covering its $23.8 million
purchase of Kodak's online photo business in May 2012.

According to the report, Shutterfly, based in Redwood City,
California, pointed to a provision in the agreement under which
Kodak, for three years, agreed not to run a business that
"essentially duplicates" the Kodak Gallery business it was
purchasing.

Shutterfly, the report relates, claims that Rochester, New York-
based Kodak is breaching the contract by selling the "My Kodak
Moments App," which offers the same services as Kodak Gallery.
Shutterfly wants damages and an injunction requiring Kodak to exit
the infringing business.  Shutterfly was a competitor with a
business similar to Kodak Gallery.

Kodak's $400 million in 7% convertible notes due in 2017 last
traded on March 21 for 14.25 cents on the dollar, up from 10.5
cents on Dec. 12, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.

                        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: EKRA Asks Court to Appoint Retirees Committee
------------------------------------------------------------
EKRA Ltd. asked U.S. Bankruptcy Judge Allan Gropper to appoint a
committee of retired workers of Eastman Kodak Co.

In a letter to Judge Gropper, EKRA President Arthur Roberts
proposed the appointment of a committee that will represent more
than 1,100 Kodak retirees holding unsecured pension claims with a
total amount of more than $175 million.

The retirees assert those claims under Kodak's unfunded pension
plans known as KERIP and KURIP.  These plans were terminated
following the company's bankruptcy filing on Jan. 19, 2012.

Mr. Roberts also proposed that EKRA be given a seat on the
committee.

                        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.


ELCOM HOTEL: US Trustee Will Not Appoint Committee of Creditors
---------------------------------------------------------------
The United States Trustee has said it will not appoint an official
committee of unsecured creditors for Elcom Hotel pursuant to
11 U.S.C. Section 1102 until further notice.

                         About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel estimated assets and liabilities of less than
$50 million. The Debtor owes OBH Funding, LLC, $1.8 million on
a mortgage and F9 Properties, LLC, formerly known as ANO, LLC,
$9 million on a mezzanine loan secured by a lien on the ownership
interests in the project's owner.  OBH Funding and ANO are owned
by Thomas D. Sullivan, the manager of the Debtors.

Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as
bankruptcy counsel to the Debtor.  Duane Morris LLP is the special
litigation, real estate, and hospitality counsel.  Algon Capital,
LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief
Restructuring Officer.


EMMONS-SHEEPSHEAD: Disclosure Statement Hearing Set for April 11
----------------------------------------------------------------
A hearing on the disclosure statement explaining Emmons-Sheepshead
Bay Development LLC's plan of reorganization is scheduled for
April 11, 2013, at 9:30 a.m.

The Debtor's Plan will be funded by a financing extended by SDF 17
Emmons LLC ("Lender") and the proceeds of the sale of the Debtor's
49 currently unsold condominium units, parking spaces and marina
unit.  The Lender has agreed to establish on the Effective Date an
unsecured creditors fund in the amount of $100,000 for pro-rata
distribution to holders of allowed general unsecured claims.

Proceeds of the sale from each unit will be used to pay:

   -- reasonable and ordinary closing costs associated with the
      sale of each unit;

   -- payment to SDF of the principal of its secured claim, the
      accrued interest on its secured claim, and of its
      administrative claim for advances made in accordance with
      the Interim Financing Order; and

   -- in the event that there are excess proceeds from the sale of
      the units after payment made to closing costs and SDF's
      claims, the balance of proceeds will be distributed pro-rata
      to holders of allowed unsecured claims, including the
      Lender?s deficiency claim.

Equity interests in the Debtor will be canceled upon the Effective
Date.  Equity in the reorganized debtor will be issued to and held
by a post-confirmation trust or alternatively, a plan
administrator.  Jeffrey Schwartz, Esq., at Wolf Haldenstein Adler
& Herz LLP, will be appointed as the trustee of the post
confirmation trust or the plan administrator and will receive a
$20,000 retainer on the Effective Date.  The Plan Administrator?s
fees will be capped at $150,000.

Jacob Pinson, the managing member of Yachad Enterprises, LLC, the
managing member of the Debtor, will be engaged by the Reorganized
Debtor to assist with the development, construction, marketing and
sale of the condominium units for a two-year period.  In
connection with the work Pinson performs as a consultant, he will
receive a monthly consulting fee of $10,000 during the two-year
term of the consulting agreement.  In addition, Mr. Pinson will be
entitled to certain bonus compensation related to sales at the
Property. If SDF receives net proceeds of no less than the
aggregate of $15,000,000, Pinson will be entitled to $100,000; if
SDF receives net proceeds of no less than the aggregate of
$17,500,000, Pinson will be entitled to an additional $100,000; if
SDF receives net proceeds of no less than the aggregate of
$20,000,000, Pinson will be entitled to an additional $100,000; if
SDF receives net proceeds of no less than the aggregate of
$22,500,000, Pinson will be entitled to an additional $100,000;
and if SDF receives net proceeds of no less than the aggregate of
$25,000,000, Pinson will be entitled to an additional $100,000.

A full-text copy of the Disclosure Statement dated Feb. 1, 2013,
is available at http://bankrupt.com/misc/EMMONSds0201.pdf

A full-text copy of the Disclosure Statement dated March 1, 2013,
is available at http://bankrupt.com/misc/EMMONSds0304.pdf

                         About the Debtor

Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold
condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in
Brooklyn.  The Debtor said the property is worth $14 million.  It
has $32.6 million in total liabilities, including $31 million owed
to TD Bank N.A., which is secured by first, second and third
priority liens on the property.

Judge Elizabeth S. Stong presides over the case.  Arnold Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene et al., serves as
the Debtor's counsel.  The petition was signed by Jacob Pinson,
managing member, Yachad Enterprises, LLC.


EUROFRESH INC: Arizona Correctional Dropped From Creditors' Panel
-----------------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee in Phoenix, Arizona,
on Feb. 6, 2013, appointed a committee of unsecured creditors.
One of the appointees, Arizona Correctional Industries, was
ineligible to serve, thus Ms. Lashinsky amended the committee
members on Feb. 12 to:

          1) International Paper Company
             Attn: Alex Garcia
             6400 Poplar Avenue
             Memphis, TN 38197
             Tel: 901-419-1825
             Fax: 901-214-0616e
             E-mail: alexandro.garcia@ipaper.com

          2) Kent H. Landsberg Co.
             Attn: David Conley
             6600 Valley View Street
             Buena Park, CA 90620
             Tel: 714-562-6135
             Fax: 714-562-6059
             E-mail: david.conley@amcor.com

          3) John Christner Trucking
             Attn: Daniel Christner
             PO Box 1900
             Sapulpa, OK 74067
             Tel: 918-227-6641
             Fax: 918-248-3032
             E-mail: chrda@johnchristner.com

          4) IFCO Systems US, LLC
             Attn: Dimitri Boutsikakis
             3030 N. Rocky Point Dr., Ste.300
             Tampa, FL 33607
             Tel: 813-463-4138
             Fax: 832-553-2622
             E-mail: dimitri.boutsikakis@IFCO.com

          5) Peter Dekker Installaties BV
             Attn: Gabriel van Oostenbruggen
             PO Box 245
             Naaldwijik 2670AE
             The Netherlands
             Tel: 0031-174-629444
             Fax: 0031-174-626671
             E-mail: gvanoostenbruggen@peterdekkerinstallaties.nl

          6) Southwest Gas Corporation
             Attn: Paul Johnson
             PO Box 98510
             Las Vegas NV 89193-8510
             Tel: 702-876-7274
             Fax: 702-365-5904
             E-mail: Paul.Johnson@swgas.com

                      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.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler LLP; and Jennings, Strouss &
Salmon, P.L.C., as bankruptcy counsel.


EUROFRESH INC: Deadline for Proofs of Debt Set for April 25
-----------------------------------------------------------
Creditors of EuroFresh, Inc. must file their proofs of claim by
April 25, 2013.

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.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler LLP; and Jennings, Strouss &
Salmon, P.L.C., as bankruptcy counsel.


FALCON GAS: Tide Says Plan Evidences Actual Conflict of Interest
----------------------------------------------------------------
Tide Natural Gas Storage I, LP, and Tide Natural Gas Storage II,
LP, object to the approval of the Disclosure Statement in support
on the Falcon Plan.  On Feb. 8, 2013, the Debtors filed their
Disclosure statement explaining their Joint Plan of Reorganization
for Arcapita Bank B.S.C.(c) and Related Debtors, which Joint Plan
consists of several "subplans" including the subplan for Falcon
Gas Storage Co. Inc.

According to papers filed with the Court, the Disclosure Statement
fails to provide adequate information with regard to the Falcon
Plan.  Moreover, Tide says the Falcon Plan, as drafted, is
patently unconfirmable on numerous bases.  According to Tide, the
Falcon Plan also evidences a real and actual conflict of interest
among Falcon's decision makers and the Falcon estate.

Specifically, Tide states, among others, that the Plan provides
for improper releases of Third Parties.  Falcon may have valuable
Avoidance Actions against Arcapita as a result of equity
distributions made after the NorTex Sale.  Falcon, according to
Tide, has not received any consideration for these releases nor
offered any explanation for why the granting of such releases
benefits the Falcon estate.

Tide also objects to the approval of the Disclosure Statement to
the extent that it seeks to apply ambiguous solicitation and
voting procedures to the Falcon Plan.

                         About Falcon Gas

Atlanta-based Falcon Gas Storage Company, Inc., an operator of
natural-gas storage facilities, filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012, estimating
assets and debts of up to $100 million.  Falcon Gas is an
affiliate of Arcapita Bank BSC.

The list of Falcon's larger creditors includes Commerzbank AG and
National Bank of Bahrain BSC, two members of the Arcapita
unsecured creditors' committee. The two were listed as having
claims of $164.7 million and $132.3 million, respectively.

Falcon Gas is represented by Gibson, Dunn & Crutcher LLP as
bankruptcy counsel, Linklaters LLP as corporate counsel, Trowers &
Hamlins LLP as international counsel, and Hatim S Zu'Bi & Partners
as Bahraini counsel.  Rothschild Inc. serves as financial advisor,
while GCG, Inc., serves as notice and claims agent.

Tide Natural Gas Storage I, LP, and Tide Natural Gas Storage II,
LP, have asked the Bankruptcy Court to convert Falcon Gas'
bankruptcy from Chapter 11 to Chapter 7 and for the Court to
appoint a trustee because Arcapita's reorganizations plan will
give the Bahraini bank and its creditors too much power to strip
off the bankrupt company's assets.


FLETCHER GRANITE: Continues to Hire Yoshida as Tax Preparer
-----------------------------------------------------------
Fletcher Granite Company LLC, nka FGC Liquidation LLC, et al.
sought and obtained permission from the U.S. Bankruptcy Court to
continue to employ Yoshida & Sokolski, P.C. as tax return preparer
for the Debtors.  Yoshida's employment to prepare the Debtors' tax
returns for 2008, 2009, 2010, and 2011, has been authorized by the
Court upon the Debtors' three previous motions.

The Debtors now seek authorization for Yoshida to prepare the 2012
tax returns, 2013 final tax returns, and perform ancillary tasks
related thereto for a flat fee of $3,500, plus out of pocket
expenses.

David R. Yoshida, CPA, attests that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                   About Fletcher Granite

Westford, Massachusetts-based Fletcher Granite Company LLC --
http://www.fletchergranite.com/-- produced granite for buildings,
bridges and road construction.

Fletcher Granite filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-43884) on Aug. 2, 2010.  David J.
Reier, Esq., and Laura Otenti, Esq., at Posternak Blankstein &
Lund LLP, served as counsel to the Debtor.  The Debtor estimated
its assets at $10 million to $50 million and debts at $1 million
to $10 million in its Chapter 11 petition.  The U.S. Trustee
formed a five-member Official Committee of Unsecured Creditors.

In November 2010, the judge approved a $7 million all-cash sale of
Fletcher Granite's assets to stalking-horse bidder Nesi Realty
LLC.  The Debtor renamed itself to FGC Liquidation, LLC, following
the sale.


GATEHOUSE MEDIA: S&P Lowers CCR to 'CCC-'; Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on GateHouse Media Operating Inc. to 'CCC-' from 'CCC'.
The rating outlook is negative.

In addition, S&P lowered its issue-level rating on the company's
senior secured credit facility to 'CC' (one notch lower than the
'CCC-' corporate credit rating) from 'CCC-'.  S&P's recovery
rating on this debt remains at '5', indicating its expectation of
modest (10% to 30%) recovery for lenders in the event of a payment
default.

Total debt outstanding was $1.17 billion as of Dec. 30, 2012.

"The downgrade reflects the deterioration in the company's
liquidity profile and performance, and our expectation that the
company will likely default over the near term," said Standard &
Poor's credit analyst Hal Diamond.

S&P continues to believe that the company's capital structure is
unsustainable with a debt-to-EBITDA ratio of 16x, given its
expectation that newspaper advertising will decline for the
foreseeable future.  S&P believes GateHouse will be unable to
refinance its $1.17 billion in low cost term loans, all of which
matures in August 2014.  The loans are trading at what S&P regards
as a distressed yield, and S&P believes that the costs of
refinancing would be prohibitive and that the company may seek to
restructure its debt.

S&P views GateHouse's financial risk profile as "highly leveraged"
(based on S&P's criteria) because of S&P's expectation that the
company could default over the near term.  S&P considers the
company's business risk profile as "vulnerable," based on S&P's
criteria, reflecting the long-term secular decline in the
newspaper industry related to advertising and readership migration
online.  The company has a "highly leveraged" financial risk
profile, in S&P's view, as a result of its heavy debt burden,
limited liquidity, and lack of access to a revolving credit
facility.  S&P assess the company's management and governance as
"fair."

GateHouse's core publications, which primarily serve local
markets, include 78 daily newspapers geographically dispersed
across 21 states, with the majority in the Midwest and Western
U.S.  The company's newspapers generally have limited direct
competition from other newspapers but face a long-term decline
in advertising market share to online sources.  Its small base of
online revenues (only about 10% of the total) compete in a
fragmented online advertising market and are unlikely to grow
sufficiently to offset print advertising declines.  Profitability
remains below the peer group average, and the company faces the
risk of fewer efficiency-related options to continue to reduce
costs, given its dispersed operations.  S&P believes it will
continue underperforming, because its portfolio of local
newspapers derives a relatively low percentage of revenue from
national advertising, and local advertising remains under
pressure.


GREAT PLAINS: S&P Lowers Longterm Rating to 'BB+'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on the Oklahoma Development Finance Authority's
series 2007 fixed-rate revenue bonds, issued for Great Plains
Regional Medical Center (GPRMC).  The outlook is stable.

"The rating action reflects our view of GPRMC's continued volume
softness and rising under- and uninsured costs that have resulted
in three consecutive years of operating losses that continue into
fiscal 2013 to date," said Standard & Poor's credit analyst Avanti
Paul.

The rating further reflects S&P's view of GPRMC's:

   -- Small hospital characteristics such as a limited revenue
      base with a growing under- and uninsured population and a
      high reliance on its top 10 physicians;

   -- Trend of utilization softness although volumes in fiscal
      2013 to date have grown;

   -- Continued operating losses and minimal opportunity to lower
      the expense base because several cost controls are already
      in place and have thus made GPRMC reliant on volumes to
      improve operating margins;

   -- Somewhat high debt burden and moderate leverage although S&P
      anticipates that these metrics will slowly improve in the
      absence of debt plans;

   -- Management turnover in the last few years especially with
      the chief financial officer (CFO) position although GPRMC
      has a full chief suite with a new CFO and chief operating
      officer (COO) recruited in 2012; and

   -- Litigation related to a breach of contract for which GPRMC
      is required to pay $650,000 in damages although the hospital
      is appealing the suit.

The stable outlook reflects S&P's view that GPRMC's unrestricted
reserves will remain stable because of minimal capital spending
and will therefore provide a strong cushion for operating
challenges.


GREEKTOWN SUPERHOLDINGS: Moody's Withdraws B3 Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service withdrew all its ratings of Greektown
Superholdings, Inc. The proposed refinancing of Greektown's debt
capital structure, which Moody's assigned ratings to in November
2012, will not be consummated and all issuer and debt instrument
ratings are being withdrawn.

Ratings withdrawn:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$15 million first lien term loan A due 2017 at Ba3 (LGD 1, 1%)

$15 million first lien revolving credit facility expiring 2015 at
B2 (LGD 3, 40%)

$325 million first lien term loan at B2 due 2018 (LGD 3, 40%)

$100 million second lien term loan at Caa2 due 2019 (LGD 5, 89%)

SGL-2 Speculative Grade Liquidity rating


H.J. HEINZ: Fitch Ratings Unaffected by Bershire Buyout
-------------------------------------------------------
The ratings of H.J. Heinz Company, Hawk Acquisition Holding Corp.,
and subsidiaries are unaffected by the change in mix of debt to be
incurred to fund the buyout of Heinz by Berkshire Hathaway, Inc.
and 3G Partners Ltd., according to Fitch Ratings.

The issuance of 7.5-year 2nd lien notes has been upsized to $3.1
billion from $2.1 billion and all term loans will now be dollar-
based. Additionally, following the successful completion of the
consent solicitation for Heinz's existing $931 million of 2039
unsecured notes, the amount of new term loans is expected to be
reduced by a corresponding amount.

Based on Fitch's expectation that the transaction will close in
the third calendar quarter of 2013, subject to shareholder and
regulatory approval, ratings remain as follows:

Hawk Acquisition Holding Corp. (Parent)
-- Long-term Issuer Default Rating (IDR) 'BB-'.

Hawk Acquisition Sub., Inc. (to be merged into H.J. Heinz Co. at
closing);
-- Secured credit facility at 'BB+';
-- 4.25% 2nd lien notes due 2020 at 'BB'.

H.J. Heinz Co.
-- Long-term IDR at 'BB-';
-- Bank facilities at 'BB+';
-- 6.375% senior unsecured notes due 2028 at 'BB-' (co-issued);
-- Short-term IDR at 'B';
-- Commercial paper (CP) at 'B'.

H.J. Heinz Finance Co.
-- Long-term IDR at 'BB-';
-- Bank facilities at 'BB+' (co-borrower);
-- 6.375% senior unsecured notes due 2028 at 'BB-' (co-issued);
-- 6.75% senior unsecured notes due 2032 at 'BB-';
-- 7.125% senior unsecured notes due 2039 at 'BB-';
-- Short-term IDR at 'B';
-- CP at 'B';
-- Series B preferred stock at 'BB-'.

H.J. Heinz Finance UK Plc.
-- Long-term IDR at 'BB-';
-- 6.25% senior unsecured notes due 2030 at 'BB-'.

Fitch expects to withdraw these ratings upon closing of the
transaction:

H.J. Heinz Co.
-- Bank facilities 'BB+';
-- Short-term IDR 'B'.
-- CP 'B'.

H.J. Heinz Finance Co.
-- Bank facilities 'BB+' (as co-borrower).
-- CP 'B';
-- Series B preferred stock 'BB-'.

The Rating Outlook is Stable.

Fitch anticipates that debt financing for the buyout will now
include approximately $9.5 billion of first-priority U.S. term
loans due 2019 and 2020, a $2 billion first-priority revolver (to
be undrawn at time of closing), and $3.1 billion of second-lien
notes due 2020. Equity financing remains unchanged with Berkshire
investing $12.12 billion of equity, inclusive of $8 billion of
preferred equity with warrants, and 3G investing $4.12 billion of
common equity.

Existing debt that will not be refinanced as part of this
transaction (roll over notes) includes: $231 million of 6.375%
notes due 2028, $202 million of 6.25% notes due 2030, $435 million
of 6.75% notes due 2032, and $931 million of 7.125% notes due
2039. As indicated in Heinz's 8K SEC filing on March 13, 2013, the
size of the term loan is being reduced due to the rollover of the
2039 notes. Should any of the rollover notes require equal and
ratable security due to the issuance of the secured debt discussed
above, Fitch could upgrade the rating on the notes accordingly.

The transaction is valued at $28 billion, including the assumption
of $5.3 billion of debt with hedge accounting adjustments at Jan.
27, 2013, and represents roughly 13.0x Heinz's latest 12 months
(LTM) EBITDA of $2.2 billion. The financing terms and expected
capital structure have been reviewed.

KEY RATING DRIVERS:

The rating actions balance Heinz's highly leveraged capital
structure post buyout with its low business risk, above-average
revenue growth, potentially higher operating income as a private
firm, and consistent cash flow generation. 3G has proven its
ability to increase operating profitability and de-lever acquired
firms. Anheuser Busch InBev NV/SA and Burger King Worldwide, Inc.
both experienced significant margin expansion and steady
deleveraging after being acquired by 3G.

Fitch expects Heinz's operating EBITDA growth to exceed the firm's
4%-6% historical average under its new ownership structure due to
the combination of mid-single digit organic revenue growth and
cost reductions. Fitch also believes Heinz is capable of
generating average annual free cash flow (FCF) of more than $200
million over the two years following the buyout, despite a
substantial increase in interest expense and $720 million of
annual preferred dividends. Annual operating cash flow and FCF
averaged $1.2 billion and over $425 million, respectively over the
past 10 years.

Heinz's low business risk and the stability of its operations have
been demonstrated over time as the firm's revenue and operating
earnings held up well during the recent global economic slowdown.
Even with an approximate 30% exposure to pressured European
consumers, the firm has continued to take pricing and grow
volumes. Fitch expects that growth in emerging markets will
continue to outpace that of developed markets with opportunities
to further expand Heinz's core portfolio of meals/snacks,
ketchup/sauces, and infant nutrition around the globe in both
retail and foodservice.

Integrated into the ratings is Fitch's treatment of the $8 billion
9% cumulative perpetual preferred stock (preferred)to be held by
Berkshire. Fitch has classified 50% of the principal as equity and
50% as debt. The terms of the preferred allow for dividend
deferral and provide incentives to issue common equity, which
reduces the company's overall financial risk.

Pro forma total debt adjusted for the equity treatment of these
hybrid securities will approximate $18 billion. Total debt with
equity credit-to-operating EBITDA will exceed 7.5x, up from
roughly $5 billion and 2.4x, respectively for the LTM period ended
Jan. 27, 2013, and will be slightly higher than Fitch had
originally estimated. The upsize of the second lien notes
increases the company initial leverage and provides for additional
liquidity which may lessens the need in the near term to
repatriate overseas cash. Nonetheless, Fitch anticipates that
total debt with equity credit-to-operating EBITDA can decline to
below 6.0x within two to three years of the buyout based on
significant anticipated operating earnings growth and modest debt
reduction.

The ratings also incorporate Heinz's product and geographic
diversification and leading market share positions in major
product categories. Ketchup and sauces represented 45% of fiscal
2012 sales while meals and snacks represented 38%, infant
nutrition represented 11%, and other products represented the
remaining 6%. Heinz generates about two-thirds of its sales
outside the U.S., with emerging markets representing nearly 25% of
the firm's $11.6 billion of revenue.

For the nine months ended Jan. 27, 2013, organic revenue growth
was 3.7% due to 2.1% pricing and 1.6% volume growth. Volume gains
in emerging markets were partially offset by declines in
Continental Europe, Australia, and Italy while pricing increased
across developing markets as well as in Continental Europe and
U.S. food service. Reported operating income increased 9.4% to
$1.28 billion for the nine-month period due to benefits of higher
pricing, volume, and productivity initiatives.

Liquidity, Maturities, Covenants, and Collateral:

Heinz has historically maintained high levels of liquidity with
year-end cash averaging over $1 billion since 2011. Liquidity and
on-going financial flexibility is expected to remain adequate
despite considerable debt levels following the buyout. Heinz will
maintain a $2 billion five-year revolver and is expected to
continue to hold high cash balances as cash flow generation
remains robust. Fitch views the ability to defer $720 million
preferred dividend as being a potential lever equity partners
could pull should there be an unanticipated deterioration in cash
flow and/or liquidity constraints. Berkshire's 50% common equity
stake supports this view.

Solid FCF generation will be enabled by EBITDA growth and the
potential for additional working capital improvement. The $720
preferred dividend is a moderately incremental replacement to the
$650 million of common dividends distributed by Heinz prior to the
buyout. Capital expenditures should also decline modestly as
spending behind Heinz's Project Keystone, a multi-year program to
drive productivity and standardize systems, comes to an end.

Maturities will be limited in the intermediate term, eliminating
refinancing risk should market conditions worsen. Rollover notes
are long dated and debt incurred for the buyout has maturities
five to seven years out. Term loan amortization will be manageable
and financial covenants are expected to be minimal.

In terms of collateral, the first-priority debt will be secured by
a perfected first-priority security interest in substantially all
tangible and intangible property with carve-outs that include
Principal Property as defined by indentures governing rollover
notes. Based on Fitch's interpretation this includes the gross
book value of certain manufacturing, processing plant or
warehouses located in the U.S. Fitch views the value of the
collateral as meaningful as it is substantially based on the value
of Heinz's trademarks; which include namesake Heinz, Ore-Ida, and
Smart Ones. Collateral for junior-lien debt will include a second-
priority security interest in assets securing the first-priority
debt.

RATING SENSITIVITIES:

An upgrade of Heinz's ratings is not anticipated in the near term.
However, faster than expected deleveraging, accelerated top line
growth, and greater than projected cost reductions would be viewed
positively making upward migration in ratings possible. A
commitment to operating with total debt with equity credit-to-
operating EBITDA below 5.0x and continued generations of
meaningful FCF would also be a prerequisite for any upgrades.

Further downgrades could occur if deleveraging is slower than
Fitch expected or total debt with equity credit-to-operating
EBITDA is maintained in the 7.0x range. Failure to achieve cost
reduction targets, weakening organic growth or margin contraction,
or increased debt levels could trigger adverse rating actions. The
inability to generate FCF or a sustained loss of market share in
core product categories would also be viewed negatively.


H.J. HEINZ: S&P Assigns BB Rating to Sr. Secured Credit Facilities
------------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on H.J. Heinz
Co.'s proposed senior secured credit facilities, second-lien
notes, and senior unsecured debt remain unchanged following the
announced changes to the company's capital structure, which
include:

   -- Reducing the senior secured credit facility to $11.5 billion
      from $12 billion.

   -- Reducing term loans to $9.5 billion from $10.5 billion.

   -- All term loans will now be U.S. dollar denominated.

   -- Upsizing the revolver to $2 billion from $1.5 billion.

   -- Upsizing the second-lien notes to $3.1 billion from
      $2.1 billion.  S&P understands that the additional proceeds
      will be set aside as cash for additional liquidity.

   -- Rollover debt will total roughly $1.5 billion from the
      $868 million originally disclosed following H.J. Heinz
      Finance's successful consent solicitation to amend and waive
      its change of control provisions under its 7.125% senior
      unsecured notes due 2039.

The rollover tranches will consist of the following:

   -- $931 million ($628 million carrying value) 7.125% senior
      unsecured notes due 2039;

   -- $231.1 million debentures due 2028;

   -- $202.2 million notes due 2030; and

   -- $435.1 million notes due 2032.

The issue-level rating on the company's now $3.1 billion second-
lien notes due 2020 is 'BB-'.  The recovery rating remains '4',
indicating S&P's expectation for average (30% to 50%) recovery for
second-lien note holders in the event of a payment default.  The
issue-level rating on the company's now $11.5 billion secured
credit facilities remains unchanged at 'BB'.  The recovery rating
remains '2', indicating S&P's expectation for substantial (70% to
90%) recovery for lenders in the event of a payment default.  The
'BBB+' corporate credit rating on Heinz remains on CreditWatch
with negative implications.  On March 12, 2013, S&P indicated that
it would lower the long-term corporate credit rating to 'BB-' and
the short-term rating to 'B' (from 'A-2') following S&P's
resolution of the CreditWatch listing.  The downgrade would
reflect S&P's view that Heinz's financial risk profile will be
'highly leveraged' after its leveraged buyout.  After S&P resolve
the CreditWatch listing, it expects to lower the rating on the
rollover debt to 'BB-' (from 'BBB+') and assign a '4' recovery
rating.

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

RATINGS LIST

H.J. Heinz Co.
Corporate credit rating             BBB+/Watch Neg/A-2
Senior secured credit facilities    BB
   Recovery rating                   2
Senior secured second-lien notes    BB-
   Recovery rating                   4
Senior unsecured                    BBB+/Watch Neg


HAWK ACQUISITION: Moody's Revises Rating on $3.1BB Notes to 'B1'
----------------------------------------------------------------
Moody's Investors Service revised to a definitive B1 from
provisional (P)B1 rating on $3.1 billion of senior secured second-
lien notes being issued by Hawk Acquisition Sub. Inc. in
connection with the proposed $28 billion acquisition of H.J. Heinz
Company. Heinz is being acquired by an investor group consisting
of Berkshire Hathaway and 3G Capital. Moody's also affirmed Hawk's
existing ratings, including its Ba3 Corporate Family Rating and
Ba3-PD Probability of Default Rating. The rating outlook is
stable.

Ratings Rationale:

Hawk has made material changes to its originally proposed closing
capital structure since March 12, 2013 when Moody's assigned the
company's initial ratings; however, these changes did not affect
the ratings. They include i) a $1 billion increase in the size of
the senior secured second-lien note to $3.1 billion from $2.1
billion; ii) elimination of $2 billion proposed sterling
denominated senior secured first-lien debt; iii) a $1 billion
increase in proposed USD senior secured first-lien debt to $9.5
billion from $8.5 billion; and iv) a revision to the rollover
notes to include $931 million face amount of senior unsecured
notes due 2039 and to grant second-lien security interest to $202
million of existing Heinz notes due 2030 equally and ratably with
the new Hawk second-lien notes. The company also increased the
size of a proposed senior secured revolving credit facility, to be
undrawn at closing, to $2 billion from $1.5 billion. All told,
these changes result in $931 million of additional debt and a
corresponding increase in cash balances at closing to
approximately $2.15 billion.

The ratings of H.J. Heinz Company remain under review for
downgrade. These ratings were placed under review on February 14,
2013 following the company's announcement that it had agreed to be
acquired by Berkshire and 3G for $72.50 per share. The transaction
is expected to close in the third quarter of 2013, subject to
Heinz's shareholder approval and regulatory review.

Hawk's Ba3 Corporate Family Rating reflects high financial
leverage that will result from the LBO transaction with 6.7 times
debt/EBITDA anticipated on a reported basis at closing and about
10.4 times debt/EBITDA including $8 billion of preferred stock.
Cash flow metrics are weakened by high interest expense and at
least $720 million of dividends, which Moody's assumes will be
upstreamed annually to service the 9% parent company preferred
stock issued to Berkshire as part of the financing. Moody's takes
into consideration Heinz's strong global franchise and its
attractive future growth opportunities in emerging markets such as
Brazil, Russia, and Indonesia where the company has expanded
profitably in recent years. In addition, Moody's expects that new
and ongoing cost savings initiatives under the new ownership will
be a key driver of earnings growth and financial deleveraging.

Ratings revised:

Hawk Acquisition Sub, Inc. (to be merged into H.J. Heinz Company):

$ 3.1 billion of senior secured second-lien debt at B1 (LGD 5,
77%) from (P)B1.

Ratings affirmed:

Hawk Acquisition Sub, Inc. (to be merged into H.J. Heinz Company):

Corporate Family Rating at Ba3;

Probability of Default rating at Ba3-PD;

$9.5 billion of senior secured first-lien debt at (P)Ba2;

$202 million of assumed senior secured second-lien debt at (P)B1;

$1.6 billion of assumed senior unsecured debt at (P)B2.

The outlook is stable.

The CFR and PDR ratings reflect the proposed capital structure
total debt outstanding at closing of approximately $14.4 billion.
Some debt classes have been assigned provisional ratings because
the final ratings could be affected by any future changes in the
amounts allocated among debt classes between now and closing.

The acquisition plan calls for Hawk Acquisition Sub to be merged
into Heinz at closing with Heinz being the surviving company.
Should the transaction close with the structure as currently
contemplated, Moody's anticipates concluding its review at closing
by lowering to B2 the ratings of any existing senior unsecured
Heinz debt that remains outstanding, and assigning definitive Ba2
ratings to the proposed first-lien debt securities as per the
provisional ratings currently assigned.

Berkshire and 3G are contributing a considerable amount of equity
to the deal, including $4.12 billion each in common equity and an
additional $8 billion invested by Berkshire in the form of parent
company 9% preferred stock. The balance of the financing will
consist of new and assumed debt totaling $14.4 billion.

Moody's expects that 3G Capital will manage the day-to-day
operations of Heinz post-acquisition while Berkshire will be a
passive investor. 3G, an investment firm led by Brazilian
billionaire Jorge Paulo Lemann, has successfully executed cost
reduction programs with other acquisitions, some of which have
been maintained as holdings far longer than the 3-5 year time-
frame often targeted by private equity firms for seeking to exit
an investment.

Moody's notes that the $8 billion of parent-company cumulative
perpetual preferred stock issued to Berkshire, bearing a 9%
coupon, is viewed as being akin to a debt security (Basket "A" or
100% debt like) due to considerations that include a put feature
in 8 years. There are economic incentives to call the security as
early as the first call date on the third anniversary from
closing. This raises the likelihood that the $8 billion of parent-
company preferred stock will be retired ahead of debt holders at
the operating company level. However, Moody's also recognizes that
these securities provide strong loss absorption to more senior
elements of the capital structure, and provide for accruing
dividends as opposed to a mandatory cash dividend -- offering an
element of financial flexibility. For these reasons, Moody's
evaluates the effective leverage of the enterprise as well as the
reported leverage.

The principal methodology used in this rating was the Global
Packaged Goods published in December 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.

Hawk Acquisition Sub, Inc. is a wholly owned subsidiary of Hawk
Acquisition Holding Corporation that was formed solely for the
purpose of acquiring Heinz. Hawk Acquisition Holding Corporation
is equally controlled by Berkshire Hathaway and 3G Capital. Upon
completion of the merger, Hawk Acquisition Sub will cease to exist
as a separate entity.

Headquartered in Pittsburgh, PA, H.J. Heinz Company is a leading
marketer and producer of branded foods in ketchup, condiments,
sauces, meals, soups, snacks and infant foods. Key brands include
Heinz Ketchup, sauces, soups, beans, pasta and infant foods, Ore-
Ida French Fries and roasted potatoes, Smart Ones meals and
Plasmon baby food. For the last twelve month period ended January
2013, Heinz generated sales of approximately $11.7 billion. Heinz
operates in over 200 countries and employs 32,000 people
worldwide.


HOWREY LLP: Partners' Settlement Sought to Avoid Litigation
-----------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that some former partners of Howrey LLP have agreed to spend the
next several months in settlement talks to avoid litigation over
the defunct law firm's 2011 collapse.

WSJ related that under a deal filed Wednesday in the U.S.
Bankruptcy Court in San Francisco, several attorneys -- including
Howrey's former chairman, Robert Ruyak -- won't face any
litigation until at least Sept. 30.  The deal, the report adds,
aims to permit the former Howrey partners time to amicably resolve
any liability they may face as a result of the firm's March 2011
dissolution, which was followed by the firm's Chapter 11
bankruptcy filing.

Allan B. Diamond, the court-appointed bankruptcy trustee who will
lead the settlement talks, declined to comment Thursday on the
specific claims that may exist against the former partners, WSJ
said.  However, past law-firm bankruptcies offer several
possibilities.

WSJ noted that Mr. Diamond has already filed six lawsuits this
month against former partners to recover payments made when a
company was struggling.  In the lawsuits, filed with the U.S.
Bankruptcy Court in San Francisco, Mr. Diamond claimed the firm
paid millions of dollars to its partners even when it was
struggling with declining revenue during an economic downturn that
hit many law firms hard.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


INTRALINKS INC: Poor Performance Cues Moody's to Lower CFR to B2
----------------------------------------------------------------
Moody's Investors Service downgraded IntraLinks, Inc.'s corporate
family rating to B2 from B1 and probability of default rating to
B3-PD from B2-PD. Moody's also downgraded the company's
Speculative-Grade Liquidity rating to SGL-3 from SGL-2. The
ratings outlook is stable.

The downgrade reflects IntraLinks' earnings and cash flow
deterioration in 2012 as a result of significant costs incurred to
turn around decelerating revenue growth, and Moody's expectations
of a slow recovery in the next 12 to 24 months. IntraLinks'
management-adjusted EBITDA declined 44% in 2012 driven by roughly
flat revenue performance and headcount increases. Moody's expects
modest free cash flow and weak interest coverage in 2013 as the
company makes additional investments in new product development
and infrastructure.

The SGL-3 rating reflects the company's weaker liquidity due to
approaching revolver and term loan maturities.

Downgrades:

Issuer: IntraLinks, Inc.

Corporate Family Rating, to B2 from B1

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

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

Affirmations:

$15 million First Lien Senior Secured Revolving Credit Facility
due 2013, at B1 (to LGD2-28% from LGD3-30%)

$75 million ($135 million original amount) First Lien Senior
Secured Term Loan due 2014, at B1 (to LGD2-28% from LGD3-30%)

Ratings Rationale:

IntraLinks' B2 Corporate Family Rating reflects the deterioration
in the company's operating performance, execution risks associated
with returning to revenue and earnings growth, modest cash
generation, weak interest coverage, small operating scale and
narrow product offerings. The rating also incorporates Moody's
view that while IntraLinks has a leading position and a long
operating history as a pure-play provider of secure online
workspaces, the virtual data room market is a niche market with
low barriers to entry, and competitive threats from new and
existing market participants are increasing. Although IntraLinks'
revenues have somewhat diversified over time, both geographically
and by end-market vertical, the rating also considers the
company's high concentration of transaction-driven revenues within
the volatile financial services vertical.

The stable outlook reflects Moody's expectations of flat to
slightly declining earnings performance in 2013 and adequate
liquidity, including modestly positive free cash flow, sizeable
cash balances and a refinancing of the company's maturities in a
timely and economical manner.

The ratings could be downgraded if the company experiences further
material revenue and earnings deterioration or sustained negative
free cash flow, or if it fails to refinance debt maturities in a
timely and economical manner. Additionally, a deterioration in
liquidity, adverse legal or regulatory developments, debt-financed
dividends or share buybacks, or transforming acquisitions that
raise financial and execution risks could pressure the ratings.

The ratings could be upgraded if IntraLinks achieves sustained
revenue, EBITDA and cash flow growth as a result of successful
efforts to grow market share. An upgrade would require the
expectation of a good liquidity profile, including consistent
solid free cash generation, as well as interest coverage sustained
above 2 times (EBITDA-CapEx)/interest expense.

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

IntraLinks, Inc. is a leading provider of online workspaces that
enable businesses to securely collaborate, communicate and
exchange information inside and outside the enterprise security
firewalls. IntraLinks reported revenues of approximately $217
million for the fiscal year ended in December 2012.


KEMET CORP: Continuing Losses Prompt Moody's to Lower CFR to Caa1
-----------------------------------------------------------------
Moody's Investors Service downgraded KEMET Corp.'s Corporate
Family Rating  to Caa1 from B2 and the Probability of Default
Rating  to Caa1-PD from B2-PD based on Moody's expectation that
KEMET's liquidity will be pressured by maturing liabilities and
negative free cash flow due to the interest burden and continued
operating losses at the Film and Electrolytic segment.

Concurrently, Moody's downgraded the rating of KEMET's Senior
Notes to Caa1 from B2. Reflecting the weak liquidity, Moody's
lowered the liquidity rating to SGL-4 from SGL-2. The outlook is
stable.

Ratings Rationale:

The Caa1 CFR reflects Moody's belief that liquidity pressure could
emerge over the next year as Moody's expects both significant near
term financial liabilities and negative free cash flow due to the
high interest burden and the weak Film and Electrolytic segment.
These near term financial liabilities include the remaining
payments on the Niotan acquisition, payments on the $24 million
advance from an OEM ("OEM Advance"), and the possibility that NEC
could exercise its option to put to KEMET its remaining shares in
NEC-Tokin ("NEC Put"), which could cause a significant drain on
KEMET's cash as early as November 2014. The rating also reflects
the highly cyclical nature of the capacitors industry as a whole
and KEMET's limited share in both the ceramic and F&E market
niches, which limits pricing power. Supporting the rating is
KEMET's strong market position in the tantalum capacitors niche.
The Caa1 rating on the Senior Notes reflects the unsecured
structure and the limited amount of secured debt structurally
senior to the Senior Notes.

The stable outlook reflects Moody's expectation that through its
restructuring efforts KEMET will stabilize the business to reverse
the trend of cash consumption, such that KEMET will generate
positive free cash flow.

The rating could be downgraded if Moody's believes that KEMET will
be unable to stabilize the business to reverse the trend of cash
consumption. The rating could also be downgraded if KEMET does not
address its weak liquidity position over the next year. Moody's
may downgrade the rating if Moody's believes that cash is on-
course to decline below $50 million.

The rating could be upgraded if KEMET's restructuring efforts
indicate progress in reducing the cost base without compromising
KEMET's competitive position and business conditions improve, with
growing revenues and sustained positive free cash flow (FCF), such
that the ratio of FCF to debt (Moody's adjusted) is sustained
above the low single digits percent. Moreover, Moody's would
expect that KEMET will have built liquidity sufficient to cover
the cash needs posed by the remaining payments on the Niotan
purchase price and the OEM Advance, as well as the potential
exercise of the NEC Put, leaving at least $50 million of cash in
excess of these potential near term demands.

The following ratings were changed:

Downgrades:

Issuer: KEMET Corporation

  Probability of Default Rating, Downgraded to Caa1-PD from B2-PD

  Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
  SGL-2

  Corporate Family Rating, Downgraded to Caa1 from B2

  Senior Unsecured Regular Bond/Debenture May 1, 2018, Downgraded
  to Caa1 from B2

  Senior Unsecured Regular Bond/Debenture May 1, 2018, Downgraded
  to a range of LGD4, 54 % from a range of LGD4, 52 %

The principal methodology used in this rating was the Global
Semiconductor Industry Methodology published in December 2012 and
the Speculative Grade Liquidity Ratings published in September
2002. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors. KEMET generated revenues of $851 million for
the latest twelve months ended December 31, 2012.


LARRY G. McCLENDON: Springfield Judgment Not Dischargeable
----------------------------------------------------------
BOBBY J. SPRINGFIELD Plaintiff, v. LARRY G. McCLENDON Defendant,
Adv. Proc. No. 11-4152 (Bankr. E.D. Tex.), seeks a determination
of the dischargeability of the debt owing by Larry G. McClendon to
Bobby J. Springfield.  Mr. McClendon was the president and sole
shareholder of NIA Insurance Agency, Inc. and NIA Asset Protection
Group, Inc.  Mr. Springfield served as Chief Financial Officer for
NIA Insurance from 2003 through December 2007.

In a March 21, 2013 Findings of Fact and Conclusions of Law
available at http://is.gd/b6tm8ifrom Leagle.com, Bankruptcy Judge
Bill Parker in Sherman, Texas, ruled that the judgment debt of
$341,000, plus the awarded pre-judgment and post-judgment
interest, is excepted from discharge "as a debt for a willful and
malicious injury to another entity or to the property of another
entity pursuant to 11 U.S.C. [Sec.] 523(a)(6)."

In December 2007, Mr. McClendon accused Mr. Springfield of theft
and, as president of NIA Insurance, terminated the Plaintiff's
employment.  On Jan. 8, 2008, NIA, at the direction of Mr.
McClendon, sued Mr. Springfield for theft and conversion in a
lawsuit brought before the 162nd Judicial District Court of Dallas
County, Texas.  Mr. Springfield filed a counterclaim against NIA
and a third party petition against Mr. McClendon in his individual
capacity.  After trial in March 2011 and based on a jury verdict,
the 162nd Judicial District Court entered judgment on Nov. 11,
2011:

     (a) that the NIA Entities take nothing against Springfield
for the alleged breaches of fiduciary duty and the alleged
violations of the Texas Theft Liability Act; and

     (b) in favor of Mr. Springfield and against Mr. McClendon on
his third party defamation claims in the amount of $341,000, with
pre-judgment interest at 5% from Jan. 8, 2008 to the date
preceding judgment, court costs, and with post-judgment interest
thereon at the rate of 5% per annum.

On Jan. 30, 2012, Mr. McClendon confirmed a Chapter 11 plan of
reorganization.  On May 22, 2012, an order was entered in Mr.
McClendon's Chapter 11 case allowing Mr. Springfield's proof of
claim in the unsecured amount of $341,000.  The Order, which
governs only distributions pursuant to the confirmed plan,
specified that it had no effect upon the parties' respective
claims and defenses regarding non-dischargeability as asserted in
the adversary proceeding.

Mr. Springfield contends Mr. McClendon is precluded from
challenging the legitimacy of its claim arising from the Judgment
through the principles of collateral estoppel and that its claim
is non-dischargeable as a willful and malicious injury under
11 U.S.C. Sec. 523(a)(6).


LEE BRICK & TILE: Plan Disclosures Hearing Continued to April 11
----------------------------------------------------------------
The hearing to consider approval of the disclosure statement
explaining Lee Brick & Tile Company's Plan of Reorganization will
be continued to April 11, 2013, at 11:00 AM.

The Debtor's Plan of Reorganization groups claims into 11 classes
of creditors.  The first three classes relate to costs of
administration and priority claims under the Bankruptcy Code, and
the treatment of each is governed by specific provisions of the
Bankruptcy Code.  Classes 4 through 8 relate to classes that are
treated as secured creditor classes.  Class 9 relates to the
Unsecured Deficiency Claim of Capital Bank.  Class 10 relates to
allowed unsecured creditor claims while Class 11 relates to
Shareholder Interests.

Payments provided under the terms of the Plan will be made from
those monies remaining after satisfaction of Class 1, Class 2, and
Class 3, and after debt service payments as otherwise provided in
the Plan, and after payment of normal operating expenses and
retention of sufficient operating reserve of the Reorganized
Debtor, derived from the following sources:

   (i) the Debtor's Cash on Hand at Effective Date;

  (ii) net sale proceeds from any other Retained Assets designated
       for sale as provided in the terms of the Plan;

(iii) revenues from the business operations of the Reorganized
       Debtor;

  (iv) net proceeds from the Debtor's collection of accounts
       receivable and tax refunds, if any;

   (v) net proceeds from recoveries of Designated Litigation, if
       any, and

  (vi) voluntary capital contributions from shareholders or loans
       from a shareholder(s) made on a basis subordinate to the
       interests of Class 4, 5, 6, 7, 8, 9, and 10 allowed claims.

Capital Bank, N.A., formerly known as NAFH National Bank,
successor by merger with Capital Bank, has filed an Objection to
the Plan, which separately classifies Capital Bank's claim into
secured and unsecured portions. The Plan proposes to allow Capital
Bank a Class 4 Secured Claim in the amount of $8,500,000 and a
Class 9 Unsecured Deficiency Claim in the amount of $4,895,490.39.
Each class sets forth alternative repayment proposals for the
Secured Claim and the Unsecured Claim.

Capital Bank objects to treatment of its claim for the following
reasons:

    (1) The Plan improperly prefers equity holders.

    (2) The Plan is not feasible.

    (3) The Plan does not provide Capital Bank with as much as
        Capital Bank would receive under a liquidation.

    (4) The Plan improperly classifies the Unsecured Claim.

    (5) The Plan is not fair and equitable to Capital Bank.

    (6) The Plan has not been proposed in good faith.

                          About Lee Brick

Sanford, North Carolina-based Lee Brick & Tile Company filed a
bare-bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04463)
on June 15, 2012, in Wilson on June 15, 2012.

Lee Brick -- http://www.leebrick.com/-- began its operations in
1951 after Hugh Perry and 10 local businessmen from Lee County
decided three years prior to invest in the business of
brickmaking.  In the late 1950's Hugh Perry bought out the
investing partners, making Lee Brick a solely owned and operated
family company.  Hugh Perry named his son Frank president in 1970,
which he served until 1999 and currently serves as CEO.  Since
1999 Don Perry succeeded his father and serves as the company's
president.  Frank Perry, along with his sons Don and Gil, and
brother-in-law JR (rad) Holton have helped guide the family
business through revolutionary changes in brick manufacturing that
few people in the ceramic industry could have ever anticipated.

Judge Randy D. Doub presides over the case.  Kevin L. Sink, Esq.,
at Nicholls & Crampton, P.A., serves as the Debtor's counsel.  The
petition was signed by Don W. Perry, president.

The Debtor, in its amended schedules, disclosed $27,851,968 in
assets and $14,136,003 in liabilities as of the Chapter 11 filing.
In the original schedules, the Debtor scheduled $27,851,968 in
assets and $14,135,140 in liabilities.  Lender Capital Bank is
owed $13.0 million, of which $6.5 million is secured.


LIGHTHOUSE IMPORTS: Beaver to Close Purchase in Early April
-----------------------------------------------------------
Joseph J. Luzinski, senior vice president of Development
Specialists, Inc. and Daniel J. Stermer, a consultant with the
company, announced the court-approved sale of Toyota dealership
Lighthouse Imports LLC, in St. Augustine, Fla.

DSI secured a stalking horse bid from Michael D. Beaver, owner of
Beaver Toyota in Santa Fe, New Mexico.  No other bids came close
to the $18.7 million offer from Beaver, which includes $10 million
of value for goodwill and other intangible assets such as customer
lists, marketing materials, etc.

"The initial stalking horse bid was so good that no other parties
exhibited interest in overbidding that offer," said Mr. Luzinski,
who is the court appointed chief restructuring officer.  Added
Mr. Stermer: "This bidder hit the ball out of the park on the
first swing in an effort to secure the purchase of the
dealership."

Mr. Luzinski said he anticipates quickly preparing and filing a
plan of reorganization that should provide a distribution to
approved creditor claims.  The purchase is expected to close in
early April.

On Oct. 24, 2012 Lighthouse Imports filed a voluntary petition for
Chapter 11 bankruptcy protection.  The company listed $9.38
million in assets and $10 million to $50 million in liabilities.

Lighthouse, which does business as St. Augustine Toyota/Scion,
owns a six-car showroom in St. Johns County, Fla., selling new
Toyota and Scion cars and pre-owned vehicles.  The business has
continued to operate and serve customers uninterrupted during the
Chapter 11 process.

The debtor acquired the dealership in September 2007 for
approximately $12 million and spent another $16 million on its
sales and service center.  In late 2009, the debtor was faced with
several financial setbacks as a result of the recession.  The
problems were further exacerbated by the tsunami in Japan that
interrupted the supply chain for Toyota dealers, according to
court documents.

In 2011, the debtor entered into a management agreement with
Werner TSA LLC.  Werner infused $1.2 million into the dealership
in anticipation of creating a joint ownership, but that plan was
rejected by the lender and the bankruptcy court removed Werner as
the management company.

Joseph J. Luzinski has managed the Miami, Fla. office for more
than two decades.  During this time, he has been involved with a
number of significant engagements both within and outside of
formal reorganizations.  He has considerable experience in
restructuring businesses in numerous roles as Chapter 11 Trustee,
Chapter 7 Trustee, Chief Restructuring Officer, Chief Financial
Officer, President, Director, Financial Advisor, Interim Manager,
Receiver, Assignee for the Benefit of Creditors, Plan Agent,
Liquidating Agent and Plan Trustee.

Daniel J. Stermer joined DSI in 2009, bringing with him more than
20 years of experience in the private and public sector.  He
served as an assistant attorney general for the Florida Department
of Legal Affairs in the Economic Crimes Litigation Unit.  He also
has served as special assistant to the United States Attorney in
the Southern District of New York assigned to the Organized Crime
Unit and as an assistant district attorney with the Bronx County
District Attorney's Office.  He currently serves as receiver for
numerous high-profile companies.

                    Development Specialists

DSI -- http://www.dsi.biz-- is a provider of management
consulting and financial advisory services, including turnaround
consulting, fiduciary roles, financial restructure, litigation
support, wind-down oversight and forensic accounting services.
Clients include business owners, corporate boards of directors,
financial services institutions, secured lenders, bondholders,
unsecured creditors and creditor committees.

                     About Lighthouse Imports

Based in St. Augustine, Florida, Lighthouse Imports, LLC, dba
Toyota of St. Augustine, filed for Chapter 11 protection on
Oct. 24, 2012 (Bankr. M.D. Fla. Case No. 12-14459).  Judge Karen
S. Jennemann presides over the case.  R. Scott Shuker, Esq., at
Latham, Shuker, Eden & Beaudine, LLP, represents the Debtor.  The
Debtor scheduled assets of $9,864,450 and liabilities of
$24,727,794 as of the Petition Date.

Joseph J. Luzinski, senior vice president in the Miami office of
Development Specialists, Inc., serves as Chief Restructuring
Officer of the Debtor.

The Debtor operates a franchised Toyota motor vehicle dealership
on real property owed by LHT Real Estate, LLC, an entity
affiliated  with the Debtor.


LSP ENERGY: Creditors Unanimously Accept Chapter 11 Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of LSP Energy LP unanimously voted in favor
of the company's Chapter 11 plan.  A confirmation hearing is
slated for March 25.

The Debtor sold the business in December to South Mississippi
Electric Power Assn. for $272.6 million.

According to the report, under the Plan, unsecured creditors with
$42.9 million claims were told to expect a recovery of 32%.  The
plan entails full payment in cash to holders of $221.3 million in
secured bonds.  As a result of a settlement on the bondholders'
additional claim for premature payment, the holders will receive
15.2% on the $80 million in what's known as a make-whole claim for
early repayment of debt.

                         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.


LYON WORKSPACE: Stalking Horse Bids Due Today
---------------------------------------------
Bankruptcy Judge Janet S. Baer in Chicago will hold a hearing on
April 16 at 10:00 a.m. to consider approval of the sale of Lyon
Workspace Products LLC's assets.

On Feb. 27, the Court approved the procedures and timeline that
will govern the asset sale.  The Court's order set the preliminary
bid deadline -- the deadline for submitting stalking horse bids --
to March 21.

On March 20, the Debtors, in consultation with the Secured Lenders
and the Official Committee, determined that it is in the best
interest of the estate to extend the Preliminary Bid Deadline for
submission of potential stalking horse bids to today, March 25, at
4:00 p.m.

Competing bids are due April 4.  Lenders under the Debtors'
November 2007 credit agreement with Capital One Leverage Corp., as
agent; as well as the lenders under the Debtors' postpetition
secured financing are deemed qualified bidders.  Capital One is
also the agent to the DIP lenders.

If bids are timely received, the Debtors will hold an auction
April 15 at 10:00 a.m. at the Chicago offices of Perkins Coie LLP.
The sale hearing is set for April 16 at 10:00 a.m.

Objections to the sale are due seven days prior to the Sale
hearing.

The assets to be sold include all operating assets of Lyon
Workspace Products LLC and its affiliated debtors, including all
real property along with warehouse leases.  The Debtors will offer
to sell the assets, together or separately, to one or more
bidders.

According to a Bloomberg News report, there's no buyer under
contract.

Lyon Workspace Products is funding the Chapter 11 proceedings with
the use of cash collateral of their pre-bankruptcy lenders led by
Capital One, and postpetition debt extended by lenders also led by
Capital One.  On Feb. 27, the Court issued a final order
authorizing the Debtors to incur postpetition debt and grant
adequate protection and provide security and other relief to
Capital One.

The DIP Lenders have committed to provide up to $22.3 million in
finacing.

As of the bankruptcy filing date, the Debtors owe the prepetition
lenders not less than $18.2 million.  The Debtors agree that the
value of the lenders' interest in the prepetition collateral was
not less than $19.5 million.  The prepetition lenders, however,
may seek a higher valuation of the collateral.

The Final Order provides that all proceeds from sales or other
dispositions of all or any portion of the Aggregate Collateral
will be remitted to Capital One.

                     About Lyon Workspace

Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- is a
manufacturer and supplier of locker and storage products.  It has
400 full-time employees, 53% of whom are salaried employees.  The
weekly payroll is $200,000.  Eight percent of the employees are
members of the Local Union No. 1636 of the United Steelworkers of
America, A.F.L.-C.I.O.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

Counsel to the DIP lender Capital One Leverage Finance Corp is
Dimitri G. Karcazes, Esq. -- dimitri.karcazes@goldbergkohn.com --
at Chicago-based Goldberg Kohn Ltd.  Cole Taylor Bank is
represented by Martin W. Salzman, Esq. -- msalzman@hmblaw.com --
at Horwood Marcus & Berk Chartered.


LYON WORKSPACE: Committee Hiring Sugar Felsenthal, Protiviti
------------------------------------------------------------
The U.S. Trustee in Chicago last month appointed an official
committee of unsecured creditors in the Chapter 11 case of Lyon
Workspace Products, L.L.C.

The committee is represented by Aaron L. Hammer, Esq., and
Christopher Horvay, Esq. -- ahammer@sugarfgh.com and
chorvay@sugarfgh.com -- at Sugar Felsenthal Grais & Hammer LLP.
Protiviti, Inc., serves as financial advisor to the Committee.
Sea Port Group Securities, LLC, serves as the Committee's
investment banking consultant.

The Committee members are:

          1. Cardinal Packaging Products, LLC
             c/o Julie Wancket
             300 Exchange Dr., Suite A
             Crystal Lake, IL 60014

          2. Miller Metals Service Corp.
             c/o Brian Miller
             2400 Bond St.
             University Park, IL 60484

          3. Barsteel Corporation
             c/o Stuart Barnett
             484 Central Ave, Suite 201
             Highland Park, IL 60035

          4. Master Lock Company LLC
             c/o Jim Adelman
             137 W. Forest Hill Ave.
             Oak Creek, WI 53154

          5. Premier Resource Group, LLC
             c/o Pat Murley
             835 McClintock Drive, Suite 100
             Burr Ridge, IL 60527

Premier's previous representative in the case was Brian Dougherty.

                     About Lyon Workspace

Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- is a
manufacturer and supplier of locker and storage products.  It has
400 full-time employees, 53% of whom are salaried employees.  The
weekly payroll is $200,000.  Eight percent of the employees are
members of the Local Union No. 1636 of the United Steelworkers of
America, A.F.L.-C.I.O.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

Counsel to the DIP lender Capital One Leverage Finance Corp is
Dimitri G. Karcazes, Esq. -- dimitri.karcazes@goldbergkohn.com --
at Chicago-based Goldberg Kohn Ltd.  Cole Taylor Bank is
represented by Martin W. Salzman, Esq. -- msalzman@hmblaw.com --
at Horwood Marcus & Berk Chartered.


MADISON HOTEL: Hearing on Lender's Plan Set for April 9
-------------------------------------------------------
Bankruptcy Judge Martin Glenn will convene a hearing April 9 at
10:00 a.m. to consider confirmation of the Second Modified Third
Amended Joint Plan of Reorganization proposed for Madison Hotel
LLC.  The Plan was filed by the secured lender 62 Madison Lender
LLC.

Judge Glenn approved the explanatory disclosure statement filed by
62 Madison Lender in an order dated Feb. 22.  Voting on the Plan
expired March 22.  Objections to confirmation of the lender's Plan
were due March 25.

By order dated Sept. 25, 2012, the Court found that the Plan
Proponent's allowed secured claim was $23,549,732 as of Aug. 23,
2012, inclusive of legal fees and expenses as of June 30, 2012.
The Plan Proponent asserts that, since that time, interest and
legal fees have continued to accrue.

Madison Lender acquired the secured debt from Textron Financial
Corporation, which entered into a building loan and project loan
agreement with the Debtor. Textron sought appointment of a
receiver for the hotel property after the Debtor defaulted on the
loans in late 2009.

Madison Lender is represented by:

          Jeffrey D. Ganz, Esq.
          Steven E. Fox, Esq.
          RIEMER & BRAUNSTEIN LLP
          Times Square Tower
          Seven Times Square, Suite 2506
          New York, NY 10036

                          Competing Plans

On Feb. 1, Express Service Capital, Inc., which purports to be the
largest unsecured creditor of Madison Hotel, filed a third amended
Chapter 11 plan and disclosure statement that is predicated on the
sale of the Debtor's assets at an auction and the appointment of a
Liquidation Trustee that will, among other things, oversee the
auction process.

62 Mad LLC is an entity formed to acquire the Debtor's Property.
Graves Hospitality Corporation is one of its managing members.
This entity, with no relation to the Debtor or to Express,
executed an asset purchase agreement to open the auction with an
initial bid of $25.4 million.

On the Confirmation Date, the Liquidating Trustee will be
appointed to administer the Plan and Estate. The Trustee will have
the exclusive right sell property of the estate, enter into
contracts for the Sale of the Property, retain professionals,
pursue Causes of Action, review and possibly object to Claims and
make Distributions. The Trustee will determine whether to
terminate or retain the services of the Receiver for the hotel,
and operate the Property, using the current management company,
pending the closing of the Sale of the Property. The Plan also
provides for the continuation of adequate protection payments to
Madison Lender through the closing of the Sale.

Express said its Claim constitutes more than 91% of all of the
Debtor's unsecured debt.  With an unsecured claim of more than
$4,100,000, Express said it has a considerable stake in the
Debtor's Chapter 11 Case and represents the overwhelming interest
of unsecured creditors in maximizing the value to be returned to
unsecured creditors.

Because Express believes that the Liquidating Trustee will enter
into a stalking horse sale agreement, the Plan provides for
estimated distributions to General Unsecured Claims of roughly
30%, which could be increased if a higher sales price is obtained
at the Auction.  Absent a stalking horse sales agreement, there
can be no certainty that a price for the Property will be obtained
that will result in a distribution to General Unsecured Creditors.
Express believes that the treatment of General Unsecured Claims
under the Plan provides Holders of such Claims with greater value
compared to what they would receive in a chapter 7 case.

A copy of the disclosure statement explaining Express's Plan is
available at http://bankrupt.com/misc/MADISONHOTEL_ExpressDS.pdf

Madison Hotel also filed its own plan of reorganization on
July 31, 2011, attempting to reorganize both the Debtor and
Madison Hotel Owners LLC, the shell company created for the
purpose of owning the hotel.  Owners is a debtor in a separate
Chapter 11 case. Following objections by Madison Lender to the
disclosure statement, the Debtor filed an amended plan on Oct. 19,
2011, and a Second amended plan on Dec. 9, 2011.

Madison Lender filed a joint plan on April 18, 2012.  A second
version of the Plan was filed May 25, following the Debtor's
objection to Madison Lender's second amended disclosure statement.
The second amended plan was never confirmed, and Madison Lender
filed its third amended plan on Sept. 5, and the modified third
amended plan on Oct. 12.

Madison Lender's modified third amended disclosure statement was
approved by the Court at a hearing held on Jan. 17, 2013.  At that
hearing the Court also directed the Madison Lender and the Debtor
to provide certain due diligence information to the proposed
Stalking Horse Bidder under Express' Plan.  The information was
requested from the Madison Lender, the Debtor and the Receiver on
numerous occasions.

               IRS Wants Case Dismissed or Converted

In January, the United States of America, on behalf of the
Internal Revenue Service, sought dismissal of Madison Hotel's
Chapter 11 proceedings or conversion of the case to a liquidation
in Chapter 7.  James Nicholas Boeving, the Assistant United States
Attorney -- James.N.Boeving@usdoj.gov -- argued that the Court
should grant dismissal or conversion of the case because the
Debtor has failed to file federal income tax returns for multiple
tax years, has a federal tax balance due and owing, and has failed
to pay post-petition taxes.

The IRS filed a Proof of Claim on Nov. 21, 2011, in the amount of
$293,221 for estimated tax liabilities.  Of this amount, $292,221
is an unsecured priority claim stemming from the Debtor's failure
to pay FICA and FUTA taxes from 2008 to 2011.  The remaining
$1,000 is a general unsecured claim deriving from the Debtor's
failure to file partnership taxes.

                       About Madison Hotel

Madison Hotel LLC is the owner and operator of "The MAve Hotel", a
boutique hotel located at 62 Madison Avenue, New York. The hotel
is 12 floors and has 72 rooms. Madison Hotel Owners, LLC, owns
100% of the membership interests of Madison Hotel, LLC.  They
estimate the value of the hotel property at $32 million.

Prepetition, after a building loan with Textron Financial
Corporation went into arrears, a foreclosure action was commenced,
and a receiver appointed.   The receiver continued to operate the
hotel postpetition.

Madison Hotel, LLC, based in New York, filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 11-12560) on May 27, 2011.
Judge Martin Glenn presides over the case.  Mark A. Frankel, Esq.,
at Backenroth Frankel & Krinsky, LLP, serves as bankruptcy
counsel.  In its schedules, the Debtor disclosed $33.6 million in
assets and $26.1 million in liabilities as of the Chapter 11
filing.

Madison Hotel Owners LLC filed its own chapter 11 petition,
separate from Madison Hotel LLC's case, on May 16, 2011.  Neither
Owner's chapter 11 case, nor any claims or equity interests
involved in Owner's chapter 11 case, are treated under the terms
of Express' Plan.

To date, an unsecured creditors committee has not been appointed
in Madison Hotel LLC's case.


MF GLOBAL: MFG Assurance Asks Court to Amend D&O Costs Order
------------------------------------------------------------
MFG Assurance Company Limited asked U.S. Bankruptcy Judge Martin
Glenn to amend his order dated March 7, 2012, which authorized the
company's payment of defense costs pursuant to its insurance
policy for the year May 31, 2010 to May 31, 2011.

The request, if approved by the bankruptcy judge, would allow MFG
Assurance to pay $750,000 to Joseph Welsh, and another $255,464 to
satisfy outstanding defense costs.

Mr. Welsh was formerly associated with MF Global Inc., and is one
of the defendants in class action lawsuits who were accused of
manipulating the trading market in platinum and palladium futures.

A court hearing is scheduled for April 18.  Objections are due by
April 11.

                          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.


MOSS FAMILY: Court Okays Employment of Beachwalk Realty as Broker
-----------------------------------------------------------------
Moss Family Limited Partnership and Beachwalk, L.P. obtained
permission from the U.S. Bankruptcy Court to employ Beachwalk
Realty LLC as broker to sell property at 101 Cottage Camp,
Michigan City, Indiana.  The Debtors said in court filings it is
in the best interest of the estate to liquidate the asset.

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors.  The Debtor disclosed $6,609,576 in assets
and $6,299,851 in liabilities as of the Chapter 11 filing.


MOSS FAMILY: Wants to Hire David Ambers as Special Counsel
----------------------------------------------------------
Moss Family Limited Partnership and Beachwalk, L.P., seek
permission from the U.S. Bankruptcy Court to employ David Ambers
as special counsel.

David Ambers will perform legal work required to represent the
Debtors' interest in relation to issues with the sanitary
district, planning commission and other general local government
entities.  David Ambers has no connection to the Debtor, except
that it acts as counsel before the bankruptcy filing.  David
Ambers' current hourly rate is $200.

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors.  The Debtor disclosed $6,609,576 in assets
and $6,299,851 in liabilities as of the Chapter 11 filing.


MTS LAND: US Trustee, Secured Creditor Object to Plan Disclosures
-----------------------------------------------------------------
The U.S. Trustee and US Bank National Association, a secured
creditor, objected to the disclosure statement explaining MTS
Land, LLC, and MTS Golf, LLC's Second Amended Joint Plan of
Reorganization complaining inadequate information.

Specifically, the U.S. Trustee objects to the exculpation
provisions contained in the Second Amended Disclosure Statement,
complaining that the exculpation provisions did not justify the
Debtors' need for such provisions.

US Bank complains that the Second Amended Disclosure Statement
fails to adequately describe the current state of the
administrative expenses of the estates; fails to describe what, if
any, efforts were made to obtain exit financing; fails to explain
how the Court can adjudicate the homeowners' non-bankruptcy
substantive rights through the plan confirmation process; does not
address the elements the Debtors must satisfy to substantively
consolidate their estates; and does not provide for treatment of
US Bank's claim in the event of an election under Section 1111(b)
of the Bankruptcy Code.

Under the Second Amended Joint Plan of Reorganization, there will
be two exit loans.  The first exit loan will be secured by a first
lien on the approximately 68 acres of real property nestled at the
base of Camelback Mountain senior in priority to the Restated USB
Loan and Restated Hertz Loan in an amount not to exceed
$6,860,000.  The second exit loan will be secured by a lien on the
Real Property junior to the Restated USB Loan and Restated Hertz
Loan in an amount not to exceed $1,170,000.

The Second Amended Plan continues to impair certain classes of
creditors although it promises 100% recovery to all classes.  All
Creditors with Allowed Claims will be paid the amount of their
Allowed Claims in full through the Plan.

Further, under the Second Amended Plan, MTS Golf will be merged
and consolidated into MTS Land, as the Reorganized Debtor.  MTS
Land's existing articles of organization, by-laws, and operating
agreement will continue in effect following the Effective Date,
except to the extent that those documents are amended in
conformance with the Plan or by proper governance action after the
Effective Date.

                          About MTS Land

MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Calif.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Lawyers at
Gordon Silver serve as the Debtors' counsel.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.

According to the disclosure statement in support of their First
Amended Chapter 11 Plan of Reorganization that was filed mid-
January, debtors MTS Land, LLC, and MTS Golf, LLC, have a 100%
payment plan notwithstanding that the plan impairs certain classes
of creditors.  The disclosure statement in support of their Second
Amended Chapter 11 Plan, filed in mid-February, contemplates an
$8.8 million exit financing and continues to propose a 100% payout
for creditors.


NATIONSTAR MORTGAGE: S&P Affirms 'B+' ICR After $200MM Add-On
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
rating on Nationstar Mortgage LLC's senior unsecured notes due
2021.  At the same time, S&P affirmed its 'B+' issuer credit
rating on Nationstar.  The outlook is stable.

The rating action followed Nationstar's announcement that it will
issue an additional $200 million add on to the $400 million senior
unsecured notes issued in February.  The proposed issuance will
provide long-term financing for the firm's recently announced
acquisition of MSRs from Bank of America for loans with an unpaid
principal balance of $215 billion.  S&P looks at the company's
leverage measures, with and without the warehouse facility (which
requires little equity support).  Pro forma for the debt issuance,
S&P expects leverage, measured as debt (outside the warehouse) to
EBITDA, will remain below 2X, which S&P considers good for the
rating.

The equity raised through the March 2012 IPO added about
$250 million of equity, enhancing Nationstar's capital position.
Additional ratings support comes from the firm's low credit risk
and favorable market conditions.

"Very rapid growth, however, poses operational and financial risks
that will limit the rating through 2013," said Standard & Poor's
credit analyst Stephen Lynch.  Nationstar raised about
$775 million of senior unsecured debt in 2012 to fund acquisitions
of MSRs.

In addition to its large MSR purchases, management has also grown
the firm's complementary loan origination program.  S&P believes,
however, that most of the risk resides with bringing aboard
servicing responsibility for thousands of new loans.

Furthermore, market funding for MSRs, which can have volatile
valuations or become illiquid in adverse markets, is a long-term
challenge.

"The stable outlook reflects S&P's view of Nationstar's improved
earnings and strong strategic position, which the operational and
financial risks from the firm's very rapid growth counteract,"
said Mr. Lynch.

Nationstar continues to fund the growth of its portfolio primarily
through borrowing.  Although S&P's forecasted measure of leverage
remains good for the rating (debt/adjusted EBITDA of 2x excluding
warehouse obligations), there is little ratings upside potential
while the company grows at this rapid pace given S&P's concern
about potential operational challenges.


NAVISTAR INC: S&P Rates $700 Million Secured Loan Due 2017 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issue rating to Navistar Inc.'s proposed $700 million secured loan
due 2017.  The issue rating is two notches above the 'B' corporate
credit rating on parent company Navistar International Corp.
(Navistar).  The recovery rating on this issue is '1', indicating
that S&P expects very high (90%-100%) recovery in the event of
default.  Navistar Inc. is a core subsidiary of Navistar,
comprising its domestic and Canadian operations.  Furthermore,
Navistar guarantees the new debt issue.

The existing $1 billion term loan--rated 'B+'--is being refinanced
by the new issue and a planned $300 million unsecured issue.  S&P
will withdraw its rating on the $1 billion term loan once the
transaction closes.

The corporate credit rating on the Illinois-based truck maker
reflects, among other things, challenges in revamping its product
line, following the Environmental Protection Agency's rejection of
its proprietary engine technology; slowing industry and military
demand; and Navistar's substantial debt burden, including large
underfunded postretirement obligations.  S&P views the company's
business risk as "weak" and its financial risk as "aggressive".

RATINGS LIST

Navistar International Corp.
Corporate Credit Rating           B/Negative/--

New Rating

Navistar Inc.
$700 mil secured loan due 2017    BB-
  Recovery Rating                  1


NEENAH ENTERPRISES: S&P Assigns Prelim. 'B' CCR; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' corporate credit rating to Neenah, Wisc.-based
iron castings and forged components manufacturer Neenah
Enterprises Inc.  The outlook is stable.

At the same time, S&P assigned preliminary 'B' issue-level and '3'
recovery ratings to the company's $150 million term loan B.  The
'3' recovery rating indicates S&P's expectation of meaningful (50%
to 70%) recovery for debtholders in the event of a payment
default.

"The ratings reflect our opinion that Neenah has a "vulnerable"
business risk profile, which incorporates the highly competitive
and cyclical industry in which it operates," said Standard &
Poor's credit analyst Lawrence Orlowski.  The ratings also reflect
an "aggressive" financial risk profile, which incorporates a
material level of leverage.  Although commercial-truck demand
has recently softened, S&P believes the company will continue to
improve its operations and this should support results in the face
of slower demand.  Moreover, S&P believes a strengthening
municipal market should help improve overall performance.

By competing in the municipal and industrial markets, Neenah
realizes some revenue diversity.  The company manufactures iron
castings and forged components for the municipal, heavy truck,
agricultural, construction, and heating, ventilation, and air
conditioning (HVAC) industries. Municipal castings include manhole
frames, storm drains, trench castings, and decorative tree grates.
Industrial castings have a wide variety of applications, notably
engine heads and blocks for the heavy-duty truck market.  The
municipal market represents about 25% of fiscal sales, heavy-duty
truck 33%, HVAC 5%, construction and agriculture 23%, and other
13%.  The company has eight plants composed of 2,170 employees
capable of casting 347,000 tons of iron annually.

"We expect sales in 2013 to be up about 3%, following 2012 sales
growth of 18.6%.  We expect commercial-vehicle production in North
America to be flat or slightly negative in 2013, which will likely
hurt sales growth, in our view.  Truck freight tonnage, a key
indicator for truck demand overall, but particularly for heavy-
duty Class 8 trucks, rose 0.6% sequentially in February after
increasing 1% in January 2012.  Year over year, truck freight
tonnage was up 4.2%.  Separately, we expect economic activity,
especially demand for housing, to drive the municipal market.  In
2013 we forecast real GDP growth in the U.S. of 2.7% versus 2.2%
in 2012.  We expect housing starts to rise 23% in 2013," S&P said.

Neenah has niche positions in highly cyclical and competitive
metal casting markets.  The casting industry is fragmented, highly
capital-intensive, and subject to volatile demand, customer
pricing pressures, and fluctuations in raw material prices.
Neenah reports that current casting capacity for all eight plants
is 347,000 tons, yet the company only shipped 232,000 tons in
2012.  The company's Dalton and Deeter facilities have utilization
rates in the mid-50% area, and the Neenah plant had about a 75%
utilization rate for 2012.  S&P believes the current level of its
manufacturing utilization versus its peers is a key reason for its
lower profitability.  For example, Neenah's Standard & Poor's
adjusted EBITDA margin for fiscal year ending September 2012 was
9.1%, compared with Grede at 12.3%.  S&P expects 2013 EBITDA
margin for Neenah to be above 9%.

The stable rating outlook reflects S&P's expectation that Neenah
can maintain leverage below 5x and generate positive free
operating cash flow in the year ahead because S&P believes the
strengthening municipal market should help offset softening demand
for commercial vehicles in North America.

Although unlikely to occur in the coming year, a successful
realization of operating improvements and a strengthening demand
in its commercial vehicle market could result in a higher rating
if S&P believed the company could keep leverage below 4x on a
sustained basis.  Moreover, S&P would expect the company to
generate solid positive free cash on a sustained basis.

S&P could lower the rating if free operating cash flow generation
turns negative for consecutive quarters and significantly
decreases liquidity, or if debt to EBITDA, including S&P's
adjustments, exceeds 5x.  For example, S&P estimates that debt to
EBITDA could reach this threshold if the company's gross margins
fell below 12% and revenue declined 10%.  This could be because of
deeper-than-expected weakness in the North American commercial
vehicle demand, resulting in lower production.


O&G LEASING: Sterne Agee Objects to Plan Confirmation
-----------------------------------------------------
Sterne, Agee & Leach, Inc., objects to the confirmation of O&G
Leasing, et al.'s Second Amended Plan of Reorganization,
complaining that (a) the Plan is not confirmable because it
purports to enjoin it from asserting any administrative claim in
the Chapter 11 Cases, in violation of the Declaratory Judgment Act
and the Federal Rules of Bankruptcy Procedure; (b) it proposes to
provide a non-debtor release to First Security Bank, as indentur
trustee, that far exceeds what is permissible under binding Fifth
Circuit precedent and that disregards the binding arbitration
clause in the parties? own agreement; and (c) it would not afford
Sterne Agee an opportunity to take discovery on whether the
proposed Plan was proposed in good faith, particularly with
respect to any negotiations between First Security, on the one
hand, and the Debtors, on the other.

First Security, in response to Sterne Agee's plan confirmation
objection, argues that Sterne Agee is not entitled to
administrative expense claim for a substantial contribution
because, not being a creditor in the Debtors' bankruptcy cases, it
lacks standing to assert a claim for "substantial contribution"
under Section 503(b)(3)(D).

                         About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholy-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
tArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.

The Company filed for Chapter 11 bankruptcy protection on May 21,
2010 (Bankr. S.D. Miss. Case No. 10-01851).  Douglas C. Noble,
Esq., at McCraney, Montagnet Quin & Noble, PLLC, in Ridgeland,
Mississippi, assists the Debtor in its restructuring effort.  BMC
Group, LLC, serves as the Debtor's voting agent.  The Debtor
estimated $10 million to $50 million in assets and $50 million to
$100 million in debts.

Performance filed a separate petition for Chapter 11 relief
(Bankr. S.D. Miss. Case No. 10-01852) on May 21, 2010.
Performance estimated assets and debts of between $1,000,000 and
$10,000,000 in its petition.

The Debtors filed a plan of reorganization in early January 2013
contemplating payment in full of all allowed claims.  Secured and
unsecured claims will be paid from Cash on hand and revenues
generated from operations from and after the Effective Date.  The
interest in O&G will be canceled, and the Holder of such Interest
will not receive a distribution under the Plan.


OCALA FUNDING: Taylor Trustee Moves to Implement Pact w/ Banks
--------------------------------------------------------------
Peg Brickley at Daily Bankruptcy Review reports that the trustee
wrapping up the affairs of fraud-riddled mortgage lender Taylor
Bean & Whitaker Mortgage Corp. has asked a judge to cement a deal
with banks that's part of the Chapter 11 plan of a Taylor Bean
finance vehicle, Ocala Funding LLC.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean to purchase
loans originated by TBW and selling the loans to third parties,
Freddie Mac.  In furtherance of this structure Ocala raised money
from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp.
and other financial institutions, as secured lenders through sales
of asset-backed commercial paper.  Ocala disclosed $1,747,749,787
in assets and $2,650,569,181 in liabilities as of the Chapter 11
filing.

Taylor Bean was forced to file for Chapter 11 relief (Bankr. M.D.
Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of
fraud by Taylor Bean's former CEO Lee Farkas and other employees.
Mr. Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

Ocala holds 252 mortgage loans with an unpaid balance of $42.3
million as of May 31, 2012.  The Debtor also holds five "real
estate owned" properties resulting from foreclosures.  The Debtor
also holds $22.4 million in proceeds of mortgage loans previously
owned by it that are on deposit in an account in the Debtor's name
at Regions Bank.  It also has an interest in $75 million in cash,
consisting of proceeds of mortgage loans previously owned by the
Debtor, that are in an account maintained by Bank of America, N.A.
as prepetition indenture trustee for the benefit of the
Noteholders.  The Debtor also holds a claim in the current amount
of $1.6 billion against the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over Ocala's case.  Proskauer Rose
LLP and Stichter, Riedel, Blain & Prosser, serve as Ocala's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OCALA SHOPPES: Court Approves Hiring of Jennis & Bowen as Counsel
-----------------------------------------------------------------
Shopping center owner The Ocala Shoppes LLC obtained court
permission to employ the law firm of Jennis & Bowen, P.L., as
counsel.

The Troubled Company Reporter reported on Jan. 16, 2013, that the
firm's David Jennis and Chad Bowen would assume primary
responsibility as lead bankruptcy counsel.  A third member of the
firm, Suzy Tate, will also assist in providing legal services to
the Debtor, as appropriate.

J&B's current hourly rates range from $100 to $150 for paralegals
and $200 to $425 for attorneys.

J&B says it's a disinterested party and does not hold or represent
any interest adverse to the estate.

                      About The Ocala Shoppes

The Ocala Shoppes LLC, owner and operator of the Market Street at
Heath Brook shopping center on Southwest College Road in Ocala,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-00125) on Jan. 7, 2012, in Tampa.

The open-air shopping center has 560,000 square feet of retail
space and 70,000 square feet of offices.  Tenants are Dillard's
Inc., Dick's Sporting Goods Inc., and Barnes & Noble Inc.  Ocala
is about 100 miles (160 kilometers) north northeast of Tampa.

Secured lender Bank of America NA obtained an order from state
court in August directing tenants to send rent checks to the bank.

In its petition, the Debtor estimated assets and debts of
$50 million to $100 million.

David S. Jennis, Esq., Chad Bowen, Esq., and Suzy Tate, Esq., at
Jennis & Bowen, P.L., serve as counsel.

Judge Michael G. Williamson presides over the case.


OCALA SHOPPES: Can Hire Holliday Fenoglio as Real Estate Broker
---------------------------------------------------------------
The Ocala Shoppes LLC sought and obtained court permission to
employ Holliday Fenoglio Fowler, L.P., a licensed real estate
brokerage company, in connection with Debtor's efforts to sell the
Market Street at Heath Brook.

The Debtor owns and operates the Market Street at Heath Brook,
which is located at 4414 Southwest College Road, at the
intersection of Interstate 75 and State Road 200 in Ocala,
Florida. The Property is an open air "lifestyle" shopping center
and office complex with a total built space owned by Debtor of
approximately 391,880 square feet. In addition to the Market
Street at Heath Brook, the Property also includes all other
parcels controlled by Debtor.

HFF will be the Debtor's exclusive agent.  HFF's Commission
Schedule is:

   a. Sale of the Property is less than $10,000,000.00: 2.50% of
      the Gross Sale Price. Notwithstanding, the minimum
      Commission shall be $175,000.00.

   b. Sale of the Property is greater than $10,000,000.00: 2.00%
      of the Gross Sale Price. Notwithstanding, the minimum
      Commission shall be $250,000.00.

   c. Sale of the Property is greater than $20,000,000.00: 1.50%
      of the Gross Sale Price. Notwithstanding, the minimum
      Commission shall be $350,000.00.

   d. Sale of the Property is greater than $30,000,000.00: 1.25%
      of the Gross Sale Price. Notwithstanding, the minimum
      Commission shall be $450,000.00.

A reduced fee in the amount of $60,000.00 will be due and payable
to HFF in connection with any sale or other conveyance of the
Property, or of Debtor's rights, title, interests therein and
thereto, if the Property is acquired by Bank of America through a
credit bid or otherwise.

HFF does not hold or represent any interest adverse to Debtor's
bankruptcy estate and is a "disinterested person."

                      About The Ocala Shoppes

The Ocala Shoppes LLC, owner and operator of the Market Street at
Heath Brook shopping center on Southwest College Road in Ocala,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-00125) on Jan. 7, 2012, in Tampa.

The open-air shopping center has 560,000 square feet of retail
space and 70,000 square feet of offices.  Tenants are Dillard's
Inc., Dick's Sporting Goods Inc., and Barnes & Noble Inc.  Ocala
is about 100 miles (160 kilometers) north northeast of Tampa.

Secured lender Bank of America NA obtained an order from state
court in August directing tenants to send rent checks to the bank.

In its petition, the Debtor estimated assets and debts of
$50 million to $100 million.

David S. Jennis, Esq., Chad Bowen, Esq., and Suzy Tate, Esq., at
Jennis & Bowen, P.L., serve as counsel.

Judge Michael G. Williamson presides over the case.


OFFICEMAX INC: S&P Withdraws 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' corporate
credit rating on Naperville, Il.-based OfficeMax Inc. at the
issuer's request.  The 'B-' corporate credit rating reflected
S&P's assessment of the company's financial risk profile as
"highly leveraged" and its business risk profile as "vulnerable."
There no material rated debt issues outstanding.


OPPENHEIMER HOLDINGS: S&P Cuts ICR to B on Weak Operating Results
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on Oppenheimer Holdings Inc. and ratings on the
company's senior secured notes to 'B' from 'B+'.  The outlook is
stable.

"Our rating on Oppenheimer Holdings Inc. is based on the company's
weak financial profile as a result of its low profitability, low
interest coverage, and high debt leverage metrics," said Standard
& Poor's credit analyst Sebnem Caglayan.  "Recent events have
caused the company to use significant amounts of liquidity, which,
in our view, is a negative rating factor."

"Our assessment reflects the company's regulatory and legal
settlements, which require the firm to buy back considerable
amounts of auction-rate securities (ARS) from its clients.  The
settlement requiring such buy-backs is limited based on the
company's financial performance, and the remaining ARS clients
hold has been reduced by 90% since that market failed in 2008.
The repurchase obligation dampens the company's liquidity, in our
view, although issuer redemptions of ARS may reduce this
obligation for the company in the next few years.  Oppenheimer's
narrow funding base and its key-man risk -- the potential
overreliance on one or a few individuals within the management
team -- are also negative rating factors.  We also believe that
the company needs to strengthen its regulatory/litigation risk
management.  However, the firm's adequate capital base and its
diverse revenue stream partially offset these limitations," S&P
noted.

The stable outlook reflects S&P's expectation that Oppenheimer's
operating results, interest coverage, and leverage ratios will
remain consistent with the 'B' rating category.  "Although we
believe the significant costs associated with ARS, compensation,
litigation, and debt servicing will continue to constrain
Oppenheimer's ability to accumulate cash flows from operations,
S&P views it as unlikely that Oppenheimer's financial performance
will rapidly deteriorate from current levels in the face of more
stable capital markets," said Ms. Caglayan.

S&P could lower the rating if the company's long-term debt-to-
EBITDA ratio exceeds 6.0x and EBITDA-to-long-term debt interest
falls below 2.0x.  In addition, if the adjusted net assets-to-ATE
multiple increases significantly to more than 10.0x, S&P could
also lower the rating.  S&P could raise the rating if the company
resolves its ARS issues, improves its profitability significantly,
and starts consistently generating free cash flow to aid its weak
liquidity position.  Additionally, S&P could raise the rating if
interest coverage increases to above 3.5x and leverage drops to
below 3.5x on a sustainable basis.


ORMET CORP: Aluminum Producer Schedules Auction for May 13
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ormet Corp. will hold an auction on May 13 to
determine whether the bid from current lender and part owner
Wayzata Investment Partners LLC is the best offer to purchase the
business.

The report relates that under auction and sale procedures approved
last week by the U.S. Bankruptcy Court in Delaware, competing bids
are due initially by May 8.  There will be a hearing on May 15 to
approve a sale.

Wayzata received final approval from the bankruptcy court on
March 22 to finance the Chapter 11 effort with a $30 million term
loan and a $60 million revolving credit that replaces an existing
facility.

Ormet will be reacquired by Wayzata in exchange for the bankruptcy
loans and $130 million of an existing term loan, assuming there
are no higher offers.  Wayzata will also pay some expenses of the
Chapter 11 case.

                         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.


OTELCO INC: Files for Chapter 11 with Prepack Plan
--------------------------------------------------
Otelco Inc. and 16 affiliated Debtors filed for Chapter 11
protection (Bankr. D. Del. Case No. 13-10593) on March 24, 2013.

Otelco filed for chapter 11 in order to implement its "pre-
packaged" financial restructuring plan -- a plan that already has
been accepted by 100% of the Company's senior lenders, as well as
holders of over 96% in dollar amount of Otelco's senior
subordinated notes who cast ballots.  Otelco's restructuring plan
will strengthen the Company by deleveraging its balance sheet and
reducing its overall indebtedness by approximately $135 million.

Otelco will maintain normal day-to-day business operations and
continue to provide its customers with quality services throughout
the restructuring.  The Company's plan provides for suppliers and
vendors to be paid in full during and after the restructuring
process and for employees to continue to receive their usual pay
and benefits.

Because of the overwhelming support Otelco's plan has received
from both its secured and unsecured creditors (including holders
of the Company's IDS units), Otelco anticipates that the Company
will be able to complete its financial restructuring at the end of
the second quarter of 2013.

"Our proposed plan represents the best possible outcome for the
Company and our IDS unit holders, and I am gratified that our
stakeholders have expressed their support in overwhelming
numbers," stated Michael Weaver, CEO of Otelco.  "Our focus will
now be on quickly implementing the restructuring with no impact on
our day-to-day operations." Implementation of the restructuring
plan and other relief is subject to court approval, regulatory
approvals and other customary closing conditions.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Partners.  The
restructuring counsel for the administrative agent for the senior
lenders is King & Spalding LLP and its financial advisor is FTI
Consulting.

Otelco Inc. is a wireline telecommunication services provider in
Alabama, Maine, Massachusetts, Missouri, New Hampshire, Vermont
and West Virginia.

BankruptcyData relates that the Plan provides for:

   -- Each holder of the senior secured term loan claims will
receive its pro rata share of (i) term loan obligations of the
Company under the new senior secured credit facility of not more
than $142 million, maturing on April 30, 2016; (ii) a cash payment
of no less than $20 million and (iii) the New Class B Common Stock
representing 7.5% of the total economic and voting interest in
reorganized Otelco,.

  -- Allowed senior secured revolving loan claims, as amended,
will be reinstated, with availability of up to $5 million,
pursuant to the new senior secured credit facility agreement and
each holder of the Company's outstanding subordinated notes to
receive a pro rata share of the New Class A Common Stock.

   -- Allowed general unsecured claims will be reinstated and paid
in full, provided, that, if holders of Class 5 subordinated notes
claims vote to reject the Plan, holders of allowed general
unsecured claims shall receive a cash payment equal to 40.5% of
the allowed amount of such general unsecured claim.

   -- All of the Company's existing equity interests will be
cancelled.


OZ GAS: Plan Disclosures Denied, Directed to Mediate with RBS
-------------------------------------------------------------
The Hon. Thomas P. Agresti, Chief Judge of the U.S. Bankruptcy
Court for the Western District of Pennsylvania denied approval of
the disclosure statements explaining the Plans of Reorganization
for Oz Gas, Ltd., Great Plains Exploration, LLC, and John D. Oil
and Gas Company.

During a hearing held on March 7, counsel for the Debtors conceded
that the Disclosure Statements were not in a position to be
approved.  He then asked for an additional period of time to allow
for the possibility of reaching a meeting of the minds with RBS
Bank, N.A., the Debtors' largest secured creditor, whose assent to
any plan is potentially crucial.  The Debtor's counsel raised the
possibility of a mediation as a means to that end.  RBS, according
to court documents, was initially skeptical of the idea but became
more receptive after the Court suggested that the principal of the
Debtors, Richard Osborne, who is a guarantor of the Debtors' debt,
would be required to provide an audited individual net worth
statement.  The Debtors also expressed some frustration with
obtaining current information from RBS related to the amount of
RBS' claim.

Accordingly, Judge Agresti extended the exclusive period for the
Debtors to propose and solicit acceptances of their plan until
April 22, subject to these conditions:

   -- on March 21, the Debtors will provide RBS an audited
      individual net worth statement, effective March 1, 2013, for
      Mr. Osborne and RBS will provide to the Debtors a detailed
      statement of its claims against the Debtors as of March 1,
      2013; and

   -- on April 8, 2013, the Debtors and RBS will have commenced
      and concluded a mediation to resolve their differences.

The Debtors' Disclosure Statements provided the following
treatment of claims:

   * Class 1 consists of the Priority Claims. The Priority Claims
     will receive payment in full within 60 days of the Effective
     Date.

   * Class 2 consists of the secured claim of RBS. The Debtor will
     make interest-only payments on the allowed claim over a five
     year term with interest at two percent per annum, and repay
     the entire principal balance with a balloon payment at the
     end of the term.

   * Class 3 consists of all other secured creditors. Unless the
     Debtor and the claimant agree to different treatment, the
     holders of Allowed Class 3 claims will be reamortized to the
     remaining length of the contract, plus sixty months, with
     interest accruing at the contract rate.

   * Class 4 consists of all Allowed General Unsecured Claims
     against the Debtor. Unless the Debtor and the holder of any
     such allowed claim agree to a different treatment, each
     holder of an Allowed Class 4 Claim will receive 90% of its
     claim, paid in cash, within one year of the Effective Date.

   * Class 5 consists of all Equity Interests in the Debtor. The
     Equity Interest owners will retain their interests in the
     Debtor.

The Plans also proposed that, on the Effective Date, all entities
will be conclusively presumed to have released the Debtor,
including all present and former members, and their attorneys,
accountants, and advisors, from any claim or cause of action based
on, arising from, or in any way connected with the Chapter 11
Cases.  The Plans further proposed that RBS will be deemed to have
released Mr. from any personal guaranty on account of the
obligations of the Debtor to RBS.

A full-text copy of the Disclosure Statement dated Jan. 10, 2013,
is available for free at http://bankrupt.com/misc/OZGASds0110.pdf

RBS objected to the approval of the Disclosure Statements
complaining that the Debtors seek to pay unsecured creditors from
RBS collateral, effectively stripping RBS' liens and purporting to
replace them with an illusory promise to repay secured debt many
years later when the assets of the Debtors have been materially
depleted.  RBS also complained that the Debtors have improperly
attempted to include third-party releases that will preclude it
from enforcing judgments it has obtained against Mr. Osborne.

The U.S. Trustee also objected to the Disclosure Statements
complaining that they did not contain adequate information with
regards to the total amount of the debt and the claimants in each
class of claims.  The U.S. Trustee further complained that nowhere
in the Disclosure Statement has the Debtor provided information
regarding the projected increase in gross revenues upon which the
Plans are premised.

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

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

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

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

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

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


PACE UNIVERSITY: Moody's Affirms Ba1 Rating on Revenue Bonds
------------------------------------------------------------
Moody's Investors Service affirmed its Ba1 rating on Pace
University's Series 2005A and 2005B Revenue Bonds issued by the
Dormitory Authority of the State of New York. The outlook is
stable. Moody's expects to withdraw the rating on the bonds
following the redemption scheduled on April 1, 2013.

Ratings Rationale:

The Ba1 rating and stable outlook is based on Pace University's
large size, improving student market niches, modestly improved
operating cash flow, and excellent locations in NYC area, all of
which only partly compensate for extremely poor liquidity and a
weak balance sheet that requires the university to undertake large
seasonal cash flow borrowing. These collective attributes leave
the university especially vulnerable to another economic downturn.
The liquidity and balance sheet factors are clearly inconsistent
with an investment grade rating, especially in light of potential
new borrowing plans over next few years.

Management improvements in recent years are slowly enhancing the
university's credit position, but rapid improvement is dependent
on far stronger philanthropic support from the board and other
donors. Moody's does not expect such support to be demonstrated
unless major new donors are recruited to the board. In addition to
bonded debt and a seasonal operating line, Pace has substantial
operating lease commitments bringing comprehensive debt to $308
million, virtually equal to the university's $312 million in
revenue. Through the issuance of the Series 2013 bonds the
university has materially reduced its exposure to variable rate
debt, achieved an attractive cost of long term capital and has
eliminated its interest rate swap exposure and related potential
demands on liquidity.

Challenges:

- Weak liquidity relative to expense base with FY 2012 monthly
liquidity of $33 million covering a thin 41 days of cash expenses.
Pace continues to rely on a Bank of America drawdown note facility
on which it had $46 million outstanding as of June 30, 2012.
Unrestricted liquidity without the operating funds from the note
would be negative as measured on June 30, although reliance on the
note for operations has been gradually reducing over time, a trend
with decent prospects to continue. During FY 2013 Pace will have
nothing drawn on the line for 21 weeks.

- Very thin unrestricted financial resources relative to debt and
operations. Even after adding back the large post-retirement
health benefit liability ($88.0 million as of June 30, 2012)
expendable financial resources were still negative, measuring -
$9.8 million.

- Extremely high dependence on student charges comprising 89.3%
of operating revenues in FY 2012, among the highest of all rated
universities with more than $100 million in revenue.

- Very weak fundraising performance -- average gifts per student
are exceptionally low for a private university of its size,
highlighting the inability of the board and management to generate
adequate donor support to aid resource growth, program investment,
and capital investment.

- Sizeable and growing operating lease commitments with indirect
debt of $150 million as of FYE 2012. The majority of operating
lease expense is related to student housing facilities which
generate auxiliary revenue.

- Large other post-employment benefit liability (OPEB) depresses
net assets of $88 million as of June 30, 2012, resulting in
increasingly negative unrestricted financial resources and
escalating cash expenses over the coming years.

Strengths:

- A large comprehensive university in Manhattan and Westchester
County, Pace has a highly favorable location, which management is
taking better advantage of in recent years. The university is
attracting more non-local students and building a growing niche in
performing arts and nursing, while also planning for consolidated
operations in Westchester. Pace offers a diverse array of
undergraduate, graduate, and professional programs, including
schools of nursing, business, and law. In fall 2012, the
university enrolled 10,485 full-time equivalent (FTE) students, up
6.5% from the recent low in fall 2007 when various enrollment
management missteps drove a decline in enrollment.

- Management reports show continued momentum in revenue growth
from student charges, with unaudited FY 2013 figures showing an
expected near 10% increase in net tuition revenue. This reflects a
much improved marketing and enrollment management strategy, as
well as regional economic improvement since the 2008-09 financial
crisis.

- Management has improved financial controls and planning after a
long period spanning more than a decade where such fundamental
credit attributes were decidedly subpar. Management has
demonstrated a stronger commitment to improved operating
performance and careful liquidity tracking, allowing Pace to
record a positive operating margin in FY 2012 (1.8%) for the
fourth consecutive year, with similar results expected for FY
2013. However, the operating cash flow margin of 7.0% is still far
below the median of 13.2% for large Baa rated private
universities.

Outlook:

Moody's stable outlook reflects expectation of successful
enrollment management efforts yielding increasing net tuition
revenue, healthy cash flow from operations, careful management of
expenses and gradual increases in liquid resources and reduced
reliance on the operating note program. In the absence of improved
liquidity or cash flow performance, a substantial increase in debt
could pressure the rating.

What Could Make the Rating Go Up?

Significant growth and maintenance of unrestricted liquidity
through retained surpluses, increased revenue diversity and donor
support combined with further strengthening of operating
performance and student market position.

What Could Make the Rating Go Down?

Substantial future borrowing to fund capital projects;
deterioration of unrestricted liquidity; sustained deterioration
in operating performance including declining net tuition revenue.

Methodology

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


PACIFIC THOMAS: Ch. 11 Trustee Can Hire Buchalter Nemer as Counsel
------------------------------------------------------------------
Kyle Everett, the Chapter 11 Trustee in the bankruptcy case of
Pacific Thomas Corporation, sought and obtained a court order
authorizing him to employ Buchalter Nemer, P.C., as his general
bankruptcy counsel, nunc pro tunc as of January 17, 2013.

Buchalter Nemer will be:

   a. Assisting, advising, and representing the Trustee in his
      administration of the case;

   b. Assisting, advising, and representing the Trustee in his
      analysis of the Debtor's assets and liabilities,
      investigating the extent and validity of liens, and
      participating in, reviewing, and consummating any proposed
      asset sales, other asset dispositions, financing
      arrangements and cash collateral stipulations or
      proceedings;

   c. Assisting, advising, and representing the Trustee concerning
      executory contract and unexpired lease assumptions,
      assignments and rejections and lease restructurings and
      recharacterizations;

   d. Assisting, advising, and representing the Trustee in
      investigating the acts, conduct, assets, liabilities, and
      financial condition of the Debtor, the Debtor's operations
      under Chapter 11 of the Bankruptcy Code and the desirability
      of the continuance of any portion of such operations;

   e. Assisting, advising, and representing the Trustee in his
      participation in negotiating, formulating, and drafting of
      any plan of reorganization and related documents;

   f. Preparing on behalf of the Trustee all necessary and
      appropriate applications, motions, draft orders, other
      pleadings, notices, schedules and other documents, and
      reviewing reports to be filed in the case;

   g. Advising the Trustee concerning, and preparing responses to,
      applications, motions, pleadings, notices and other papers
      that may be filed by other parties in the case;

   h. Advising the Trustee regarding his ability to initiate
      actions to collect and recover property;

   i. Assisting the Trustee in reviewing, estimating and resolving
      claims asserted against the Debtor's estate, if appropriate;

   j. Providing non-bankruptcy legal services for the Trustee to
      the extent requested by the Trustee; and

   k. Performing all other necessary and appropriate legal
      services in connection with the case for or on behalf of
      the Trustee.

Buchalter will be paid at its hourly rates, which may change from
time to time.

The Trustee believes that Buchalter is a "disinterested person,"
as defined in Section 101(14) of the Bankruptcy Code and as
required by Section 327(a) of the Bankruptcy Code.

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Calif. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C.  The petition was
signed by Jill V. Worsley, COO, secretary.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PATRIOT COAL: Expands EY LLP Services to Include 2013 Financials
----------------------------------------------------------------
Patriot Coal Corporation, et al., ask the Bankruptcy Court for
authorization to expand the employment and retention of Ernst &
Young LLP as independent auditor to provide additional audit
services pursuant to the terms and conditions of the additional
engagement letter dated as of Feb. 26, 2013, nunc pro tunc to
Feb. 26, 2013.

In addition to the audit services to auditing and reporting on
Patriot's consolidated financial statements and internal control
of financial reporting as of Dec. 31, 2012, Ernst & Young,
pursuant to this supplemental application, will provide these
additional services:

  * 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 each of its Form 10Q's for 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: U.S. Trustee Says 7 CERP Participants are "Insiders"
------------------------------------------------------------------
Patriot Coal Corporation, et al., tells the Bankruptcy Court that
they were informed by the Office of the United States Trustee that
the U.S. Trustee intended to object to their motion for authority
to implement a Chapter 11 incentive plan and a critical employee
retention plan on the basis that, in the U.S. Trustee's view,
seven (7) CERP Participants are "insiders" and that the proposed
retention payments to such participants do not comply with Section
503(c) of the Bankruptcy Code.

The seven (7) participants at issue are:

   (i) Vice President ? Associate General Counsel & Corporate
       Secretary;
  (ii) Senior Vice President - Operations WV North Region;
(iii) Senior Vice President - Operations WV South Region;
  (iv) Vice President & Treasurer,
   (v) Vice President - Safety;
  (vi) Vice President - Investor Relations; and
(vii) Senior Counsel.

The Debtors disagree with the U.S. Trustee's position that the
seven participants at issue are insiders, but have modified the
proposed compensation plans to eliminate CERP payments for such
individuals and to increase their incentive compensation
opportunities under the 2013 AIP by the amount of the withdrawn
CERP payments.  The Debtors say the U.S. Trustee agrees that no
aspect of the proposed compensations, as modified, is subject to
Section 503(c) of the Bankruptcy Code, but that the U.S. Trustee
reserves its rights regarding whether the the proposed
compensation plans satisfy Section 503(c)(3() of the Bankruptcy
Code pending the complete presentation of evidence.

A hearing to consider the motion for authority to implement the
compensation plans had been scheduled for March 18, 2013, at 1:00
p.m

As reported in the TCR on Feb. 14, 2013, the Debtors are seeking
approval of a Chapter 11 incentive and a critical employee
retention plan.  Some 225 employees, who comprise approximately 5%
of the Debtors' workforce, are eligible to participate in the 2013
annual incentive plan, the cost of which would total at most
$875,000 for each six-month performance period.  On the other
hand, the critical employee retention plan will benefit 119 of the
Debtors' non-insider employees, which comprise less than 3% of the
Debtors' workforce.  The maximum cost of the CERP totals
approximately $5.2 million.

                        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: 7 Members Appointed to Non-Represented Retiree Panel
------------------------------------------------------------------
Pursuant to 11 U.S.C. Section 1114, Paul A. Randolph, the
Assistant U.S. Trustee for Region 13, has appointed the following
creditors of Patriot Coal Corporation, et al., to the committee of
non-represented retirees of the Debtors:

      1. Harold D. Green
         P.O. Box 75
         Foster, WV 25081

      2. James R. Gillenwater
         #9 MacCorkle Avenue
         S. Charleston, WV 25303

      3. John D. Knabb
         526 Main Street
         Madison, WV 25130

      4. Richard Hampton
         980 Cleveland School Rd.
         Beckley WV 25801

      5. Elizabeth A. Wills
         3742 Coal River Rd
         Arnett, WV 25007

      6. Danny R. Spratt
         331 2nd St. W
         Madison, WV 25130

      7. Mike Phipps
         200 Briarwood Lane
         Beaver, WV 25813

                        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: UMMA/UMMA Funds Object to Proposed AIP/CERP Plans
---------------------------------------------------------------
The United Mine Workers of America (UMWA), which claims to
represent over 1700 of Patriot Coal Corporation, et al.'s
employees, comprising 42% of the Debtors' overall workforce, and
about 60% of Patriot's hourly work force, objects to the Debtors'
motion for authority to implement a Chapter 11 incentive plan and
a critical employees retention plan for certain employees of the
Debtors, citing that:

1. The plans are prohibited by 11 U.S.C. Section 503(c)(1) because
they reward corporate insiders with retention bonus payments, and
are not "ordinary course" transactions.

2. Patriot has not shown that either program is necessary -- that
it faces serious attrition, or that the program targets are
sufficiently challenging to be true incentives.

3. Patriot has not justified the personnel selected for bonuses
even when not insiders.

4. Given the imminence of a motion seeking to deprive workers and
retirees of their livelihood under Sections 1113 and 1114, the
programs are enormously inequitable.

The United Mine Workers of America 1974 Pension Trust and the
United Mine workers of America 1993 Benefit Plan (together, the
"UMWA Funds') also objected to the AIP/CERP Motion, citing that
the Debtors have failed to satisfy the statutory thresholds
necessary for approval of the motion, and thus, the motion must be
denied.

Specifically, the UMMA Funds said:

1. The AIP is "more retentive than incentivizing, and absent
significant additional showings, not permissible under Section
503(c)(1) of the Bankruptcy Code."

2. Even assuming that the AIP can be characterized as an incentive
plan, the UMMA Funds says it is not justified by the facts and
circumstances of the Debtors' cases, as required under Section
503(c)(3) of the Bankruptcy Code.

3. Other than a broad assertion, the Debtors have failed to make
any showing that certain individuals, as well as several others in
management positions are not insiders.

4. The AIP/CERP Motion asserts that the Debtors require immediate
approval of the proposed compensation plans "to avoid employee
attrition during an uncertain time, but the Motion fails to show
any immediate harm."

5. The Debtors have failed to demonstrate the necessity of the AIP
or the CERP or to tie the payments thereunder to the Debtors'
emergence from bankruptcy or some other major transaction in the
Debtors' cases.

                        About Patriot Coal

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

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

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

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

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




PEAK RESORTS: Wants Plan Filing Extended to July 27; FDIC Objects
-----------------------------------------------------------------
Peak Resorts, Inc., et al., are asking the U.S. Bankruptcy Court
for the Northern District of New York to extend the exclusive
periods to file a plan of reorganization until July 27, 2013, and
to solicit acceptances of that plan until Sept. 25, 2013.

The Debtors said that they may not be able to propose a plan by
the current deadline, as their case "is a very complex case that
has not been pending for any significant length of time."

The Court extended on Nov. 9, 2012, the exclusive periods to file
a plan until March 29, and to solicit acceptances until May 28.

Since the commencement of the case, the Debtors have been
authorized to retain BDO Capital Advisors, LLC, as investment
banker and financial advisor to provide investment banking
services and assist with sale efforts.  BDO Consulting, LLC, has
been recently retained as budget consultant.  The Debtors have
also diligently worked with Federal Deposit Insurance Corporation
in finalizing a second final DIP order and operating budgets that
include the use of cash collateral and debtor-in-possession
financing to allow them to operate through the current ski season
and beyond.  The Debtors, since the Petition Date, have been
operating under the terms of various debtor in possession post-
petition financing agreements with the FDIC in its capacity as
receiver for Tennessee Commerce Bank.

According to the Debtors, they are operating under very tight
timeframes under the third amended DIP stipulation.  Letters of
intent from potential stalking horse bidders are also being
discussed.

FDIC objected the requested extension on March 7, saying that it
is premature for the Court to entertain the relief requested by
the exclusivity motion.  FDIC asked that the exclusivity motion be
adjourned to coincide with the March 21, 2013 sale hearing to
ensure the sale process has run its course.

"The Debtors' cash position, repeated failure to meet earnings
projections and the accelerated schedule the Debtors have agreed
to operate under during these cases all support a denial of the
Debtors' request to extend exclusivity by four months," FDIC
stated.

FDIC is represented by:

      McDermott Will & Emery LLP
      Jeremy R. Johnson
      Ryan A. Wagner
      340 Madison Avenue
      New York, New York 10173-1922
      Tel: (212) 547-5661
      Fax: (212) 547-5444
      E-mail: jrjohnson@mwe.com

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PENSON WORLDWIDE: Ct. To Decide on Plan Outline Approval Bid Today
------------------------------------------------------------------
Penson Worldwide, Inc. and its debtor-affiliates' Disclosure
Statement accompanying their Joint Liquidation Plan will come
before the U.S. Bankruptcy Court for the District of Delaware for
approval today, March 26, 2013, at 9:30 a.m. (ET).

The Debtors said they have added information to the Disclosure
Statement to address objectors' concerns, including, among other
things, a description of the Purported Class Action and Derivative
Actions brought by PWI's Shareholders; modified language proposed
by Reid Friedman, the lead plaintiff in the Shareholder Litigation
with respect to the injunction provision; a description of
available insurance and coverage; and an expanded version of the
Liquidation Analysis, including a hypothetical Chapter 11
liquidation Analysis that reflects all valid Intercompany claims.
All these and other information are included in the summary chart
summarizing all objections received, and the Debtors' responses to
the objections, filed with the Court.

The Debtors have also filed blacklined versions of the Second
Amended Plan and Amended Disclosure Statement to further address
and resolve the objections.

The Debtors said they intend to submit further blacklined versions
of the Disclosure Statement at or prior to the hearing to resolve
any remaining objections.

At today's hearing, the Court will also rule on pending motions
filed by the Debtors for approval of a stipulation of settlement
in the Class Action Securities Litigation; the sale of
substantially all of the assets of Penson Worldwide's and Nexa
Technologies, Inc.'s direct access trading technology and online
brokerage solutions to Federation des Caisses Desjardins du
Quebec; and approval of a Sale Incentive Plan in line with the
sale of the assets.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Mayer Brown LLP serves as their special counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PHIL'S CAKE: Plan Disclosures Hearing Set for April 4
-----------------------------------------------------
The hearing on the approval of the disclosure statement explaining
Phil's Cake Box Bakeries, Inc.'s Plan of Reorganization is set for
April 4, 2013, at 01:30 PM.

The Plan proposes to pay unsecured creditors a pro rata share of
the unsecured creditor distribution fund, which will be in the
amount of $250,000.

Southern Commerce Bank will retain its liens on the property
securing the Debtor's prepetition loan.  For the SCB Loans, the
Debtors will make monthly interest and principal based on a 10-
year amortization.  The Debtor related that it will further modify
its Plan prior to the confirmation hearing to detail any
resolution reached with respect to Eagle Trail Drive's secured
claims.

The Class 4 Secured Claims SBA will be deemed fully unsecured, the
property subject to the Liens of the SBA will revest in the Debtor
free and clear of all Liens of the SBA, and the Allowed Claim of
the SBA will be treated as a Class 11 Unsecured Claim.  The Class
5 Claim of the FDIC will be treated consistent with the FDIC
Surrender Order.

The Holder of the Allowed Ford Motor Credit Secured Claim will
retain the Lien securing the Claim.  The Allowed Class 8 Secured
Claim will be paid in equal monthly installments so as to be paid
in full by the contractual maturity date, with interest at 5.25%
per annum.  Holder of the Allowed Baytree Leasing Secured Claims
will retain the Lien securing the Claim to the extent of the
Allowed Amount of such Claim. The Allowed Class 9 Secured Claim
will be paid in equal monthly installments over 60 months, with
interest at 5.25% per annum.

Class 10 consists of the Secured Claim of BB&T secured by a Lien
on the Debtor's real property located at 1009 Excelda Ave. and
1017 Excelda Ave., in Tampa, Florida.  The Debtor may surrender or
retain the Property securing the Class 10 Claim.  In the event the
Debtor elects to surrender, the Debtor will transfer to the Holder
of the Class 10 Claim any Property securing its Secured Claim in
full and final satisfaction of the Secured Claim.  Any deficiency
owing to a Secured Creditor with respect to a Class 10 Claim will
be classified and treated as a Class 11 Unsecured Claim.  If the
Debtor elects to retain the Property securing the Class 10 Secured
Claim, the Holder of the Allowed Class 10 Secured Claim will
retain the Lien securing the Claim.  The Allowed Class 10 Secured
Claim will be paid in equal monthly installments over 60 months,
with interest at 5.25% per annum.

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.


PITT PEN: Secured Lender Objects to Debtor-Proposed Plan
--------------------------------------------------------
OMTAMMOT, LLC, objects to the confirmation of the Plan of
Reorganization proposed by Pitt Penn Holding Company, Inc., et al.

In court papers, OMTAMMOT stated, "The Debtors have apparently
been hiding from the Court, the U.S. Trustee, creditors and other
parties in interest administrative claims in excess of $5 million,
putting the disclosed cost of these liquidating cases at
approximately $9 million. At a minimum, this eleventh-hour
revelation of over $5 million in previously undisclosed
postpetition liabilities warrants additional disclosure, if not
investigation by a disinterested estate fiduciary."

OMTAMMOT, a secured lender of the Debtors, has previously filed
its own reorganization plan on behalf of the Debtors.  OMTAMMOT
maintains that its Plan is more feasible and provides better
recoveries to creditors compared to the Debtors' Plan.

OMTAMMOT's Plan provides for the payment in full (including
appropriate postpetition 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 OMTAMMOT 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.

            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: Files for Chapter 11 in San Diego
------------------------------------------------
Plaza Village Senior Living LLC, based in National City,
California, filed a petition for Chapter 11 reorganization (Bankr.
C.D. Cal. Case No. 13-bk-02723) on March 19 in San Diego.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the Debtor disclosed assets of $11.5 million, against debt
totaling $15.8 million.  Liabilities include $12.5 million in
secured debt owing to Gershman Mortgage.  The papers list the real
estate as worth $10.7 million.


POINT CENTER: Hearing on Cash Collateral Use Set for May 22
-----------------------------------------------------------
The U.S. Bankruptcy for the Central District of California has set
for May 22, 2013, at 10:00 a.m., a hearing on Point Center
Financial, Inc.'s request for approval of a stipulation with
Pacific Mercantile Bank, allowing the use of collateral for the
purpose of funding reasonable and necessary operating expenses,
until May 31, 2013.

As reported by the TCR on Feb. 28, 2013, PMB is owed
$9.215 million for secured loans provided to the Debtor.  It
signed a stipulation that allows the Debtor use cash collateral to
fund ongoing costs until May 31, 2013.

The Court, on Feb. 25, granted "on a conditional basis only per
Court ordering approval of limited provisions of the terms of the
stipulation in regards to the budget only."

As a condition to PMB's consent to the use of Cash Collateral,
(i) the Debtor will pay $60,146.02 to PMB for each calendar month
from the date of this Stipulation until the Termination Date;
(ii) the Debtor will deposit any funds derived from the operation
of its business in excess of the amounts used to pay approved
expenses and monthly payments to PMB into a segregated debtor-in-
possession account; and (iii) to the extent of any diminution in
value of PMB's pre-petition collateral, the Debtor grants PMB
replacement liens upon and security interests in all
of the Debtor's acquired assets.

A copy of the stipulation and the budget is available for free at:

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

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a Chapter
11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa Ana,
California, on Feb. 19, 2013.  The Debtor estimated assets in
excess of $10 million and liabilities in excess of $50 million.
The formal schedules of assets and liabilities and the statement
of financial affairs are due March 5, 2013.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by:

         Mary L. Fickel, Esq.
         FICKEL & DAVIS
         3254 Fourth Avenue
         San Diego, CA 92103
         Tel: (619) 557-9420
         Fax: (619) 557-9425
         E-mail: mfickel@fickeldavislaw.com


POWERWAVE TECHNOLOGIES: Plants Face Money Crunch, Layoffs
---------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports Powerwave
Technologies Inc. may have to lay off hundreds of employees at its
factories in Thailand, India and in Europe after a lender wouldn't
allow the struggling wireless-equipment maker to spend money on
its overseas manufacturing plants, according to a person involved
with the case.

                     About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.


PROMISS HOLDINGS: Meeting to Form Creditors' Panel on March 28
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 28, 2013, at 12:00 p.m. in
the bankruptcy case of Promiss Holdings, LLC, et al.  The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


READER'S DIGEST: RDA Wins Final Approval of $105MM DIP Financing
----------------------------------------------------------------
RDA Holding Co., parent company of The Reader's Digest
Association, Inc., on March 25 disclosed that it has obtained
final Court approval of its $105 million debtor-in-possession
financing agreement.

The financing, which will be used in conjunction with cash
generated from operations to support the Company throughout the
Chapter 11 process, is being provided by a group of the Company's
secured creditors.

In addition to the financing agreement, U.S. Bankruptcy Judge
Robert Drain granted final approval to a variety of motions to
support RDA's operations during the Chapter 11 process, including
authority to pay employees and freelancers on normal schedules,
and approved the retention of various professional advisors to
help shepherd the Company efficiently through the process.

The Company also filed its Plan of Reorganization and Disclosure
Statement on Thursday, March 21.  A hearing to consider approval
of the Disclosure Statement is scheduled for April 25.

As previously reported, the Company has executed a Restructuring
Support Agreement with its secured lender and its secured
noteholders.  The Agreement will result in, among other things,
the Company converting approximately $465 million of secured notes
to equity, which will strengthen the Company by significantly
deleveraging its balance sheet.

During this process, the Company has continued to make strides in
its strategy to focus more resources on its core products and to
design more compelling advertising campaigns.  The Company
recently announced that its North America media brands showed
stronger engagement metrics from readers across all print and
digital platforms throughout CY2012 and the first quarter of 2013.

                      About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


READER'S DIGEST: Secured Noteholders to Get All Equity Under Plan
-----------------------------------------------------------------
RDA Holding Co. and its affiliates filed a Disclosure Statement in
support of its Reorganization Plan dated March 21, 2013.  The
Reorganization Plan is being proposed by all of the Debtors other
than Direct Entertainment Media Group, Inc.

The Reorganization Plan implements the consensual restructuring
agreement negotiated by the Reorganization Plan Debtors, and the
Reorganization Plan Debtors' major stakeholders, including Wells
Fargo Principal Lending, LLC, and an ad hoc committee, comprised
of holders of more than two-thirds of the Debtors' Floating Rate
Senior Secured Notes due 2017.  The anticipated benefits of such
agreement include (without limitation):

   -- Consensual conversion of approximately $475 million of
      debt to equity;

   -- $105 million in debtor-in-possession financing, including
      $45 million in new money provided by certain holders of the
      Senior Notes, to facilitate operations in chapter 11;

   -- Conversion of the $105 million of debtor in possession
      financing to exit financing that will provide ongoing
      liquidity post-emergence;

   -- Prompt emergence from chapter 11;

   -- 80% reduction of prepetition debt burden post-emergence; and

   -- Continued execution of key transformational initiatives
      including a sharpened focus on strong core publishing
      brands, building on RDA's digital transformation.

The Reorganization Plan provides for the Debtors' prompt emergence
from Chapter 11 to occur on or before July 31, 2013.

The Reorganization Plan implements the consensual restructuring
agreement negotiated among the Reorganization Plan Debtors, Wells
Fargo, the Ad Hoc Committee, and their respective professionals.
The negotiated agreement is embodied in that certain Restructuring
Support Agreement, dated February 17, 2013, by and among the
Reorganization Plan Debtors, DEMG, Wells Fargo, and certain
holders of Senior Notes.

Pursuant to the Reorganization Support Agreement, the
Reorganization Plan Debtors will restructure their debt
obligations and implement a recapitalization with $45 million of
new capital being provided pursuant to the DIP Facility that will
convert to exit financing.

Under the Reorganization Plan, Senior Noteholders will receive on
account of their secured claims all of the equity of the
Reorganized Debtors, subject to certain agreed-upon dilutions.
Holders of allowed General Unsecured Claims will receive a pro
rata share of an amount to be determined.  Existing holders of
interests in the Reorganization Plan Debtors will not receive any
distribution on account thereof.

The classification and treatment of claims under the plan are:

     A. Class 1 (Other Priority Claims) will receive cash in an
        amount equal to such Claim, payable on the later of the
        Effective Date and the date on which such claim becomes
        allowed.  Approximate allowed amount is $50,000 and
        percentage recovery is 100%.

     B. Class 2 (Other Secured Claims) will receive, at the option
        of the Debtors, (1) payment in Cash payable on the later
        of the Effective Date and the date on which the claim
        becomes allowed, or (2) delivery of the collateral
        securing Allowed Other Secured Claim and payment of any
        interest required.  Approximate allowed amount is $0 and
        percentage recovery is 100%.

     C. Class 3 (Senior Noteholder Claims) will receive its pro
        rata share of 100% of the New Common Stock on a Fully
        Diluted Basis.  Approximate allowed amount is $231,000,000
        and percentage recovery is 100%.

     D. Class 4 (General Unsecured Claims)  will receive its pro
        rata share of the GUC Distribution; provided, however,
        that with respect to any holder of an Allowed Non-Debtor
        Intercompany Claim the holder will receive either its pro
        rata share of the GUC Distribution or other treatment as
        determined by the Reorganization Plan Debtors.  The
        allocation of the GUC Distribution will be determined at
        the time the GUC Distribution is fixed, which is expected
        to be prior to the Disclosure Statement Hearing.
        Approximate allowed amount is $380,000,000 and percentage
        recovery is unknown.

     E. Class 5 (Plan Debtor Intercompany Claims) will be
        reinstated between and among RDA Holding and its
        Reorganization Plan Debtor Affiliates.

     F. Class 6 (Existing RDA Holding Interests) will be deemed
        canceled and the holders will not receive any property.
        Percentage recovery is 0%.

A copy of the disclosure statement is available for free at:

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

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


REID PARK: Files Non-Material Modification to Fifth Amended Plan
----------------------------------------------------------------
Reid Park Properties, LLC, filed on Feb. 25, 2013, proposed non
material modifications to its Fifth Amended and Modified Plan of
Reorganization, filed on Feb. 8, 2012.  The modifications provide
that HSL Properties, Inc., will guarantee the terms and conditions
of payment as set forth in Class 5 in Debtor's Plan of
Reorganization, and HSL will reasonably agree with lender on a
from of guaranty of the Class 5 allowed secured claim.

According to the Disclosure Statement, a substantial capital
contribution, estimated at $3 million, will be made to fund the
Plan by Humberto Lopez and/or HSL Properties, Inc., who will then
become the 90% interest holder in the Reorganized Debtor.

WBCMT 2007-C31 South Alvernon Way, LLC, the largest secured (and
unsecured) creditor, holding claims of $33.7 million on account of
Note A and $5.52 million on account of Note B (Class 5 claims)
will receive 36 monthly-only-payments and beginning on the 37th
month after the Effective Date monthly installments equal to
interest at the Plan Rate plus principal amortized on a 30-year
basis until the 120th month after the Effective Date at which time
the entire remaining balance on the "new current value note" must
be paid in full.  The Court has set a value of $17 million on the
Hotel which secures senior lender's Claims.  WBCMT has elected not
to have its unsecured claim treated as secured.

Holders of other unsecured claims (Class 14) estimated to exceed
$7.10 million (in light of the lender not making its Sec. 1111(b)
election) will be paid pro rata from: (i) $1.78 million on the
Effective Date, plus (ii) 10% of the Reorganized Debtor's
membership interest, plus (iii) any net distribution recovered by
the estate Representative.

Interests of the prepetition equity holders (Class 16) will be
extinguished.

A copy of the Fifth Amended and Modified Plan of Reorganization,
filed on Feb. 8, 2012, is available at:

           http://bankrupt.com/misc/reidpark.doc434.pdf

                           Competing Plan

WBCMT has filed a competing Chapter 11 plan for the Debtor.

Under the Lender's second amended modifications to its First
Amended Plan of Reorganization, the Debtor will convey the
Doubletree Hotel Tucson at Reid Park located at 445 South Alvernon
Way, in Tucson, Arizona, and all related personal property to the
Plan Transferee.  The Lender's secured claim will not be
discharged, but will be assumed by the Plan Transferee on the
Effective Date.  The Plan Transferee will take title to the Hotel
and all related personal property subject to the Allowed Lender
Secured Claim and will arrange for a professional hotel management
company to continue operating the Hotel as a DoubleTree.

The Secured Lender maintains that its Plan proposes a better
alternative for creditors than the Debtor's Fifth Amended Plan of
Reorganization because its plan provides a substantial 25%
distribution to general unsecured creditors.

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms.  It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


RESPONSE BIOMEDICAL: Incurs C$5.3 Million Net Loss in 2012
----------------------------------------------------------
Response Biomedical Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss and comprehensive loss of C$5.28 million on
C$11.75 million of product sales for the year ended Dec. 31, 2012,
as compared with a net loss and comprehensive loss of C$5.37
million on C$9.02 million of product sales during the prior year.
The Company incurred a C$10.08 million net loss and comprehensive
loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed
$14.34 million in total assets, C$14.02 million in total
liabilities and C$320,818 in total shareholders' equity.

"We have incurred significant losses to date.  As at December 31,
2012, we had an accumulated deficit of $112,171,008 and have not
generated positive cash flow from operations.  Accordingly, there
is substantial doubt about our ability to continue as a going
concern.  We may need to seek additional financing to support our
continued operation; however, there are no assurances that any
such financing can be obtained on favorable terms, if at all.  In
view of these conditions, our ability to continue as a going
concern is dependent upon our ability to obtain such financing
and, ultimately, on achieving profitable operations."

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

                        http://is.gd/LZJwHR

                     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.


REVSTONE INDUSTRIES: Court OKs Committee Hiring of Womble Carlyle
-----------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 case of Revstone Industries LLC obtained court approval
to retain Womble Carlyle Sandridge & Rice LLP as its counsel.

The Troubled Company Reporter reported on Jan. 31, 2013, that the
Committee will look to the firm to assist it in investigating the
acts, conduct, assets, liabilities, and financial condition of the
Debtor, and participate in the formulation of a bankruptcy-exit
plan.

Mark L. Desgrosseilliers, Esq., a partner of the firm, will lead
the engagement.

Womble Carlyle will charge at these hourly rates:

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

          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.


REVSTONE INDUSTRIES: Committee Can Hire FTI as Financial Advisors
-----------------------------------------------------------------
The official committee of unsecured creditors in the Chapter 11
case of Revstone Industries LLC obtained court permission to
retain FTI Consulting Inc. as the panel's financial advisors.

The Troubled Company Reporter reported on Feb. 1, 2013, that FTI's
services include assessment and monitoring of the efforts of the
Debtor and its professional advisors to maximize the value of its
estate and to reorganize successfully.

FTI's engagement agreement with the committee provides that the
firm will be paid a fixed monthly rate of $85,000 and a completion
fee of the greater of $175,000 or an amount derived from a sliding
scale based on recoveries resulting directly from FTI's forensic
work.  The sliding scale is:

     1% of the first $5 million;
     2% of the next $5 million to $20 million; and
     3% of the amounts in excess of $20 million,

plus reimbursement of actual and necessary expenses incurred by
FTI.

The Fixed Completion Fee will be considered earned and payable
upon the earliest to occur of:

     -- confirmation of a chapter 11 plan of reorganization
        or liquidation in the case; or

     -- the sale of substantially all of the Debtor's assets.

FTI's Samuel Star leads the engagement.  Mr. Star attests FTI does
not hold or represent any interest adverse to the estate.

FTI also requires indemnification from the Debtor.

          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.  Revstone is being represented by
Pachulski Stang Ziehi & Jones LLP.  Pachulski replaced Mayer Brown
LLP and Richards, Layton & Finger, P.A.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and $1
million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

An official committee of unsecured creditors has been appointed in
the case.  Womble Carlyle Sandridge & Rice LLP represents the
Committee as counsel.


REVSTONE INDUSTRIES: Has Rust Omni as Claims Agent & Administrator
------------------------------------------------------------------
Revstone Industries LLC and its debtor-affiliates seek court
permission to retain Rust Consulting/Omni Bankruptcy (a) to
provide certain administrative services; and (b) as noticing and
claims agent.

For Administrative Services, the Debtors expect Rust Omni to,
among others:

   * assist the Debtors in analyzing claims filed against its
     estate;

   * assist in the preparation of the Debtors' Schedules of Assets
     and Liabilities and Statement of Financial Affairs;

   * tabulate votes and perform subscription services as may be
     required in connection with any and all Chapter 11 plans that
     may be filed by the Debtors and provide ballot reports and
     related balloting and tabulation services to the Debtors and
     its professionals; and

   * generate an official ballot certification and testify, if
     necessary, in support of the ballot tabulation results.

As claims and noticing agent, Rust Omni will assume full
responsibility for the distribution of notices and the
maintenance, processing and docketing of proofs of claim filed in
the Debtors' cases.

Rust Omni's hourly rates for clerical support to senior
consultants range from $25 to $175.

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

          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.


SAKS INCORPORATED: Fitch Affirms 'BB' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed its Issuer Default Rating (IDR) on Saks
Incorporated at 'BB'.  The Rating Outlook is Stable.

KEY RATING DRIVERS

The affirmations reflect Fitch's expectation that Saks' credit
metrics will remain fairly stable over the next 12-24 months.
Fitch expects adjusted debt/EBITDAR to be within 2.9x-3.1x, as
debt reduction will help offset modest decline in profitability in
the near term. This assumes comparable store sales (comps) growth
in the 3%-4% range, which will result in expense deleveraging as
Saks intensifies its capital and technology investments in 2013.

Saks' comps grew by 3.2% in 2012, following strong growth in the
mid- to high-single digits in 2010 and 2011 that was driven by the
overall recovery in luxury spending. The deceleration of comps in
second-half 2012 was mainly due to the adverse impact of Hurricane
Sandy and fiscal uncertainty. EBITDA for 2012 of $287 million
(Fitch-defined EBITDA adds back stock-based compensation) was
modestly lower than the 2011 level of $293 million as a result of
the slowdown in top-line growth combined with investments in the
merchandising systems and IT primarily to support the company's
omni-channel (both physical and e-commerce) strategy.

Fitch expects comps growth for luxury department stores could
decelerate to 3%-5% in 2013, after averaging 6%-8% in the past
three years. Fiscal uncertainty and a slowdown in international
tourist traffic could potentially dampen luxury spending. Within
this context, Fitch expects Saks to generate comps growth in the
3%-4% range and SG&A expense to grow in the mid-single digits. As
a result, EBITDA could drop to the $260 million level in 2013.

Given the heavy investments in its systems and IT primarily to
support the company's omni-channel strategy, Saks will need to
drive mid- to high-single-digit comps growth and sustain gross
margin at current levels of around 41% to be able to deleverage
SG&A expenses and drive operating margin improvement. Fitch does
not expect significant margin improvement over the next two years
unless there is significant pick-up in demand for luxury products.

Incorporated in the ratings is the lower sales productivity and
profitability of Saks stores relative to its two closest peers.
Saks' average sales per square foot excluding its New York
flagship store which roughly constitutes 20% of overall sales (but
including OFF 5TH and online sales) was approximately $380 in 2012
versus roughly $465 at Neiman Marcus full-line stores (excluding
Bergdorf Goodman and online sales). As a result of lower sales
productivity and higher cost structure, Saks' EBITDA margin of
9.1% as of Feb. 2, 2013 trails the 13.6% at Neiman Marcus
(calendarized) and 15% at Nordstrom. Fitch does not expect Saks to
close the gap with Neiman Marcus, given the latter has superior
real estate locations and brand matrix within its markets.

Adjusted debt/EBITDAR remained flat at 3.1x in 2012, while
EBITDAR/interest plus rents came in at 2.8x. Fitch expects
leverage metrics to sustain in the 2.9x-3.1x range over the next
two years, as debt reduction will help offset modest decline in
profitability in the near term. The company is in the process of
redeeming the $230 million of 2% convertible senior notes due
2024. Fitch expects the company will use cash on hand and tap the
ABL revolver to fund the redemption and is currently assuming that
all notes get redeemed rather than converted as the conversion
price of the 2024 notes at $11.97 is currently above the market
price. In addition, the remaining balance of $91 million in 7.5%
convertible notes due December 2013 is expected to be converted
into equity (given a conversion price of $5.54).

Saks' liquidity position remains strong with approximately $80
million in cash and $494 million available under its credit
facility as of Feb. 2, 2013. Fitch expects Saks to generate FCF in
the $60 million-$90 million range over the next two years, even as
the company ramps up net capex to $140 million in 2013 from $110
million in 2012. The further step-up in capex in 2013 versus 2012
reflects increasing investments in full-line store remodeling and
accelerated investments in the omni-channel strategy. Fitch
expects Saks will direct free cash flow towards paying down
revolver borrowings and share buybacks.

The $500 million secured bank facility is rated two notches above
the IDR at 'BBB-' as the facility is secured by merchandise
inventories and certain third party accounts receivables. There
were no borrowings under the facility as of the end of 2012 and
Fitch assumes borrowings of approximately $175 million at the end
of 2013 as the company draws on the facility to fund the
redemption of the 2024 notes.

The unsecured notes are currently rated 'BB'. Fitch expects to
withdraw the 'BB' issue ratings after Saks completes the expected
redemption or conversion of the convertible notes. Post the
transactions, Saks will not have any unsecured debt on its balance
sheet. Saks owns 67% of its full-line square footage, including
its Fifth Avenue New York City store, which remains unencumbered.

RATING SENSITIVITIES

A positive rating action could result in the event of sustained
mid-to-high single-digit growth in the top line and operating
profitability improvements. For Saks to hit its leverage target of
2.5x, Fitch estimates it would need to improve EBITDA to the $325
million level.

A negative rating action could result in the event of significant
pressure on same-store sales trends and reduced profitability,
financial flexibility and liquidity, and adjusted leverage
deteriorating to above 4x.

Fitch has affirmed these ratings on Saks:
-- Long-term IDR at 'BB';
-- $500 million secured credit facility at 'BBB-';
-- Senior unsecured notes at 'BB'.

The Rating Outlook is Stable.


SAN BERNARDINO, CA: Retirees Ask Court to Protect Benefits
----------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports a group of San
Bernardino, California's retired police officers, firefighters and
city managers are worried that their medical benefits could be cut
if a judge allows the city to throw out its union agreements.

                    About San Bernardino, Cal.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SANUWAVE HEALTH: Gets Full OK to Conduct dermaPACE Clinical Trial
-----------------------------------------------------------------
SANUWAVE Health, Inc., provided an update on the Company's
clinical trial investigating the dermaPACE(R) device in the
treatment of diabetic foot ulcers.

The U.S. Food and Drug Administration (FDA) has granted full
approval of the Company's Investigational Device Exemption (IDE)
Supplement to conduct a clinical trial utilizing the dermaPACE
device in the treatment of diabetic foot ulcers.  This clinical
trial provides a scientifically robust and expeditious pathway to
a Premarket Approval (PMA) submission to the FDA for their review
and consideration of device approval.

"The dermaPACE study design was built off of the positive
treatment effect observed in the first study.  This study includes
several important features which greatly increase the probability
of the clinical study's success," stated Mr. Joseph Chiarelli,
chief executive officer of SANUWAVE.  "These features include:

   * Doubling the number of patient treatments - Similar to the
     previous trial, fourdermaPACE procedures will be
     administered during the first two weeks.  In addition, in the
     upcoming trial, up to four additional dermaPACE
     procedures will be delivered bi-weekly, between weeks 4 and
     10.  The Company believes these additional treatments will
     increase the between-group difference in complete wound
     closure in favor of dermaPACE over that observed in the first
     clinical trial.

   * Credit for the positive treatment effect observed in the
     previous trial - The study uses Bayesian statistical
     principles, which statistically credits the dermaPACE group
     at the start of this trial with the positive treatment effect
     observed in the previous trial.  This design also allows for
     fewer patients than would be enrolled in a standard trial
     design, with study success potentially occurring with as few
     as 90 patients.

   * Interim monitoring of the data by an independent Data
     Monitoring Committee (DMC) to determine whether study success
     has been achieved.  This provision has been established in
     order to monitor the progress of the trial, and ensure its
     alignment with the Company's statistical plan.  The first
     analysis for making a study success determination is
     projected to occur after 90 patients (approximately 45 per
     arm) have completed the 12-week primary efficacy evaluation
     period.

   * Centralized review of digital wound pictures - In addition to
     the determination of wound closure by each study site's
     Principal Investigator, an independent group of medical
     professionals will also assess wound closure.  This will
     provide consistency in determining when a wound is classified
     as closed.  This independent review of wound closure will be
     performed with the use of a state-of-the-art, digital, wound
     imaging system.

   * Standardized wound debridement guidelines to ensure wounds
     are debrided aggressively early and then less vigorously as
     the wounds heal.  This will provide consistency among sites
     in how debridement is performed.

In addition, the Company has strengthened its internal team with
the addition of Joel Batts, Vice President of Clinical Affairs,
who will manage the execution of the trial.  Joel joined the
Company in October 2011 and has over 13 years of IDE trial
experience.  He was one of the key architects in designing the new
trial.

The Company has already negotiated contracts with 15 clinical
study sites and are in the final stages of qualifying and
contracting additional sites to reach its goal of 20 sites by the
time of enrollment of the first patient.  Patient enrollment is
expected to begin in the second quarter of this year.  The Company
believes the clinical trial could be completed and the data from
the clinical trial available for review in support of a Premarket
Approval (PMA) application for dermaPACE as early as the end of
2014, assuming such data to be collected meets the agreed upon
statistical and clinical plan of success."

The Company has contracted with CPC Clinical Research (CPC) for
database design and management, site monitoring, and core lab
services for the dermaPACE clinical trial.

"CPC is pleased to be selected to collaborate with the team at
SANUWAVE," said William R. Hiatt, MD, President of CPC and
Professor of Medicine at the University of Colorado.  "We are
primed to apply our industry-leading resources and experiences in
wound healing and quality control to the study of diabetic foot
ulcers treated with the dermaPACE device."

Mr. Chiarelli concluded, "I'm pleased to announce this
collaboration with CPC, a world leading academic clinical research
organization, as we move from the planning phase into the
execution phase of our dermaPACE clinical trial.  The dermaPACE
treatment addresses a large, unmet medical need.  We remain
focused on achieving FDA approval as soon as possible in order to
make dermaPACE available to the millions of U.S. patients who
suffer from this debilitating, recalcitrant problem."

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, expressed substantial doubt
about SANUWAVE'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 suffered
recurring losses from operations and is economically dependent
upon future issuances of equity or other financing to fund ongoing
operations.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $4.70 million on $627,153 of revenue, compared with a
net loss of $7.82 million on $577,180 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.28
million in total assets, $7.80 million in total liabilities and a
$5.52 million total stockholders' deficit.

                         Bankruptcy Warning

"The continuation of our business is dependent upon raising
additional capital.  We expect to devote substantial resources to
continue our research and development efforts, including clinical
trials.  Because of the significant time it will take for our
products to complete the clinical trial process, and for us to
obtain approval from regulatory authorities and successfully
commercialize our products, we will require substantial additional
capital.  We incurred a net loss of $4,707,212 for the nine months
ended September 30, 2012 and a net loss of $10,238,797 for the
year ended December 31, 2011.  These operating losses create
uncertainty about our ability to continue as a going concern.  As
of September 30, 2012, we had cash and cash equivalents of
$361,263.  We are working with select accredited investors to
raise up to $1.25 million in capital in a private placement.  The
accredited investors will receive a convertible promissory note
that will convert, at the Company's option, at the completion of a
larger funding which is expected to close no later than the first
quarter of 2013.  If these efforts are unsuccessful, we may be
forced to seek relief through a filing under the U.S. Bankruptcy
Code," the Company said in its quarterly report for the period
ended Sept. 30, 2012.


SBMC HEALTHCARE: Taps Briggs to Prepare 2012 Annual Tax Returns
---------------------------------------------------------------
SBMC Healthcare, LLC, seeks permission from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Briggs &
Veselka Co. as Accountant for the Debtor to prepare the 2012
annual tax returns.

On Aug. 8, 2012, the Debtor first filed an expedited application
to employ B&V to complete tax returns.  On Aug. 16, 2012,
the Court entered an order authorizing the employment of B&V.

The Debtor is seeking to expand the court order to allow B&V to
provide additional accounting services by preparing the 2012 tax
returns for the Debtor.

The Debtor requests that it be allowed to pay B&V a retainer of
$10,000 as previously authorized for the 2011 tax returns.  B&V is
still obligated to file a fee application and comply with all
related rules and code provisions regarding same to apply the
retainer.

B&V would charge for their services in the same manner and with
the same rates previously approved in the first application.  The
first application stated that B&V will be paid at these hourly
rates:

            Partner       $250 to $300
            Manager       $200 to $240
            Supervisor    $155 to $180
            Senior        $140 to $150
            Staff         $100 to $130

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C. -- mamadan@sbcglobal.net -- in Houston, Texas, is
the Debtor's general bankruptcy counsel.  Millard A. Johnson,
Esq., and Sara Mya Keith, Esq., at Johnson DeLuca, Kurisky &
Gould, P.C., in Houston, serve as the Debtor's special bankruptcy
counsel.  Judge Jeff Bohm presides over the case.

The Official Committee of Unsecured Creditors is represented by
Hall Attorneys, P.C.


SEALY CORP: Completely Acquired by Tempur-Pedic
-----------------------------------------------
Tempur-Pedic International Inc. has completed its previously
announced acquisition of Sealy Corporation.

"We are pleased to announce the completion of our acquisition of
Sealy and are very excited about our future as Tempur Sealy
International," said Mark Sarvary, chief executive officer.  "We
remain confident that our shared know-how and expected
efficiencies will result in tremendous value.  Our focus now is on
ensuring that our integration process remains on track and is as
seamless as possible for all of our employees, customers and other
stakeholders."

The combination of Tempur-Pedic and Sealy creates the world's
largest bedding provider.  Together, Tempur-Pedic and Sealy have
the strongest brand portfolio with the most highly recognized
brands in the industry, including Tempur(R), Tempur-Pedic(R),
Sealy(R), Sealy Posturepedic(R), OptimumTM and Stearns &
Foster(R).  In addition, the Company has the most comprehensive
suite of bedding products available in the market with products
for almost every consumer preference and price point.

Corporate Name Change

To recognize the transformational nature of this combination, the
Company intends to change its corporate name to Tempur Sealy
International, Inc.  The Company will seek stockholder approval
for the proposed change at its Annual Meeting of Stockholders in
May 2013.  The Company's portfolio of iconic brands and consumer-
facing marketing will not be affected by the planned corporate
name change and thus will continue to be represented in the market
as they are today.  The Company's global corporate headquarters
will be in Lexington, KY.  The Company will continue to trade on
the NYSE under the symbol "TPX".

Strategic Benefits of Combination

   * Tempur-Pedic and Sealy have the most iconic and recognized
     bedding brands in the world

   * Sealy's strength in innerspring and hybrid mattresses fit
     seamlessly with Tempur-Pedic's leadership in visco-elastic
     mattresses, adjustable bases and pillows

   * Highly complementary global footprint with strong presence in
     North America, South America, Europe, Asia, and Australia

   * Ability to create significant shareholder value with annual
     cost synergies in excess of $40 million expected by the third
     year realized through purchasing, supply chain and increased
     efficiencies

   * Attractive upside from revenue synergies as a result of a
     broader product offering and access to more channels,
     including international expansion

   * Strong cash flow characteristics will enable rapid debt
     reduction and continued investment in growth initiatives

   * A strong management team with extensive industry and global
     consumer products experience

Transaction and Financial Details

Tempur-Pedic acquired all of the outstanding common stock of Sealy
for $2.20 per share and assumed or will repay all of Sealy's
outstanding convertible and non-convertible debt, for a total
transaction value of approximately $1.3 billion.  As previously
disclosed, the Company funded the transaction and the refinancing
of its existing credit facility with $1.770 billion senior secured
facilities and $375 million of senior notes.

The Company intends to provide updated guidance for the combined
company when it releases first quarter 2013 earnings in early May.

On March 18, 2013, the Company posted a new corporate Investor
Presentation to its Investor Relations Web site at
http://investor.tempurpedic.com.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy Corporation incurred a net loss of $1.17 million for the 12
months ended Dec. 2, 2012, a net loss of $9.88 million for the 12
months ended Nov. 27, 2011, and a net loss of $13.73 million for
the 12 months ended Nov. 28, 2010.

The Company's balance sheet at Dec. 2, 2012, showed $1 billion in
total assets, $1.05 billion in total liabilities, $11.03 million
in redeemable noncontrolling interest, and a $57.52 million
stockholders' deficit.

                           *     *     *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SEQUENOM INC: Delays Annual Report for 2012
-------------------------------------------
Sequenom, Inc., was not able to file its annual report on Form
10-K for the period ended Dec. 31, 2012, in a timely manner
without unreasonable effort and expense.

As previously disclosed, the Company has determined that its
annual and interim financial statements as of Dec. 31, 2011, and
2010 and for the years ended Dec. 31, 2011, 2010 and 2009
including the financial statements for the quarterly periods
within those years and through Sept. 30, 2012, should not be
relied upon, as the result of an accounting classification error
in the Relevant Periods.  Following correction of the accounting
classification error, the Company's reported revenues and net loss
are unchanged for the relevant periods.  The Company has
determined that a material weakness in internal control over
financial reporting existed as of Dec. 31, 2011, and as of each of
the quarter-end periods in 2012 up to and including Sept. 30,
2012.

In periods prior to the fourth quarter of 2012, the Company
classified certain field service personnel and related costs that
support genetic analysis services revenue as selling and marketing
expense on consolidated statements of operations.  In the restated
consolidated financial statements, the Company has correctly
classified these costs as cost of genetic analysis product sales
and services.  The correction had the effect of increasing cost of
genetic analysis product sales and services in the years ended
Dec. 31, 2011, 2010 and 2009 by $3.1 million, $3.3 million, and
$2.8 million, respectively, and for the nine months ended
Sept. 30, 2012, by $2.3 million and decreased selling and
marketing expense in a like amount in the Company's consolidated
financial statements.  The increased cost of revenue reduced gross
margin by the same amount and was offset by decreased total
operating expenses for each period presented.

The Company intends to file the 2012 Form 10-K within the 15-day
extension period provided under Rule 12b-25 of the Securities
Exchange Act of 1934, as amended.

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $117.06 million on $89.69 million of total revenues, as
compared with a net loss of $74.15 million on $55.90 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $248.61
million in total assets, $200.67 million in total liabilities and
$47.94 million in stockholders' equity.


SHAMROCK-HOSTMARK: April 23 Hearing on Cash Collateral Access
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued the hearing on Shamrock-Hostmark Princeton Hotel,
LLC's continued use of cash collateral to April 23, 2013, at 10:30
a.m.

The Debtor owns the DoubleTree by Hilton Hotel Princeton hotel
located in Princeton, New Jersey.  General Electric Capital
Corporation has a lien on substantially all of the Debtor's
assets, including all cash generated by the Hotel's operation.

The Bankruptcy Court previously issued interim orders authorizing
the Debtor's use of cash collateral.  The most recent order
granted Shamrock-Hostmark authorization to continue using cash
collateral of General Electric Capital Corporation, to pay
expenses of its hotel through April 30, 2013.

As adequate protection, the Debtor will continue operating the
Hotel and using cash collateral to pay the operating expenses.
The Lender reserves the right to seek additional adequate
protection at any time.  As additional adequate protection, the
Lender is granted valid, binding, enforceable, and duly perfected
security interests in and liens upon all of the Debtor's assets.

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel,
LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No.
12-25860) on June 27, 2012.  William Gingrich signed the petition
as vice president-CFO, of Hostmark Hospitality Group.  Shamrock-
Hostmark Princeton Hotel disclosed $522,413 in assets and
$15,457,812 in liabilities as of the Chapter 11 filing.  Judge
Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA.
Shamrock-Hostmark Andover owns the Wyndham Boston Andover in
Andover, MA.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, FL.

The Debtors are represented by David M. Neff, Esq., at Perkins
Coie LLP, in Chicago, Illinois.


SINCLAIR BROADCAST: Updates Pro Forma Financial Statements
----------------------------------------------------------
Sinclair Broadcast Group, Inc., provides an updated pro forma
financial statements to include the results of operations of
Newport Television LLC for the year ended December 31, 2012.  The
Company previously reported the completion of its acquisition of
certain broadcast assets from Newport.

The Company paid Newport $460.5 million at closing, less a working
capital adjustment of $1 million.  The Company financed the
acquisition and closing costs with a portion of the proceeds from
the issuance of $500 million of 6.125% Senior Notes due 2022,
which were issued in October 2012, plus a $41.3 million cash
escrow previously paid in July 2012.

A copy of the Pro Forma Financial Statements is available at:

                        http://is.gd/0aTOXp

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the Form 10-Q for the quarter ended March 31,
2012, that any insolvency or bankruptcy proceeding relating to
Cunningham, one of its LMA partners, would cause a default and
potential acceleration under a Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of the Company's
seven LMAs with Cunningham, which would negatively affect the
Company's financial condition and results of operations.

For the 12 months ended Dec. 31, 2012, the Company reported net
income of $144.95 million on $1.06 billion of total revenues, as
compared with net income of $76.17 million on $765.28 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.72 billion
in total assets, $2.82 billion in total liabilities and a $100.05
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SIONIX CORP: Delays Form 10-Q for Dec. 31 Quarter
-------------------------------------------------
Sionix Corp. was unable, without unreasonable effort or expense,
to file its quarterly report on Form 10-Q for the period ended
Dec. 31, 2012, by the Feb. 14, 2013, filing date applicable to
smaller reporting companies due to a delay experienced by the
Company in completing its financial statements and other
disclosures in the Quarterly Report.  As a result, the Company is
still in the process of compiling required information to complete
the Quarterly Report and its independent registered public
accounting firm requires additional time to complete its review of
the financial statements for the year ended Dec. 31, 2012, to be
incorporated in the Quarterly Report.  The Company anticipates
that it will file the Quarterly Report no later than the fifth
calendar day following the prescribed filing date.

                         About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $2.90
million in total assets, $4.02 million in total liabilities, all
current, and a $1.11 million total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SMF ENERGY: Liquidating Trust Agreement for Plan Filed
------------------------------------------------------
Soneet R. Kapila, as the Liquidating Trustee for SMF Energy
Corporation, notifies the U.S. Bankruptcy Court for the Southern
District of Florida of the signing of the liquidating trust
agreement in connection with the Debtors' Joint Plan of
Liquidation.

The agreement provides that, among other things, the liquidating
trust is created pursuant to, and to effectuate certain provisions
of, the Plan, and pursuant to the Plan, the liquidating trustee
will hold the liquidating trust assets on behalf of the holders of
allowed claims and interests entitled to receive distributions
under the Plan.

A copy of the agreement is available for free at
http://bankrupt.com/misc/SMFENERGY_trustagreement.pdf

As reported in the Troubled Company Reporter on March 1, 2013, the
Debtor's Amended Joint Plan of Liquidation, dated Oct. 16, 2012,
as modified became effective.  On the Plan's effective date an
oversight committee was formed, which consists of three members
selected by the unsecured creditors' committee.

In relation to the Plan confirmation, the Court also approved the
modifications made to resolve objections to the Plan filed by: (i)
Wells Fargo Bank, National Association; (ii) Texas Comptroller of
Public Accounts; and (iii) Texas Taxing Authorities.

A copy of the modifications is available for free at:
http://bankrupt.com/misc/SMFENERGY_plan_modify.pdf

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A.,
shut off access to a revolving credit loan and declared a default.
The bank is owed $11.2 million, including $8 million on a
revolving credit secured by all assets.  SMF Energy disclosed
$16,387,456 in assets and $31,160,009 in liabilities as of the
Chapter 11 filing.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its chief restructuring
officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  Bayshore Partners, LLC,
serves as their investment banker.  The petition was signed by
Soneet R. Kapila, the CRO.

The Debtors tapped Harry Stampler and Stampler Auctions for the
sale and liquidation of the assets of the Debtors located at 200
West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida
through an auction sale scheduled for July 19, 2012, at the
Property.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.  Robert
Paul Charbonneau and the law firm of Ehrenstein Charbonneau
Calderin represent the creditors.


SMF ENERGY: Liquidator Taps Bast Amron as Litigation Counsel
------------------------------------------------------------
Liquidating Trustee Soneet Kapila for SMF Energy Corporation, et
al., asks the U.S. Bankruptcy Court for the Southern District of
Florida for permission to employ Brett M. Amron, Esq. and Bast
Amron, LLP as special litigation counsel.

According to the Liquidating Trustee, the Plan provides that all
of the assets, including litigation claims and causes of action,
were transferred to and vested in the Liquidating Trust, which is
governed by the terms of the Plan and that certain Liquidating
Trust Agreement.

Pursuant to the Plan and the Liquidating Trust Agreement, the
Liquidating Trustee is authorized to retain post confirmation
professionals in the exercise of his best business judgment,
including without limitation to commence and prosecute claims and
causes of action against current and former directors and officers
of the Debtors.

Mr. Amron and the firm will investigate, prepare, commence,
negotiate, settle and prosecute, as applicable, the D&O Claims on
a contingency fee basis.

The Liquidating Trustee notes that even if the Plan and the
Liquidating Trust Agreement do not require prior approval of the
Court for the employment of post confirmation professionals, the
Liquidating Trustee is seeking the Court's approval out of an
abundance of caution because the proposed fee arrangement for the
prosecution of the D&O Claims is on a contingency fee basis.
Specifically, the Liquidating Trustee believes that it is
important in the case of contingency fee arrangements to provide
notice to the creditors in this case and to obtain the approval of
the Court prior to proceeding with such arrangement.

Mr. Amron and the firm have not been paid a retainer by the
Liquidating Trustee in the matter.  However, Mr. Amron and the
firm sought and were awarded fees by the Court for their pre-
confirmation services to the Committee in the total amount of
$397,080, which fees have been paid in full by the Debtors.

Mr. Amron and the firm will be entitled to receive a contingency
fee in the amount of (i) 20% of all gross recoveries actually
received by the Liquidating Trustee in connection with
the D&O Claims less (ii) an amount equal to $198,540, which
represents 50% of the Pre-Confirmation Fees paid to BA; provided
however that if the gross recoveries on the D&O Claims are
achieved and received after the filing of a response to the
complaint commencing the D&O Claims, then the success fee will not
be reduced by the adjustment.

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A.,
shut off access to a revolving credit loan and declared a default.
The bank is owed $11.2 million, including $8 million on a
revolving credit secured by all assets.  SMF Energy disclosed
$16,387,456 in assets and $31,160,009 in liabilities as of the
Chapter 11 filing.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its chief restructuring
officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  Bayshore Partners, LLC,
serves as their investment banker.  The petition was signed by
Soneet R. Kapila, the CRO.

The Debtors tapped Harry Stampler and Stampler Auctions for the
sale and liquidation of the assets of the Debtors located at 200
West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida
through an auction sale scheduled for July 19, 2012, at the
Property.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.  Robert
Paul Charbonneau and the law firm of Ehrenstein Charbonneau
Calderin represent the creditors.


SOUTHERN OAKS: Scrivener's Errors in Notice of Assets Sale
----------------------------------------------------------
Southern Oaks of Oklahoma, LLC, asked the U.S. Bankruptcy Court
for the Western District of Oklahoma for authorization to correct
the legal descriptions of three properties contained in the
Debtor's motion to sell real property that constitutes as
collateral of InterBank.

As reported in the Troubled Company Reporter on Feb. 18, 2013, the
Hon. Nile Jackson authorized the Debtor to sell the collateral of
InterBank at an auction.  The Court also ordered that the net sale
proceeds will be paid to InterBank.  The Debtor and InterBank have
negotiated a global resolution and settlement of their disputes
and the indebtedness.  Essentially, the Debtor will cause
substantially all of InterBank's collateral to be liquidated
through section 363 Motions approved by the Court with the
proceeds thereof being paid to InterBank in full satisfaction of
the debt.  In exchange, the Debtor will retain two properties free
and clear of InterBank's liens and the Debtor and guarantors will
be released from any other claims by InterBank.  A list of
properties for sale is available for free at
http://bankrupt.com/misc/SOUTHERNOAKS_sale_order.pdf

The Debtor notes that the notice of the properties being sold was
sufficient notwithstanding the scrivener's errors because the
InterBank House sale motion properly listed the street address of
the properties and the scrivener's errors were minor defects.
Bankruptcy Rule 2002(c)(1) contains the requirements for the
description of property being sold in a Section 363 sale and
provides in part: "The notice of a proposed use, sale, or lease of
property, including real estate, is sufficient if it generally
describes the property.

A copy of the corrected descriptions is available for free at:
http://bankrupt.com/misc/SOUTHERNOAKS_sale-legaldesc.pdf

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, owns a 126 unit apartment complex
in south Oklahoma City, 115 single family residences, 10
residential duplexes and 4 commercial properties in the Oklahoma
City Metro area and a 100 unit apartment complex in Pryor,
Oklahoma.  The Company operates the non-apartment properties by
and through an affiliate property management company, Houses For
Rent of OKC, LLC, who advertises, leases, collects rents, pays
expenses, provides equipment, labor and materials for maintenance,
repairs and makeready services.

The Company filed for Chapter 11 bankruptcy (Bankr. W.D. Okla.
Case No. 12-10356) on Jan. 31, 2012.  Judge Niles L. Jackson
presides over the case.  Ruston C. Welch, Esq., at Welch Law Firm
P.C., serves as the Debtor's counsel.  It scheduled $14,788,414 in
assets and $15,352,022 in liabilities.  The petition was signed by
Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.




SPIRIT REALTY: Board Declares $0.3125 Per Share Q1 Dividend
-----------------------------------------------------------
Spirit Realty Capital, Inc.'s Board of Directors has declared a
$0.3125 per share cash dividend on its common stock for the first
quarter of 2013.

The dividend equates to an annualized rate of $1.25 per share and
will be paid on April 16, 2013, to stockholders of record on
March 31, 2013.

In a subsequent press release, Spirit Realty revised the record
date for its first quarter 2013 cash dividend of $0.3125 per share
of its common stock to April 1, 2013.  The dividend payment date
remains April 16, 2013.

                        About Spirit Realty

Spirit Finance Corporation (now known as Spirit Realty Capital,
Inc.) headquartered in Phoenix, Arizona, is a REIT that acquires
single-tenant, operationally essential real estate throughout
United States to be leased on a long-term, triple-net basis to
retail, distribution and service-oriented companies.

The Company incurred a net loss of $76.23 million in 2012, a net
loss of $63.86 million in 2011, and a net loss of $86.53 million
net loss in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $3.24 billion in total assets, $1.99 billion in total
liabilities and $1.25 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Jan. 30, 2013, Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Spirit Realty
Capital Inc. (Spirit) on CreditWatch with positive implications.

"The CreditWatch placement follows the announcement that Spirit
will merge with Cole Credit Property Trust II (unrated), a
nontraded REIT, in a stock-for-stock exchange," said credit
analyst Elizabeth Campbell.  "The merged company, which will
retain the name Spirit, will become the second-largest publicly
traded triple-net-lease REIT in the U.S. with a pro forma
enterprise value of approximately $7.1 billion."

In the Sept. 15, 2011, edition of the TCR, Moody's Investors
Service affirmed the corporate family rating of Spirit Finance
Corporation at Caa1.

"This rating action reflects Spirit's consistent compliance with
its term loan covenants throughout the downturn (despite
relatively thin cushion at certain times), as well as the recent
debt paydown which, in Moody's view, will help Spirit remain in
compliance within the stated covenant limits going forward."


SRKO FAMILY: Resolves Bank Objection to NRC Hiring
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado approved
two stipulations in relation to The SRKO Family Limited
Partnership and Jannie Richardson's motion to employ NRC Realty &
Capital Advisors, LLC as exclusive real estate agent to conduct
the auction of the real properties.

The stipulation to resolve People's National Bank's objection
provides that, among other things:

   1. Peoples will have the right, but not the obligation, in its
sole discretion to submit a credit bid on the Via Linda Vista
Property;

   2. if People's submits a credit bid on the Via Linda that the
trustee submits to the Court as the highest and best bid on the
Via Linda that is subsequently approved by the Court, Peoples will
reimburse NRC the marketing and other expenses related to the Via
Linda, equal to 2% of the Peoples' credit bid.

A copy of the stipulation is available for free at
http://bankrupt.com/misc/SRKOFAMILY_nrcrealty_stipulation_b.pdf

The stipulation with N.A. Rieger, a creditor of the estate
allegedly holding a secured claim and an administrative priority
claim in the SRKO case, provides that:

   -- upon approval of the stipulation, Rieger will convey to
SRKO, by appropriate general warranty deed, the Douglas County
Property subject to the Deed of Trust previously recorded against
the property as a lien to secured the Rieger of $1,500,000
prepetition loan to SRKO

   -- SRKO will have the absolute and sole right to accept the
selection of any bids relating to the Douglas County Property, if
any, individually or collectively.

A copy of the Rieger stipulation is available for free at
http://bankrupt.com/misc/SRKOFAMILY_nrcrealty_stipulation.pdf

                     About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  Kutner Miller Brinen,
P.C. represents the Debtor in its restructuring effort.  The
Debtor disclosed $34,421,448 in assets and $80,619,854 in
liabilities as of the Petition Date.

Charles F. McVay, The U.S. Trustee for Region 19, notified the
Court that he was unable to appoint an official committee of
unsecured creditors in the Chapter 11 case of SRKO Family Limited
Partnership.


STOCKTON, CA: Pension Funds Wary as City Goes to Trial
------------------------------------------------------
Mary Williams Walsh, writing for The New York Times, reported that
Wall Street is taking America's biggest pension fund to court this
week, for a long-awaited battle over who takes the losses when a
city goes bust -- workers and retirees, municipal bondholders, or
both.

Stockton, Calif., declared Chapter 9 bankruptcy last year after
suffering one of the country's sharpest riches-to-rags swings when
the mortgage bubble burst, the NY Times recalled.  Struggling to
stay afloat, Stockton has slashed tens of millions of dollars'
worth of city services -- firefighters, senior centers, library
programs for at-risk children -- and said it would cut its
municipal bond repayments to a degree never seen before in a
municipal bankruptcy.

But it has drawn the line at slowing down its current workers'
pension accrual, or cutting the benefits its retirees now receive,
the report noted.

According to the NY Times, mutual funds that hold the threatened
bonds, and the insurers that guarantee them, have cried foul,
citing the principle that in bankruptcy, similar classes of
creditors must be treated the same way. Their objections have
prompted the federal bankruptcy judge handling Stockton's case,
Christopher M. Klein, to schedule a four-day trial this week,
starting Monday.

The NY Times report said the immediate question before the judge
is whether Stockton qualifies for Chapter 9 at all; unlike
companies, cities must meet certain criteria before they can get
federal court protection from creditors but there is a looming,
larger question that has pension funds around the country nervous:
Will a victory by bondholders in Stockton pave the way for cuts in
its workers' pensions and its payments to Calpers, which, in turn,
could lead to the demise of other public pension plans?

                       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.


STOCKTON, CA: Creditors Face Long Odds to End City Bankruptcy
-------------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that removing
Stockton, California, from federal bankruptcy protection will
require that creditors such as Assured Guaranty Corp. and Franklin
Resources Inc. (BEN) prove the city isn't truly insolvent, and
that its leaders didn't negotiate a potential settlement in good
faith.

That is the task ahead for creditors in the biggest city
bankruptcy in U.S. history, and the odds of success aren't in
their favor, attorneys following the case, told Bloomberg.
Assured, a bond insurer, and Franklin, a mutual-fund manager, will
appear in court for a four-day trial starting next week before
U.S. Bankruptcy Judge Christopher M. Klein in Sacramento.

"It is always an uphill battle," James E. Spiotto, a partner at
Chapman & Cutler LLP who represents creditors of insolvent public
agencies, told Bloomberg.

Stockton, according to Bloomberg, is among three municipalities
that have said they will try to force creditors, including
bondholders, to take less than the principal they are owed. No
city or county since at least the 1930s has used the power of a
U.S. bankruptcy court to force a reduction in the principal on its
debt. The other two are California's San Bernardino and Jefferson
County, Alabama.

San Bernardino shouldn't be allowed to cancel contracts with its
three biggest unions until a judge decides whether its bankruptcy
is legal, the city's main police and fire unions said in a court
filing, Bloomberg related.  The unions asked U.S. Bankruptcy Court
Judge Meredith Jury in Riverside, California, to delay an April 4
court hearing on whether San Bernardino officials can throw out
the three contracts.

                       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.


STRATUM HOLDINGS: Incurs $771K Net Loss in 2012
-----------------------------------------------
Stratum Holdings, Inc., filed on March 20, 2013, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2012.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Stratum Holdings' ability to continue as a going concern,
citing the Company's losses from continuing operations and working
capital deficit.

The Company reported a net loss of $771,045 on $2.8 million of
revenues in 2012, compared with net income of $2.7 million on
$3.0 million of revenues in 2011.

Gain from discontinued operations, net of income taxes, was zero
for the year ended Dec. 31, 2012 versus $3.5 million for the year
ended Dec. 31, 2011.  The Company sold the outstanding capital
stock of its Canadian Energy Services subsidiary, Decca, to a
private company in June 2011.  The gain from discontinued
operations include a pre-tax gain on the sale of Decca stock in
the amount of $2.7 million in the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $7.8 million
in total assets, $6.0 million in total liabilities, and
shareholders' equity of $1.8 million.

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

Stratum Holdings, Inc., is an energy holding company headquartered
in Houston, Texas, whose operations are primarily focused on the
Exploration & Production business.  In that business, the
Company's wholly-owned subsidiaries, CYMRI, L.L.C., and Triumph
Energy, Inc., maintain working interests in approximately 45 to 50
producing oil and gas wells in Texas and Louisiana, with net
production of approximately 700 MCF equivalent per day.


SUPERMEDIA INC: Net Profit Down to $45-Mil. in Q4 of 2012
---------------------------------------------------------
SuperMedia on March 21 announced its financial results for the
fourth quarter and full year 2012.

"Our merger with Dex One remains on track and we expect to close
the transaction in the first half of 2013," said Peter McDonald,
president and CEO of SuperMedia.  "The transaction represents an
opportunity to improve the combined companies' positioning for
growth, quality and productivity and results in a strengthened
balance sheet.

"As I look back at the last few years, I'm pleased with our
efforts and results from a cost control perspective.  Looking
forward, we will continue to aggressively manage the new company's
cost structure, and will focus on top line results.  The success
of Dex Media will come down to our ability to execute on our
strategy of helping businesses grow by using a complete suite of
social, local and mobile marketing solutions."

                          Merger Update

SuperMedia and Dex One Corporation announced the execution of a
definitive agreement to combine in a stock-for-stock merger of
equals on August 21, 2012.(1) On March 17, 2013, each of
SuperMedia and Dex and all of their domestic subsidiaries filed a
voluntary "pre-packaged" bankruptcy petition in the United States
Bankruptcy Court for the District of Delaware, each seeking relief
pursuant to a prepackaged plan of reorganization under the
provisions of Chapter 11 of title 11 of the United States Code.
The bankruptcy petition seeks the Bankruptcy Court's approval of
the prepackaged plan in order to effect the proposed merger.

The prepackaged plans are an alternative means by which to
consummate the proposed merger.  Under the merger agreement, the
transaction may be completed through Chapter 11 reorganization if
either SuperMedia or Dex is unable to obtain its stockholders'
approval of the merger agreement or unanimous lender approval of
certain amendments to SuperMedia's and Dex's respective credit
agreements.

On March 13, 2013, stockholders of Dex and SuperMedia voted to
approve and adopt the proposed merger in the event that both
SuperMedia and Dex were able to obtain unanimous lender approval
of the transaction.  Also on March 13, 2013, stockholders and
lenders of Dex and SuperMedia voted to accept the prepackaged plan
in the event that they were unable to obtain unanimous lender
approval of the transaction and, alternatively, elected to effect
the transaction through Chapter 11 cases.

Neither Dex nor SuperMedia obtained the unanimous lender approval
required to effect the transaction outside of court.  Accordingly,
on March 17, 2013, SuperMedia's board of directors authorized
SuperMedia management to file a voluntary bankruptcy petition in
order to seek approval of the prepackaged plan and the completion
of the merger.

There can be no assurance that the Bankruptcy Court will confirm
the prepackaged plans in a timely manner.  While operating under
bankruptcy, the Company's operations will be subject to oversight
by the Bankruptcy Court, which could lead to uncertainties as to
the realization of assets and satisfaction of obligations in the
normal course of business.

(1) "Dex One and SuperMedia Will Combine to Create a National
Provider of Social, Local and Mobile Marketing Solutions" Press
Release

                Fourth Quarter Financial Results

Operating revenue was $312 million in 4Q 2012, a decline of $72
million or 18.8 percent compared with the same quarter last year.

Operating income was $105 million in 4Q 2012, an increase of $13
million or 14.1 percent compared with the same quarter last year.

Operating income margin was 33.7 percent in 4Q 2012, compared with
24.0 percent for 4Q 2011.

Net income was $45 million in 4Q 2012, a decline of $93 million or
67.4 percent compared with the same quarter last year, which
included the early extinguishment of debt of $116 million in 4Q
2011.

Adjusted EBITDA (earnings before interest, taxes, depreciation and
amortization), a non-GAAP measure, which excludes proposed merger
transaction costs and the amortization of the deferred
gains/losses related to other post-employment benefit plans was
$117 million in 4Q 2012, a decline of 15.8 percent compared with
4Q 2011 adjusted EBITDA of $139 million, which excludes severance
costs and facility exit costs in 2011.

Adjusted EBITDA margin, a non-GAAP measure, was 37.5 percent in 4Q
2012, a 130 basis point improvement from 36.2 percent in the same
quarter last year.

Total expenses, excluding depreciation and amortization, merger
transaction costs, the amortization of the deferred gains/losses
related to the post-employment benefit plans, severance costs, a
non-recurring vendor settlement, facility exit costs, and a non-
cash impairment charge, were $195 million, compared with 4Q 2011
expenses of $245 million, a reduction of $50 million or 20.4
percent.

Advertising sales(2)declined 19.1 percent, compared with a decline
of 15.9 percent reported for the same period last year.

(2) Net advertising sales is an operating measure used by the
Company to compare advertising sales for current advertising
periods to corresponding sales for previous periods.  It is
important to distinguish net advertising sales from operating
revenue, which on our financial statements is recognized under the
deferral and amortization method.

                 2012 Full Year Financial Results

Operating revenue was $1,354 million for the full year 2012, a
decline of $288 million or 17.5 percent compared to 2011.

Operating income was $440 million in 2012, compared with an
operating loss of $596 million in 2011, which included a non-cash
impairment charge of $1,003 million associated with a write down
of goodwill in 3Q 2011.

Operating income margin was 32.5 percent in 2012, compared with a
negative 36.3 percent in 2011.

Net income for 2012 was $223 million, including a $51 million non-
taxable gain on early extinguishment of debt, compared with a net
loss of $771 million in 2011, which included the after-tax impact
of a goodwill impairment change of $997 million and a $116 million
non-taxable gain on early extinguishment of debt.

Adjusted EBITDA (earnings before interest, taxes, depreciation and
amortization), a non-GAAP measure, which excludes the gains
realized on early extinguishment of debt, merger transaction
costs, the amortization of the deferred gains/losses related to
other post-employment benefit plans, as well as severance costs,
was $546 million in 2012, a decline of 9.3 percent compared with
adjusted EBITDA of $602 million for 2011 which excludes severance
costs, a non-recurring vendor settlement, facility exit costs,
gains realized on early extinguishment of debt, and a non-cash
impairment charge associated with a write down of goodwill.

Adjusted EBITDA margin, a non-GAAP measure, was 40.3 percent
compared in 2012 with 36.7 percent for full year 2011, a 360 basis
point improvement.

Total expenses, excluding depreciation and amortization, merger
transaction costs, the amortization of the deferred gains/losses
related to the post-employment benefit plans, severance costs, a
non-recurring vendor settlement, facility exit costs, and a non-
cash impairment charge, were $808 million in 2012, compared with
$1,040 million in 2011, a reduction of $232 million or 22.3
percent.

Free cash flow for 2012, a non-GAAP measure, was $275 million,
representing cash provided by operating activities of $288
million, less capital expenditures (including capitalized
software) of $13 million.

In 2012, SuperMedia reduced indebtedness under its loan agreement
by $303 million.  SuperMedia's total indebtedness at December 31,
2012 was $1.442 billion.

The Company's cash balance on December 31, 2012, was $105 million.

Advertising sales declined 18.9 percent, compared with a decline
of 16.5 percent reported for the same period last year.

                         About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is SuperMedia's second stint in Chapter 11 Idearc and its
affiliates filed for Chapter 11 protection (Bankr. N.D. Tex. Lead
Case No. 09-31828) in March 2009 and emerged from bankruptcy in
December 2009, reducing debt from more than $9 billion to
$2.75 billion.


SUPERMEDIA INC: Lenders and Stockholders OK Merger with Dex One
---------------------------------------------------------------
At a special meeting of its stockholders of Supermedia Inc. held
on March 13, 2013, the stockholders approved and adopted the
proposed merger between the Company and Dex One Corporation.  The
stockholders also approved, on a non-binding advisory basis, the
compensation that may be paid or become payable to SuperMedia's
named executive officers that is based on or otherwise relates to
the transaction.

Also on March 13, 2013, SuperMedia's stockholders and the lenders
under the SuperMedia Credit Facility each voted to accept the
prepackaged plan.  The Prepackaged Plan seeks to effect the
proposed merger and related transactions contemplated by the
Amended and Restated Agreement and Plan of Merger, dated as of
Dec. 5, 2012.

                         About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is SuperMedia's second stint in Chapter 11 Idearc and its
affiliates filed for Chapter 11 protection (Bankr. N.D. Tex. Lead
Case No. 09-31828) in March 2009 and emerged from bankruptcy in
December 2009, reducing debt from more than $9 billion to
$2.75 billion.


SWEPORTS LIMITED: Deadline to File Proofs of Claim on April 1
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
set April 1, 2013, as the last day for any individual or entity to
file proofs of claim against Sweports Ltd.

Sweports Ltd. is required to answer bankruptcy allegations May 3,
2012.  An involuntary Chapter 11 petition (Bankr. N.D. Ill. Case
No. 12-14254) was filed against Sweports, Ltd., based in Skokie,
Illinois, on April 9, 2012.  Sweports, Ltd. is represented by
Ariel Weissberg at Weissberg & Associates, Ltd.

The creditors who signed the involuntary petition are Michael J.
O'Rourke, Michael C. Moody and John A. Dore, judgment creditors
who assert they are each owed $345,000.  Neal L. Wolf, Esq., at
Neal Wolf & Associates, LLC, represents the petitioning creditors.

Judge A. Benjamin Goldgar is presiding over the case.  According
to the case docket, Judge Jacqueline P. Cox was inadvertently
assigned to case.


T SORRENTO: Wants to Hire Henry S. Miller as Real Estate Broker
---------------------------------------------------------------
T Sorrento, Inc., has asked the U.S. Bankruptcy Court for the
Northern District of Texas to approved its employment of Henry S.
Miller Brokerage, LLC, as real estate broker.

The Debtor owns several parcels of real property. The parcels are
separately grouped together and refereed to as "Casino",
"Stanley", "McKinney Ranch", and the "Irving Property". Casino and
Stanley were financed through RMR Investment, Inc., with the
participation of RMR's advisor, West Orient Investment, Inc., who
are the two active parties in the case.

Prior to bankruptcy, the Debtor employed Henry S. Miller
Brokerage, LLC, to list and broker certain of the parcels for sale
pursuant to broker agreements.  The Broker Agreements provide for
an exclusive one-year listing and marketing of the tracts referred
to as "Stanley" and "Casino" for 6% of the first $1,000,000.00 and
3% of the remainder sales prices for a period.  Under the Broker
Agreements, the broker fee is earned upon the sale or other
transfer of property, which has yet to occur during the Bankruptcy
Case.

HSM does not and will not represent any parties adverse to the
Debtor or its property.

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., is a wholly owned subsidiary
of Transcontinental Realty Investors, Inc., a Nevada corporation.
T Sorrento filed for a Chapter 11 petition (Bankr. D. Nev. Case
No. 12-13907) in Las Vegas on April 2, 2012.  At the behest of RMR
Investments, Inc., the Nevada Bankruptcy Court transferred the
venue of the case to the Northern District of Texas, Dallas
Division, as the Debtor's principal office and principal place of
business are located in Dallas and the mailing address for each of
the Debtor's officers is also located in Dallas, Texas.  The case
was transferred to the Northern District of Texas by a June 27,
2012 court order.  Dallas Bankruptcy Judge Barbara J. Houser
oversees the case.

T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  The Debtor's Schedule A states it
owns six lots (about 30 acres) at "Mira Lago" in Farmers Branch,
two lots (24 acres) at Valley Branch Circle in Farmers Branch, 5.7
acres in McKinney and less than an acre in Irving.  The total
value of the real property is stated as $17,442,754.  The Debtor
has no personal property.  The Debtor disclosed it has secured
debt held by two entities totaling $5,121,368.  Property taxes
owed total $90,000.  Six unsecured creditors are owed a total of
$235,203.

Lender RMR Investments is represented by Mark E. Andrews, Esq.,
and Stephen K. Lecholop II, Esq., at Cox Smith Matthews
Incorporated.


TAYLOR BEAN: Trustee Moves to Implement Pact with Banks
-------------------------------------------------------
Peg Brickley, writing for Dow Jones Newswires' Daily Bankruptcy
Review, reported that the trustee wrapping up the affairs of
fraud-riddled mortgage lender Taylor Bean & Whitaker Mortgage
Corp. has asked a judge to cement a deal with banks that's part of
the Chapter 11 plan of a Taylor Bean finance vehicle, Ocala
Funding LLC.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


TECHNOLOGY PROPERTIES: Seeks Ch. 11 With Up to $100M in Debts
-------------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that Cupertino, Calif.-
based Technology Properties Ltd. LLC on Wednesday filed a
voluntary petition for Chapter 11 bankruptcy in California federal
court, listing liabilities up to $100 million -- including a
nearly $1.5 million debt to a Kilpatrick Townsend & Stockton LLP
predecessor.

TPL, which develops and commercializes intellectual property
assets and leverages them to drive product development, reported
between $500,000 and $1 million in assets and $50 million to $100
million in liabilities, the BLaw360 report said.  Its 100 to 199
creditors include Kilpatrick Townsend predecessor Townsend &
Townsend & Crew LLP, the report added.


TERRA INVENTIONS: Incurs $208,500 Net Loss in Jan. 31 Quarter
-------------------------------------------------------------
Terra Inventions Corp., formerly Li-ion Motors Corp., filed with
the U.S. Securities and Exchange Commission its quarterly report
on Form 10-Q disclosing a net loss of $208,580 on $0 of total
revenue for the three months ended Jan. 31, 2013, as compared with
a net loss of $2.10 million on $641,878 of total revenue for the
same period during the prior year.

For the six months ended Jan. 31, 2013, the Company incurred a net
loss of $247,892 on $0 of total revenue, as compared with a net
loss of $2.39 million on $814,196 of total revenue for the same
period a year ago.

The Company's balance sheet at Jan. 31, 2013, showed $44,085 in
total assets, $2.24 million in total liabilities and a $2.20
million total stockholders' deficiency.

"The Company's ability to raise additional capital is affected by
trends and uncertainties beyond its control.  The Company does not
currently have any arrangements for financing and it may not be
able to find such financing if required.  Obtaining additional
financing would be subject to a number of factors, including
investor sentiment.  Market factors may make the timing, amount,
terms or conditions of additional financing unavailable to it.
These uncertainties raise substantial doubt about the ability of
the Company to continue as a going concern."

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

                        http://is.gd/SPPg0K

                        About Li-ion Motors

Las Vegas, Nev.-based Li-ion Motors Corp. was incorporated under
the laws of the State of Nevada in April 2000.  The Company is
currently pursuing the development and marketing of electric
powered vehicles and products based on the advanced lithium
battery technology it has developed.


THERAPEUTICSMD INC: Selling 29.4MM Common Shares at $1.7 Apiece
---------------------------------------------------------------
TherapeuticsMD, Inc., announced the pricing of its underwritten
public offering of 29,411,765 shares of its common stock, offered
at a price of $1.70 per share to the public.  The gross proceeds
to TherapeuticsMD from this offering are expected to be
approximately $50 million, before deducting underwriting
discounts, commissions, and other estimated offering expenses
payable by TherapeuticsMD.  All of the shares in the offering are
to be sold by TherapeuticsMD.  The offering is expected to close
on or about March 20, 2013, subject to the satisfaction of
customary closing conditions.  TherapeuticsMD has granted the
underwriters a 30-day option to purchase up to an aggregate of
4,411,765 additional shares of common stock to cover over-
allotments, if any.

Jefferies LLC acted as sole book-running manager for the offering,
and Noble Financial Capital Markets acted as co-manager.

A shelf registration statement on Form S-3 relating to the public
offering of the shares of common stock was filed with the
Securities and Exchange Commission and has been declared effective
by the SEC.  A preliminary prospectus supplement relating to the
offering has been filed with the SEC and a final prospectus
supplement relating to the offering will be filed with the SEC and
will be available on the SEC's Web site at www.sec.gov.  When
available, copies of the final prospectus supplement may also be
obtained from the offices of Jefferies LLC, Attention: Equity
Syndicate Prospectus Department, 520 Madison Avenue, 12th Floor,
New York, NY 10022, by telephone at (877) 547-6340, or by e-mail
at Prospectus_Department@Jefferies.com.

                       About TherapeuticsMD

Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty
pharmaceutical company focused on the sales, marketing and
development of branded and generic pharmaceutical and OTC products
primarily for the women's healthcare market.  The Company's
products are designed to improve the health and well-being of
women from pregnancy through menopause while using information
technology to lower costs for the Patient, Physician and Payor.

As reported in the TCR on April 2, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, N.J., expressed substantial doubt
about TherapeuticsMD, Inc.'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 suffered a loss from operations of approximately $5.4 million
and had negative cash flow from operations of approximately
$5.0 million.

The Company's balance sheet at Sept. 30, 2012, showed
$3.51 million in total assets, $7.84 million in total liabilities
and a $4.33 million total stockholders' deficit.


TITAN PHARMACEUTICALS: Incurs $15.2 Million Net Loss in 2012
------------------------------------------------------------
Titan Pharmaceuticals, 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 $15.18 million on
$7.11 million of total revenue, as compared with a net loss
applicable to common stockholders of $15.20 million on $4.06
million of total revenue in 2011.  The Company incurred a $5.59
million net loss applicable to common stockholders in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $24.82
million in total assets, $47.95 million in total liabilities and a
$23.12 million in total stockholders' deficit.

OUM & Co. LLP, in San Francisco, California, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.

Following the 2011 results, OUM & Co. LLP, in San Francisco,
California, expressed substantial doubt about Titan's ability to
continue as a going concern.  The independent auditors noted that
the Company's cash resources will not be sufficient to sustain its
operations through 2012 without additional financing, and that the
Company also has suffered recurring operating losses and negative
cash flows from operations.

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

                        http://is.gd/9HgGOR

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.


TRANS ENERGY: Clarence Smith Discloses 7.6% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on Feb. 14, 2013, Clarence Smith disclosed that he
beneficially owns 1,001,534 shares of common stock of Trans
Energy, Inc., representing 7.6% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/moLBwM

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $73.78
million in total assets, $50.52 million in total liabilities and
$23.26 million in total stockholders' equity.


TRANS-LUX CORP: Amends 27.1 Million Shares Resale Prospectus
------------------------------------------------------------
Trans-Lux Corporation filed with the U.S. Securities and Exchange
Commission amendment no.2 to the Form S-1 registration statement
relating to the sale by Joseph Derdzikowski, Richard V.
Aghababian, Sloopboon & Co., et al., of up to 27,190,000 shares of
the Company's common stock.

The selling stockholders will offer their shares at a fixed price
of $0.39 per share until the Company's common shares are quoted on
the Over-the-Counter Bulletin Board, and thereafter, at prevailing
market prices or privately negotiated prices.  The Company will
not receive any proceeds from the sale of these shares by the
selling stockholders.

The Company will bear all costs relating to the registration of
these shares of its common stock, other than any selling
stockholders' legal or accounting costs or commissions.

The Company's common stock is quoted on the OTCQB under the symbol
"TNLX".  The last reported sale price of the Company's common
stock as reported by the OTCQB on Feb. 6, 2013, was $0.30 per
share.

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

                       http://is.gd/rtErP8

                   About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $23.62 million in total assets,
$20.37 million in total liabilities, and $3.25 million in total
stockholders' equity.


TRANSGENOMIC INC: Incurs $8.3 Million Net Loss in 2012
------------------------------------------------------
Transgenomic, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$8.32 million on $31.48 million of net sales for the year ended
Dec. 31, 2012, as compared with a net loss of $9.78 million on
$31.97 million of net sales during the prior year.  The Company
incurred a net loss of $3.13 million in 2010.

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 total stockholders' equity.

At Dec. 31, 2012, the Company had cash and cash equivalents of
$4.5 million and in January 2013 the Company received
approximately $8.3 million in gross proceeds in connection with
the private placement.  The Company believes that existing sources
of liquidity as of Dec. 31, 2012, along with the net proceeds of
the January 2013 private placement, are sufficient to meet
expected cash needs.  Accordingly, the Company believes it has
sufficient liquidity to continue its operations for at least the
next 12 months.

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

                        http://is.gd/sMhrpk

                        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.

                       Forbearance Agreement

On Feb. 7, 2013, the Company entered into a Forbearance Agreement
with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of
Forest Laboratories, Inc., and successor-in-interest to PGxHealth,
LLC, with an effective date of Dec. 31, 2012.  In December 2012,
the Company commenced discussions with the Lender to defer the
payment due on Dec. 31, 2012, until March 31, 2013.  As of
Dec. 31, 2012, an aggregate of $1.4 million was due and payable
under the Note by Transgenomic, and non-payment would constitute
an event of default under the Note and that certain Security
Agreement, dated as of Dec. 29, 2010, entered into between
Transgenomic and PGX.  Pursuant to the Forbearance Agreement, the
Lender agreed, among other things, to forbear from exercising its
rights and remedies under the Note and the Security Agreement as a
result of the Event of Default.


TRIBUNE CO: Jenner & Block Fee Request Too Vague, US Trustee Says
-----------------------------------------------------------------
Ciaran McEvoy of BankruptcyLaw360 reported that the U.S. trustee
in the Tribune Co. bankruptcy case on Thursday objected to a
request from Jenner & Block LLP for more than $165,000 in fees for
the months of November and December 2012, arguing that the law
firm provided inadequate time entries for its work during the time
period.

According to the report, in a six-page court filing, Roberta A.
DeAngelis, the U.S. trustee in Delaware, asked U.S. Bankruptcy
Judge Kevin J. Carey to reject the fee request and to permit
Jenner & Block to file a new, more detailed fee application.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRINITY COAL: Court Moves Schedules Filing Deadline to April 15
---------------------------------------------------------------
The Hon. Tracey N. Wise of the U.S. Bankruptcy Court for the
Eastern District of Kentucky has extended, at the behest of
Trinity Coal Corporation, et al., the deadline for the Debtors to
file schedules and statements of financial affairs until April 15,
2013.

The Debtors told the Court that due to the size and complexity of
their business operations, and the fact they are operating with
limited personnel and focused principally on stabilizing their
operations following the unexpected shock of the commencement of
involuntary Chapter 11 cases against them, they believe that they
won't be able to compile all the information necessary for the
preparation and filing of the Schedules within 14 days after the
March 4 entry of the order for relief.

To prepare the Schedules, the Debtors must gather information from
books, records, and documents relating to a multitude of
transactions, which is an extensive and time-consuming process.
The Debtors said that this information is voluminous and requires
the expenditure of substantial time and effort on the part
of the Debtors' employees, whose time and attention is fully
consumed and trained on managing the Debtors' business affairs,
and stabilizing their operations, in the tumultuous business
environment caused by the sudden and unexpected commencement of
these Chapter 11 cases.

Given that the Chapter 11 cases were commenced through sudden
involuntary petitions filed by the Debtors' creditors, the Debtors
have not had the opportunity to begin to prepare the schedules
prior to the filing of the involuntary petitions.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.


TRINITY COAL: Has Court's Interim Nod to Pay Critical Vendors
-------------------------------------------------------------
The Hon. Tracey N. Wise of the U.S. Bankruptcy Court for the
Eastern District of Kentucky has granted interim authorization to
Trinity Coal Corporation, et al., to pay certain claims of 10
critical vendors that arose prior to the relief date to maintain
their operations.

On March 4, the Debtors, in their motion, assured the Court that
the aggregate amount of these Critical Vendors payments won't
exceed $652,000 in total.  According to the Debtors, there is an
excess of $30 million owing to trade creditors for goods and
services provided to the Debtors prior to the commencement of the
Chapter 11 cases.  The Debtors said that the Vendor Claims Cap is
relatively small in light of the total amount of  vendor claims
the Debtors anticipate to be asserted against them in the Chapter
11 cases, which is estimated to be over $30 million.

The Debtors told the Court that the Critical Vendors are essential
to the continuation of the Debtors' coal mining operations and
reclamation activities, which involve repairing land to mitigate
or eliminate health and safety risks.  The Debtors said that if
the requested relief is not granted and certain essential Critical
Vendors refuse to continue to supply goods and services to the
Debtors after the Relief Date, the Debtors will (i) risk the
health and safety of their employees; (ii) fall out of compliance
with environmental and other regulations; and (iii) be unable to
continue their sole continuing operations at the Deep Water
complex, thereby threatening the Debtors' ability to continue
business operations and conduct reclamation activities and
substantially harming all creditors and other parties in interest.

With reference to the chart showing 10 vendors of the Debtors
described at the March 5, 2013 hearing to the Court and presented,
on a confidential basis, to the U.S. Trustee for the Eastern
District of Kentucky by the counsel for the Debtors: (i) the
Debtors are authorized to pay some or all of the claims of the
Critical Vendors identified on the Vendor Chart by numbers 1, 2,
6, 7, 8, 9 and 10, in the aggregate amount of $353,546.28; and
(ii) after the appointment of an Official Committee of Unsecured
Creditors and upon receiving the Committee's consent for the
payments, the Debtors are authorized to pay some or all of the
claims of the Critical Vendors identified on the Vendor Chart by
numbers 3, 4, and 5, in the aggregate amount of $297,968.21;
and (iii) upon receiving the consent for the payments from the
U.S. Trustee, the Debtors are authorized to pay some or all of the
claims of the Critical Vendor identified on the Vendor Chart
by numbers 4, in the amount of $103,127.33.

The Debtors may condition payment of any Vendor Claims upon
agreement by the Critical Vendor to supply goods or services to
the Debtors during the Chapter 11 cases on customary trade terms
or on the terms and conditions as are acceptable to the Debtors.
The Debtors are authorized to request that each Critical Vendor
enter into an agreement, when the Debtors determine that it is
appropriate to do so in connection with making payments to
Critical Vendors.

If the Debtors determine that a Critical Vendor has not complied
with the terms and provisions of the Vendor Agreement or has
failed to continue to provide Customary Trade Terms following the
date of the agreement, or on the terms as were individually agreed
to between the Debtors and the Critical Vendor, the Debtors may
terminate a Vendor Agreement, together with the other benefits to
the Critical Vendor.

A final hearing will be held on April 2, 2013, at 9:30 a.m.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.


UNIGENE LABORATORIES: Incurs $34.3 Million Net Loss in 2012
-----------------------------------------------------------
Unigene Laboratories, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $34.28 million on $9.43 million of total revenue for
the year ended Dec. 31, 2012, as compared with a net loss of $7.09
million on $20.50 million of total revenue during the prior year.
The Company incurred a $32.53 million net loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $11.31
million in total assets, $110.05 million in total liabilities and
a $98.73 million total stockholders' deficit.

Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred a net loss of $34,286,000 during the year
ended Dec. 31, 2012, and, as of that date, has an accumulated
deficit of approximately $216,627,000 and the Company's total
liabilities exceeded total assets by $98,740,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"We had cash flow deficits from operations of $3,177,000 for the
year ended December 31, 2012, $6,766,000 for the year ended
December 31, 2011 and $1,669,000 for the year ended December 31,
2010.  Our cash and cash equivalents totaled approximately
$3,813,000 on December 31, 2012.  Based upon management's
projections, we believe our current cash will only be sufficient
to support our current operations through approximately March 31,
2013.  Therefore, we need additional sources of cash in order to
maintain all or a portion of our operations.  We may be unable to
raise, on acceptable terms, if at all, the substantial capital
resources necessary to conduct our operations.  If we are unable
to raise the required capital, we may be forced to close our
facilities and cease our operations.  If we are unable to resolve
outstanding creditor claims, we may have no other alternative than
to seek protection under available bankruptcy laws.  Even if we
are able to raise additional capital, we will likely be required
to limit some or all of our research and development programs and
related operations, curtail development of our product candidates
and our corporate function responsible for reviewing license
opportunities for our technologies."

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

                        http://is.gd/Zialob

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.


UNITED GILSONITE: Has OK to Hire Cooley Manion as Defense Counsel
-----------------------------------------------------------------
United Gilsonite Laboratories sought and obtained permission from
the U.S. Bankruptcy Court for the Middle District of Pennsylvania
to employ Cooley Manion Jones LLP, nunc pro tunc to Dec. 28, 2012,
to assist in conducting the necessary due diligence regarding the
litigation claims of Fuentes and Lager so that it may formulate an
appropriate strategy regarding disposition of the claims.

Prior to the Petition Date, Cooley Manion represented the Debtor
in these non-asbestos personal injury litigation matters commenced
against the Debtor in California: (a) Fuentes v. 3M Co., et al.,
California Superior Court for San Francisco County, Case No. CGC
10-503256; and (b) Lager v. 3M Co., et al., California Superior
Court for Los Angeles County, Case No. BC447624.

The Debtor disputes any liability to Fuentes and Lager and intends
to challenge any claim either may assert against the Debtor or its
insurance.

The Debtor will pay Cooley Manion 100% of its fees and expenses
upon submission to, and approval of, the Debtor of a monthly
invoice.  Cooley Manion will be capped at fees of $10,000 per
month.  The Debtor does not believe that Cooley Manion will exceed
the Monthly Fee Cap during the pendency of the Chapter 11 case.

Howard P. Skebe, Esq., a partner at Cooley Manion, attested that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                     About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories is a
small family-owned corporation engaged in the manufacturing of
wood and masonry finishing products and paint sundries.  United
Gilsonite filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 11-02032) on March 23, 2011, to address asbestos-
related claims.  UGL is best known for Drylok, a leak-prevention
and waterproofing compound, and Zar wood finish.

Judge Robert N. Opel, II, oversees the case.  Mark B. Conlan,
Esq., at Gibbons P.C., serves as the Debtor's bankruptcy counsel.
Joseph M. Alu & Associates P.C. serves as accountants.  K&L Gates
LLP serves as special insurance counsel.  Garden City Group is the
claims and notice agent.  The Company disclosed $21,084,962 in
assets and $3,008,688 in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Montgomery, McCracken, Walker & Rhoads, LLP,
represents the Committee.  The Committee retained Legal Analysis
Systems, Inc., as its consultant on the valuation of asbestos
liabilities.

James L. Patton, Jr., has been appointed as legal representative
for future holders of personal injury or wrongful death claims
based on alleged exposure to asbestos and asbestos-containing
products.  He retained Young Conaway Stargatt & Taylor LLP as his
attorneys.

Charter Oak Financial Consultants LLC serves as financial advisor
to the Unsecured Creditors Committee and the Future Claimants
Representative.


USEC INC: Incurs $1.2 Billion Net Loss in 2012
----------------------------------------------
USEC Inc. filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $1.20
billion on $1.91 billion of total revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $491.1 million on
$1.67 billion of total revenue during the prior year.

For the three months ended Dec. 31, 2012, the Company incurred a
net loss of $1.08 billion on $421.30 million of total revenue, as
compared with a net loss of $446.4 million on $462.4 million of
total revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $2.26 billion
in total assets, $2.73 billion in total liabilities and a $472.9
million total stockholders' deficit.

"Our core operations generated revenue of $1.9 billion, a gross
profit of $138 million and cash flow from operations of $143
million that helped us end the year with a cash balance of $293
million," said John K. Welch, USEC president and CEO.  "In
addition to a high level of sales to our utility customers, our
employees kept our Paducah plant at peak efficiency and are
continuing to successfully execute a program to re-enrich depleted
uranium tails for Energy Northwest."

PricewaterhouseCoopers LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of December 31, 2012, we had $530 million of convertible notes
outstanding.  A "fundamental change" is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification described above did not trigger a fundamental change.
If a fundamental change occurs under the convertible notes, the
holders of the notes can require us to repurchase the notes in
full for cash.  We do not have adequate cash to repurchase the
notes.  In addition, the occurrence of a fundamental change under
the convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, the exercise of remedies
by holders of our convertible notes or lenders under our credit
facility as a result of a delisting would have a material adverse
effect on our liquidity and financial condition and could require
us to file for bankruptcy protection."

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

                        http://is.gd/CPzgBL

                         Hitz Acquires NAC

On Jan. 23, 2013, USEC entered into a stock purchase agreement
with Hitz Holdings U.S.A. Inc., a subsidiary of Hitachi Zosen
Corporation.  Pursuant to the Stock Purchase Agreement, on
March 15, 2013, Hitz acquired all of the outstanding shares of
USEC's wholly owned subsidiary NAC International, Inc.  NAC was
acquired by USEC in 2004 and provides transportation and storage
systems for spent nuclear fuel and provides nuclear and energy
consulting services.

The preliminary purchase price for NAC is $42.4 million, which is
equal to $45 million less an estimated net working capital
adjustment of $2.6 million.  On March 15, 2013, Hitz paid USEC
$39.9 million in cash, which is the preliminary purchase price of
$42.4 million less an escrow account deposit by Hitz of $2.5
million.  Upon final determination of the net working capital
adjustment, the $2.5 million escrow account deposit, minus any
amount paid to Hitz as a result of such final determination, will
be released to USEC.  Hitachi Zosen has guaranteed the performance
and payment obligations of Hitz under the Stock Purchase
Agreement.

Hitachi Zosen has a long-standing business relationship with NAC
as a fabricator of NAC's dry cask storage and transportation
systems.

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on Bethesda, Md.-based USEC Inc.,
including the corporate credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


UTEX INDUSTRIES: Moody's Assigns 'B3' CFR, Rates $350MM Debt 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a first time Corporate Family
Rating of B3 and Probability of Default Rating of B3-PD to UTEX
Industries, Inc.

Concurrently, Moody's has assigned a B2 to the company's proposed
$350 million first lien facilities and a Caa2 to its proposed $140
million second lien term loan. The ratings outlook is stable.

On March 6, 2013, Riverstone Holdings LLC's announced a definitive
agreement to acquire UTEX from Rhone Capital L.L.C. UTEX will use
proceeds of $440 million from the proposed loans and equity
contributed by Riverstone to fund the acquisition and repay
existing debt.

The following ratings were assigned:

Corporate Family, B3

Probability of Default, B3-PD

$50 million Revolving Credit Facility due 2018, B2 (LGD-3, 34%)

$300 million First Lien Term Loan due 2020, B2 (LGD-3, 34%)

$140 million Second Lien Term Loan due 2021, Caa2 (LGD-5, 87%)

Ratings Rationale:

The assignment of the B3 CFR reflects the implementation of
aggressive financial policies following the acquisition by
Riverstone, which will result in initial leverage of over 6.0x (on
a Moody's adjusted basis) and the doubling of balance sheet debt.
Moody's believes UTEX is well positioned to benefit from positive
fundamentals in the market for its specialty sealing solutions
that serve the oil and gas industry. However, the rating balances
this strength against its small scale, exposure to cyclical end
markets, concentration in the oil and gas industry, and niche
product offering.

The rating benefits from the company's high margins, its recent
performance track record, solid interest coverage metrics and the
recurring nature of a large portion of its revenues. UTEX sales
are generated by selling custom made, consumable sealing products
for use in harsh operating environments and tend to have short
useful lives, which Moody's believes will temper operating
volatility during cyclical downturns in its key oil and gas
markets. Moody's views the company's liquidity as good supported
by its $50 million revolver (expected to remain largely unused),
its covenant-lite capital structure, stable cash generation and
minimal capital expenditure requirements.

The B2 ratings for the $50 million revolver and $300 million term
loan reflect their first lien priority status on the collateral
securing the credit facilities while the Caa2 rating on the $140
million term loan reflects its second lien priority status. The
credit facilities will be guaranteed by UTEX's direct parent
company, UTEX Holding, Inc. and by the company's wholly-owned
domestic restricted subsidiaries.

The stable rating outlook reflects the expectation that the
company will demonstrate consistent revenue and profitability
growth over the course of the next 12-18 months, resulting in
leverage metrics dropping to a more sustainable level in the low-
to-mid 5.0x range, and improved cash generation despite the higher
interest costs associated with the new capital structure.

The ratings could be positioned for an upgrade if leverage were to
decrease and be sustained below 5.0 times through the cycle.
Ratings are somewhat constrained by the company's relatively small
size and end-market concentration.

Notwithstanding its high leverage, UTEX is otherwise strongly
positioned in the rating category. Consequently, a negative action
is unlikely given Moody's expectation for earnings growth over the
next 12-18 months. The ratings could be pressured downward if the
company's leverage profile were to deteriorate due to incremental
borrowings or earnings declines. Further, a deterioration in the
company's liquidity such that free cash flow to debt were to fall
and remain below 2.5% or the company began relying on its revolver
for ongoing operations could pressure ratings.

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.

UTEX Industries, Inc., headquartered in Houston, Texas, designs
and manufactures highly engineered specialty sealing and down-hole
products for the oil and gas industry. The company develops
products for mission-critical applications in the drilling,
completion and ongoing production of both onshore and offshore oil
and gas wells, as well as the industrial, mining and water
management industries. Total sales in 2012 were approximately $160
million.


UTEX INDUSTRIES: S&P Assigns 'B' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Houston-based UTEX Industries Inc.  The
outlook is stable.

"We also assigned issue-level and recovery ratings to UTEX's
$350 million first-lien credit facility consisting of a
$300 million term loan and $50 million revolver, and to its
$140 million second-lien credit facility.  We assigned a 'B' issue
rating (same as the corporate credit rating) to the first-lien
credit facility.  The recovery rating is '3', indicating our
expectation of meaningful (50% to 70%) recovery prospects in the
event of a payment default.  We assigned a 'CCC+' (two notches
lower than the corporate credit rating) issue rating to UTEX's
second-lien facility.  The recovery rating on the second-lien
credit facility is '6', indicating our expectation of negligible
(0% to 10%) recovery in the event of a payment default," S&P said.

"The ratings on UTEX reflect its small size and scale of
operations, limited end-market and product diversity, exposure to
the highly volatile oil and gas exploration sector, its private
equity ownership, and its very aggressive leverage," said Standard
& Poor's credit analyst.  These factors are partially offset by
the company's position in the niche engineered oil and gas
specialty sealing solutions business, significant exposure to the
more stable maintenance and repair revenue sources and a material
exposure to the stable oil and gas production end market, very
healthy margins and a relatively variable cost structure.

S&P views UTEX's business profile as vulnerable.  The company has
a narrow and limited area of specialization, focusing on the
design and manufacture of sealing solutions for flow control
applications.  The company's revenues are highly concentrated with
roughly 85% of sales derived from oil and gas exploration,
development and production end markets.  The company's exposure to
highly cyclical markets results in some variability in operating
performance over the course of a cycle.  However, while the
company's revenues declined 20% during the last industry downturn
in 2009, the drop was meaningfully less than those of other
companies in the oilfield services patch.  This is because
approximately 85% of its revenue are derived from maintenance and
repair activities, which are typically less sensitive to cyclical
pressures.

The stable outlook reflects S&P's view that UTEX will continue to
maintain its healthy margins, build on its growth trajectory and
reduce its total leverage to a run rate level of 5.5x or below
over the next 12 to 18 months.

S&P could consider a downgrade if the company's credit measures
were to weaken materially such that it projected debt/EBITDA were
to exceed 6.5x.  A positive rating action is unlikely over the
next 12 months given UTEX's lack of market diversity, modest scale
and the currently high leverage levels.


UTSTARCOM INC: Incurs $6.4 Million Net Loss in 2012
---------------------------------------------------
UTStarcom Holdings Corp. reported a net loss of $6.40 million on
$43.27 million of net sales for the three months ended Dec. 31,
2012, as compared with net income of $3.46 million on $83.46
million of net sales for the same period during the prior year.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $34.34 million on $186.72 million of net sales, as
compared with net income of $11.77 million on $320.57 million of
net sales during the previous year.

The Company's balance sheet at Dec. 31, 2012, showed $489.32
million in total assets, $271.43 million in total liabilities and
$217.89 million in total equity.

UTStarcom President and Chief Executive Officer, Mr. William Wong,
stated, "2012 was a year of significant transition for UTStarcom
and a period during which we accomplished several important
milestones.  Of primary importance, we executed a plan to exit the
IPTV equipment business and launched a new strategy designed to
transform the Company into a higher growth, more profitable
business focused on providing next generation media operational
support services and higher value-added broadband equipment
offerings.  In support of this new strategy, we began making
strategic investments in new partners, such as aioTV, and
bolstered our relationship with iTV.  Both of these actions will
allow us to build and deploy a TV over IP services platform.  In
addition, we used our robust cash position to help build long-term
value for our shareholders by continuing to repurchase stock and
effecting a tender offer that was completed in early 2013.  In
all, we have returned a total of $45 million to shareholders since
2011."

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

                       http://is.gd/O0RBLL

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.


VILLAGE SQUARE: Hearing Today on Dismissal of Involuntary Case
--------------------------------------------------------------
Cambridge TN LLC, Brooklyn-based Platinum Management Services,
LLC, and Far Rockaway -- creditors who signed the involuntary
Chapter 11 petition for Village Square I LLC -- ask the Court to
dismiss the involuntary petition without prejudice.

In documents filed late last month, the petitioners say that after
discovery and negotiations between the parties, they have agreed
to the voluntary dismissal of the Chapter 11 case.  A hearing is
slated March 26.

In December, the petitioners sought conversion of the involuntary
Chapter 11 case to a Chapter 7 case, noting that the primary asset
of the Debtor has been sold.

                      About Village Square

Three creditors filed involuntary Chapter 11 bankruptcy petitions
against Seattle-based Village Square I LLC and Village Square II
LLC (Bankr. W.D. Tenn. Case Nos. 12-25236 and 12-25238) in Memphis
on May 21, 2012.

The creditors are Cambridge TN LLC, which assert a $1,002,703
claim on account of a prepetition loan; Brooklyn-based Platinum
Management Services, LLC, which assert a $38,343 claim on account
of prepetition services; and Far Rockaway, N.Y.-based Avi Kaufman,
who asserts a $62,000 claim on account of a loan.  Judge Paulette
J. Delk presides over the case. Toni Campbell Parker, Esq., in
Memphis, serves as the petitioning creditors' lawyer.


VUANCE LTD: Rebrands as SuperCom, Broadens Into National E-ID
-------------------------------------------------------------
SuperCom Ltd., formerly Vuance, a leading provider of e-ID and
electronic monitoring solutions, has changed its corporate name
from Vuance to SuperCom.  Supercom is Vuance's former name and
still holds strong brand value as a leader in national e-ID and
RFID.

In conjunction with its name change, SuperCom will change its
ticker from VUNCF to SPCBF at the end of the trading day of
March 14, 2013.

In addition, SuperCom goal is to initiate the required actions in
order to re-list its shares on the NASDAQ capital market in the
future.

The Company has broadened its activities.  It is now providing
solutions for the national electronic-ID market, electronic
monitoring for law enforcement, and homecare and healthcare
markets, using its proprietary RFID and Mobile technology
platform.

SuperCom has also embarked on a new investor relations program
designed to increase following from international investors and
transparency to the financial markets.

"I am proud to re-launch the new Supercom.  The year 2012 was a
fantastic turnaround year for us," commented Arie Trabelsi, CEO of
Supercom.  As we move through 2013, and we begin to increasingly
realize our potential, we have upgraded our outreach and investor
relation activities.  Our aim is to better realize the true value
of our company by increasing our transparency and communication
levels with our existing shareholders and new investors.  In
addition, we have decided to streamline ourselves and we have
brought some new and highly experienced executives and Markets
experts to support our broadening activity focused on the e-ID
market, electronic monitoring, homecare and healthcare."

                          About SuperCom

Since 1988, SuperCom has been a leading global provider of
traditional & digital identity solutions, providing advanced
safety, identification and security products and solutions, to
Governments, private and public organizations throughout the
world.  SuperCom has been inspiring governments and national
agencies, to design and issue secured Multi-ID documents and
robust digital identity solutions to its citizen and visitors,
using SuperCom e-Government platforms and innovative solutions for
traditional and biometrics enrollment, personalization, issuance
and border control services.  SuperCom features a unique all-in-
one field-proven RFID & mobile technology and products,
accompanied with advanced complementary services for the
healthcare and homecare, security and safety, community public
safety, law enforcement, electronic monitoring, livestock
monitoring, building and access automation and more.
SuperCom Web site is http://www.supercom.com

The Company reported net income of US$1.02 million on US$7.92
million of revenue in 2011, compared with a net loss of US$1.96
million on US$7.38 million of revenue in 2010.

In the auditors report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Fahn Kanne & Co.
Grant Thornton Israel expressed substantial doubt about the
Company's ability to continue as a going concern.  The indepdent
auditors noted that the Company has incurred substantial recurring
losses and negative cash flows from operations and, as of Dec. 31,
2011, the Company had a working capital deficit and total
shareholders' deficit.

The Company's balance sheet at June 30, 2012, showed US$1.87
million in total assets, US$3.35 million in total liabilities and
a US$1.47 million total shareholders' deficit.


WAGSTAFF MINNESOTA: Wins Confirmation of Chapter 11 Plan
--------------------------------------------------------
Wagstaff Minnesota, Inc., and its affiliated debtor entities won
confirmation of their Chapter 11 plan dated March 6, 2013.

Bankruptcy Judge Dennis O'Brien in St. Paul, Minnesota, issued the
order confirming the Plan on March 7.  The hearing to consider
confirmation of the Plan was held March 5.

The Debtors filed a modified joint plan of liquidation on March 1
and a second modified joint plan on March 6.  The Official
Committee of Unsecured Creditors co-proposed the Plan.

As reported by the Troubled Company Reporter on Feb. 7, the
Committee on Dec. 13, 2012, filed its own Plan for debtors
Wagstaff Texas, Inc. and D & D Idaho Food, Inc.  The Debtors also
filed their own exit plan last year.

In January, the U.S. Trustee objected to the disclosure statement
explaining the Committee's plan, saying it lacked adequate
information.  Hearings to consider approval of the Committee's
disclosure statement was continued to Jan. 10 and then to Jan. 31.

With the filing of the Joint Plan, the Committee on Feb. 1 filed a
notice abandoning its earlier Plan.

Under the Debtors and the Committee's Joint Plan, the Debtors will
assign all of their remaining assets to trusts that will liquidate
the assets and distribute the cash proceeds of those assets to
creditors as set forth in the trust documents.  The Debtors expect
to emerge from chapter 11 this year.

The Debtors filed for bankruptcy amid disputes with their
franchisor, KFC Corporation.  Last year, the Debtors began
disposing off assets as part of a settlement deal with KFCC.
Assets sold include:

  Debtor(s)   Counterparty    Asset Disposed of          Amount
  ---------   ------------    -----------------          ------
D&D Property  Sarbjit and     Unimproved commercial           -
              Sukhvinder      real property at
              Takhar          1472 HWY 99E, Gridley, CA

Wagstaff      Treadwell       Certain property         $500,000
Texas and     Restaurants
Wagstaff      of Oklahoma
Properties
Texas         Perella         Leased real            $2,750,000
              Weinberg        properties            (credit bid)
              Partners Asset
              Based Value
              Master Fund
              I L.P.

Wagstaff      AFC             Restaurants           $13,800,000
Management    Enterprises     in Minn. and Calif.
Corporation,
Wagstaff
Minnesota,
Wagstaff
Properties
Minnesota,
Wagstaff
Properties,
D&D Property
Investments,
and D&D
Food Management
(CA&MN Debtors)

CA&MN         LT Investment   Some restaurants       $1,000,000
Debtors       Properties      in Minn.

D&D Idaho     LT Investment   Some restaurants         $850,000
Food, and                     in Idaho & Ore.
D&D Property
Investments,

Wagstaff      Robert Carle    Restaurants in Alaska  $1,070,000
Atte
Alaska Inc.
and Wagstaff
Atte
Alaska LLC

A copy of the Second Modified Joint Plan is available at
http://bankrupt.com/misc/WAGSTAFF_MINNESOTA2ndplan.pdf

                     About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.  The cases are jointly
administered with Wagstaff Minnesota, Inc. (Case No. 11-43073).

The Debtors are corporations and limited liability companies that
are owned in whole or in part by Denman Wagstaff and his wife,
along with various other minority or equal owners.  Pursuant to
franchise agreements, the Debtor corporations owned and operated
80 "KFC" restaurants in Alaska, California, Idaho, Minnesota,
Oregon, and Texas, with a corporate headquarters in Hanford,
California.  The Debtors that are limited liability companies each
owned real property that was leased to certain of the Debtor
corporations operating the restaurants.

Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million in its petition.

Judge Dennis D O'Brien oversees the cases, taking over from Judge
Nancy C. Dreher in November 2012.  Peitzman Weg LLP and Fredrikson
& Byron, P.A., serve as the Debtors' Co-Bankruptcy Counsel.  The
Debtors also hired these professionals: Adair & Evans as
Controller/CFO, Accountant, and Tax Advisor; Alvarez & Marsal
North America LLC acts as Financial Advisor; Trinity Capital LLC
as Investment Banker to the Texas Debtors; Epiq Bankruptcy
Solutions LLC as Administrative Agent; Terra Properties as Real
Estate Broker to D&D Property Investments; Jones & Malhotra as
401(k) Auditor; Newmark Grubb Knight Frank as Real Estate
Consultant; and M. Green and Company LLP as Independent Certified
Public Accountant.

On June 8, 2011, the U.S. Trustee appointed the Creditors'
Committee. The members of the Creditors' Committee are (i) Prime
Source Food Service Equipment, Inc., (ii) Hart Property
Consultants, and (iii) Powerhouse Repair.  The Committee is
represented by Sugar Felsenthal Grais & Hammer LLP, Lommen Abdo
Cole King & Stageberg PA, and Freeborn & Peters LLP.


WALTER ENERGY: Moody's Assigns B3 Rating to New US$350MM Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Walter Energy
Inc.'s proposed $350 million senior unsecured notes due 2021.
Proceeds of the offering will be used to repay $250 million of
senior secured bank debt and to enhance liquidity. The senior
secured bank debt pay down will eliminate term loan amortization
through 2014 and provide additional headroom under the net secured
leverage covenant. The company will also complete a credit
agreement amendment before closing on the notes offering. The
amendment is contingent on completing the bond offering and will
loosen a covenant. Moody's affirmed all other short- and long-term
ratings, including the B1 Corporate Family Rating. The rating
outlook remains negative.

"Completing the credit agreement amendment and bond offering will
provide more financial flexibility, but the rating is positioned
weakly and it remains uncertain if the company will be able to
make the operational adjustments necessary to return to breakeven
free cash flow in 2013," said Ben Nelson, Moody's lead analyst for
Walter Energy. Notwithstanding the liquidity benefits of the
transaction, Moody's maintained the negative outlook on all long-
term ratings due to execution risk associated with the company's
ability to improve its cash flow profile amidst a difficult market
environment.

Issuer: Walter Energy, Inc.

Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD

Senior Secured Credit Facilities, Affirmed Ba3 (LGD3 33% from 39%)

Senior Unsecured Notes due 2020, Affirmed B3 (LGD5 86% from LGD5
90%)

Proposed Senior Unsecured Notes due 2021, Assigned B3 (LGD5 86%)

Outlook, Negative

Speculative Grade Liquidity Rating, Affirmed SGL-2

The assigned ratings are subject to Moody's review of the final
terms and conditions of the proposed bond offering.

Ratings Rationale:

The B1 CFR is constrained primarily by high absolute debt relative
to anticipated production levels, exposure to cyclical
metallurgical coal pricing, and reliance on a few key coal mines
for the majority of earnings and cash flow. Moody's estimates
financial leverage is near 6 times Debt/EBITDA and interest
coverage below 1 time EBIT/Interest. These credit measures are
weak for the rating category, but indicative of metallurgical coal
pricing near a cyclical trough. Expectations for breakeven free
cash flow for the full year in 2013, over $540 million of
available liquidity on a pro forma basis for the offering, and the
potential to generate strong earnings and cash flow on a mid-cycle
basis support the rating.

The negative outlook reflects the possibility that further
deterioration in end market conditions, expectations for current
conditions to persist for an extended period, or any meaningful
operational setbacks could result in a rating downgrade within the
next few quarters.

Moody's could downgrade the rating if it expects: (i) lack of
improvement in metallurgical coal markets, including in benchmark
pricing for low-vol hard coking coal from the first quarter level
of $165/ton; (ii) failure to meet targeted cash costs at key
mines; (iii) sustained negative free cash flow; or (iv) available
liquidity to fall below $400 million. Failure to complete the
proposed credit agreement amendment and bond offering could also
have negative rating implications.

While upward rating momentum is limited at present, Moody's could
stabilize the rating outlook with improved liquidity and
expectations for sufficient cash flow to start repaying secured
debt. An upgrade would require increased production, substantial
debt reduction, and additional clarity with respect to the funding
of development projects.

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

Walter Energy, Inc., headquartered in Birmingham, Alabama, is
primarily a metallurgical coal producer which also produces
metallurgical coke, steam and industrial coal, and natural gas.
The company acquired met coal producer Western Coal Corporation in
April 2011. Walter generated approximately $2.4 billion in revenue
in 2012.


WALTER ENERGY: S&P Rates $350 Million Senior Unsecured Notes 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue-level rating to Walter Energy Inc.'s proposed $350 million
senior unsecured notes.  The recovery rating on the notes is '5',
indicating S&P's expectation for modest (10% to 30%) recovery in
the event of a payment default.  The company is issuing the notes
under Rule 144A with registration rights.

"At the same time, we raised our rating on Walter Energy's secured
term loan and revolving bank facility to 'BB-' from 'B+'.  We also
revised our recovery rating on the secured debt to '2' from '3'.
The one-notch upgrade and the '2' recovery rating reflect our
expectation for substantial (70% to 90%) recovery in the event of
a payment default.  The upgrade assumes that the company uses
proceeds from the proposed unsecured offering to repay a minimum
of $250 million of secured term debt, resulting in improved
recovery prospects for secured lenders.  For our full recovery
analysis, see our recovery report on Walter Energy to be published
shortly after this report on RatingsDirect," S&P said.

The 'B+' corporate credit rating on Walter Energy reflect the
combination of what S&P considers to be the company's "weak"
business risk and "aggressive" financial risk profiles.  Key risks
to the company's business include a cyclical slowdown in steel
production that is suppressing demand for metallurgical (met) coal
and a high reliance on a single Southern Appalachian mining
complex for most of its operating income.  Still, S&P maintains
its view that Walter Energy's coal reserves are of a very high
quality and that its mining costs are comparably low.

S&P expects that 2013 EBITDA should be about $600 million.  S&P
expects debt-to-EBITDA to remain at or below 5x, and S&P expects
funds from operations (FFO)-to-debt to be near the lower end of
the 12% to 20% range through 2013.  These ratios are consistent
with an aggressive financial risk profile.  Still, the negative
outlook reflects the risk that met coal prices could continue to
deteriorate if steel manufacturing slows due to weaker-than-
expected global economic conditions.

RATINGS LIST

Walter Energy Inc.
Corporate credit rating               B+ /Negative/--

New Ratings
$350 mil sr unsecured notes          B
  Recovery rating                     5

Upgraded; Recovery Rating Revised
                                      To              From
Secured term loan                    BB-             B+
  Recovery rating                     2               3
Revolving bank facility              BB-             B+
  Recovery rating                     2               3


WECHSLER & CO: Plan Confirmation Hearing Set for May 2
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on May 2, 2013, at 10 a.m., to consider the
confirmation of Wechsler & Co., Inc.'s First Amended Liquidating
Plan.

According to First Amended Disclosure Statement, the Plan provides
for among other things, holders of the allowed secured and
priority tax claims of New York State Department of Taxation and
Finance ($12.0 million) will receive 84.6% of the "plan
distribution fund".  Holders of allowed unsecured claims, other
than NYSDTF, IRS and Norman Wechsler, will receive, in cash, 100%
together with interest at the applicable federal rate of interest
for the week ending during the week of the Effective Date, which
rate is based on a weekly average 1-year constant maturity
Treasury yield.  Norman Wechsler will retain his interests in the
Debtor.

A copy of the Disclosure Statement is available for free at

   http://bankrupt.com/misc/WECHSLER_&_CO_ds_1amended.pdf

                     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.


WESTERN POZZOLAN: Meeting of Creditors Scheduled for April 5
------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Western Pozzolan Corp.'s Chapter 11 case on April 5, 2013, at
8 a.m.

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

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

According to the notice, July 5, 2013, is the deadline for any
individual or entity to file proofs of claim against the Debtor.

                     About Western Pozzolan

Western Pozzolan Corp., is in the business of mining and selling
pozzolan ore.  Western Pozzolan operates the Long Valley Pozzolan
Plant in Lassen County, California.  The Company filed a Chapter
11 bankruptcy petition (Bankr. D. Nev. Case No. 12-11040) in Las
Vegas, Nevada, on Jan. 30, 2012.

The case was now reassigned to Judge Linda B. Riegle from Judge
Mike K. Nakagawa.  Matthew Q. Callister, Esq., at Callister &
Associates, serves as the Debtor's counsel.  The Debtor disclosed
$10,825,304 in assets and $2,916,012 in liabilities as of the
Chapter 11 filing.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors.

Western Pozzolan first filed for bankruptcy protection (Bankr. D.
Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.

On Dec. 3, 2012 the Hon. Mike K. Nakagawa, in response to Interest
Income Partners, L.P.'s request for the dismissal of the Debtor's
case, ordered the appointment of a Chapter 11 trustee.  The Debtor
said that the bankruptcy case will benefit from the appointment of
a Chapter 11 trustee, given the development of the cases
associated with the Debtor's principal, James W. Scott.

The U.S. Bankruptcy Court District of Nevada authorized David A.
Rosenberg, the Chapter 11 trustee for Western Pozzolan Corp., to
employ Howard Kim & Associates as his general purpose counsel.


WESTINGHOUSE SOLAR: Jon Witkin Resigns as Director
--------------------------------------------------
Jon Witkin tendered his resignation as a director of Westinghouse
Solar, Inc., effective Feb. 13, 2013.  Mr. Witkin has served on
the Company's Board of Directors since July 2007 and the Company
said it is grateful for his many years of service and
contributions.

                      Enters Into $1-Mil. SPA

On Feb. 15, 2013, Westinghouse entered into a securities purchase
agreement with certain institutional accredited investors relating
to the sale and issuance of up to 1,000 shares of the Company's
newly created Series D 8% Convertible Preferred Stock at a price
per share equal to the stated value, which is $1,000.00 per share,
for aggregate proceeds of up to $1,000,000.  At the initial
closing, concurrent with entering the agreement, the Company
issued 150 shares of Series D Preferred, for initial aggregate
proceeds of $150,000.

After the initial closing, the Securities Purchase Agreement
permits the Purchasers to exercise a "call" right to purchase
additional Series D Preferred from the Company, in multiple "draw
downs" from time to time until Dec. 31, 2013, subject to certain
limits, terms and conditions.

Each share of Series D Preferred is convertible at the option of
the holder thereof, commencing upon the earlier of the date that
is 180 days after the initial closing (that is, Aug. 14, 2013) or
the date two business days after the next stockholder meeting of
the Company, into that number of shares of common stock of the
Company determined by dividing the Stated Value per share of
Series D Preferred by a $0.10 per share conversion price, subject
to future adjustment.  Based on the initial Conversion Price, the
150 shares of Series D Preferred issued at the initial closing
would be convertible into 1,500,000 shares of common stock.

In connection with the sale of the Securities under the Securities
Purchase Agreement, the Company has granted the Purchasers "piggy-
back" registration rights to include the underlying shares of
common stock issuable upon conversion of the Series D Preferred in
future registration statements,  if any are filed by the Company.
The Securities Purchase Agreement also provides the Purchasers a
right to participate in any future debt and equity offerings of
Company securities until Dec. 31, 2013.

The Certificate of Designation to create the Series D Preferred
includes certain negative covenants regarding indebtedness and
other matters, and includes provisions under which the holders of
Series D Preferred are entitled to demand redemption for cash or
stock upon specified triggering events., including in the event of
a change of control of the Company.

                         About Westinghouse

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

As reported in the TCR on April 16, 2012, Burr Pilger Mayer, Inc.,
in San Francisco, California, expressed substantial doubt about
Westinghouse Solar'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
suffered significant operating losses and has negative
cash flow from operations.

The Company's balance sheet at Sept. 30, 2012, showed
$4.4 million in total assets, $5.6 million in total liabilities,
and a stockholders' deficit of $1.2 million.


WIZARD WORLD: Bristol Investment Holds 22% Stake at Jan. 31
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Bristol Investment Fund, Ltd., disclosed that, as of
Jan. 31, 2012, it beneficially owns 8,002,992 shares of common
stock of Wizard World, Inc., representing 22.58% of the shares
outstanding.  A copy of the filing is available for free at:


                        http://is.gd/aYK8qb

                        About Wizard World

Based in New York, N.Y., Wizard World, Inc., is a producer of pop
culture and multimedia conventions ("Comic Cons") across North
America that markets movies, TV shows, video games, technology,
toys, social networking/gaming platforms, comic books and graphic
novels.  These Comic Cons provide sales, marketing, promotions,
public relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.

The Company's balance sheet at Sept. 30, 2012, showed $2.58
million in total assets, $6.78 million in total liabilities and a
$4.19 million total stockholders' deficit.

"As reflected in the accompanying consolidated financial
statements, the Company had an accumulated deficit at
September 30, 2012, and had a net loss for the interim period then
ended.  These factors raise substantial doubt about the Company's
ability to continue as a going concern," the Company said in its
quarterly report for the preiod ended Sept. 30, 2012.


WJO INC: Has Access to Cash Collateral Until March 31
-----------------------------------------------------
The Hon. Jean K. Fitzsimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania approved a 23rd stipulation and
agreed final order authorizing Alfred T. Giuliano, as Chapter 11
Trustee of WJO, Inc., to use cash collateral until March 31, 2013.

TriState Capital Bank asserts that it holds valid, enforceable,
and allowable claims against Debtor on the Petition Date: (i)
under a revolving credit facility, of unpaid principal in the
amount of $3.1 million (ii) under a term loan, of unpaid principal
in the amount of $820,000; together with any other obligations of
the Debtor to the lender to the extent provided under the Loan
Documents, including without limitation interest, reasonable
costs, attorneys' fees, and any and all other amounts owing under
the Loan Documents prepetition and to the extent permitted by the
Bankruptcy Code and applicable law.

TriState asserts that the prepetition indebtedness is secured by
properly perfected and unavoidable first priority liens and
security interests in (i) substantially all personal property of
the Debtor; and (ii) certain real property located at 424 Mill
Street, Unit 100, Bristol, Pennsylvania.

Effective as of Feb. 20, 2013, the Chapter 11 trustee closed on
the sale of certain assets of the Debtor related to the operation
of its business pursuant to the Asset Purchase Agreement between
the Trustee and Dedicated Doctors, PC.  The Chapter 11 trustee's
last day of operating the Debtor's medical offices was Feb. 19,
2013.  Dedicated Doctors commenced operations at the medical
offices as of the closing Date and assumed all obligations related
to the purchased assets and the medical offices as of the closing
Date.  Accordingly, the Chapter 11 trustee only requires the
continued use of cash collateral to pay for expenses incurred
through the Closing Date which were not billed and/or received
until after the Closing Date.

A copy of the budget is available for free at:

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

The Chapter 11 Trustee grants the Lender valid and automatically
perfected first priority replacement liens and security interests
in and upon all of the properties and assets of the Debtor.

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.

On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3,
obtained permission from the Hon. Jean K. Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy
estate of WJO, Inc.  Maschmeyer Karalis P.C. serves as the Chapter
11 Trustee's general bankruptcy counsel.


WM SIX FORKS: Liquidating Plan Confirmed
----------------------------------------
Judge J. Rich Leonard of the U.S. Bankruptcy Court for the Eastern
District of North Carolina, Raleigh Division, confirmed on Feb.
15, 2013, WM Six Forks, LLC's Plan of Liquidation.

The Plan contemplates, among other things, for the funding of a
settlement fund by Lenox Mortgage XVII LLC, the Debtor's secured
lender.  As the consequence of an alleged technical flaw in the
mortgage, Lenox settled by contributing some $1.5 million to a
fund for unsecured creditors.  The disclosure statement told
unsecured creditors they could expect to recover about 13% on
their $5 million in claims.  Mechanics lienholders and
subordinated secured creditors, whose claims aggregate $6 million,
could expect the same recovery.  Lenox purchased that the 298-unit
Manor Six Forks luxury apartment project in exchange for $37.1
million in mortgage debt.

A full-text copy of the Plan dated Feb. 5, 2013, is available for
free at http://bankrupt.com/misc/WMSIXplan0205.pdf

                        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.


WPCS INTERNATIONAL: Incurs $1.2 Million Net Loss in 3rd Quarter
---------------------------------------------------------------
WPCS International Incorporated reported a net loss of $1.22
million on $9.51 million of revenue for the three months ended
Jan. 31, 2013, as compared with a net loss of $10.31 million on
$13.12 million of revenue for the same period a year ago.

For the nine months ended Jan. 31, 2012, the Company incurred a
net loss of $724,000 on $32.9 million of revenue, as compared with
a net loss of $12.02 million on $53.5 million of revenue for the
same period a year ago.

The Company's balance sheet at Jan. 31, 2013, showed $24.10
million in total assets, $18.62 million in total liabilities and
$5.48 million in total equity.

Andrew Hidalgo, CEO of WPCS, commented, "WPCS is excited to
announce a third consecutive quarter of EBITDA profitability.  We
are also very pleased that our efforts in turning around the
performance of the company from two difficult prior fiscal years,
has been successful.  We continue to improve our financial
performance with higher gross margins and a healthy $27.6 million
backlog and $54.4 million bid list."

"At January 31, 2013, the Company had cash and cash equivalents of
$2,136,045 and working capital of $1,346,836, which consisted of
current assets of $17,931,300 and current liabilities of
$16,584,464.  However, the Company's outstanding obligations under
the Zurich Agreement and Indemnity Agreement raise substantial
doubt about the Company's ability to continue as a going concern."

A copy of the Form 10-Q filed with the Securities and Exchange
Commission is available for free at http://is.gd/cIgXCZ

On March 18, the Company held an earnings conference call to
discuss the latest financial results.  The script of the earnings
conference call is available for free at http://is.gd/jnVeLw

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

J.H. COHN LLP, in Eatontown, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended April 30, 2012.  The independent auditors noted
that the Company is in default of certain covenants of its credit
agreement and has incurred operating losses, negative cash flows
from operating activities and has a working capital deficiency as
of April 30, 2012.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

WPCS reported a net loss attributable to the Company of
$20.54 million for the year ended April 30, 2012, compared to a
net loss attributable to the Company of $36.83 million during the
prior fiscal year.


WYLDFIRE ENERGY: Plan Exclusivity Expires March 31
--------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended until March 31, 2013, Wyldfire Energy, Inc.'s exclusive
periods to solicit acceptances for its proposed Plan of
Reorganization.

According to the First Amended Disclosure Statement, the Debtor
has a plan provides for this estimated recovery:

   1. Allowed Claims of Unsecured
      (General) Creditors:                100%

   2. Bubba Riggs Claim (includes
      Riggs Energy Inc.):                  $0 - $5.267 million

   3. Riley-Huff Claim                     $0 - $11,671,610 (100%)

   4. Debt Claims held by Debtor's
      Principal:                           100% (after all
                                           higher Classes)

   5. Interests in the Debtor:             No distribution until
                                           full payment of all
                                           other Classes will have
                                           occurred.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/WYLDFIRE_ENERGY_ds_1amended.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's Plan provides that General Unsecured Creditors will
be paid in full in one installment being payable on or within 60
days of the respective Initial Distribution Date.


WYLDFIRE ENERGY: Hearing Today on Bid for Chapter 11 Trustee
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on March 26, 2013, at 9 a.m. to consider a
motion to appoint a Chapter 11 trustee in the case of Wyldfire
Energy, Inc.

As reported in the TCR on Oct. 18, 2012, Carlton "Bubba" Riggs and
Riggs Energy, Inc., are asking the Court to direct the appointment
of a trustee.

Prepetition, the Riggs Parties filed a lawsuit in Texas state
court in connection with partnership affairs with the Debtor and
its principals, Tamara Ford and Tim Ford.  The court announced its
finding that the Riggs Parties were entitled to a cash award of
more than $5 million.  A final judgment against the Debtor and the
Fords, jointly and severally, was imminent after the parties
entered into a written Settlement Agreement, after the state court
conducted a three-day hearing on entry of judgment on that
Agreement, after an arbitrator rendered a decision finding that
the Agreement required the Debtor and the Fords to be jointly and
personally liable under the judgment, and after the court
announced its finding that the Riggs Parties were entitled to a
cash award of more than $5 million.

At that point, according to the Riggs Parties, the Fords threw
Wyldfire into bankruptcy as a litigation tactic, hoping to avoid
their joint and personal liability under the Settlement Agreement
and the resulting non-appealable findings by the judge and the
arbitrator.  At this same time, the Fords began transferring
assets out of their name in an effort to protect, hide, and
conceal them from execution of the imminent non-appealable
judgment in favor of the Riggs Parties.

According to the Riggs Parties, appointing a Chapter 11 trustee
for Wyldfire is the only way to ensure that Wyldfire's bankruptcy
will be conducted in the best interest of its creditors, as
opposed to the conflicting best interests of Tim Ford and Tamara
Ford personally.  The Fords are responsible for initiating
Wildfire's bankruptcy, and for exposing Wyldfire to additional
damages as a result of their withdrawal of consent to the written
Settlement Agreement in Frio County litigation, entitling Riggs
not only to the cash award exceeding $5 million, and one-half of
all partnership assets -- in which the Debtor listed its 50%
interest be valued at approximately $33 million, the other 50% of
which ownership interest would be owed to the Riggs Parties -- but
now as a result of the Fords causing Wyldfire to withdraw its
consent to the written Settlement Agreement, Wyldfire's estate is
subject to a 40% award of attorney fees pursuant to Tex. Civ.
Prac. & Rem. Code Sec. 38.001(8).

                       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's Plan provides that General Unsecured Creditors will
be paid in full in one installment being payable on or within 60
days of the respective Initial Distribution Date.




* Bonus Before Bankruptcy Isn't Estate Property
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bonuses for work performed in the year before an
individual filed a Chapter 7 petition don't represent property of
the bankrupt estate because paying the bonuses was entirely within
the discretion of the employer.

The report relates that in a case from Minnesota, the bankruptcy
court denied discharge and ruled that $24,000 in bonuses be turned
over to the trustee.  In court filings and at the meeting of
creditors, the bankrupt didn't disclose she had received a bonus
for the prior year's work.  The individual filed bankruptcy in
January 2009.  Although she was entitled to bonuses for that year,
the U.S. Bankruptcy Appellate Panel for the Eighth Circuit said
the bonuses were entirely within the discretion of the employer.
The employer didn't formally grant the bonuses until after the
employee had filed bankruptcy.

According to the report, the opinion by U.S. Bankruptcy Judge
Barry Schermer in St. Louis said the bonuses weren't property of
the bankrupt estate because the employee had no property interest
in them when she filed her petition.  Judge Schermer distinguished
a Supreme Court case, Segal v. Rochelle, noting that the right to
a tax refund in that case had been earned when bankruptcy was
filed.  Only filing a refund claim was lacking.  The judgment was
set aside and the bankrupt's discharge was reinstated.

The case is Seaver v. Klein-Swanson (In re Klein-Swanson),
12-06054, U.S. Bankruptcy Appellate Panel for the Eighth Circuit
(St. Louis).


* Citigroup Banker Says It Is Too Early to Toast a Revival in M&A
-----------------------------------------------------------------
Michael J. De La Merced, writing for The New York Times' DealBook,
reported that while many of the lawyers gathered here may be ready
to toast an upswing in deals, one prominent mergers banker thinks
it is too early to plan a party.

In kicking off the Corporate Law Institute conference, Mark
Shafir, co-head of global mergers and acquisitions at Citigroup,
laid out a view of the deal world still trying to find its feet
after the financial crisis, the report related.  Many of the
factors that should lead to an enormous recovery in deals are in
place, he said. But there are enough potential problems that the
market is lagging behind where it should be.

"We're not in the midst of a major recovery," Mr. Shafir -- who
jokingly referred to himself as the "sacrificial banker" of the
conference -- told the assembled lawyers, the DealBook related.
"I'd like to be wrong, and I think everyone in this room would
like this to be wrong."

Many of the potential problems Mr. Shafir outlined have become
common refrains by this point. Western Europe continues to be an
extreme laggard, leaving a hole in the market that has yet to be
filled and one of the slides in his presentation listed a host of
other issues: sovereign debt crises, "Eurogeddon," a hangover from
the financial crisis, the DealBook said.


* Equifax Reports Student Loan "Severe Derogatory" Balances
-----------------------------------------------------------
According to Equifax's latest National Consumer Credit Trends
Report, severe derogatory or charged-off balances, the bulk of
student loan write-offs, for the first two months of the year hit
$3 billion, an increase of more than 36% from same time a year ago
($1.9 billion) while balances in bankruptcy remained level at $0.5
billion.

"Driven heavily by economic factors, including unemployed or
under-employed consumers going back to school along with the
rising cost of tuition, student lending has demonstrated
consistent, year-over-year growth," said Equifax Chief Economist
Amy Crews Cutts.  "Continued weakness in labor markets is limiting
work options once people graduate or quit their programs, leading
to a steady rise in delinquencies and loan write-offs.  Many
policy options are being discussed regarding how to reduce some of
the burden, including graduated payments that reflect the lower
starting salaries of new graduates, and improve the performance of
these loans."

Other changes in student loan characteristics from February 2012
to February 2013:

-- Balances outstanding on student loans increased more than 14%,
from $746.3 billion to $852.7 billion.

-- The number of student loans outstanding increased nearly 13%,
from 108 million to more than 123 million.

Crews Cutts continued, "Student loans are unique today in that
they are the only major form of credit that is not rigorously
underwritten on either a past credit-performance basis (such as
using credit scores) or ability to pay based in income."

Other highlights from the most recent data include:

Auto

-- The most recent data shows that the total number of outstanding
auto loans in February 2013 is at its highest level in 45 months,
summing to more than 59 million.

-- Auto loan balances in February 2013 total $789 billion, a 50-
month high.

-- At more than $377 billion, total balances on bank-sourced auto
loans are at a five-year high.

-- Similarly, total balances on loans funded by auto finance
companies stand at more than $412 billion through February 2013, a
48-month high.

Home Finance:

-- Severely delinquent balances on home equity lines of credit
declined 28% from February 2012 to February 2013, from $14 billion
to less than $10 billion.

-- Severely delinquent balances on closed-end home equity loans
declined 25% from February 2012 to February 2013, from $6.6
billion to $5 billion.

-- In that same time, severely delinquent balances on first
mortgages declined 23%, from $490 billion to $375 billion.

-- Of note, 65% of total severely delinquent balances on first
mortgages are tied to loans opened from 2005-2007.

-- Similarly, 73% of delinquent balances on home equity lines of
credit were opened in that same time period.

                        About Equifax, Inc.

Equifax is a global leader in consumer, commercial and workforce
information solutions that provide businesses of all sizes and
consumers with insight and information they can trust.  Equifax
organizes and assimilates data on more than 500 million consumers
and 81 million businesses worldwide, and uses advanced analytics
and proprietary technology to create and deliver customized
insights that enrich both the performance of businesses and the
lives of consumers.

Headquartered in Atlanta, Equifax (NYSE: EFX) --
http://www.equifax.com-- operates or has investments in 18
countries and is a member of Standard & Poor's (S&P) 500(R) Index.


* Lenders Are Warned on Risk of Loans to Struggling Companies
-------------------------------------------------------------
Michael R. Crittenden and Matt Wirz, writing for The Wall Street
Journal, reported that U.S. regulators Thursday warned about the
dangers lurking in the booming market for loans to struggling
companies, acting to combat concerns over emerging bubbles in
parts of the financial sector.

The WSJ report said the Federal Reserve and other banking
regulators said that the controls and quality checks applied by
lenders when extending so-called leveraged loans have
deteriorated.  They also questioned whether some banks are doing
enough to accurately gauge the risks of these practices.

"Financial institutions unprepared for such stressful events and
circumstances can suffer acute threats to their financial
condition and viability," the regulators said.

The warning came in the form of guidance, which lays out
regulators' expectations for how banks should act, WSJ noted.  It
said regulators will closely monitor banks' underwriting of the
loans, typically used to finance buyouts or acquisitions, as well
as the ability of firms to manage their lending and withstand
loan-related losses.

The guidance, according to WSJ, comes amid a broader debate at the
Fed about how the financial system is responding to the central
bank's efforts to keep interest rates near zero for an extended
period, which has prompted investors to reach for riskier, higher-
return investments. It also underscores a central tension inside
the Fed, whose easy-money policies are spurring the intended risk
taking but may also be creating an unwanted byproduct that
threatens financial stability.


* House Panel Head Delays Vote on Asbestos Trust Reform
-------------------------------------------------------
Greg Ryan of BankruptcyLaw360 reported that, in an unusual scene
on Capitol Hill on Wednesday, a U.S. House subcommittee chairman
pushed back a scheduled vote on legislation to reform the system
for dispersing insolvent companies' funds to asbestos victims in
order to allow three victims to testify against the bill.

The report related that the subcommittee on regulatory reform,
commercial and antitrust law, a House Judiciary panel, met to vote
on H.R. 982, the Furthering Asbestos Claim Transparency Act of
2013.  The bill would require asbestos trusts to file public
reports with bankruptcy courts, the report added.


* Senate Republicans Push to Slow Financial Rule-Writing
--------------------------------------------------------
Ben Protess, writing for The New York Times' DealBook, reported
that Congress cut a deal to keep the lights on in Washington but
new measures in the Senate may cut the power of financial
regulators to curb Wall Street risk-taking.

The DealBook said Senate Republicans are seeking on Friday to
erect potential new obstacles to financial rule-writing at
agencies like the Securities and Exchange Commission and Federal
Deposit Insurance Corporation. The nonbinding amendments tucked
into the Senate budget plan call on agencies to evaluate more
carefully the economic effects of new regulation, cutting off
potential shortcuts to so-called cost-benefit studies.

Lawmakers, the DealBook said, are unlikely to reconcile the Senate
budget with the House's plans, making the measures more symbolic
than anything else. And it is unclear whether lawmakers will
approve the Republican amendments to the Senate's blueprint, the
chamber's first budget since 2009. The votes are part of what
Washington insiders labeled "vote-o-rama" -- dozens of amendments
flying through the Senate on Friday.


* Pinnacle Clients Paid for Defective Petitions, Suit Claims
------------------------------------------------------------
Mark E. Vogler, writing for Eagle-Tribune, reported that as a last
resort, Pinnacle Financial Consulting LLC advised their clients
they needed to file bankruptcy petitions to save their homes.

"When their loan modification efforts fail, sometimes just days
before the distressed homeowner's home is scheduled to be sold at
foreclosure, defendants pressure distressed homeowners into paying
defendants thousands of dollars to file bankruptcy on their behalf
in order to delay the foreclosure sale," according to a lawsuit
the state Attorney General's Office filed against the downtown
business, the news agency related.

But about a quarter of the bankruptcy cases prepared by Pinnacle
Financial were defective, according to court records filed in
connection with the complaint, the report said.

"Defendants' bankruptcy filings on behalf of consumers are often
incomplete or consist of erroneous paperwork, ultimately resulting
in the dismissal of the bankruptcy proceedings," the lawsuit
alleged, according to the report.

"The U.S. Bankruptcy Trustee of Region I, District of
Massachusetts, has identified, and the Commonwealth is aware of,
107 bankruptcy cases initiated by Defendants, at least 27 of which
had fundamental defects in the documents Defendants prepared and
filed," the complaint noted, the report added.

In eight of those cases, the U.S. Trustee has initiated
disgorgement proceedings against defendants for illegally-prepared
bankruptcy petitions, the news agency said.


* Daniel L. Geyser Joins McKool Smith's Dallas Office as Principal
------------------------------------------------------------------
McKool Smith on March 25 disclosed that appellate attorney Daniel
L. Geyser has joined the firm as a principal in its Dallas office.

Mr. Geyser has served as lead appellate counsel in more than 20
cases in both federal and state courts over the course of a
decade.  His experience covers a sweeping array of issues,
including patent law, bankruptcy, securities law, class actions,
arbitration, antitrust, ERISA, constitutional law, and white-
collar and criminal-law issues.  Mr. Geyser has argued six times
in the Texas Supreme Court (including four arguments in a single
Term); multiple times each in the U.S. Court of Appeals for the
Fifth and Ninth Circuits; and three times in intermediate state
appellate courts.  He has also represented parties in every
capacity -- petitioners, respondents, and amici curiae -- at every
major stage of litigation before the Supreme Court of the United
States.

Mr. Geyser served for four years in the Office of the Solicitor
General of Texas, where he conducted and supervised appellate
litigation for the State of Texas.  In addition to handling his
own docket, his experience in the office included advising other
divisions on appellate and trial strategy, revising countless
briefs in cases across all subject areas, and extensively
preparing other attorneys (in moot courts and otherwise) for oral
argument.

"Daniel's many years of trial and appellate experience, including
appearances before the Texas Supreme Court, will be invaluable to
our clients and the firm," explained Mike McKool, co-Founder and
Chairman of McKool Smith.  "We are pleased that he has decided to
join the firm."

"McKool Smith is home to many of our nation's finest litigators,"
said Mr. Geyser.  "The firm's track record confirms its reputation
as a legal powerhouse, and I believe my appellate and trial
experience will be an ideal fit."

An honors graduate of Harvard Law School, Mr. Geyser clerked for
the Hon. Alex Kozinski of the U.S. Court of Appeals for the Ninth
Circuit.  He is a three-time winner of the National Association of
Attorneys General's Best Brief Award for excellence in brief-
writing before the Supreme Court of the United States.

McKool Smith is a trial firm with more than 180 lawyers across
offices in Austin, Dallas, Houston, Los Angeles, Marshall, New
York, Silicon Valley, and Washington, DC.  The firm represents
clients across a broad range of practice areas, including complex
commercial litigation, intellectual property, bankruptcy, and
white collar defense.


* Wilk Auslander Bags Latin Lawyer's Deal of the Year
-----------------------------------------------------
Wilk Auslander LLP on March 21 disclosed that a litigation in
which Wilk Auslander LLP represented Compania de Inversiones de
Energia S.A. ("CIESA") in New York has won a Latin Lawyer Deal of
the Year Award.  The firm represented, in addition to CIESA,
parties such as Petrobras Energia S.A. in the litigation.  Latin
Lawyer, the leading business law resource for Latin America,
awarded "Deal of the Year" recognition to the CIESA litigation in
the Disputes category.  The litigation related to a restructuring
of "US$220 million worth of notes," as reported in a prior Latin
Lawyer article by Rachel Hall.

The Wilk Auslander LLP litigation team included partners Jay S.
Auslander and Natalie Shkolnik and associate Julie Cilia.

Latin Lawyer announced the winners at its 7th Annual Deal of the
Year Awards ceremony in Sao Paulo, Brazil on March 19, 2013.  The
charity dinner featured awards in the areas of Corporate Finance,
M&A, Restructuring, Project Finance, Disputes, Outbound
Investment, Regulatory, and Private Equity.

                     About Wilk Auslander LLP

Wilk Auslander LLP -- http://www.wilkauslander.com/-- is a law
firm with offices in New York City and Europe.  Its litigation
department represents clients in a wide array of business
disputes, including diverse matters relating to general commercial
issues, distressed debt, judgment enforcement, regulatory
enforcement, securities, real estate, and bankruptcy. The firm
also provides transactional legal services to clients in areas
such as real estate, tax, corporate, employment, and intellectual
property.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company            Ticker         ($MM)      ($MM)      ($MM)
  -------            ------       ------   --------    -------
ABSOLUTE SOFTWRE     ABT CN        121.1      (13.9)     (11.2)
ACELRX PHARMA        ACRX US        28.2       (0.3)      13.1
ADA-ES INC           ADES US        75.7      (40.1)     (24.1)
AK STEEL HLDG        AKS US      3,903.1      (91.0)     630.3
AMC NETWORKS-A       AMCX US     2,618.9     (882.4)     524.0
AMER AXLE & MFG      AXL US      2,866.0     (120.8)     271.3
AMER RESTAUR-LP      ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO     ASCA US     2,074.3      (22.3)     (57.4)
AMR CORP             AAMRQ US   23,510.0   (7,987.0)  (2,232.0)
AMYLIN PHARMACEU     AMLN US     1,998.7      (42.4)     263.0
ARRAY BIOPHARMA      ARRY US       128.4      (31.7)      64.0
ARTISAN PARTNERS     APAM US       287.6     (315.5)       -
AUTOZONE INC         AZO US      6,662.2   (1,550.1)  (1,108.4)
BERRY PLASTICS G     BERY US     5,050.0     (313.0)     482.0
CABLEVISION SY-A     CVC US      7,246.2   (5,626.0)    (319.5)
CAESARS ENTERTAI     CZR US     27,998.1     (331.6)     905.3
CAPMARK FINANCIA     CPMK US    20,085.1     (933.1)       -
CENTENNIAL COMM      CYCL US     1,480.9     (925.9)     (52.1)
CHOICE HOTELS        CHH US        510.8     (548.9)      57.3
CIENA CORP           CIEN US     1,885.2      (78.6)     741.2
CINCINNATI BELL      CBB US      2,872.4     (698.2)     (51.9)
COMVERSE INC         CNSI US       823.2      (28.4)     (48.9)
DELTA AIR LI         DAL US     44,550.0   (2,131.0)  (4,998.0)
DENNY'S CORP         DENN US       324.9       (4.5)     (27.2)
DIRECTV              DTV US     20,555.0   (5,031.0)      13.0
DOMINO'S PIZZA       DPZ US        478.2   (1,335.5)      76.8
DUN & BRADSTREET     DNB US      1,991.8   (1,014.3)    (129.3)
DYAX CORP            DYAX US        55.5      (51.6)      24.4
DYNEGY INC           DYN US      5,971.0   (1,150.0)   1,364.0
EXONE CO/THE         XONE US        27.4       (0.7)      (7.3)
FAIRPOINT COMMUN     FRP US      1,798.0     (220.7)      31.1
FERRELLGAS-LP        FGP US      1,503.0      (42.3)     (22.2)
FIFTH & PACIFIC      FNP US        902.5     (126.9)      36.4
FOREST OIL CORP      FST US      2,201.9      (42.8)    (101.2)
FREESCALE SEMICO     FSL US      3,171.0   (4,531.0)   1,186.0
GENCORP INC          GY US         919.3     (388.8)      49.5
GLG PARTNERS INC     GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS     GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING     GRM US      2,947.5     (520.8)     298.5
GRAMERCY CAPITAL     GKK US      2,168.8     (251.8)       -
HCA HOLDINGS INC     HCA US     28,075.0   (8,341.0)   1,591.0
HOVNANIAN ENT-A      HOV US      1,580.3     (481.2)     937.8
HUGHES TELEMATIC     HUTC US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC     HUTCU US      110.2     (101.6)    (113.8)
INCYTE CORP          INCY US       330.4     (175.0)     173.4
INFOR US INC         LWSN US     5,846.1     (480.0)    (306.6)
IPCS INC             IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI     ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU     JE CN       1,510.8     (273.1)    (287.1)
JUST ENERGY GROU     JE US       1,510.8     (273.1)    (287.1)
LEHIGH GAS PARTN     LGP US        303.2      (38.1)     (18.9)
LIMITED BRANDS       LTD US      6,427.0     (515.0)     973.0
LIN TV CORP-CL A     TVL US      1,241.4      (88.3)    (182.6)
LORILLARD INC        LO US       3,396.0   (1,777.0)   1,176.0
MANNKIND CORP        MNKD US       251.3     (110.7)     (78.0)
MARRIOTT INTL-A      MAR US      6,342.0   (1,285.0)  (1,298.0)
MEDIA GENERAL-A      MEG US        773.4     (176.2)      38.0
MERITOR INC          MTOR US     2,341.0   (1,011.0)     224.0
MODEL N INC          MODN US        42.2      (11.1)     (14.5)
MONEYGRAM INTERN     MGI US      5,150.6     (161.4)     (35.5)
MORGANS HOTEL GR     MHGC US       591.2     (137.3)      17.7
NATIONAL CINEMED     NCMI US       810.5     (356.4)     129.6
NAVISTAR INTL        NAV US      8,531.0   (3,309.0)   1,517.0
NPS PHARM INC        NPSP US       151.1      (54.6)     107.5
NYMOX PHARMACEUT     NYMX US         2.1       (7.7)      (1.6)
ODYSSEY MARINE       OMEX US        33.6      (22.2)     (25.4)
ORBITZ WORLDWIDE     OWW US        834.3     (142.7)    (247.7)
ORGANOVO HOLDING     ONVO US         9.0      (27.4)       7.3
PALM INC             PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN     PDLI US       280.0      (68.1)     172.5
PHILIP MORRIS IN     PM US      37,670.0   (1,853.0)    (426.0)
PLAYBOY ENTERP-A     PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B     PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC         PRM US        208.0      (91.7)       3.6
PROTECTION ONE       PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU     QLTY US       513.6      (18.4)      77.6
REALOGY HOLDINGS     RLGY US     7,351.0   (1,742.0)    (484.0)
REGAL ENTERTAI-A     RGC US      2,209.5     (698.6)    (129.7)
REGULUS THERAPEU     RGLS US        40.7       (8.5)      21.0
RENAISSANCE LEA      RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A         REV US      1,236.6     (649.3)      88.1
RLJ ACQUISITI-UT     RLJAU US        0.0       (0.0)      (0.0)
RURAL/METRO CORP     RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL     SBH US      1,969.9     (157.2)     637.4
SILVER SPRING NE     SSNI US       417.7     (228.8)      43.3
SINCLAIR BROAD-A     SBGI US     2,729.7     (100.1)      (3.2)
TAUBMAN CENTERS      TCO US      3,268.5     (344.9)       -
TESORO LOGISTICS     TLLP US       291.3      (78.5)      50.7
THRESHOLD PHARMA     THLD US        89.5      (13.9)      70.2
TOWN SPORTS INTE     CLUB US       403.9      (55.5)      (7.8)
ULTRA PETROLEUM      UPL US      2,007.3     (577.9)    (388.2)
UNISYS CORP          UIS US      2,420.4   (1,588.7)     482.1
VECTOR GROUP LTD     VGR US      1,086.7      (79.3)     443.9
VERISIGN INC         VRSN US     2,062.5       (9.3)     948.4
VIRGIN MOBILE-A      VM US         307.4     (244.2)    (138.3)
VISKASE COS I        VKSC US       334.7       (3.4)     113.5
WEIGHT WATCHERS      WTW US      1,218.6   (1,665.5)    (229.9)
WEST CORP            WSTC US     3,448.2   (1,249.7)     303.4
WESTMORELAND COA     WLB US        936.1     (286.2)     (11.6)


                            *********

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.


                  *** End of Transmission ***