TCR_Public/130327.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, March 27, 2013, Vol. 17, No. 85

                            Headlines

1220 SOUTH: Court Dismisses Chapter 11 Case
333-345 GREEN: Taps Weinberg Gross as Bankruptcy Counsel
501 GRANT: April 9 Hearing on Plan Outline, Trustee Appointment
A & C PROPANE: Case Summary & 20 Largest Unsecured Creditors
ADEPT TECHNOLOGIES: Plan Proposes 10% Recovery to Unsec. Creditors

ADS TACTICAL: Moody's Cuts CFR to B3 & Cuts Notes Rating to Caa1
AFA INVESTMENT: Cash Collateral Order Termination Date Extended
AHERN RENTALS: Deloitte Okayed as Advisors, Interest Rate Expert
ALLIANCE 2009: Wants Case Dismissed Amid Secured Creditors' Deal
ALLIED INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors

AMERICAN AIRLINES: Wins OK for Bill Isenegger as Special Counsel
AMERICAN AIRLINES: Wins Approval of Jones Day for TSA Suit
AMERICAN AIRLINES: May Hire Covington as Special Counsel
AMERICAN AIRLINES: Committee Wins OK for Heidrick as Consultant
AMERICAN AIRLINES: Defends Exec Bonuses Ahead of Merger Hearing

AMERICAN CAMPUS: Moody's Assigns (P)Ba1 Preferred Shelf Rating
AMERICAN WEST: First Amended Plan Declared Effective
ARCHDIOCESE OF MILWAUKEE: Pre-Bankr. Deals With Victims Okayed
ARCHDIOCESE OF MILWAUKEE: Claimants Want Deposition Public
ARCHDIOCESE OF MILWAUKEE: Judge Refuses to Sequence Ch. 11 Case

AVANTAIR INC: CFO Quits to Pursue Other Opportunities
BAUSCH & LOMB: Dividend Payment No Impact on Moody's B2 CFR
BAUSCH & LOMB: S&P Revises Outlook to Positive & Affirms 'B+' CCR
BERNARD L. MADOFF: $410M Deal Should Go Forward, Attys. Argue
BERNARD L. MADOFF: Court to Rule on Merkin Settlement by April 15

BEST UNION: Disclosure Statement Hearing Set for April 3
BLACK DAVIS: Dispute With Frontier Insurance Goes to Trial
BLUE BANNER: Case Summary & 4 Unsecured Creditors
BRIER CREEK: Exclusive Period to Confirm Plan Extended to May 17
BRIER CREEK: Court Determines Value of Certain Properties

CALIFORNIA PIZZA: Moody's Rates Amended $400MM Debt 'B2'
CALIFORNIA PIZZA: S&P Assigns 'B' Rating to $400 Million Debt
CANDIA SAND: Case Summary & 8 Unsecured Creditors
CAPITOL BANCORP: Loan for Capital Infusion to Sunrise Bank OK'd
CENTRAL EUROPEAN: Affirms Support for Roust Trading Proposal

CITIZENS DEVELOPMENT: Has Access to Cash Until March 31
CITIZENS DEVELOPMENT: Has Until April 30 to File Plan
CLAIRE'S STORES: Completes Offering of $210 Million Senior Notes
CLEAR CHANNEL: Incurs $311.7 Million Net Loss in 2012
CLUB AT SHENANDOAH: Seeks to Hire Venturi as Financial Advisor

COLLEGE KNIGHTS: Case Summary & 7 Unsecured Creditors
COMBAT SPORTS: Canadian Bankruptcy Given Lead Status
CONQUEST SANTA: Hearing on Cash Use Continued Until March 28
COREL CORP: Will Have Enough Cash to Pay Off Debt, CEO Says
COSTA BONITA: Plan Exclusivity Extended by 90 Days

CROSS KEY: Voluntary Chapter 11 Case Summary
CROWNROCK LP: S&P Raises CCR to 'B'; Outlook Stable
CUMULUS MEDIA: Alexis Glick Replaces Eric Robison as Director
DALLAS ROADSTER: U.S. Trustee Wants Dismissal or Conversion
DEMCO INC: Wins Approval of $500,000 Loan From Nat'l Environmental

DESERT FORAGES: Case Summary & 4 Unsecured Creditors
DIONNE WARWICK: Singer Files for Bankruptcy
DIOCESE OF WILMINGTON: Court OKs Dissolution of Settlement Trust
DIOCESE OF WILMINGTON: Opposes Curry's Bid to Enforce Order
DOLLAR GENERAL: S&P Puts 'BB+' Rating on CreditWatch Positive

DTF CORPORATION: Jordan Estate Proposes Alternative Plan
E-DEBIT GLOBAL: In the Process of Filing Annual Report
EASTERN OREGON: Voluntary Chapter 11 Case Summary
ECOSPHERE TECHNOLOGIES: Delays Form 10-K for 2012
ELBIT IMAGING: Brightman Almagor Raises Going Concern Doubt

ENERGYSOLUTIONS INC: Incurs $10.8-Mil. Net Loss in 4th Quarter
ENERGY FUTURE: Incurs $1.95 Billion Net Loss in Fourth Quarter
ENTERTAINMENT PUBLICATIONS: Ch. 7 Trustee OK'd to Run Co.
EPICEPT CORP: Immune Has Until April 15 to File Financials
FAIRFIELD SENTRY: Noel's Settlement with Investors Is Approved

FIRST DATA: Incurs $700.9 Million Net Loss in 2012
FIRST PLACE: Bankruptcy Case Converted to Chapter 7
FLEET CAPITAL: Fitch Affirms Ratings at 'BB'
FRIENDSHIP DAIRIES: AgStar Wants 2nd Exclusivity Extension Denied
FUEL DOCTOR: Chief Executive Officer Resigns

FULLER BRUSH: Plan Confirmation Hearing Set for April 9
GATEHOUSE MEDIA: Considering Prepackaged Chapter 11 Filing
GLOBAL ARENA: Selling Interest in Global Arena Trading for $500
GOLDEN GUERNSEY: Wisconsin Milk Plant Goes Up for Auction May 14
GRAPHIC PACKAGING: Moody's Rates New $425MM Sr. Unsec. Notes Ba3

GRAPHIC PACKAGING: S&P Rates $425 Million Senior Notes 'BB+'
HARDEMAN COUNTY: Chapter 9 Case Summary
HAWAII OUTDOOR: Secured Claims to Be Paid Within 60 Months
HAWAII OUTDOOR: Hearing on Further Access to Cash Tomorrow
HAWAII OUTDOOR: Court Denies Bank's Bid for Trustee

HD SUPPLY: Amends $1 Billion Term Loan Facility with BofA
HEALTHWAREHOUSE.COM INC: Presented at 25th ROTH Conference
HERCULES OFFSHORE: Penn Capital Holds Class A Shares at Dec. 31
HP GOLF: Voluntary Chapter 11 Case Summary
INDIANA EQUITY: Court Dismisses Chapter 11 Case

INFUSYSTEM HOLDINGS: Names New CEO; Interim CEO Stepping Down
INTELSAT SA: Unit Plans to Offer $1.5 Billion Senior Notes
INVESTORS LENDING: Corrects BTO Plan Treatment, Confirms Plan
INTELLIPHARMACEUTICS INT'L: To Raise $3.1-Mil. From Offering
J.C. PENNEY: Faces Bankruptcy Risk, Says BMO Analyst

JEFFERSON COUNTY: Bond Insurer Opposes Acceleration of Debt
KELLIE GRETSCHMANN: Chapter 15 Case Summary
LEHMAN BROTHERS: Sues Credit Agricole Over $34M Terminated Swaps
LEVEL 3: Amends "Restrictive Covenant Agreement" Under Plan
LSP ENERGY: Chapter 11 Plan of Liquidation Confirmed

LYMAN HOLDING: Obtains Chapter 11 Plan Confirmation Order
LYON WORKSPACE: Court Approves KCC Employment as Claims Agent
MACCO PROPERTIES: Disclosure Statement Hearing Continued to May 30
MAG LLC: Involuntary Chapter 11 Case Summary
MAKENA GREAT: Hearing on Motion to Use Collateral Set for April 3

MASHANTUCKET PEQUOT: Moody's Rates New $587MM Debt Facility 'B1'
MERRIMACK PHARMACEUTICALS: Incurs $91.7 Million Net Loss in 2012
MF GLOBAL: U.S. Trustee, et al. Oppose Plan Confirmation
MF GLOBAL: Inks Agreement to Settle NY Taxation Agency Claim
MGM RESORTS: Case Summary & 20 Largest Unsecured Creditors

MOMENTIVE SPECIALTY: 2013 Annual Incentive Plan Approved
MOMENTIVE PERFORMANCE: 2012 Annual Incentive Plan Approved
MOTORS LIQUIDATION: Unable to Settle Nova Scotia Litigation
NAMCO LLC: Connecticut Swimming Pool Retailer Files in Delaware
NATIONAL HOLDINGS: Amends 29.4 Million Shares Resale Prospectus

NATIONSTAR MORTGAGE: In Settlement Talks in Loan Auctions Suit
NAVISTAR INTERNATIONAL: Six Directors Elected to Board
NCPC FACILITIES: Case Summary & Unsecured Creditor
NEW ENTERPRISE: S&P Retains 'CCC-' Rating on CreditWatch Negative
NEW ORLEANS AUCTION: Court Rejects PR Firm's $23,400 Bill

NEW PEOPLES BANKSHARES: Incurs $6.3 Million Net Loss in 2012
NPS PHARMACEUTICALS: Re-Gains Worldwide Rights to Teduglutide
ORCKIT COMMS: Kesselman & Kesselman Raises Going Concern Doubt
OVERSEAS SHIPHOLDING: Goldmar Files Schedules of Assets & Debts
OVERSEAS SHIPHOLDING: GPC Files Schedules of Assets & Debts

OVERSEAS SHIPHOLDING: Grace Files Schedules of Assets & Debts
OVERSEAS SHIPHOLDING: Seaways Files Schedules of Assets & Debts
PALI HOLDINGS: Trustee Wins Clawback Suit Against Ex-Trader
PATIENT SAFETY: Reports $17.6 Million Revenue in 2012
PEAK RESORTS: Greek Peak Ski Resort Selling for $7.6MM Cash

PHYSIO-CONTROL INT'L: Tighter FDA Control is Credit Negative
PLAZA VILLAGE: Section 341(a) Meeting Scheduled for April 23
QBEX ELECTRONICS: Has Final OK to Use Bank's Cash Until July 1
READER'S DIGEST: Can Retain Weil Gotshal as Bankruptcy Counsel
READER'S DIGEST: Can Employ Epiq as Administrative Advisor

READER'S DIGEST: Authorized to Hire Ernst & Young as Tax Provider
READER'S DIGEST: Can Hire Sitrick as Communications Consultant
REEVES DEVELOPMENT: Proposes 100% Recovery Plan
RESIDENTIAL CAPITAL: Ambac Disputes Servicing Trigger Deals
RESIDENTIAL CAPITAL: Advisors Bill $82MM for Sept.-Dec. Period

RESIDENTIAL CAPITAL: Proposes $6.9-Mil. in KEIP Payments
RESIDENTIAL CAPITAL: Has Settlement With People's Choice Trustee
REVEL AC: Files for Chapter 11 With Prepack Plan
REVEL AC: Seeks Approval of $250MM DIP Loans, $335MM Exit Loans
REVEL AC: Wanst to Pay Trade Claims in Ordinary Course

REVEL AC: Prepack Chapter 11 Case Summary
REVEL AC: Gets Regulatory Approval for Interim CEO Appointment
REVSTONE INDUSTRIES: Gellert & Werb Firms Seek Temp. Employment
REVSTONE INDUSTRIES: Wants to Hire Pachulski Stang as Counsel
REVSTONE INDUSTRIES: US Tool Taps Myron Bowling as Auctioneer

RG STEEL: Seeks More Time to File Notices of Removal of Actions
RICHFIELD EQUITIES: Court OKs Bid to Convert Case to Chapter 7
ROBERTS HOTEL: Gets Approval for $1MM Additional Financing
RUMFORD PAPER: Pays $3M In FERC Power Grid Manipulation Suit
RYMAN HOSPITALITY: S&P Affirms 'B+' CCR & Rates $300MM Notes 'BB'

SAN DIEGO HOSPICE: New List of 19 Largest Unsecured Creditors
SANTEON GROUP: Swings to $185,600 Net Income in 2012
SAWMILL GATEHOUSE: Court Dismisses Chapter 11 Case
SCHOOL SPECIALTY: Bayside Argues in Favor of Make-Whole
SCHUTJER BOGAR: Voluntary Chapter 11 Case Summary

SOUTHERN ONE: Court Okays Hiring of Hiersche Hayward as Counsel
SOUTHGOBI RESOURCES: May Default on Debenture Amid IAAC Probe
SPRINGLEAF FINANCE: Incurs $220.6 Million Net Loss in 2012
STOCKTON, CA: Creditors Dispute City's Insolvency at Trial
SUMMIT III: Citizens Bank Withdraws Bid for Stay Relief

SWEPORTS LTD: Can Hire Weissberg & Associates as Counsel
SWEPORTS LTD: Creditors' Committee Taps Neal Wolf as Counsel
TCI COURTYARD: Must Confirm Plan by April 19
TECHNOLOGY PROPERTIES: Case Summary & Creditors List
THERMOENERGY CORP: Incurs $1.4 Million Net Loss in 4th Quarter

TRAINOR GLASS: Court Extends Exclusive Plan Filing Until May 10
TRAVELPORT LTD: Unveils Early Results of Consent Solicitations
TWIN DEVELOPMENT: Section 341(a) Meeting Scheduled for April 16
U.S. SHIPPING: Moody's Assigns 'B3' Rating to US$220MM Term Loan
UNITY SHIPPING: Case Summary & 20 Largest Unsecured Creditors

UNIVERSAL HEALTH: Barred from Using BankUnited Cash Collateral
VERTAFORE INC: S&P Affirms 'B+' Rating After Facility Amendments
VIGGLE INC: Copy of Final Version of Exchange Pact with Sillerman
VUZIX CORP: Swings to $323,000 Net Income in 2012
W.R. GRACE: Sues Teledyne Over Chemical-Process Patent

WALTER ENERGY: Operational Restructuring No Impact on Moody's CFR
WAVE SYSTEMS: Incurs $13 Million Net Loss in Fourth Quarter
WENDY'S INTERNATIONAL: S&P Assigns 'BB-' Rating on Term Loan A
YPG FINANCING: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
YRC WORLDWIDE: Reacts on Recent Share Price Surge

* Massachusetts Courts Split on Repeat Filing Sanctions
* Payroll Growth Vaults to Higher Pace at U.S. Companies
* Senate Banking Chairman Is Expected to Retire

* Tampa Firm Sues Ex-Managing Partner for Cover-Up

* Upcoming Meetings, Conferences and Seminars

                            *********

1220 SOUTH: Court Dismisses Chapter 11 Case
-------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida, at the behest of TD Bank N.A. and
New Providence Capital Management Partners II, Limited, has
dismissed 1220 South Ocean Boulevard, LLC's Chapter 11 case.

On Jan. 21, 2013, the Debtor filed its plan of reorganization and
its disclosure statement.  On Jan. 25, 2013, the Court
conditionally approved the Debtor's disclosure statement and
entered a confirmation scheduling order setting various deadlines
including the setting of the confirmation hearing for March 12,
2013.

On Feb. 11, 2013, TD Bank filed its foreclosure action in state
court.

On Feb. 25, the Debtor consented to the dismissal of its case.
According to the Debtor, the parties have been constantly working
on a global agreement, but with a global resolution appearing
unlikely, the Debtor agreed to the requests for dismissal filed by
TD Bank and New Providence.  ?In the alternative, the Debtor seeks
dismissal of the bankruptcy due to the extremely litigious posture
of the bankruptcy case and the position announced by and advanced
by the objections of TD Bank and New Providence's motions, both to
the Plan and the continuing Chapter 11 case,? the Debtor stated.

                 About 1220 South Ocean Boulevard

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

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

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


333-345 GREEN: Taps Weinberg Gross as Bankruptcy Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized 333-345 Green LLC, to employ Weinberg, Gross &
Pergament LLP as counsel to represent and assist in the Chapter 11
case.

The Debtor will employ Weinberg Gross under a general retainer.

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

333-345 Green LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 13-40085) in Brooklyn on Jan. 8, 2013.  The Debtor, which
is engaged in the development and management of real property,
disclosed total assets of $16.0 million and liabilities of $26.9
million in its schedules. The property in 333-345 Greene Avenue,
in Brooklyn, is valued at $16 million and secures a $25.2 million
debt.


501 GRANT: April 9 Hearing on Plan Outline, Trustee Appointment
---------------------------------------------------------------
According to a notice posted in the docket with respect to the
Chapter 11 case of 501 Grant Street Partners LLC, the Court
hearing has been continued to April 9 with respect to

  (a) the adequacy of disclosure statement;

  (b) the request for appointment of a trustee;

  (c) the lender's motion for relief from stay;

  (d) The U.S. Trustee's motion to dismiss/convert the case; and

  (e) motion to extend time to make section 1111(b) election

The deadline to file a plan and disclosure statement was March 1
and any objections to the disclosure statement are due March 27,
and replies are due April 2.

                        About 501 Grant

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

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

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

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

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


A & C PROPANE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: A & C Propane Inc.
        708 West Spring Street
        Cookeville, TN 38501

Bankruptcy Case No.: 13-02545

Chapter 11 Petition Date: March 21, 2013

Court: United States Bankruptcy Court
       Middle District of Tennessee (Cookeville)

Judge: Randal S. Mashburn

Debtor's Counsel: Ben Hill Thomas, Esq.
                  BHT LAW, PLLC
                  1105 16th Ave. South, Suite D
                  Nashville, TN 37212
                  Tel: (615) 322-9191
                  Fax: (615) 322-1220
                  E-mail: ben@benhthomaslaw.com

Scheduled Assets: $595,071

Scheduled Liabilities: $1,118,785

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/tnmb13-02545.pdf

The petition was signed by John O. Adams, president and sole
shareholder.


ADEPT TECHNOLOGIES: Plan Proposes 10% Recovery to Unsec. Creditors
------------------------------------------------------------------
ADEPT Technologies, LLC, delivered to the U.S. Bankruptcy Court
for the Northern District of Alabama, Northern Division, a plan of
reorganization and accompanying disclosure statement proposing a
10% recovery for allowed general unsecured claims.

Secured creditors will be paid according to the following terms:

   * First Volunteer Bank will retain its lien on the collateral
     securing the Debtor's $129,536 prepetition loan until the
     time the debt is paid in full.   FVB's secured claim will be
     paid through monthly payments of $943 per month until the
     balance is paid in full.

   * PNC Bank's $6.2 million secured claim will be paid through
     the execution of a new promissory note to be secured by the
     same collateral upon which PNC had a lien prepetition
     according to its same priority.

   * The Debtor will restructure its $2.2 million and $135,078
     secured debt with Southern Development Council, Inc., and
     will assume the debt according to the terms and conditions of
     the existing finance agreements in place. SDC will retain its
     lien on the collateral securing the debt until the time the
     debt is paid in full.

Brad Fielder, who owns 51% of the outstanding membership interests
in the Debtor, and Chad Fielder, who owns the remaining 49% of the
Debtor's outstanding stock, will retain their equity although they
won't be paid until administrative, priority and unsecured
claimants have been paid.

A full-text copy of the Disclosure Statement dated Feb. 28, 2013,
is available for free at http://bankrupt.com/misc/ADEPTds0228.pdf

                     About ADEPT Technologies

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.
The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  Judge Jack Caddell presides
over the case.

Kevin D. Heard, Esq., at Heard Ary, LLC, represents the Debtor as
counsel.  The petition was signed by Brad Fielder, managing
member.


ADS TACTICAL: Moody's Cuts CFR to B3 & Cuts Notes Rating to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded ADS Tactical, Inc.'s ratings
including its Corporate Family Rating to B3 from B2 and
Probability of Default Rating to B3-PD from B2-PD. Concurrently,
Moody's lowered the ratings on the company's senior secured notes
due 2018 to Caa1 from B3. The ratings outlook is stable.

Ratings downgraded:

Corporate Family Rating to B3 from B2;

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

$275 million senior secured notes due 2018, to Caa1 (LGD-4, 65%)
from B3 (LGD-4, 67%)

Outlook, stable

Ratings Rationale:

The ratings downgrade was prompted by Moody's expectation that
credit metrics over the next twelve to eighteen months will weaken
and be more reflective of a B3 CFR. Operating performance is
expected to continue to be pressured by defense budget cuts
including mandatory budget cuts through Sequestration and
operating under a Continuing Resolution.

The stable rating outlook is supported by the company's adequate
liquidity profile supported by the lack of meaningful near-term
debt maturities and availability under the company's revolving
credit facility.

ADS Tactical's B3 corporate family rating reflects the heavy
concentration of the company's sales with the Department of
Defense. The B3 rating considers the lower margins and high
leverage metrics anticipated over the intermediate term combined
with a difficult operating environment. A reduction in troop
levels and lower margins on new product offerings have pressured
both revenues and profitability. Furthermore, the realization of
orders in the company's backlog could also be affected by funding
and order delays resulting from defense budget pressures.

Counterbalancing these factors are the company's well-managed
execution of its niche DoD brokerage and logistics business model
that has allowed the company to start selling into adjacent areas
within the Department of Defense. Positively, any future dividend
distributions are limited by the company's debt agreements that
restrict dividends above a certain leverage threshold. The ratings
also consider the value-added benefits provided to Department of
Defense agencies by the company's services including the company's
use of different vendors that the DoD can choose for the
procurement of preferred products, extensive specialized product
catalogue and low capital expenditure requirements.

Ratings or their outlook could be adjusted downward if the
company's liquidity position weakens, operating margins fall below
2%, or if free cash flow becomes substantially negative. Credit
metrics that could result in a downgrade include Debt to EBITDA
sustained in excess of 6.5 times and EBIT to Interest of less than
1.0 times.

Upward rating consideration could be warranted if the company were
to generate substantial consistent positive free cash flow and use
cash flow towards debt reduction. The ratings could also be
upgraded if the company is able to achieve EBIT/interest coverage
above 2.5x and debt/EBITDA improving to and sustained below 5.5x.

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

ADS Tactical Inc., through its operating subsidiary Atlantic
Diving Services, Inc. headquartered in Virginia Beach, VA,
provides logistics and supply chain solutions for the U.S.
Department of Defense and Department of Homeland Security.


AFA INVESTMENT: Cash Collateral Order Termination Date Extended
---------------------------------------------------------------
AFA Investment Inc. and the agent of the Debtors' second lien
secured parties have agreed to a further extension of the
termination date under the Interim Cash Collateral Order through
and including April 18, according to a notice filed in Bankruptcy
Court.  The termination date was set to expire March 19.

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
The Company had five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA had seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


AHERN RENTALS: Deloitte Okayed as Advisors, Interest Rate Expert
----------------------------------------------------------------
Ahern Rentals Inc. obtained Court permission to employ Deloitte
Financial Advisory Services LLC in lieu of CRG Partners Group LLC
as their financial and restructuring advisor and as their interest
rate expert, nunc pro tunc to April 27, 2012.

As reported by the Troubled Company Reporter on March 7, 2013, the
Debtor previously engaged CRG as its financial and restructuring
advisor pursuant to an engagement agreement dated Dec. 12, 2011.
Thereafter, substantially all of CRG's assets, including CRG's
interests in certain of CRG's bankruptcy and reorganization
consulting engagement letters, inclusive of the CRG Engagement
Agreement, were acquired by Deloitte FAS on April 27, 2012.  Given
the acquisition, the Debtor sought to employ Deloitte FAS as a
financial and restructuring advisor to replace CRG.  The Debtor
also sought to expand the scope of Deloitte FAS's employment to
include interest rate expert services.

For the period prior to April 27, 2012, CRG filed appropriate fee
statements as required by the Court with respect to the fees and
expenses incurred by CRG and received approval and payment.  No
fees or expenses were incurred subsequent to April 27, 2012, the
Debtor said.

Deloitte FAS will be paid hourly rates currently ranging from $325
to $675, and will be reimbursed of any necessary out-of-pocket
expenses.

Deloitte FAS assures the Court that it is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors or
their estates.

                        About Ahern Rentals

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

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

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

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

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

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

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

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

In December 2012, the Court terminated Ahern's exclusive right to
propose a plan, saying the company failed to negotiate in good
faith after a year in Chapter 11.  Certain holders of the Debtor's
9-1/4% senior secured second lien notes due 2013 proposed in
February their own Plan to complete with Ahern's proposal.  The
Noteholder Group consists of Del Mar Master Fund Ltd.; Feingold
O'Keeffe Capital, LLC; Nomura Corporate Research & Asset
Management Inc.; Och-Ziff Capital Management Group; Sphere
Capital, LLC - Series B; and Wazee Street Capital Management, LLC.
They are represented by:

          Laurel E. Davis, Esq.
          FENNEMORE CRAIG JONES VARGAS
          300 South Fourth Street, Suite 1400
          Las Vegas, NV 89101
          Telephone: (702) 692-8000
          E-mail: ldavis@fclaw.com

               - and -

          Kurt A. Mayr, Esq.
          BRACEWELL & GIULIANI LLP
          Goodwin Square
          225 Asylum Street, Suite 2600
          Hartford, CT 06103
          Email: kurt.mayr@bgllp.com

               - and -

          Daniel S. Connolly, Esq.
          BRACEWELL & GIULIANI LLP
          1251 Avenue of the Americas, 49th Fl.
          New York, NY 10020
          Email: daniel.connolly@bgllp.com

In March 2013, the Court approved disclosure materials explaining
both plans.  Ahern and the lenders both propose paying unsecured
claims in full.  The lenders' plan fully pays unsecured creditors
when the plan is implemented.  The Ahern plan pays them over a
year, thus giving unsecured creditors the right to vote only on
the Debtor's plan.

Ahern's Plan offers the junior lenders $160 million cash and new
debt if they accept the plan.  Otherwise, they are slated to
receive all new debt, for eventual full payment.  The lenders'
plan pays all creditors in full other than the $267.7 million in
second-lien debt that converts to equity.

Plan confirmation hearing has been set for June 3 to 5, 2013.  A
copy of the Court-approved scheduling order with respect to the
Plan confirmation hearing is available at http://is.gd/DU27CF


ALLIANCE 2009: Wants Case Dismissed Amid Secured Creditors' Deal
----------------------------------------------------------------
Alliance 2009 LLC is seeking voluntary dismissal of its Chapter 11
case, saying it has reached a deal with secured creditors on the
payment of their claims outside of bankruptcy.

When the Debtor filed its Chapter 11 case, a significant portion
of its property faced foreclosure by secured creditor, Regions
Bank.  However, since the Petition Date, Regions Bank transferred
its claim to Hedge Capital S.A., a Luxembourg company.  Hedge
Capital and the Debtor have reached an agreement on the
appropriate treatment of Hedge Capital's claim outside of
bankruptcy, and therefore neither the Debtor nor Hedge Capital
need the protections offered by the Bankruptcy Code.

The Debtor also reached an agreement with remaining secured
creditors -- Genworth and MidFirst Bank -- regarding the treatment
of those creditors' claims outside of bankruptcy.

Therefore, neither the Debtor nor their remaining secured
creditors need the protections offered by the Bankruptcy Code.

Based on the agreed treatment of the secured creditors, the Debtor
anticipates having sufficient cash flow and funds to pay its
unsecured creditors in full -- as initially proposed in the
Debtor's Plan of Reorganization filed on Jan. 15, 2013.  The
Debtor said the case no longer serves a bankruptcy purpose, as all
creditors will likely receive the full amount of their claims
outside of bankruptcy and therefore do not need the protections
offered by the Bankruptcy Code.

The Bankruptcy Court in Nashville, Tennessee, will act on a
request by Alliance 2009 to dismiss the case at a hearing April 16
at 9:00 a.m.

The Debtor has not yet obtained confirmation of its plan, and
therefore no discharge has been granted.  A hearing has earlier
been set for April 2 to consider approval of the explanatory
disclosure statement.

Alliance 2009 is funding the Chapter 11 proceedings with the use
of cash collateral in which MidFirst and Regions Bank -- and now
Hedge Capital -- assert a lien.  On March 11, Judge Marian F.
Harrison, who presides over the Debtor's case, issued a final
order permitting the Debtor's use of cash collateral to continue
operations of the properties managed by the Debtor.

In exchange for the use of cash collateral, the Debtor is
authorized to grant replacement liens to both Hedge Capital and
MidFirst.  MidFirst will also receive monthly payments of $11,779.

The Debtor said it has timely made all required payments during
the pendency of the case, including all fees payable to the United
States Trustee.

MidFirst is represented in the case by Madison L. Martin, Esq. --
Madison.martin@stites.com -- at Stites & Harbison PLLC in
Nashville.

Hedge Capital is represented by John H. Rowland, Esq. --
jrowland@bakerdonelson.com -- at Baker Donelson Bearman Caldwell &
Berkowitz P.C.

                      About Alliance 2009

Alliance 2009, LLC, filed a bare-bones Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 12-08515) on Sept. 17, 2012.  Bankruptcy Judge
Marian F. Harrison presides over the case.  Harwell Howard Hyne
Gabbert & Manner PC, serves as the Debtor's counsel.  The Debtor
estimated assets of $10 million to $50 million and up to debts of
up to $10 million as of the Chapter 11 filing.

In May, Regions Bank filed a lawsuit against Alliance 2009 and
Milton A. Turner (N.D. Ala. 2:2012cv01789) for breach of contract.
According to the Birmingham Business Journal, the lawsuit was on
account of the Debtor's failure to pay a $7.5 million loan.  The
lawsuit claims the borrower failed to make payments due Oct. 15,
2011, on the $7.5 million loan made in December 2010.  Mr. Turner
guaranteed the debt

No trustee or examiner has been appointed in the Chapter 11 Case,
and a Committee of Unsecured Creditors has not been appointed.


ALLIED INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Allied Industries, Inc.
        11333 Vanowen Street
        North Hollywood, CA 91605

Bankruptcy Case No.: 13-11948

Chapter 11 Petition Date: March 21, 2013

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Dheeraj K. Singhal, Esq.
                  DCDM LAW GROUP, P.C.
                  30 N. Raymond, Suite 801
                  Pasadena, CA 91103
                  Tel: (626) 689-2407
                  Fax: (626) 689-2205
                  E-mail: dksinghal@dcdmlawgroup.com

Scheduled Assets: $13,086,216

Scheduled Liabilities: $7,457,365

The petition was signed by Ernesto Gutierrez, president and chief
executive officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Fencecorp, Inc.                    Trade Debt             $637,780
111 N. Main Street
Riverside, CA 92501

Innovate Technical Solutions       Trade Debt             $508,897
2730 Shadelands Drive
Walnut Creek, CA 94598

Inline Distributing Co.            Trade Debt             $465,835
14093 Balboa Boulevard
Symlar, CA 91342

Barrow's Landscaping Inc.          Trade Debt             $236,928

State Comp Insurance Fund          Litigation             $231,779

Aramsco, Inc.                      Trade Debt             $185,076

Orion Construction Corp.           Litigation             $173,632

Bosco                              Trade Debt             $103,838

Servicemaster Anytime              Trade Debt              $97,948

Certified Air Conditioning         Trade Debt              $95,122

Heavy Equipment Rentals            Trade Debt              $90,776

Buttacavoli Industries, Inc.       Trade Debt              $73,733

Interstate Con Cutting             Trade Debt              $72,307

United Rentals, Inc.               Trade Debt              $71,663

Home Depot 8503                    Trade Debt              $65,612

Commercial Scaffold, Inc.          Trade Debt              $59,099

Valencia Western Electric          Litigation              $58,935

Sunbelt Rental                     --                      $57,431

Abatix Corporation                 Trade Debt              $53,305

Allied Waste Services              Trade Debt              $53,110


AMERICAN AIRLINES: Wins OK for Bill Isenegger as Special Counsel
----------------------------------------------------------------
AMR Corp. won court approval to hire Bill Isenegger Ackermann AG
as its special counsel.

The Zurich-based law firm has provided legal services to AMR as an
"ordinary course" professional since the company's bankruptcy
filing.  Its fees, however, have already exceeded $500,000,
prompting the company to file the application pursuant to Section
327 of the U.S. Bankruptcy Code.

The firm will continue to provide the same services, which
include advising AMR on matters related to its operations in
Switzerland and in other European countries.

Bill Isenegger will be paid on an hourly basis in one-tenth hour
increments in accordance with its hourly rates:

   Professionals          Hourly Rates
   -------------          ------------
   Partners                $470 - $500
   Counsel                 $415 - $435
   Associates              $360 - $410
   Paraprofessionals       $165 - $215

AMR will also reimburse the firm for its work-related expenses.

Urs Isenegger, Esq., a partner at Bill Isenegger, disclosed in a
declaration that the firm does not represent any interest adverse
to AMR and its affiliated debtors.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Wins Approval of Jones Day for TSA Suit
----------------------------------------------------------
AMR Corp. received approval from Judge Sean Lane to hire Jones Day
as special counsel.

Since AMR's bankruptcy filing, Jones Day has provided antitrust
counseling, and legal services to the company's regional carrier,
American Airlines Inc., in connection with a lawsuit it filed
against Transportation Security Administration.

In November 2012, Jones Day's fees exceeded the monthly cap for
"ordinary course" professionals, prompting AMR to file an
application to employ the firm pursuant to Section 327 of the
U.S. Bankruptcy Code.

Jones Day will charge for its services on an hourly basis in one-
tenth hour increments.  Its current hourly rates range from $750
to $950 for partners, $425 to $625 for associates, and $325 to
$375 for paraprofessionals.  The firm will also receive
reimbursement for work-related expenses.

The firm doesn't have any connection with creditors or other
parties adverse to AMR and its affiliated debtors, according to a
declaration by Lawrence Rosenberg, Esq., a partner at Jones Day.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: May Hire Covington as Special Counsel
--------------------------------------------------------
AMR Corp. received approval to hire Covington & Burling LLP as its
special counsel.

AMR previously hired the firm as an "ordinary course"
professional.  Covington's fees, however, have exceeded $500,000
over the course of AMR's Chapter 11 case, prompting the company
to hire the firm pursuant to Section 327 of the U.S. Bankruptcy
Code.

Covington will be paid on an hourly basis in one-tenth hour
increments in accordance with its hourly rates, which range from
$620 to $995 for partners and counsel, $290 to $615 for
associates, and $205 to $370 for paraprofessionals.  The firm
will also receive reimbursement for work-related expenses.

Covington firm will provide AMR with a 15% discount off of its
standard rates due to their long-standing client relationship and
volume of work performed, according to court filings.

Nigel Howard, Esq., a partner at Covington, said the firm does
not represent any interest adverse to AMR and its affiliated
debtors.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Committee Wins OK for Heidrick as Consultant
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in AMR Corp.'s cases
won approval from the U.S. Bankruptcy Court in Manhattan for
approval to hire Heidrick & Struggles as its consultant.

The committee tapped Heidrick to assist in the recruitment of new
non-executive directors, and in the assessment of the new board
structure for the new American Airlines Inc.

The move came after the airline's parent AMR Corp. and US Airways
Group Inc. announced an $11 billion deal, which calls for the
merger of the two airlines to create a premier global carrier.

Heidrick will be compensated for services rendered at a flat rate
of $650,000, invoiced in monthly increments of $200,000 each.
The firm will also receive reimbursement for work-related
expenses.

The firm is a "disinterested person" as defined by Section
101(14) of the Bankruptcy Code and does not hold or represent
interest adverse to the interests of the AMR estate, according to
a declaration by Heidrick Vice-Chairman Theodore Dysart.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Defends Exec Bonuses Ahead of Merger Hearing
---------------------------------------------------------------
Joseph Checkler, writing for Dow Jones Newswires' Daily Bankruptcy
Review, reported that American Airlines parent AMR Corp. continues
to defend its merger with US Airways Group Inc., saying bonuses
and raises it plans to dole out don't need to comply with the
Bankruptcy Code.

                      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.

                          *     *     *

AMR Corporation in February filed with the U.S. Securities and
Exchange Commission copies of a settlement agreement and an
agreement and plan of merger in connection with the Company's
proposed merger with US Airways Group, Inc.

A copy of the Support and Settlement Agreement is available at:

                        http://is.gd/xN9xaC

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/rH3FSv


AMERICAN CAMPUS: Moody's Assigns (P)Ba1 Preferred Shelf Rating
--------------------------------------------------------------
Moody's Investors Service assigned a senior unsecured rating of
Baa3 to the new notes issued by American Campus Communities LP and
revised the rating outlook to positive from stable. The ratings
agency also affirmed the issuer rating at Baa3.

The following ratings were assigned with a positive outlook:

  American Campus Communities Operating Partnership LP $300
  million notes due 2023 -- Baa3 senior unsecured.

  American Campus Communities, Inc. -- (P)Ba1 preferred shelf.

  American Campus Communities Operating Partnership LP -- (P)Baa3
  senior unsecured shelf.

The following rating was affirmed with a positive outlook:

  American Campus Communities, Inc. -- Baa3 issuer rating.

Ratings Rationale:

"ACC has delivered on its goal to strengthen its balance sheet by
increasing the level of unencumbered assets while reducing secured
debt," said Chris Wimmer, vice president at Moody's. "They have
accomplished this while increasing in size and simultaneously
improving key metrics, such as fixed charge coverage and effective
leverage."

An important driver of the positive outlook is the level of
secured debt and unencumbered assets on ACC's balance sheet as it
transitions to an unsecured borrowing platform. The former was
reduced to 29.0% at YE12 from 34.4% as of second quarter of 2011
and the latter increased to 52.1% from 34.5%, and Moody's expects
further improvement. One metric which ACC has not improved over
this timeframe is net debt to EBITDA, which after adjusting for
recent large acquisitions is 7.0x; Moody's concerns are mitigated
by the notable improvement in other credit factors, including
higher fixed charge coverage (3.4x YE12 from 2.8x at 6/30/11) and
gross assets ($5.6 billion from $2.9 billion). The development
pipeline is manageable at 8.6% of gross assets, in Moody's
opinion.

Key credit challenges to ACC include a modestly high level of
secured debt and an unencumbered portfolio which is somewhat
smaller than what Moody's would expect at this rating level,
though it expects continued improvement. In addition, nearly the
entire portfolio re-leases on an annual basis given the nature of
the student housing business, in contrast to most traditional
commercial property types, for which expirations tend to have even
distribution throughout the year. Moody's is also concerned by the
financial stress hitting students and colleges as a result of the
recession, as well as the prolonged period of high unemployment
which may cause some to question the value of a college education.

The rating outlook is positive, reflecting Moody's expectations
that ACC will continue to reduce secured debt and further
unencumber its balance sheet, and bring its credit profile in line
with a higher rating.

Moody's would expect to raise the rating should ACC maintain
secured debt levels close to 25% or lower and unencumbered assets
above 50% of gross assets or higher while reducing net debt to
below 6x EBITDA and maintaining other metrics at current levels or
better. Alternatively, net debt increasing above 7.5x EBITDA
(adjusted for acquisitions) and fixed charge coverage below 3x or
lower would cause Moody's to return the outlook to stable. Any
indication that ACC was reversing course on its path to unsecured
borrowing, such as increasing secured debt or lower unencumbered
assets would put downward pressure on the rating.

The last rating action with respect to ACC was on October 25,
2011, when the company was assigned an issuer rating of Baa3 with
a stable outlook. This was the first time Moody's assigned a
rating to ACC.

The principal methodology used in this rating was Moody's Approach
for REITs and Other Commercial Property Firms published in July
2010.

American Campus Communities, Inc. [NYSE: ACC] is a real estate
investment trust headquartered in Austin, Texas and is a major
developer, owner and manager of student housing communities in the
United States. American Campus Communities owns 160 student
housing properties containing approximately 98,800 beds. Including
its owned and third-party managed properties, ACC's total managed
portfolio consists of 187 properties with approximately 121,300
beds.


AMERICAN WEST: First Amended Plan Declared Effective
----------------------------------------------------
American West Development, Inc., fdba Castlebay 1, Inc., its First
Amended Chapter 11 Plan of Reorganization filed Oct. 15, 2012, and
confirmed by the Bankruptcy Court in an order dated Feb. 14, 2013,
became effective as of March 15.

Tim O'Reiley, writing for Las Vegas Review-Journal, reported in
February that, as a result of a deal reached with lenders before
the case began, $162 million in debt will be reduced to
$49.6 million.  The banks agreed to give up their claim to a
$112.4 million shortfall, creating the financial room to repay
small creditors without any collateral.  American West president
Robert Evans estimated they could receive as much as 80% of the
$2.3 million they are owed.

According to the Las Vegas Review-Journal report, company founder
and majority owner Lawrence Canarelli would alos kick in $10
million in cash to effectively buy back the company.  Of that,
$1.5 million would fund a trust to compensate people for any
construction defects found in their homes.

The report also noted that home buyers can take a one-time
payment, calculated at $216 in voting records pertaining to the
case, in return for giving up any future claims of shoddy
workmanship.  One-time residential developer James L. Moore, who
will oversee the trust, estimated that the claims could run as
high as $20.9 million but would likely amount to only a small
fraction of that.  Besides the cash, the trust could pick up
funding from certain legal claims and insurance.

According to a prior report by the Troubled Company Reporter, the
Bankruptcy Court on Oct. 29, 2012, denied confirmation of American
West's initial plan.  The U.S. Trustee raised objections to the
previous iteration of the Plan, blocked the plan, and forced
American West to file a new version.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.


ARCHDIOCESE OF MILWAUKEE: Pre-Bankr. Deals With Victims Okayed
--------------------------------------------------------------
The Archdiocese of Milwaukee received the green light from U.S.
Bankruptcy Judge Susan Kelley of the U.S. Bankruptcy Court for
the Eastern District of Wisconsin to honor its pre-bankruptcy
agreements with sex abuse victims.

The court order authorizes the archdiocese to pay $92,000 to
settle the claims of 22 sex abuse victims, and to pay those
claims by installments within this year.  In case the archdiocese
doesn't have enough funds to make similar payments to other sex
abuse victims who are not parties to the agreements, those funds
may be recouped, according to the court order.

The unsecured creditors' committee previously complained about
the settlements, saying they favor the 22 sex abuse victims at
the expense of other claimants.  The archdiocese countered that
the 22 victims should be treated differently since they have
enforceable claims against the archdiocese while the other
claimants don't have.

Prior to the archdiocese's bankruptcy filing, 192 victims settled
their claims through a mediation program.  While the terms of the
settlement agreements vary, the archdiocese owed about $702,000
to 22 victims as of January 4, 2011.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARCHDIOCESE OF MILWAUKEE: Claimants Want Deposition Public
----------------------------------------------------------
A group of claimants represented by Jeff Anderson & Associates
P.A. filed court papers requesting that the deposition of New
York Archbishop Timothy Dolan be released to the public.

The deposition taken on Feb. 20 reportedly allowed the cardinal
to talk about his decision nine years ago to publicize the names
of priests who had abused children, and how he responded to the
tragedy of past clergy sexual abuses while he was serving as
archbishop of Milwaukee

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARCHDIOCESE OF MILWAUKEE: Judge Refuses to Sequence Ch. 11 Case
---------------------------------------------------------------
U.S. Bankruptcy Judge Susan Kelley denied the request by a group
of claimants to sequence the bankruptcy case of the Archdiocese
of Milwaukee.

In a two-page decision, Judge Kelley denied the group's request
to sequence the case but she allowed objections to certain claims
to proceed including those asserted by sex abuse victims
identified as Claimants A-12, A-13, A-32 and A-85.

A full-text copy of the court order is available without charge
at http://bankrupt.com/misc/Church_OrdMilwaukeeSequence.pdf

Last month, the archdiocese filed an objection to the group's
request, saying it would delay the bankruptcy case from moving
toward the filing and confirmation of a plan of reorganization.

The request also drew flak from Stonewall Insurance Co. and a
group of insurers referred to as London Market Insurers.  The
insurers are defendants in the lawsuits filed by the archdiocese,
which asserts claims for coverage under their insurance policies.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


AVANTAIR INC: CFO Quits to Pursue Other Opportunities
-----------------------------------------------------
The Chief Financial Officer of Avantair, Inc., Carla Stucky,
resigned her position with the Company to pursue other
opportunities effective March 14, 2013.  Ms. Stucky will remain
with the Company in order to transition her previous
responsibilities through March 28, 2013.

                         About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Dec. 31, 2012, showed $81.56
million in total assets, $120.25 million in total liabilities,
$14.84 million in series a convertible preferred stock, and a
$53.53 million total stockholders' deficit.


BAUSCH & LOMB: Dividend Payment No Impact on Moody's B2 CFR
-----------------------------------------------------------
Moody's Investors Service said that Bausch and Lomb Incorporated's
disclosure in its S-1 filing, dated March 22, that it has paid a
$772 million dividend to its equity sponsors and has funded this
with a new holding company bank loan is credit negative, but does
not result in a change in Bausch's ratings (B2 CFR).

Headquartered in Rochester, New York, Bausch & Lomb Incorporated
is a leading worldwide provider of eye care products, including
contact lens, lens care, ophthalmic pharmaceuticals, and surgical
products. Bausch & Lomb was acquired by Warburg Pincus, a private
equity firm in October 2007.


BAUSCH & LOMB: S&P Revises Outlook to Positive & Affirms 'B+' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Rochester, N.Y.-based Bausch & Lomb Inc. to positive from stable.
The 'B+' corporate credit rating is affirmed.

At the same time, S&P affirmed its 'B+' issue-level rating on the
company's senior secured debt.  The recovery rating on this debt
is '3', indicating S&P's expectation for meaningful (50%-70%)
recovery of principal in the event of a payment default.  S&P also
affirmed its 'B' issue-level rating on the company's senior
unsecured debt.  The recovery rating on this debt is '5' (10%-30%
recovery expectation).

The company expects to use the proceeds of the IPO, anticipated in
mid 2013, to repay the bridge loan.  Proceeds in excess of
$700 million will be used for working capital and other general
corporate purposes, which may include funding strategic
acquisitions and repayment of other indebtedness.

Bausch & Lomb's consolidated debt leverage increases to almost 7x
as a result of the holding company debt and revolver drawdown.  If
the IPO does not proceed and the bridge loan remains outstanding,
S&P estimates that debt leverage would fall to under 6.5x at year-
end 2013 as the outstanding revolver balance declines and EBITDA
increases.  This financial metric as well as the company's
adequate liquidity support S&P's affirmation of its ratings on the
company ratings at this time.

The rating on Bausch & Lomb Inc. reflects its "satisfactory"
business risk profile and "highly leveraged" financial risk
profile.  The "satisfactory" business risk profile is evidenced by
diversity in ophthalmology product offerings (vision care,
pharmaceuticals, and surgical), a vast global network and brand
recognition, ongoing strong performance in the pharmaceuticals
segment, and an improving product pipeline.  These strengths are
offset by an EBITDA margin that is currently weak relative to
medical device and pharmaceutical company peers, and competitive
pressures.  The adjusted debt-to-EBITDA ratio of 5.5x and funds
from operations to debt of 8% at year end 2012, which modestly
weaken as a result of the holdco debt, remain commensurate with
the company's "highly leveraged" financial risk profile.

S&P's positive rating outlook on Bausch & Lomb reflects the
potential for material deleveraging within a year.  S&P could
raise its ratings on the company if the IPO is successful, the
bridge loan is repaid, additional debt is retired, and S&P
believes that debt leverage will remain between 4.5x and 5x.

However, if the IPO is unsuccessful and the bridge loan remains
outstanding, S&P would revise its outlook to stable.  Although
unexpected, a sizeable acquisition that would precipitate a
revolver drawdown and signal a more aggressive financial policy
could also cause S&P to revise the outlook to stable.


BERNARD L. MADOFF: $410M Deal Should Go Forward, Attys. Argue
-------------------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that a $410
million settlement between New York state and Madoff feeder fund
manager J. Ezra Merkin should go forward despite the Madoff
bankruptcy trustee's efforts to derail it, lawyers on both sides
of the deal argued Monday.

Irving Picard, the trustee in charge of recovering money for
Madoff's direct victims, is interfering with the deal because of a
God complex, lawyers for Merkin and the state argued at a hearing
before U.S. District Judge Jed S. Rakoff in Manhattan, the BLaw360
report related.

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD L. MADOFF: Court to Rule on Merkin Settlement by April 15
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that the trustee liquidating Bernard L. Madoff Investment
Securities LLC will be told by April 15 whether he succeeded in
stopping a $410 million settlement between New York Attorney
General Eric Schneiderman and feeder fund manager J. Ezra Merkin.

According to the report, U.S. District Judge Jed Rakoff heard
lawyers argue for almost three hours March 25 on the question of
whether Mr. Schneiderman is entitled to pay most of the settlement
to investors in Mr. Merkin's three feeder funds.  Irving Picard,
the Madoff trustee, says he's entitled to recover first from
Mr. Merkin, to insure the recovery goes to all Madoff victims, not
just a subset like the feeder fund investors.

The report recounts that the attorney general sued Mr. Merkin in
state court in 2009.  The settlement calls for Mr. Merkin to pay
$410 million.  Mr. Picard has his own lawsuit in bankruptcy court
where he is aiming to recover $560 million from Mr. Merkin.  The
attorney general hasn't said exactly how much will go to
Mr. Merkin's investors and how much can be used by Mr. Merkin to
defend Mr. Picard's lawsuit.  Judge Rakoff said he will issue his
decision by April 15. The judge didn't indicate how he will rule.

The report relates that Mr. Picard's lawyer David Sheehan from
Baker & Hostetler LLP argued that Mr. Merkin knew Madoff was
orchestrating a fraud and received hundreds of millions of dollars
in fees by funneling money into the Ponzi scheme through the
feeder funds he managed.  Mr. Picard is seeking to halt the
settlement with Mr. Schneiderman from fear Mr. Merkin will have
little left to pay a judgment or settlement once he gives $410
million to the attorney general.  Much of the Madoff trustee's
argument is based on the idea that money Mr. Merkin would pay in
settlement was stolen from customers and therefore belongs to the
bankrupt estate.  At one point in the argument, Judge Rakoff said
it's "not so self-evident that the attorney general can recover if
it's from stolen property that belongs to the estate."

Perhaps also pertinent to Judge Rakoff's decision, David
Ellenhorn, Esq., a lawyer for the New York attorney general, said
the $410 million represents the "vast, vast bulk" of Mr. Merkin's
assets.

The report relates Judge Rakoff began the hearing by posing the
question of whether Mr. Picard waited too long before attempting
to stop the attorney general's lawsuit against Mr. Merkin.  Mr.
Ellenhorn pointed out that, under a legal doctrine known as
laches, the attorney general's suit against Mr. Merkin was pending
for more than three years before Mr. Picard filed papers to stop
the proceedings.

Another issue raised by Judge Rakoff was whether there is property
of the Madoff estate involved to form the basis for a federal
court to step in and stop the attorney general's suit in state
court.

According to the report, when Judge Rakoff issues his decision
next month, he can pick between decisions handed down in the last
month in Madoff disputes, one favoring Mr. Picard and other coming
down on the side of Mr. Schneiderman.

The U.S. Court of Appeals in Manhattan ruled in Mr. Picard's favor
on Feb. 20 by deciding that only Mr. Picard could sue based on
claims that belong to all Madoff customers.  Coming down with the
opposite result, U.S. District Judge Victor Marrero issued an
opinion on March 20 telling Mr. Picard he can't stop investors in
another feeder fund from suing that fund's managers.

Judge Rakoff pointed out that neither decision is binding on him.
The appeals court decision was a so-called summary ruling that's
not supposed to be binding on lower courts.  Judge Marrero's
decision as one district judge isn't binding on Judge Rakoff,
another district judge in the same courthouse.

The dispute is now in Judge Rakoff's court because Mr. Picard
filed suit last year in bankruptcy court to stop the settlement.
Judge Rakoff took the suit out of bankruptcy court.

The dispute with Schneiderman in district Court is Picard v.
Schneiderman, 12-cv-06733, U.S. District Court, Southern District
of New York (Manhattan). The lawsuit with Schneiderman in
bankruptcy court is Picard v. Schneiderman, 12-bk-01778, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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


BEST UNION: Disclosure Statement Hearing Set for April 3
--------------------------------------------------------
A hearing for approval of the disclosure statement explaining The
Best Union, LLC's Chapter 11 Plan is set for April 3, 2013, at
9.30.m.

The Plan proposes to liquidate the office building located in West
Covina, California, in order to make payments proposed under the
Plan.  The secured claims of Bank of China, SPCP Group V, LLC,
will be paid in full and the lenders will retain their liens
securing the debts until the debts are paid or the West Covina
Property is sold.  General unsecured claims will be paid 100%.

A full-text copy of the Disclosure Statement dated Feb. 27, 2013,
is available for free at:

         http://bankrupt.com/misc/THEBESTds0227.pdf

                       About The Best Union

West Covina, California-based, The Best Union LLC, owns properties
in West Covina and Fresno, California.  Bank of China and SPCP
Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates represents the Debtor in its
restructuring effort.  The Debtor has scheduled assets of
$11,431,364, and scheduled liabilities of $9,195,179.  The
petition was signed by James Lee, manager.


BLACK DAVIS: Dispute With Frontier Insurance Goes to Trial
----------------------------------------------------------
Bankruptcy Judge Mary D. France denied the request of Frontier
Insurance Company in Rehabilitation seeking partial summary
judgment in its favor in the adversary commenced by Black, Davis
and Shue in which BDS asserted various counterclaims to Frontier's
proofs of claim.

In October 2000, Frontier Insurance Company and BDS agreed to
enter into AN Agency Agreement whereby FIC would act as a fronting
insurance carrier for a professional employee organization program
and BDS would serve as Frontier's agent.  Both parties assert that
the other party breached the Agency Agreement. FIC filed suit
against BDS in the Southern District of New York in 2005.

After an adverse ruling by the district court, BDS filed for
Chapter 11 bankruptcy (Bankr. M.D. Pa. Case No. 06-00051) in 2006.
Before BDS filed its petition, FIC had been placed into
receivership under New York state law.

In April 2006, Frontier Insurance Company in Rehabilitation filed
proofs of claims of $3,115,613 and $2,885,515 in BDS' Chapter 11
case.  The Debtor objected to Frontier's claims and filed
counterclaims, which were incorporated in the Complaint that
commenced the adversary case.  Five of the original eight counts
were dismissed in Opinions issued by the Bankruptcy Court on
Feb. 2, 2012, and June 27, 2012.  BDS is currently pursuing the
three remaining counts of breach of contract, unjust enrichment,
and breach of the covenant of good faith.

In the February 2012 Opinion, the Court held that BDS breached the
Agency Agreement when it collected total premiums of at least
$3,651,936, but remitted only $597,000 of those funds to Frontier.
The Debtor also breached the Agency Agreement by transferring
$1,563,720 of the total collected premiums to Congressional Re, a
third party.

Frontier asserts that its remaining claim against BDS for premiums
that were collected and not remitted ($1,491,216) exceeds any
potential counterclaim the Debtor can assert against Frontier.
Therefore, Frontier argues, summary judgment should be granted in
its favor on the amount that the Court has determined that Debtor
wrongfully transferred to a third party -- $1,563,720.

At this juncture, the three counts of BDS's Complaint have not
been decided. In its breach of contract claim, BDS asserts that it
is entitled to actual damages of up to $1.2 million against
Frontier.  BDS's claims for unjust enrichment and breach of good
faith do not contain an estimate of damages other than to state
that the amount of each claim exceeds $75,000.

Frontier's request for partial summary judgment does not attack
the substance of BDS's three remaining claims, but asserts that
its remaining claim of $1,491,216 will exceed the amount of
damages asserted in Debtor's counterclaim.  Therefore, Frontier
requests partial judgment in the amount of $1,563,720, which
Frontier asserts would not be subject to offset against BDS's
claims against Frontier.

"Given the complexity of the allegations in the matter before me,
the acrimony on both sides that has marred the progress of
discovery, and the fact that Frontier's placement into
receivership may have hampered its ability to produce all
requested materials, I am loathe to decide that Debtor's ongoing
discovery efforts will prove fruitless.  For this reason as well,
partial summary judgment must be denied," ruled Judge France.

The case before the Court is, FRONTIER INSURANCE COMPANY IN
REHABILITATION, Claimant v. BLACK, DAVIS and SHUE AGENCY, INC.,
Objectant; and BLACK, DAVIS and SHUE AGENCY, INC., Plaintiff v.
FRONTIER INSURANCE COMPANY IN REHABILITATION, Defendant, Adv.
Proc. No. 1-11-ap-00160MDF (Bankr. M.D. Pa.).  A copy of the
Court's March 20, 2013 Opinion is available at http://is.gd/D8Trsw
from Leagle.com.


BLUE BANNER: Case Summary & 4 Unsecured Creditors
-------------------------------------------------
Debtor: Blue Banner, LLC
        5251 South Santa Fe Avenue
        Vernon, CA 90058

Bankruptcy Case No.: 13-17230

Chapter 11 Petition Date: March 20, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Neil W. Bason

Debtor's Counsel: David S. Kupetz, Esq.
                  SULMEYER KUPETZ
                  333 S. Hope Street, 35th Floor
                  Los Angeles, CA 90071
                  Tel: (213) 626-2311
                  E-mail: dkupetz@sulmeyerlaw.com

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

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

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-17230.pdf

The petition was signed by Kimmy Song, manager.


BRIER CREEK: Exclusive Period to Confirm Plan Extended to May 17
----------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court
granted Brier Creek Corporate Center Associates Limited
Partnership, et al.'s request to extend the exclusive period to
confirm a plan of reorganization through May 17, 2013.

On Jan. 3, 2013, the Debtors' time and exclusive period to file a
disclosure statement and proposed plan of reorganization was
extended to Jan. 21, and the Debtors' exclusive period to confirm
a plan of reorganization was extended to March 22.

On Jan. 21, the Plan and Disclosure Statement was filed.  The
confirmation hearing on the Plan has not been set by the Court.

The Debtors said in a filing dated Jan. 22 that given the
complexity and the contested nature of these consolidated cases,
as well as the uncertainty as to the length of the confirmation
hearing and the date by which the hearing will be concluded, the
Debtors anticipate that they may not be able to conclude any
evidentiary hearing on the confirmation of the Plan by the current
deadline to confirm the Plan.

                    About Brier Creek Corporate

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

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

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

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

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


BRIER CREEK: Court Determines Value of Certain Properties
---------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina entered a supplemental
order that provides for a valuation of certain properties of Brier
Creek Corporate Center Associates Limited Partnership, et al.

The order supplements the Dec. 18, 2012, order regarding valuation
which directed parties to submit a valuation for the Service
Retail at Whitehall II, Whitehall Corporate Center IV, Whitehall
Corporate Center V, Whitehall Corporate Center VI and Service
Retail at Brier Creek properties, using a discounted cash flow
analysis comprised of the factors determined by the Court on
Jan. 4, 2013.

Based upon the submissions of the parties, the Court finds the
value of these properties to be:

   1. Service Retail at Whitehall II  --    $2,239,000
   2. Whitehall Corporate Center IV   --   $27,212,000
   3. Whitehall Corporate Center V    --   $16,722,000
   4. Whitehall Corporate Center VI   --   $13,623,000
   5. Service Retail at Brier Creek   --    $5,723,000

The order is intended to constitute a preliminary ruling which
will ultimately be incorporated into a final order regarding
confirmation and is submitted as such to aid the parties in
the formulation and negotiation of a plan of reorganization.

                    About Brier Creek Corporate

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

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

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

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

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


CALIFORNIA PIZZA: Moody's Rates Amended $400MM Debt 'B2'
--------------------------------------------------------
Moody's Investors Service assigned a B2 rating to California Pizza
Kitchen, Inc.'s proposed amended $370 million first lien senior
secured term loan B and $30 million first lien revolver.
In addition, Moody's affirmed the B3 Corporate Family Rating.
Moody's also lowered the company's Probability of Default rating
(PDR) to Caa1-PD from B3-PD. The rating outlook is stable.

Ratings Rationale:

CPK is currently in the process of amending its bank facility to
increase the size of the term loan B to $370 million from $257
million. Proceeds from the increase in the term loan B and cash on
hand will be used to repay the company's existing $75 million 12%
second lien term loan due 2018, fund a $50 million special
dividend to shareholders and pay fees and expenses. The amendment
will also eliminate the facilities' fixed charge coverage
covenant, leaving adjusted leverage as its only financial
maintenance covenant.

The affirmation of CPK's B3 CFR reflects its high leverage as of
October 1, 2012, of about 7.0 times (pro-forma for the proposed
refinancing of its bank facility and including Moody's standard
adjustments but excluding the debt adjustment for preferred
stock). The ratings also incorporate CPK's weak same store sales
performance, modest scale and geographic concentration relative to
comparable casual dining concepts. The ratings are supported by
CPK's high level of brand awareness, various cost saving
initiatives, and good liquidity. The ratings also incorporate the
benefits from the proposed bank amendment which should reduce
interest expense by approximately $7.0 million annually despite
increasing financial leverage by just over half a turn.

The lowering of the PDR to Caa1-PD from B3-PD reflects the
proposed change to an all first lien debt capitalization and
Moody's assumptions regarding default probability in the absence
of debt cushion below the first lien lenders.

Ratings assigned are:

  $30 million senior secured 1st lien revolver due July 7, 2016
  rated B2 (LDG3, 30%)

  $370 million senior secured 1st lien TL B due July 7, 2017
  rated B2 (LDG3, 30%)

Ratings affirmed are:

  Corporate Family Rating of B3

  $30 million senior secured 1st lien revolver due July 7, 2016
  at B2 (LGD3, 38%)*

  $260 million senior secured 1st lien TL B due July 7, 2017 at
  B2 (LGD3, 38%)*

Rating downgraded;

  Probability of Default rating to Caa1-PD from B3-PD

* Ratings to be withdrawn upon close of the refinancing.

The stable outlook reflects Moody's view that a gradual
improvement in same store sales along with further cost saving
initiatives will better position the company in the B3 rating
category. Moreover, with capital spending limited to required
maintenance and refurbishments, and debt reduction in excess of
mandatory amortization due to required excess cash flow payments,
credit metrics should strengthen over the intermediate term.

The ratings could be downgraded if the company fails to strengthen
debt protection metrics from pro forma levels over the next year
due to weak same store sales, failure to realize anticipated cost
savings or lower than expected cash flow generation. A material
deterioration in liquidity could also pressure the ratings.

The ratings could be upgraded if the company demonstrates positive
same store sales performance and improving profitability such that
Debt to EBITDA (excluding the preferred adjustment) is expected to
be sustained near 5.5 times and EBITDA less Capex coverage of
interest at over 2.0 times. An upgrade would also require the
maintenance of good liquidity.

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

California Pizza Kitchen, Inc. is an owner, operator and
franchisor with approximately 268 casual dining restaurants in 34
states and 12 countries. Annual revenues are about $630 million.


CALIFORNIA PIZZA: S&P Assigns 'B' Rating to $400 Million Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Los Angeles-based California Pizza Kitchen Inc.'s
$400 million credit facility, which includes a $370 million five-
year term loan and a $30 million five-year revolver.  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.

At the same time, S&P affirmed its 'B' corporate credit rating and
revised the outlook to stable from negative.  In addition to
upsizing the term loan, the company is also repricing the debt and
removing one covenant for fixed charges.  CPK will use cash and
the proceeds from the term loan to pay a dividend to private
equity owner Golden Gate Capital, refinance its existing term loan
B and unrated second lien debt, and pay fees and expenses.

"The outlook revision is based on the company's continued
operational improvement under new management," said Standard &
Poor's credit analyst Diya Iyer.

The speculative-grade rating on CPK reflects its "highly
leveraged" financial risk profile as a result of the Golden Gate
Capital LBO in 2011 and the current large dividend, which comes so
soon after the original transaction.  It also incorporates S&P's
assessment of the company's "vulnerable" business risk profile,
reflecting its participation in the highly competitive casual
dining segment of the restaurant industry, limited format
diversity, exposure to volatile commodity costs, and concentration
in California, where more than 30% of the company's units are
located.

"Our stable rating outlook on CPK reflects our base-case forecast
that the company's operating performance and credit measures will
improve slightly over the near term.  We could lower the rating if
poor execution of strategic initiatives, greater-than-expected
commodity cost pressure, and stronger competition result in more
than 100 basis points of deterioration in gross margin or a
decline in annual sales in the mid-single-percent area for fiscal
2013.  This would result in a 7% decline in EBITDA, with leverage
in the low-6x area and coverage approaching 2x.  We could also
lower the rating if CPK's private equity owners fund any
additional dividend through another increase in debt in the next
year, or if the leverage covenant cushion tightens to below 15%,"
S&P said.

"We could upgrade CPK if the company demonstrates a consistent
commitment to deleveraging, posts sustainable positive sales in
the low-single-digit percent area, or improves gross margin by
about 200 basis points.  This would result in EBITDA growing in
the mid-teens percent, pushing leverage down to the low-4x area
and coverage to the mid-2x area.  It would also result in CPK's
leverage covenant cushion remaining above 30% for the remainder of
fiscal 2013.  However, given the limited growth prospects for the
company, the aggressive private equity dividend policy, and weak
industry outlook, we do not expect to raise our ratings in the
next year," S&P added.


CANDIA SAND: Case Summary & 8 Unsecured Creditors
-------------------------------------------------
Debtor: Candia Sand and Gravel, LLC
        321 Route 27
        Raymond, NH 03077

Bankruptcy Case No.: 13-10695

Chapter 11 Petition Date: March 21, 2013

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: Bruce A. Harwood

Debtor's Counsel: Peter N. Tamposi, Esq.
                  THE TAMPOSI LAW GROUP
                  159 Main Street
                  Nashua, NH 03060
                  Tel: (603) 204-5513
                  E-mail: peter@thetamposilawgroup.com

Scheduled Assets: $800,000

Scheduled Liabilities: $2,410,924

A copy of the Company's list of its eight unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/nhb13-10695.pdf

The petition was signed by Kevin Cole, manager.


CAPITOL BANCORP: Loan for Capital Infusion to Sunrise Bank OK'd
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan, in
an amended interim order, authorized Capitol Bancorp Ltd., and
Financial Commerce Corporation to obtain a postpetition loan to
infuse capital of up to $1 million into Sunrise Bank of
Albuquerque.

The Debtors related that after the Court approved a loan on
Feb. 15, 2013, the investors have requested that an amended order
be entered to reflect approval for the transaction to be in the
form of a stock sale.  The Court approved a loan from investors
for CBC to infuse capital into its subsidiary bank, Sunrise Bank
of Albuquerque to prevent a seizure of the bank by regulators.  In
exchange, the investors will receive a security interest in stock
of subsidiary banks.  The Court also agreed that the transaction
could be in the form of a sale (or pre-sale) of stock so long as
the transaction has the same economic substance.

Additionally, the investors wanted that the interim order be
amended to state what was stated on the record.  The stock
purchase agreement forms executed by Joseph Reid and Cristin Reid,
who invested $172,482 in the aggregate, were revised in Section
4(f)(ii), because Mr. Reid is on the board of Michigan Commerce
Bank and Ms. Reid is on the board of Capital National Bank.  The
five investors invested in stock of CNB, receiving 14.83% of the
CNB stock in the aggregate.  Mr. Reid received 1.48% and Ms. Reid
received 0.74%.

The investor will be entitled to a 15% fee for making the loan.
As adequate protection from any diminution value of the lender's
collateral, the investors are granted a lien on stock in Debtors'
subsidiary banks to secure the obligations.

In the event an objection to entry of the amended interim order as
a final order is filed by March 22, 2013, the Court will hold a
final hearing on the motion on March 26.  If no objection is
timely filed and served, the Court may enter a final order without
a hearing.

                 Recapitalization of Sunrise Bank

As reported in the Troubled Company Reporter on Feb. 6, 2013, CBC
has entered into a binding sales agreement with Weststar Bancorp
for the sale and subsequent recapitalization of Sunrise Bank of
Albuquerque.

Weststar Bancorp previously executed a letter of intent for the
purchase of Sunrise Bank of Albuquerque in December of 2012.
Weststar Bancorp expects to finalize an escrow arrangement for
this transaction with a New Mexico bank before Feb. 8, 2013.  The
transaction is subject to regulatory and bankruptcy court approval
and expected to be completed in 2013.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., of Foley & Lardner LLP
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

The Debtor's plan would exchange debt and trust-preferred
securities for equity.  Holders of $6.8 million in senior notes
would see a full recovery by receipt of new stock.  Holders of
$151.3 million in trust-preferred securities would take equity
worth $50 million, for a one-third recovery.  Holders of $5
million in preferred stock would have a 20% recovery from new
equity, while common stockholders would take stock worth
$15 million.


CENTRAL EUROPEAN: Affirms Support for Roust Trading Proposal
------------------------------------------------------------
The board of directors of Central European Distribution
Corporation has received a revised proposal from a third-party in
respect of a restructuring of CEDC's financial obligations.  The
Board of Directors, together with its advisors, has reviewed the
terms of this revised proposal and the Board of Directors does not
believe that this proposal is competitive with the terms of the
proposal made by Roust Trading Ltd. and reflected in Supplement
No. 1 to the Amended and Restated Offering Memorandum, Consent
Solicitation Statement and Disclosure Statement filed as an
Exhibit on Form 8-K on March 18, 2013, and affirms its support for
the transactions described in this supplement.

                             About CEDC

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

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

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

                             Liquidity

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

                            *     *     *

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

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

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

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


CITIZENS DEVELOPMENT: Has Access to Cash Until March 31
-------------------------------------------------------
Citizens Development Corp. has entered into a stipulation with
National Credit Union Administration Board and Pacific West TD
Fund II, LP, allowing further use of cash collateral until
March 31, 2013.  The Stipulation only authorizes the Debtor to use
cash collateral to pay the expenses set forth in the budget, a
copy of which is available for free at:

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

NCUA is represented by:

      THE WOLF FIRM, A Law Corporation
      Alan Steven Wolf, Esq.
      Eric D. Dean, Esq.
      2955 Main Street, Second Floor
      Irvine, California 92614-2528
      Tel: (949) 720-9200
      Fax: (949) 608-0133
      E-mail: Alan.Wolf@wolffirm.com
              Eric.Dean@wolffirm.com

PW is represented by:

      HENDERSON, CAVERLY, PUM & CHARNEY LLP
      Maria K. Pum, Esq.
      12750 High Bluff Drive, Suite 300
      San Diego, CA 92130
      Tel: (858) 755-3000
      Fax: (858) 755-9900
      E-mail: mpum@hcesq.com

                   About Citizens Development

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., at Levene, Neale, Bender, Yoo
& Brill LLP, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Calif. Case No. 10-13024).

The Plan provides that the funding for the Plan will initially
come from a new value contribution in the amount of up to $375,000
to be made to the Reorganized Debtor by LDG Golf Marketing, LLC,
Telesis' cash collateral in the amount of $50,000 allocated to the
payment of allowed administrative expenses pursuant to the Telesis
Settlement, and the Debtor's additional cash on hand which is
estimated to be $50,000, which collectively equates to up to
$475,000.


CITIZENS DEVELOPMENT: Has Until April 30 to File Plan
-----------------------------------------------------
The Hon. Laura S. Taylor of the U.S. Bankruptcy Court for the
Southern District of California has extended, at the behest of
Citizens Development Corp., the deadline for the Debtor to file a
plan of reorganization until April 30, 2013.

On Jan. 18, 2013, the Court entered an order extending the
Debtor's deadline for filing a plan through March 18, 2013.  At
that time, the Debtor argued that cause existed for the requested
extension because, on Jan. 16, 2013, the Court entered an interim
order providing a 120-day timeframe from after which this case may
be converted to a case under Chapter 7.  The 120-day timeframe is
related to the period of time during which the National Credit
Union Administration Board is prohibited from foreclosing upon its
collateral, and is related to the period of time during which the
Debtor intends to attempt to settle its disputes with NCUA.

The Debtor said in a filing dated March 1 that it has made a
settlement proposal to NCUA, and that it is awaiting a decision by
the NCUA in connection with the settlement proposal.  ?The Debtor
has waited through the end of February 2013 for NCUA to make a
decision, but a decision has not been made.  The Debtor was
hopeful that a decision in favor of settlement would have been
made by March 1, 2013, in which case, the Debtor would have
proposed a plan of reorganization prior to the March 18, 2013
deadline to do so.  At this point, however, the Debtor does not
believe that a decision will be made in a timeframe sufficient to
allow the Debtor to propose a plan on or before March 18, 2013,?
the Debtor stated in the filing.

The Debtor believes it would be an enormous waste of resources to
spend the next approximate two weeks preparing and proposing a

plan when the Debtor and NCUA have not settled and when the Debtor
and NCUA may not ever settle their disputes.  The Debtor remains
optimistic that it will be able to settle its disputes with NCUA,
but additional time is required in order to do so.

                   About Citizens Development

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., at Levene, Neale, Bender, Yoo
& Brill LLP, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Calif. Case No. 10-13024).

The Plan provides that the funding for the Plan will initially
come from a new value contribution in the amount of up to $375,000
to be made to the Reorganized Debtor by LDG Golf Marketing, LLC,
Telesis' cash collateral in the amount of $50,000 allocated to the
payment of allowed administrative expenses pursuant to the Telesis
Settlement, and the Debtor's additional cash on hand which is
estimated to be $50,000, which collectively equates to up to
$475,000.


CLAIRE'S STORES: Completes Offering of $210 Million Senior Notes
----------------------------------------------------------------
Claire's Stores, Inc., has closed its previously announced
offering of $210 million aggregate principal amount of 6.125%
Senior Secured First Lien Notes due 2020.  The 6.125% Senior
Secured First Lien Notes were issued at par.

Pursuant to the terms of a cash tender offer set forth in an Offer
to Purchase dated March 1, 2013, the Company offered to purchase
up to $210 million aggregate principal amount of its outstanding
9.25% Senior Notes due 2015 and 9.625%/10.375% Senior Toggle Notes
due 2015 for total consideration per $1,000 aggregate principal
amount of Senior Notes consisting of the applicable tender offer
consideration for such series of Senior Notes plus an early
participation payment of $30.00 per $1,000 principal amount of
Senior Notes tendered by 5:00 p.m., New York City time, on
March 14, 2013.  As of the Early Participation Date, approximately
$39 million aggregate principal amount of the Senior Fixed Rate
Notes and approximately $21.5 million aggregate principal amount
of the Senior Toggle Notes were validly tendered and not validly
withdrawn.

On March 15, 2013, the Company used approximately $63.3 million of
the net proceeds of the offering to purchase all of the Early
Tendered Notes in accordance with the terms of the Tender Offer.
The Company intends to use the remaining net proceeds of the
offering, together with cash on hand, to purchase an additional
approximately $149.5 million aggregate principal amount of Senior
Notes pursuant to the Tender Offer or a subsequent redemption.

The Tender Offer will expire at 11:59 p.m., New York City time, on
March 28, 2013, unless extended or earlier terminated, but the
Early Participation Payment is no longer available.

The 6.125% Senior Secured First Lien Notes were offered only to
"qualified institutional buyers" in reliance on Rule 144A under
the Securities Act of 1933, as amended, and outside the United
States only to non-U.S. persons in reliance on Regulation S under
the Securities Act.  The 6.125% Senior Secured First Lien Notes
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws.

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

                           *     *     *

As reported by the TCR on Oct. 1, 2012, Moody's Investors Service
upgraded Claire's Stores, Inc.'s Corporate Family and Probability
of Default ratings to Caa1 from Caa2.  The upgrade of Claire's
Corporate Family Rating to Caa1 reflects its ability to address
its substantial term loan maturity in 2014 by refinancing it with
a $625 million add-on to its existing senior secured first lien
notes due 2019.

Claire's Stores, Inc., carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


CLEAR CHANNEL: Incurs $311.7 Million Net Loss in 2012
-----------------------------------------------------
Clear Channel Communications, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a comprehensive loss attributable to the Company of $311.72
million on $6.24 billion of revenue for 2012.  The Company
incurred a comprehensive loss of $298.72 million on $6.16 billion
of revenue for 2011, as compared with a comprehensive loss
attributable to the Company of $414.59 million on $5.86 billion of
revenue for 2010.

The Company's balance sheet at Dec. 31, 2012, showed $16.29
billion in total assets, $24.28 billion in total liabilities and a
$7.99 billion total member's deficit.

                         Bankruptcy Warning

"The ability to restructure or refinance the debt will depend on
the condition of the capital markets and our financial condition
at such time.  Any refinancing of our debt could be at higher
interest rates and increase debt service obligations and may
require us and our subsidiaries to comply with more onerous
covenants, which could further restrict our business operations.
The terms of existing or future debt instruments may restrict us
from adopting some of these alternatives.  These alternative
measures may not be successful and may not permit us or our
subsidiaries to meet scheduled debt service obligations.  If we
and our subsidiaries cannot make scheduled payments on
indebtedness, we or our subsidiaries, as applicable, will be in
default under one or more of the debt agreements and, as a result
we could be forced into bankruptcy or liquidation."

"We are very pleased with our Company's progress in strengthening
our businesses over the past year, and we look forward to
continuing our momentum into 2013," Chief Executive Officer Bob
Pittman said.  "We have put the right management team in place to
focus on bringing new advertising dollars to the sector by
demonstrating the value of our assets - especially our unique
national platform across the media, entertainment and outdoor
marketplaces.  Moving forward, we will continue to use our
unmatched national reach to grow our digital platforms, expand and
deepen our relationships with national and local advertisers,
launch innovative products and services and stage new and exciting
events as only Clear Channel can."

"Despite the slow economic recovery, we delivered a solid
financial performance for the 2012 fourth quarter and full year,"
Tom Casey, executive vice president and chief financial officer,
said.  "At Clear Channel Media and Entertainment, we continued to
outpace the competition in national advertising, digital, and
total revenues.  At Outdoor, the Americas' progress in digital,
airports and national advertising was encouraging, while
International saw strength in emerging markets.  Across the entire
company, we remain aggressively focused on realigning our
resources toward higher growth areas.  2012 was also an important
year for capital markets activity, with $7.5 billion of debt
raised at Clear Channel Communications and Clear Channel Worldwide
Holdings in four separate transactions.  Clear Channel Worldwide
Holdings used proceeds for debt repayment and shareholder returns
and Clear Channel Communications not only repaid debt but also
gained important new flexibility to better manage liquidity and
future maturities."

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

                        http://is.gd/V99xM0

                         About Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

                         Bankruptcy Warning

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.

The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time.  Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations.  The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives.  These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations.  If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's concerns center on the company's highly leveraged capital
structure, with significant maturities in 2014 and 2016; the
considerable and growing interest burden that pressures free cash
flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.


CLUB AT SHENANDOAH: Seeks to Hire Venturi as Financial Advisor
--------------------------------------------------------------
The Club At Shenandoah Springs Village, Inc., seeks court
permission to employ Venturi & Company LLC as its financial
advisor.

Venturi is expected to:

   (i) review the business, operations, financial condition,
       historical performance, projections and forecasts of the
       Debtor;

  (ii) review and analyze the Debtor's financial options relating
       to one or a series of transactions;

(iii) assist the Debtor in identifying financing sources and
       preparing information materials, financial models and
       related documents with regard to debtor-in-financing
       efforts, if any;

  (iv) assist the Debtor in formulating a marketing and sale
       strategy related to its property;

   (v) prepare information materials highlighting the investment
       or sale considerations of the Debtor and its business or
       assets and transmit these materials to third parties;

  (vi) identify, qualify and contact third parties and facilitate
       their due diligence by responding to inquiries and
       providing additional information, and aggregating
       information in an electronic data room;

(vii) evaluate offers, assist in negotiations and review and
       analyze any securities or other consideration offered to
       the Debtor in connection with a transaction;

(viii) assist in analyzing the Debtor's financial liquidity and
       evaluate alternatives to improve liquidity;

  (ix) facilitate and participate in negotiations among the
       Debtor, financing sources and the Debtor's creditors and
       other stakeholders;

   (x) assist in the development of financial data and
       presentations to the Debtor's creditors and other
       stakeholders, financing sources and other third parties;

  (xi) provide testimony in the case concerning any of the
       subjects encompassed by the services; and

(xii) provide other financial advisory and investment banking
       services as may be mutually agreed upon by the Debtor and
       Venturi.

Venturi's compensation will consist of a $15,000 monthly advisory
fee and a success fee upon the closing or consummation of a
transaction.  The Success Fee will be equal to:

   (1) if the aggregate Transaction Value is less than
       $18,000,000, four percent (4%) of the aggregate Transaction
       Value;

   (2) if the aggregate Transaction Value is between $18,000,000
       and less than $20,000,000, four and one-quarter percent
       (4.25%) of the aggregate Transaction Value;

   (3) if the aggregate Transaction Value is between $20,000,000
       and less than $22,000,000, four and three-quarters percent
       (4.75%) of the aggregate Transaction Value; and

   (4) if the aggregate Transaction Value is equal to or greater
       than $22,000,000, five percent (5%) of the aggregate
       Transaction Value.

In addition, fifty percent (50%) of any Advisory Fees earned
during the case will be credited to the final payment of any
Success Fees.

The Debtor attests Venturi and its members and employees are
"disinterested persons" as that term is defined and used in
Sections 101(14) and 327 of the Bankruptcy Code.

                   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.


COLLEGE KNIGHTS: Case Summary & 7 Unsecured Creditors
-----------------------------------------------------
Debtor: College Knights Mini Mart, Inc.
        19973 College View Drive
        Redding, CA 96003

Bankruptcy Case No.: 13-23726

Chapter 11 Petition Date: March 20, 2013

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Timothy T. Huber, Esq.
                  LAW OFFICES OF TIMOTHY T. HUBER
                  4364 Town Center Boulevard, #218
                  El Dorado Hills, CA 95762
                  Tel: (916) 358-8830

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its seven largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/caeb13-23726.pdf

The petition was signed by Vipul Pandya, president.


COMBAT SPORTS: Canadian Bankruptcy Given Lead Status
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Combat Sports Inc., a Canadian manufacturer of
baseball, hockey and lacrosse sticks, was given recognition of its
Canadian bankruptcy as the so-called foreign main proceeding.

According to the report, the bankruptcy court in Seattle, Wash.,
on March 22 recognized Canada as home to the main bankruptcy.
Consequently, all creditor actions in the U.S. were halted.

Chapter 15 isn't a full-blown bankruptcy like Chapter 11.  It
gives the U.S. court an ability to enforce whatever rulings are
made in Canada.  Creditors now must lodge their claims in Canada
and accept whatever distribution the Canadian court decides is
proper.

                     About Combat Sports

Combat Sports Inc. is a Canadian manufacturer of baseball, hockey
and lacrosse sticks.  Secured lender PNC Bank Canada Branch, owed
$3.6 million, began proceedings against the U.S. and Canadian
Combat companies on Feb. 19, 2013, under the Bankruptcy &
Insolvency Act.  BDO was later appointed as receiver.

BDO filed for Combat Sports a Chapter 15 petition (Bankr. W.D.
Wash. Case No. 13-11632) on Feb. 26, 2013, in Seattle, where the
U.S. operations are located.  The receiver disclosed that Combat
Sport has assets of C$13.7 million ($13.4 million) and liabilities
of C$16.4 million in the Chapter 15 petition.


CONQUEST SANTA: Hearing on Cash Use Continued Until March 28
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona continued
until March 28, 2013, at 9:30 a.m., the hearing to consider
Conquest Santa Fe, L.L.C.'s motion for authority to use cash
collateral.

The Court has entered a stipulated third interim order authorizing
use of cash collateral until April 1, 2013.

The Debtor is not authorized to and will not pay any prepetition
wages or other obligations owed to any insiders of the Debtor.

As reported in the Troubled Company Reporter on Jan. 23, 2013, the
Court authorized the Debtor to use cash collateral of LPP
Mortgage, Ltd., to pay ordinary and necessary, postpetition
expenses in the ordinary course of operating its business.  As
adequate protection, LPP is is granted replacement liens in all
property acquired and owned by the Debtor on and after the
Petition Date.

                      About Conquest Santa Fe

Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-24937) in Tucson, Arizona, Nov. 16, 2012,
estimating at least $10 million in assets and liabilities.
Judge Eileen W. Hollowell presides over the case.  Frederick J.
Petersen, Esq., and Lowell E. Rothschild, Esq., at Mesch, Clark &
Rothschild, P.C., serve as counsel to the Debtor.




COREL CORP: Will Have Enough Cash to Pay Off Debt, CEO Says
-----------------------------------------------------------
Shasha Dai at Dow Jones' DBR Small Cap reports that Corel Corp.
expects to generate enough cash flow to pay off its outstanding
senior debt by the time that loan matures in May 2014, said Corel
Chief Executive Tom Berquist.


COSTA BONITA: Plan Exclusivity Extended by 90 Days
--------------------------------------------------
Costa Bonita Beach Resort, Inc., on March 4, 2013, sought and
obtained an order extending for 90 days its deadline to file an
amended plan and disclosure statement.

Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa
Bonita Beach Resort in Culebra, Puerto Rico.  It filed a
bankruptcy petition under Chapter 11 of the Bankruptcy Code for
the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009.
During this case, the Court entered an Opinion and Order finding
that the Debtor satisfied all three (3) prongs of the Single Asset
Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec.
362(d)(3). The Court also entered an Order modifying the automatic
stay to allow creditor DEV, S.E., to continue in state court
proceedings for the removal of the illegal easement and the
restoration of DEV, S.E.'s land to its original condition by the
Debtor.  The first bankruptcy petition was dismissed on May 10,
2011 on the grounds that the Debtor failed to comply with an April
21, 2011 Order and the Debtor's failure to maintain adequate
insurance.  The case was subsequently closed on Oct. 11, 2011.

Costa Bonita Beach Resort filed a second bankruptcy petition
(Bankr. D. P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San
Juan, Puerto Rico.  In the 2012 petition, the Debtor said assets
are worth $15.1 million with debt totaling $14.2 million,
including secured debt of $7.8 million.  The apartments are valued
at $9.6 million while a restaurant and some commercial spaces at
the resort are valued at $3.67 million.  The apartments serve as
collateral for the $7.8 million while the commercial property is
unencumbered.

Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case.
Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case.
The petition was signed by Carlos Escribano Miro, president.


CROSS KEY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Cross Key Investments, Inc.
        1359 NE 127 Street
        Miami, FL 33161

Bankruptcy Case No.: 13-16191

Chapter 11 Petition Date: March 20, 2013

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

Judge: A. Jay Cristol

Debtor's Counsel: Joel M. Aresty, Esq.
                  JOEL M. ARESTY, P.A.
                  13499 Biscayne Boulevard #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.com

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

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

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

The petition was signed by Michel Charlemagne, president.


CROWNROCK LP: S&P Raises CCR to 'B'; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Midland, Texas-based CrownRock LP to 'B' from
'B-'.  The outlook is stable.

At the same time, S&P raised the issue level rating on CrownRock's
senior unsecured debt to 'B' (the same as the corporate credit
rating) from 'B-'.  The recovery rating remains '4', indicating
S&P's expectation of average (30% to 50%) recovery in the event of
a payment default.

"The rating action reflects CrownRock's progress developing its
asset base in the Wolfberry play in the Permian Basin, which we
expect will continue," said Standard & Poor's credit analyst Marc
D. Bromberg.  "We view the Permian favorably since it is weighted
to favorably priced crude oil.  Moreover, we expect that CrownRock
will increase its production to at least 10,000 barrels of oil
equivalent per day (Boe/d) within the next year while maintaining
acceptable credit metrics despite negative free cash flow.  We
consider this level of production to be appropriate for the 'B'
rating category.  We expect that CrownRock will maintain adequate
liquidity to fund the sizeable spending requirements to develop
its reserve base".

The ratings incorporate CrownRock's small oil and gas reserve and
production levels and the inherent capital intensity and earnings
volatility of independent E&P companies.  Other weaknesses include
the company's aggressive capital spending plans, a high percentage
of undeveloped reserves, and reliance on one basin (the Wolfberry
play in the Permian Basin) for its production and cash flows.  The
ratings also reflect its oil-weighted reserve profile and a
competitive cost structure.  S&P considers CrownRock's business
risk profile to be "vulnerable" and its financial risk profile to
be "highly leveraged" given its relatively small size of EBITDA.

The stable outlook incorporates S&P's expectation that it is
unlikely to raise or lower the corporate credit rating over the
next 12 months.  S&P expects that CrownRock will continue to
develop its asset base, with production and costs in line with its
current projections.  S&P also expects that the company will
maintain credit protection measures of about 4x or less and that
liquidity will remain adequate.

A downgrade to 'B-' could occur if the company's debt leverage
breaches 5x, which S&P sees as unlikely over the next year.
However this could occur if CrownRock outspends internal cash
flows more than S&P's current projections and if production is
weaker than its current expectations.  An upgrade, which S&P
consider unlikely over the next 12 months, will require total
proved reserves above 100 MMBoe.


CUMULUS MEDIA: Alexis Glick Replaces Eric Robison as Director
-------------------------------------------------------------
Cumulus Media Inc. reports that on Feb. 12, 2013, Eric P. Robison,
who has served as a member of the board of directors of the
Company since August 1999, announced his retirement from the
Board, effective immediately.

Mr. Robison serves as President and Chief Executive Officer of
lynda.com and retired to focus on his other professional
commitments.  There were no disagreements between the Company and
Mr. Robison, and the Company thanks Mr. Robison for his years of
service.

Also, the Company reports that the Board has appointed Alexis
Glick, age 40, to fill the Board seat previously held by Mr.
Robison.  Ms. Glick was also appointed to serve on the
Compensation Committee of the Board.  Ms. Glick, who has
experience in branding, media and finance, is currently the chief
executive officer of GENYOUth Foundation, a non-profit
organization dedicated to fighting childhood obesity, a position
she has held since February 2011.  Prior thereto, Ms. Glick served
as Vice President of Fox Business News, which she helped launch
and where she anchored various business news programs.  Prior to
joining Fox News in 2006, she was a correspondent and anchor for
both NBC and CNBC.  Earlier in her career Ms. Glick was an
executive at Morgan Stanley, where she headed floor operations at
the New York Stock Exchange.

The Company, and certain of its stockholders, are parties to a
Stockholders' Agreement, dated Sept. 16, 2011, which provides that
the size of the Board will be set at seven members, that certain
stockholders are entitled to designate individuals for nomination
to the Board, and that two positions on the Board are to be filled
by individuals, each of whom must meet applicable independence
criteria and who shall be selected and nominated by the full
Board.  Mr. Robison served as one of those independent directors,
and Ms. Glick, who meets the applicable independence criteria,
will succeed Mr. Robison as one of such independent directors.

Ms. Glick will receive compensation for her service as a member of
the Board that is consistent with the compensatory arrangements
the Company currently has in place with its other non-employee
directors.

                        About Cumulus Media

Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc.
(NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest
operator of radio stations, currently serving 110 metro markets
with more than 525 stations.  In the third quarter of 2011,
Cumulus Media purchased Citadel Broadcasting, adding more than 200
stations and increasing its reach in 7 of the Top 10 US metros.
Cumulus also acquired the Citadel/ABC Radio Network, which serves
4,000+ radio stations and 121 million listeners, in the
transaction

The Company's balance sheet at June 30, 2012, showed $3.91 billion
in total assets, $3.51 billion in total liabilities, $118.23
million in total redeemable preferred stock, and $278.50 million
total stockholders' equity.

Cumulus Media said in its annual report for the year ended
Dec. 31, 2011, that lenders under the 2011 Credit Facilities have
taken security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities.  If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities.  If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting operated radio stations in Missouri
and Texas.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."

As reported by the TCR on Nov. 20, 2012, Moody's Investors Service
affirmed the B1 Corporate Family Rating of Cumulus Media.  The
company's B1 corporate family rating is forward looking and
reflects Moody's expectation that management will continue to
reduce debt balances with free cash flow resulting in net debt-to-
EBITDA ratios of less than 6.0x (including Moody's standard
adjustments, and treating preferred shares as 75% debt) over the
rating horizon, with further improvement thereafter consistent
with management's 4.0x reported leverage target.


DALLAS ROADSTER: U.S. Trustee Wants Dismissal or Conversion
-----------------------------------------------------------
William T. Neary, the United States Trustee for Region 6, has
asked the Court to dismiss the chapter 11 cases of Dallas Roadster
Limited, and IEDA Enterprise, Inc., or convert the cases to
Chapter 7 liquidation.

An April 8 hearing has been set.

The U.S. Trustee said in court papers filed Feb. 21, that the
Debtors' cases are well over a year old.  No plan has been
confirmed and no disclosure statement has been approved.

While the Debtors timely filed a Plan and Disclosure Statement in
August 2012, the U.S. Trustee said "it does not appear that
Debtors are being diligent in their efforts to confirm a Plan.
The Debtors' extensive delay in obtaining approval of a Disclosure
Statement -- and achieving confirmation, indicates that Debtors
are unable to formulate a Plan and that there is no reasonable
likelihood of reorganization.  The cases should be dismissed or
converted."

The U.S. Trustee also pointed out that the Debtors' most recent
monthly operating reports reflect that the Debtors are holding
$160,000 in their DIP account.  The current unpaid administrative
expenses are $300,000.  These ever increasing fees are a
substantial and continuing loss to the estates and further
indicate that there is an absence of a reasonable likelihood of
reorganization.  The Debtors do not have enough funds to pay their
administrative expenses at confirmation.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster, Limited, owns and operates an auto dealership
with locations in both Richardson and Plano, Texas.  IEDA
Enterprises, Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DEMCO INC: Wins Approval of $500,000 Loan From Nat'l Environmental
------------------------------------------------------------------
The Bankruptcy Court in Buffalo, New York, granted Demco Inc., the
authority to enter into a debtor-in-financing note and security
agreement with National Environmental Safety Company Inc.

Pursuant to the Court's March 22-dated Order, the Debtor is
allowed to borrow up to $500,000 from National Environmental, and
grant the DIP lender a first priority lien on all new accounts and
new general intangibles arising from work performed using the DIP
financing, as well as a first priority lien on all personal
property acquired by or earned by the Debtor via purchase or lease
using the proceeds of the DIP financing or using proceeds of all
new contract rights and accounts.

National Environmental has agreed to make an initial advance to
the Debtor, upon approval of the DIP loan, in the amount of
$250,000.

At the March 22 hearing, the Bankruptcy Court also approved
stipulation among the Debtor, the DIP lender, and First Niagara
Bank N.A., which objected to the DIP financing.

Prior to the DIP loan, Demco has been funding the Chapter 11
proceedings from the use of First Niagara's cash collateral.  As
recently as Feb. 27 and March 13, Bankruptcy Judge Michael J.
Kaplan signed off on fifteenth and sixteenth interim orders,
respectively, that allowed Demco continued, albeit short, access
to cash collateral in which First Niagara and Stephen L. Apple and
Apple Rubber Products Inc., have or claim liens or security
interests.

The fifteenth interim order permitted Demco to use cash collateral
through March 15.  The sixteenth interim order extended that date
to March 22.

First Niagara and the Apple entities, under the sixteenth order,
were granted "rollover" replacement liens in Demco's post-
bankruptcy assets.  The sixteenth order also provided that the
Debtor's use of cash collateral will not make use of collateral or
otherwise modify the rights of Chartis Claims, Inc., as agent for
the Debtor's surety companies, in certain accounts receivables
related to contracts previously bonded by the surety companies,
and that Chartis' current rights in its collateral are adequately
protected.

The Debtor said in court papers its current assets are subject to
recorded pre-petition liens and security interests in favor of
First Niagara, and Stephen L. Apple and Apple Rubber Products, and
to subrogation claims of Chartis Claims, as agent for the Surety
Companies.  Upon information and belief, Demco said First Niagara
is partially secured.  Prepetition, Apple subordinated its claims
to those of First Niagara and is believed to be wholly unsecured
at this time.  Upon information and belief, the subrogation claims
of Chartis are greater than the amounts owed to it by the Debtor.

The Court was slated to hold another hearing on the continued use
of cash collateral.  After Demco struck a deal with the DIP
Lender, the Debtor withdrew its bid for continued cash use at the
hearing on March 22.

In its objection, First Niagara said the DIP financing serves no
viable economic purpose.  The bank noted the Debtor's principal
has conceded that Demco is essentially in a "start-up" mode with
no contracts and no field employees, and that the financing
without additional capital is insufficient to enable Demco to
engage in any meaningful business operations.

Although Demco contends the proposed DIP liens will not overlap
with existing liens or "rollover" replacement liens granted to
First Niagara, the bank said the reality is that Demco will
utilize First Niagara's collateral to create the new accounts but
will compensate only the new lender, effectively denying First
Niagara the rights granted in the rollover or replacement liens
previously granted in cash collateral orders.

First Niagara also complains the DIP financing will prejudice its
lien position on all of the Debtor's property.

The Stipulation is intended to appease First Niagara.  The Debtor
agree that, upon approval and funding of the DIP loan, it will pay
to First Niagara $146,250 in cash from the DIP Financing.  Demco
will also continue to incur the payroll and benefits costs
necessary for Demco employees Kevin Callahan and Michael Morin to
continue to provide ongoing assistance to First Niagara for
completion of certain equipment sales and auctions.  Demco
employees will also continue efforts to collect remaining accounts
receivables.

Demco also agreed to continue to incur legal expenses of
Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown LLP
necessary to obtain Court approval of the equipment sales and
auctions.  Demco will also continue to bear the administrative and
legal costs to pursue collection of Demco's claims against Market
Street Properties LLC and the Entergy Environmental Escrow
relating to services Demco provided to Market Street pre-
bankruptcy.

Upon receipt of the $146,250, First Niagara will release its
existing security interests with respect to Demco's general
intangibles, intellectual property rights, office computer
equipment and others.  First Niagara, however, will continue to
hold a security interest in all payment intangibles of Demco
arising prior to March 22, including tax refunds arising from 2012
or prior years, and existing insurance claims arising prior to
March 22.  The bank also agrees to retain a second position
security interest on all accounts receivables generated using the
DIP financing.

Demco has said it substantially scaled back its operations since
the bankruptcy filing and its sources of cash are severely
restricted.  The Debtor currently has made several proposals to
perform work during 2013.  The Debtor also expects to negotiate
additional new contracts in the near future for work to be
performed during 2013 and beyond.  The commencement of New Work
will require that the Debtor incur additional overhead expenses to
hire additional employees, to put in place additional necessary
insurances and to arrange for necessary equipment and vehicles to
be available for use.  The Debtor also has projected that starting
the New Work will require that the Debtor have available to it an
operating line of credit of up to $500,000 for the period
beginning on or about March 13, 2013.  Additional New Work in
excess of current conservative projections could require that the
Debtor seek additional investments or new lending.

The Debtor said it owes First Niagara $8,178,209 as of the
bankruptcy filing date; and Steven L. Apple and Apple Rubber
Products $5,481,579.  Demco also said the outstanding balance due
to Chartis at this time is $8,613,452.

                         About Demco Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts at $10 million to $50 million.  The petition was signed
by Michael J. Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.

First Niagara Bank, the cash collateral lender, is represented by
William F. Savino, Esq., at Damon Morey LLP.


DESERT FORAGES: Case Summary & 4 Unsecured Creditors
----------------------------------------------------
Debtor: Desert Forages, LLC
        170 Country Estates Circle
        Reno, NV 89511

Bankruptcy Case No.: 13-50512

Chapter 11 Petition Date: March 21, 2013

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Stephen R Harris, Esq.
                  HARRIS - PETRONI, LTD
                  417 W Plumb Ln
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  E-mail: steve@renolaw.biz

Scheduled Assets: $2,767,100

Scheduled Liabilities: $1,561,108

A copy of the Company's list of its four largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nvb13-50512.pdf

The petition was signed by Matthew Berry, manager.


DIONNE WARWICK: Singer Files for Bankruptcy
---------------------------------------------
Reuters reported that Grammy Award-winning singer Dionne Warwick
has filed for bankruptcy in New Jersey, citing tax liabilities she
has attributed to financial mismanagement, her publicist said on
Monday.

Warwick, 72, known for "Do You Know the Way to San Jose?" and
other popular songs, filed the petition on March 21 in the U.S.
Bankruptcy Court in New Jersey, the state where she was born and
currently lives, Reuters related.  She listed total assets of
$25,500 and total liabilities of more than $10.7 million, nearly
all tax claims by the Internal Revenue Service and the state of
California, according to the filing.

The personal bankruptcy filing was due to "negligent and gross
financial mismanagement" in the late 1980s through mid-1990s,
Warwick's publicist, Kevin Sasaki, said in a statement, Reuters
cited.

The IRS and California tax claims total more than $10.2 million,
mostly from the 1990s, according to the petition, which listed
Warwick's average monthly income as $20,950 and expenses at
$20,940, the report said.

Sasaki said the actual back taxes owed had already been paid, but
the penalties and interest has continued to accrue, according to
Reuters.

"In light of the magnitude of her tax liabilities, Warwick has
repeatedly attempted to offer re-payment plans and proposals to
the IRS and the California Franchise Tax Board for taxes owed,"
Sasaki said. "These plans were not accepted, resulting in
escalating interest and penalties."

A five-time Grammy winner, Warwick took her first in 1968 for "Do
You Know the Way to San Jose?" and her second two years later for
the album "I'll Never Fall in Love Again."


DIOCESE OF WILMINGTON: Court OKs Dissolution of Settlement Trust
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the dissolution of the trust created to settle the claims of
victims of sexual abuses perpetrated by clergy in the Catholic
Diocese of Wilmington Inc.

In a three-page order, the bankruptcy court also approved the
transfer of the remaining funds in an amount not to exceed $5,000
to the Survivors of Abuse in Recovery charity.

Marla Eskin, the court-appointed trustee, and her lawyers will be
discharged of all further duties except those necessary to
complete the wind-up and dissolution of the trust.  They will
also be relieved of all claims and liabilities that resulted from
the administration of the trust, according to the court order.

The trust was created pursuant to the Catholic Diocese of
Wilmington Inc.'s restructuring plan, which took effect on
September 26, 2011.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  In 2009, the
Delaware diocese became the seventh Roman Catholic diocese to file
for Chapter 11 protection to deal with lawsuits for sexual abuse.
Previous filings were by the dioceses in Spokane, Washington;
Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks,
Alaska; and San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D. Del. Case
No. 09-13560) on Oct. 18, 2009.  Attorneys at Young Conaway
Stargatt & Taylor, LLP, serve as counsel to the Diocese.  The
Ramaekers Group, LLC, is the financial advisor.  The petition says
assets range $50 million to $100 million while debts are between
$100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DIOCESE OF WILMINGTON: Opposes Curry's Bid to Enforce Order
-----------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., asked the U.S.
Bankruptcy Court for the District of Delaware to deny Joseph
Curry's motion to enforce an earlier decision resolving his
objection to the Diocese's Chapter 11 plan.

Mr. Curry asked the court last year to force the Diocese and St.
Dennis Roman Catholic Church to pay $175,000 to his legal
counsel, Joseph W. Benson P.A. and Jacobs & Crumplar P.A., to
satisfy the terms of the court's decision issued in July 2011.

The 2011 order amended the plan so as to carve out Mr. Curry's
judgment from the channeling injunction, and confirmed his claim
against St. Dennis would be treated as a Class 3A Claim under the
plan, payable from a settlement trust.

Patrick Jackson, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, said there is no basis under the 2011 order
to require the diocese to pay any portion of Mr. Curry's judgment
against St. Dennis.

"Mr. Curry's attempt to recover from CDOW is expressly prohibited
by the plan's discharge injunction," Mr. Jackson said, adding
that the injunction "was not affected" by the 2011 order.

The request also drew flak from St. Dennis Roman Catholic Church.

"St. Dennis objects to Mr. Curry's motion solely on the ground
that the actual amount of the expenses for Mr. Curry's case is
the pertinent number for purposes of calculating the shortfall
amount due from St. Dennis," said Mark Reardon, Esq., at Eckert
Seamans Cherin & Mellott LLC, in Wilmington, Delaware.

Mr. Reardon asked the bankruptcy court to direct Mr. Curry's
counsel to provide an accounting to the court and St. Dennis of
the alleged shortfall, and to enter an order fixing the proper
amount of the shortfall.

                          Curry Responds

In a court filing, Mr. Curry said he does not deny that the
bankruptcy orders would stop any collection action against the
diocese for its actions prior to its discharge.  He pointed out,
however, that since the diocese totally controls the St. Dennis
parish, its refusal to insist that the parish pays its just debts
is improper.

Mr. Curry also said the objection from St. Dennis is based on a
misreading of the 2011 order.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  In 2009, the
Delaware diocese became the seventh Roman Catholic diocese to file
for Chapter 11 protection to deal with lawsuits for sexual abuse.
Previous filings were by the dioceses in Spokane, Washington;
Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks,
Alaska; and San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D. Del. Case
No. 09-13560) on Oct. 18, 2009.  Attorneys at Young Conaway
Stargatt & Taylor, LLP, serve as counsel to the Diocese.  The
Ramaekers Group, LLC, is the financial advisor.  The petition says
assets range $50 million to $100 million while debts are between
$100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DOLLAR GENERAL: S&P Puts 'BB+' Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'BB+' issue-level
rating on Dollar General Corp.'s existing senior unsecured notes
on CreditWatch with positive implications based on the pending
release of collateral as a result of the secured debt refinancing.

Dollar General intends to use the aggregate proceeds of about
$2.3 billion from the issuance of unsecured term loans and notes
(exact amounts to be determined) to refinance its existing secured
term loans and borrowings under its revolving credit facility.
Upon the completion of the refinancing, S&P will withdraw the
ratings on the existing $1.084 billion term loan B due 2014,
$879.7 million term loan C due 2017, and the $1.2 billion asset-
based revolver.

S&P has affirmed all other existing ratings on Dollar General,
including S&P's 'BBB-' corporate credit rating.  The outlook is
stable.

"The ratings on Goodlettsville Tenn.-based Dollar General Corp.
reflect Standard & Poor's Ratings Services' expectation that this
leading dollar store chain will maintain credit protection
measures in line with its 'intermediate' financial risk profile,
and that its strong market position will continue to support its
'satisfactory' business risk profile," said Standard & Poor's
credit analyst Ana Lai.

The stable outlook on Dollar General reflects S&P's view that
Dollar General will maintain its positive operating momentum,
though at a more moderate pace.  S&P expects revenue growth to
moderate in the mid to high-single-digit range and margins
expanding modestly because of positive sales leverage.  Despite
strong sales growth, margin gains will be tempered by cost
increases to support a rapid store expansion program.  S&P
believes there is little improvement in Dollar General's credit
protection measures as S&P expects EBITDA growth to be largely
offset by its growing lease obligations from its rapid store
expansion.  S&P expects Dollar General to use the bulk of its free
cash flow to fund share repurchases rather than debt reduction.
In S&P's view, the company will manage its share repurchase
activity to maintain debt leverage target of below 3.0x.

Although unlikely in the next year, S&P would consider lowering
the rating if performance falls significantly below its
expectations due to competitive pressure, poor execution, or an
over-expansion of its stores.  Under this scenario, new store
productivity would decline and same-store sales would turn
negative, resulting in revenue declining in the low-single digits
and gross margins falling by more than 50 basis points (bps).  At
that time, leverage would approach the mid-3x area.  Moreover,
debt-financed share repurchases that cause debt leverage to weaken
to above 3x could lead to a downgrade.

S&P would consider an upgrade if performance exceeds its
expectations, with the company sustaining leverage in the low-2x
area and funds from operations to total debt above 40% over the
intermediate term.  Under this scenario, revenues would be in the
low-teen area and gross margin would expand by 150 bps.


DTF CORPORATION: Jordan Estate Proposes Alternative Plan
--------------------------------------------------------
The Estate of Michael H. Jordan filed an alternative plan of
reorganization to the plan of reorganization filed by DTF
Corporation, a/k/a International Hospital Corporation.

The Debtor proposed a Plan that depends entirely on the
consummation of a recapitalization transaction involving its
parents and its corporation group.  The Jordan Estate Plan,
according to court papers, was filed to provide a resolution to
the Debtor's bankruptcy case even if the proposed recapitalization
transaction does not close.

Under the Jordan Estate Plan, if the refinancing transactions
close and fund as expected, the Parent Company will use a portion
of the proceeds of those transactions to fund the Jordan Estate
Plan in an amount sufficient to pay all Allowed Claims in full,
including the claims filed by Minerva Partners, Ltd.; Walter
O'Cheskey, as Trustee of the AHF Liquidating Trust (?O'Cheskey?);
the Jordan Estate; ViewPoint Bank, NA; Plains Capital Bank, BOKF,
N.A. d/b/a Bank of Texas, NA; and all creditors holding Allowed
Priority Claims.

In the event that the Jordan Estate Plan is not consummated
through funding, then the Jordan Estate Plan will be consummated
by implementation of the Liquidation Alternative.  Under the
Liquidation Alternative, the existing equity in the Debtor will be
cancelled.  The Jordan Estate Plan Liquidation Alternative will
not affect rights, if any, of creditors as to International
Hospital Management Company, who is obligated on certain of the
Debtor's obligations.  However, to the extent those creditors
receive payments from the Estate, the Estate will be subrogated to
related claims against IHMC.  Others claims will be satisfied by a
sale of the assets of Privado.

A hearing on the approval of the Disclosure statement was held on
March 25, 2013.

A full-text copy of the Disclosure Statement dated Nov. 30, 2012,
is available at http://bankrupt.com/misc/DTFds1130.pdf

DTF Corporation, f/k/a International Hospital Corporation, filed
for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-37362) on
Nov. 21, 2011.  In its schedules, the Debtor disclosed $28,692,980
in assets and $38,947,695 in liabilities.  The petition was signed
by Gary B. Wood, CEO and director.  Judge Stacey G. Jernigan
presides the case.  John P. Lewis, Jr., Esq., at the Law Office of
John P. Lewis, Jr., in Dallas, represents the Debtor as counsel.


E-DEBIT GLOBAL: In the Process of Filing Annual Report
------------------------------------------------------
E-Debit Global Corporation sent a letter to the Company's
shareholders on March 18, 2013, stating the following:

"Over the past several years we have outlined our efforts to find
and develop long term profitable strategies utilizing the
foundation of our financial processing transaction business
operations.  This has been our major focus while continuing to
maintain and maximize the financial returns of our historic
revenue stream, our Canadian based ATM network.

"We are currently in the process of filing our 10K (Annual
financials) with both our US and Canadian audit teams currently
performing their audit functions for fiscal year 2012.  Last
years' experience as a small cap company listed on the QBX: BB
continued to be challenging to both our Company and our
shareholders.  As a US publicly listed corporation holding
Canadian subsidiaries whose "mind and control" has for the past 12
years and continues to reside in Calgary, Alberta, Canada we again
faced Canadian regulatory jurisdictional issues and our
shareholders continued to experience the futility of having
Canadian brokerage companies accept their stock into brokerage
accounts."

"In the past four years we have focused a great deal of our
efforts to develop and finance "our Switch," which the Board and
management believe is the backbone of E-Debits future.  In
furtherance of this belief, the Company has spent in excess of
$1,320,000 from the revenues of the company or investments from
our shareholders, officers & directors and other lenders to
develop what we believe is one of the best financial processing
infrastructures in the industry.  The sale of portions of our ATM
estate and the financial support of insiders and associates has
allowed us to continue the development of the Switch, but it will
take added investment to move forward with our plan of action
which must encompass all our opportunities.

"The Company has tried to give a common language review of where
we are currently at which should be read in companionship with our
Annual Filing which will be released in the very near future."

A full-text copy of the letter is available for free at:

                          http://is.gd/SfM2lf

                   About E-Debit Global Corporation

E-Debit Global Corporation (WSHE) is a financial holding company
in Canada at the forefront of debit, credit and online computer
banking.  Currently, the Company has established a strong presence
in the privately owned Canadian banking sector including Automated
Banking Machines (ABM), Point of Sale Machines (POS), Online
Computer Banking (OCB) and E-Commerce Transaction security and
payment.  E-Debit maintains and services a national ABM network
across Canada and is a full participating member of the Canadian
INTERAC Banking System.

Following the 2011 results, Schumacher & Associates, Inc., in
Littleton, Colorado, noted that the Company has incurred net
losses for the years ended Dec. 31, 2011, and 2010, and had a
working capital deficit and a stockholders' deficit at Dec. 31,
2011, and 2010, which raise substantial doubt about its ability to
continue as a going concern.

The Company reported a net loss of $1.09 million in 2011, compared
with a net loss of $1.15 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $1.82 million in total assets,
$3.52 million in total liabilities, and a $1.70 million total
stockholders' deficit.


EASTERN OREGON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Eastern Oregon Properties, LLC
        885 W Punkin Center Rd
        Hermiston, OR 97838

Bankruptcy Case No.: 13-31614

Chapter 11 Petition Date: March 21, 2013

Court: United States Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Joseph A Field, Esq.
                  FIELD JERGER LLP
                  621 SW Morrison St #1225
                  Portland, OR 97205
                  Tel: (503) 228-9115
                  E-mail: joe@fieldjerger.com

Scheduled Assets: $1,600,000

Scheduled Liabilities: $1,197,000

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

The petition was signed by Marianne Brown, member.


ECOSPHERE TECHNOLOGIES: Delays Form 10-K for 2012
-------------------------------------------------
Ecosphere Technologies, Inc., notified the U.S. Securities and
Exchange Commission that it will be delayed in filing its annual
report on Form 10-K for the year ended Dec. 31, 2012.

Ecosphere is currently engaged in attempting to complete a number
of transactions which will, if consummated, have a material effect
on its business, financial condition and future results of
operations.  These transactions include receipt of payment from
Hydrozonix, LLC, for Units 13 - 14 and down payment from
Hydrozonix for Units 15 - 16 (due March 31st subject to a 15 day
cure provision), receipt of $2,650,000 from institutional lenders
as previously announced if the Company is able to meet a milestone
by the extended date of March 30, 2013, and satisfaction of the
milestone.  The Company prefers to disclose the results in its
Form 10-K rather than file an amendment.

The Company had increased revenues of $31,132,298 for the year
ended 2012 compared to $21,088,159 for the year ended 2011.  It
also had a net income of $1,165,210 for the year ended 2012
compared to a net loss of $5,340,242 for the year ended 2011.

                   About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering, technology licensing and environmental services
company that designs, develops and manufactures wastewater
treatment solutions for industrial markets.  Ecosphere, through
its majority-owned subsidiary Ecosphere Energy Services, LLC
("EES"), provides energy exploration companies with an onsite,
chemical free method to kill bacteria and reduce scaling during
fracturing and flowback operations.

The Company reported a net loss of $5.86 million in 2011,
following a net loss of $22.66 million in 2010, and a net loss of
$19.05 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$11.70 million in total assets, $4.41 million in total
liabilities, $4.05 million in total redeemable convertible
cumulative preferred stock, and $3.22 million in total equity.


ELBIT IMAGING: Brightman Almagor Raises Going Concern Doubt
-----------------------------------------------------------
Elbit Imaging Ltd. filed with the U.S. Securities and Exchange
Commission on March 21, 2013, its annual consolidated financial
statements for the year ended Dec. 31, 2012.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.

"These matters raise substantial doubt about the Company's ability
to continue as a going concern."

The Company reported a net loss of NIS 455.5 million on
NIS 734.3 million of total revenues and gains in 2012, compared
with a net loss of NIS 247.0 million on NIS 586.9 million of total
revenues and gains in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
NIS 7.094 billion in total assets, NIS 5.673 billion in total
liabilities, and shareholders' equity of NIS 1.421 billion.

A copy of the Company's 2012 consolidated financial statements is
available at http://is.gd/IXJynC

A copy of the Company;s Operating and Financial Review and
Prospects for 2012 is available at http://is.gd/wDF804

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies. The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.


ENERGYSOLUTIONS INC: Incurs $10.8-Mil. Net Loss in 4th Quarter
--------------------------------------------------------------
EnergySolutions, Inc., reported a net loss of $10.86 million on
$480.03 million of revenue for the quarter ended Dec. 31, 2012, as
compared with a net loss of $202.25 million on $468.54 million of
revenue for the same period during the prior year.

For the 12 months ended Dec. 31, 2012, the Company reported net
income of $3.92 million on $1.80 billion of revenue, as compared
with a net loss of $193.64 million on $1.81 billion of revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.65 billion
in total assets, $2.35 billion in total liabilities and $300.91
million in total stockholders' equity.

A copy of the press release is available for free at:

                        http://is.gd/OOsgmF

                       About EnergySolutions

Salt Lake City, Utah-based EnergySolutions offers customers a full
range of integrated services and solutions, including nuclear
operations, characterization, decommissioning, decontamination,
site closure, transportation, nuclear materials management, the
safe, secure disposition of nuclear waste, and research and
engineering services across the fuel cycle.

                           *     *     *

As reported in the Jan. 9, 2013 edition of the TCR, Standard &
Poor's Ratings Services placed its ratings, including its 'B'
corporate credit rating, on EnergySolutions on CreditWatch with
developing implications.

"The CreditWatch placement follows EnergySolutions' announcement
that it has entered into a definitive agreement to be acquired by
a subsidiary of Energy Capital Partners II," said Standard &
Poor's credit analyst Jim Siahaan.

EnergySolutions is permitted to engage in discussions with other
suitors, which may include other financial sponsors or strategic
buyers.


ENERGY FUTURE: Incurs $1.95 Billion Net Loss in Fourth Quarter
--------------------------------------------------------------
Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $3.36 billion on $5.63 billion of operating revenues
for 2012.  The Company incurred a net loss of $1.91 billion on
$7.04 billion of operating revenues for 2011, as compared with a
net loss of $2.81 billion on $8.23 billion of operating revenues
for 2010.

For the fourth quarter 2012, EFH reported a consolidated net loss
of $1.95 billion compared with a reported consolidated net loss of
$136 million for the fourth quarter 2011.  The fourth quarter 2012
net loss included a noncash goodwill impairment charge of $1.20
billion; a $183 million charge related to pension plan actions;
$152 million in unrealized commodity-related mark-to-market net
losses largely related to positions in EFH's natural gas hedging
program; a $31 million effect of Oncor's charge to settle its
management incentive pay plan; and a $23 million impairment charge
to writedown remaining equipment from cancelled generation
projects.

The Company's balance sheet at Dec. 31, 2012, showed $40.97
billion in total assets, $51.89 billion in total liabilities and a
$10.92 billion total deficit.

At Jan. 31, 2013, restricted cash totaled $947 million after
reduction for a $115 million letter of credit drawn in 2009
related to an office building financing.  The restricted cash
supports letters of credit, of which $774 million are outstanding,
leaving $173 million available.

"In a year challenged by persistently low wholesale power prices,
our company achieved solid operational and financial performance,"
said John Young, chief executive officer of EFH.  "We delivered
safe and reliable generation and improved customer retention rates
and satisfaction.  We will remain focused on our core principles,
including safety, customer focus, operational excellence, and
financial discipline, in 2013."

                         Bankruptcy Warning

Under the TCEH Senior Secured Facilities, Texas Competitive
Electric Holdings Company LLC, a direct, wholly-owned subsidiary
of EFCH, is required to maintain a consolidated secured debt to
consolidated EBITDA ratio below specified levels.  TCEH's ability
to maintain the consolidated secured debt to consolidated EBITDA
ratio below those levels can be affected by events beyond its
control, including, without limitation, wholesale electricity
prices and environmental regulations, and there can be no
assurance that TCEH will comply with this ratio.

At Dec. 31, 2012, TCEH's consolidated secured debt to consolidated
EBITDA ratio was 5.9 to 1.00, which compares to the maximum
consolidated secured debt to consolidated EBITDA ratio of 8.00 to
1.00 currently permitted under the TCEH Senior Secured Facilities.
The secured debt portion of the ratio excludes:

   (a) up to $1.5 billion of debt ($906 million excluded at
       Dec. 31, 2012) secured by a first-priority lien (including
       the TCEH Senior Secured Notes) if the proceeds of such debt
       are used to repay term loans or deposit letter of credit
       loans under the TCEH Senior Secured Facilities; and

   (b) debt secured by a lien ranking junior to the TCEH Senior
       Secured Facilities, including the TCEH Senior Secured
       Second Lien Notes.

In addition, under the TCEH Senior Secured Facilities, TCEH is
required to timely deliver to the lenders audited annual financial
statements that are not qualified as to the status of TCEH and its
consolidated subsidiaries as a going concern.

"A breach of any of these covenants or restrictions could result
in an event of default under one or more of our debt agreements at
different entities within our capital structure, including as a
result of cross acceleration or default provisions.  Upon the
occurrence of an event of default under one of these debt
agreements, our lenders or noteholders could elect to declare all
amounts outstanding under that debt agreement to be immediately
due and payable and/or terminate all commitments to extend further
credit.  Such actions by those lenders or noteholders could cause
cross defaults or accelerations under our other debt.  If we were
unable to repay those amounts, the lenders or noteholders could
proceed against any collateral granted to them to secure such
debt.  In the case of a default under debt that is guaranteed,
holders of such debt could also seek to enforce the guarantees.
If lenders or noteholders accelerate the repayment of all
borrowings, we would likely not have sufficient assets and funds
to repay those borrowings.  Such occurrence could result in EFH
Corp. and/or its applicable subsidiary going into bankruptcy,
liquidation or insolvency."

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

                        http://is.gd/1kiHZ7

The Company distributed a supplemental presentation entitled "EFH
Corp. Q4 2012 Investor Call", a copy of which is available for
free at http://is.gd/BGZGug

                        About Energy Future

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

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

                           *     *     *

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.

In the Feb. 1, 2013, edition of the TCR, Fitch Ratings has lowered
the Issuer Default Ratings (IDR) of Energy Future Holdings Corp
(EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to
'Restricted Default' (RD) from 'CCC' on the conclusion of the debt
exchange and removed the Rating Watch Negative.

As reported by the TCR on Feb. 4, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit ratings on EFH, EFIH,
TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC'
from 'D' following the completion of several debt exchanges, each
of which S&P considers distressed.


ENTERTAINMENT PUBLICATIONS: Ch. 7 Trustee OK'd to Run Co.
---------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Monday authorized the Chapter 7 trustee
overseeing private equity-owned Entertainment Publications LLC to
manage the coupon-book publisher as a going concern, allowing him
prepare the 50-year-old company for a stalking horse sale rather
than a liquidation.

The report related that Trustee Charles M. Forman, who requested
temporary permission to operate the shuttered publisher last week
after receiving an $11.8 million offer, told the court it was
imperative to act quickly in order to preserve the company's
value.

               About Entertainment Publications

Troy-Michigan based Entertainment Publications LLC, a producer of
discount and promotion products, filed for Chapter 7 liquidation
on March 12 in Delaware (Case No. 13-10496).

The company was founded in 1962 by Hughes and Sheila Potiker as
Sports Unlimited, selling 8,000 coupon books in the Detroit area.
The company was acquired in 2008 by an affiliate of MHE Private
Equity Fund LLC, which said at the time that the sale and
accompanying tax benefit to seller IAC/InterActive Corp. was
valued at about $135 million.

The petition described the assets as worth less than $50 million
with debt totaling more than $50 million.

Christopher Ward, Esq., vice chairman of the bankruptcy and
financial restructuring practice group at the Kansas City, Mo.-
based law firm Polsinelli Shughart, represents the company.

In March 2011, the company rebranded itself as Entertainment
Promotions LLC, which has been its d.b.a. since then.

The bankruptcy appears to be fallout between Menard and his
longtime friend and former business partner in MH Equity Partners,
Steve Hilbert. Hilbert was removed from control of the private
equity fund.  Menard wanted Hilbert out because MH Private
Equity's investments have lost 70 percent of their value,
according to a lawsuit filed in November 2012 in Wisconsin by
Merchant Capital and Menard Inc.  MH Private Equity spent $495
million to buy or invest in eight companies, including
Entertainment Publications. Those investments have lost
$344 million of their value since the fund was founded in 2005.


EPICEPT CORP: Immune Has Until April 15 to File Financials
----------------------------------------------------------
EpiCept Corporation, EpiCept Israel Ltd. and Immune
Pharmaceuticals Ltd. executed an amendment to the Merger Agreement
and Plan of Reorganization that they signed on Nov. 7, 2012.  The
amendment allows Immune additional time to provide its audited
financial statements, which are now required by April 15, 2013.
The amendment also (i) adjusts the maximum amount of EpiCept's
Specified Liabilities at the closing of the merger from $9 million
to $10 million and (ii) removes the adjustment to the number of
EpiCept shares issuable upon conversion of Immune shares at the
closing based on the amount of EpiCept's Specified Liabilities at
the closing.

A copy of the Amended Merger Agreement is available at:

                         http://is.gd/b1YbXx

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company incurred a loss attributable to common stockholders of
$6.12 million on $7.80 million of total revenue for the year ended
Dec. 31, 2012, as compared with a loss attributable to common
stockholders of $15.65 million on $944,000 of total revenue during
the prior year.  The Company's balance sheet at Dec. 31, 2012,
showed $1.32 million in total assets, $15.29 million in total
liabilities and a $13.96 million total stockholders' deficit.

Deloitte & Touche LLP, in Parsippany, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and stockholders' deficit which raise substantial doubt
about the Company's ability to continue as a going concern.


FAIRFIELD SENTRY: Noel's Settlement with Investors Is Approved
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Walter Noel and other individuals associated with
Fairfield Greenwich Group were told by a federal district judge at
a March 22 hearing that he will approve a settlement where they
will pay more than $50 million to investors in the funds they
managed.  The Fairfield Greenwich funds were among the largest
feeder funds for the Bernard L. Madoff Investment Securities Inc.
Ponzi scheme.  The judge opened the door to settlement approval
when he wrote an opinion last week refusing to allow the Madoff
trustee to stop the settlement.

                      About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of US$3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Mr. Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds
invested about US$4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


FIRST DATA: Incurs $700.9 Million Net Loss in 2012
--------------------------------------------------
First Data Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to the Company of $700.9 million on $10.68 billion of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss attributable to the Company of $516.1 million on $10.71
billion of revenues in 2011.  The Company incurred a $1.02 billion
net loss attributable to the Company in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $37.89
billion in total assets, $35.20 billion in total liabilities,
$67.4 million in redeemable noncontrolling interest, and $2.62
billion in total equity.

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

                        http://is.gd/RqJq5O

                          About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FIRST PLACE: Bankruptcy Case Converted to Chapter 7
---------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
First Place Financial's motion to convert its Chapter 11
reorganization case to a liquidation under Chapter 7.

The Company explains, "Given that all of the Debtor's primary
creditors received direct payment in satisfaction of their claims,
pursuant to the terms of the Amended [Asset Purchase Agreement],
and the Debtor has no funds to distribute under a chapter 11 plan,
the Debtor determined that it would be in the best interest of all
creditors and stakeholders to convert this case to a proceeding
under chapter 7 of the Bankruptcy Code," the BData report related,
citing court documents.

                        About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place bank
subsidiary isn't in bankruptcy.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to
Talmer Bancorp, Inc., absent higher and better offers.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel, and FTI Consulting, Inc., as financial advisor.
Donlin, Recano & Company, Inc. -- http://www.donlinrecano.com/--
is the claims and notice agent.

The Official Committee of Trust Preferred Securities tapped to
retain Kirkland & Ellis as counsel; Klehr Harrison Harvey
Branzburg as co-counsel; Holdco Advisors as financial advisor; and
Rothschild as investment banker and financial advisor.


FLEET CAPITAL: Fitch Affirms Ratings at 'BB'
--------------------------------------------
Fitch Ratings has affirmed the ratings of Fleet Capital Trust V at
'BB' based on a press release that affirmed the ratings of the
ultimate parent, Bank of America (BAC), on Oct. 10, 2012. Due to a
technical reason, Fleet Capital Trust V's ratings were left off
the original press release.

Fitch affirms the following:
-- Fleet Capital Trust V at 'BB'


FRIENDSHIP DAIRIES: AgStar Wants 2nd Exclusivity Extension Denied
-----------------------------------------------------------------
AgStar Financial Service, FLCA, the duly appointed and acting loan
servicer and power of attorney for McFinney Agrifinance, LLC by
and through its attorneys, John O'Brien and Snell & Wilmer L.L.P.,
asks that the Bankruptcy Court deny Friendship Dairies' second
motion to extend exclusivity periods so that the case can promptly
convert to a Chapter 7.

Agstar explains that the Debtor has failed to deliver on its
promise to file a plan by Jan. 31, and the report of special dairy
business consultants indicated that the Debtor will run out of
cash before completing a plan.

The Debtor is requesting that the Court extend its exclusive
period to file a proposed Chapter 11 plan until April 30, 2013.
The Debtor explained that it needed time to review the final
report of Emerald Agriculture and Raymond Hunter, Ph.D., as
special dairy business consultants, which was released on Jan. 11.

According to the Debtor the final report will allow it to better
prepare a plan of reorganization.  In particular, Dr. Hunter's
report will be instrumental in fashioning Debtor's pro forma,
assessing current business operations, presenting the feasibility
of Debtor's plan, and assessing and presenting any changes in
Debtor's current business operations.

                     About Friendship Dairies

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

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

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

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


FUEL DOCTOR: Chief Executive Officer Resigns
--------------------------------------------
Mark Soffa, chief executive officer of Fuel Doctor Holdings, Inc.,
resigned from his positions as an officer and director of the
Company, effective March 19, 2013.

Mr. Soffa's resignation was not due to any disagreements with the
Company on any matter relating to the Company's operations,
policies or practices.

Default Under Security Agreement

Fuel Doctor is in default of the security agreement it entered
into with Nationwide Automated Systems, Inc.  The Company has been
presented with a Notice of Proposal to Accept Collateral from
Nationwide in full satisfaction of the Company's obligations.  The
Company has received the consent from the Company's other secured
creditor, Bibby Financial Services (CA), Inc., to consummate the
Proposal.  On March 18, 2013, the Board of Directors authorized
the Company to accept the Proposal from Nationwide and directed
the Company to agree to the Proposal.

Suspends Filing of Reports with SEC

In light of its inability to raise additional capital, the Board
of Directors of Fuel Doctor resolved in a board resolution dated
Feb. 22, 2013, that on or around March 18 the Company will file a
Form 15 with the United States Securities and Exchange Commission
to voluntarily terminate its reporting obligations under the
Securities Exchange Act of 1934.  Although the Company is
classified as a voluntary filer with the SEC, it has deemed that
it is in the best interest of the Company to file the Form 15 for
public disclosure.

The Form 15 will become effective 90 days after filing if there
are no objections from the SEC or such shorter period as the SEC
may determine.  The Company's SEC reporting obligations, including
the obligations to file annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K, will be
immediately suspended upon the filing of the Form 15, unless the
SEC denies the effectiveness of Form 15, in which case the Company
is required to file all the reports within 60 days of such denial.

The Company expects that, as a result of the Form 15 filing, its
common stock will be removed from trading on the OTCQB.  Shares
are anticipated being available for trading on the OTC Pink
Sheets, although there can no assurances that any trading market
for the Company's securities will exist after the Company has
filed the Form 15, and the liquidity of such trading market may be
very limited.

                          About Fuel Doctor

Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the
exclusive distributor for the United States and Canada of a fuel
efficiency booster (the FD-47), which plugs into the lighter
socket/power port of a vehicle and increases the vehicle's miles
per gallon through the power conditioning of the vehicle's
electrical systems.  The Company has also developed, and plans on
continuing to develop, certain related products.

Fuel Doctor reported a net loss of $2.69 million in 2011,
compared with a net loss of $2.48 million in 2010.

Rose, Synder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the period ended Dec. 31, 2011.  The independent auditors
noted that the Company has sustained recurring operating losses,
continues to consume cash in operating activities, and has an
accumulated deficit at Dec, 31, 2011, which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company's balance sheet at Sept. 30, 2012, showed $1.37
million in total assets, $1.61 million in total liabilities and a
$240,899 total shareholders' deficit.


FULLER BRUSH: Plan Confirmation Hearing Set for April 9
-------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York has approved the disclosure statement
explaining The Fuller Brush Company, Inc., et al.'s Plan of
Reorganization and scheduled a hearing to consider confirmation of
the Plan on April 9, 2013 at 2:00 p.m.  Objections to the Plan
confirmation are due no later than March 28.

Under the Plan, Class 2 (Victory Park Secured Claim) is impaired
and entitled to vote on the Plan.  The Victory Park Secured Claim,
estimated to total $15.5 million, will recover 94% of the allowed
amount.  Class 3 (General Unsecured Claims) are also impaired and
entitled to vote on the Plan.  General Unsecured Claims, estimated
to total $16 million, will recover 1%-10% of the allowed claim
amount.  Class 4 (Subordinated Claims) and Class 5 (Equity
Interests) will receive no distributions under the Plan and are
therefore deemed to have rejected the Plan.  Class 1 (Priority
Non-Tax Claims) is unimpaired and conclusively deemed to have
accepted the Plan.

To be counted, ballots for accepting or rejecting the Plan must be
received on or before March 28.

A full-text copy of the Disclosure Statement dated Feb. 19, 2013,
is available for free at:

         http://bankrupt.com/misc/THEFULLERds0219.pdf

                      About The Fuller Brush

The Fuller Brush Company -- http://www.fuller.com/-- sells
branded and private label products for personal care, commercial
and household cleaning and has a current catalog of 2,000 cleaning
products.  Some of Fuller's retail partners include Home Trends,
Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.

Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012.  Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners.  Fuller, which has 180 employees as
of the Chapter 11 filing, disclosed $22.9 million in assets and
$50.9 million in debt.  Fuller said it will be business as usual
while undergoing Chapter 11 restructuring.  But it said that while
in reorganization, it intends to trim about half of the current
catalog of cleaning products.

Herrick Feinstein LP serves as the Debtors' bankruptcy counsel.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.

The reorganization is being financed with a $5 million loan from
an affiliate of Victory Park Capital Advisors LLC, the secured
lender owed $22.7 million.

In October 2012, Innovative Livestock Services Inc. purchased
Fuller Brush's non-consumer business for $12 million cash.
Victory Park exchanged $5 million in secured debt for the Debtors'
consumer business.


GATEHOUSE MEDIA: Considering Prepackaged Chapter 11 Filing
----------------------------------------------------------
Emily Glazer and Mike Spector at Daily Bankruptcy Review report
that GateHouse Media Inc., the struggling local newspaper chain
owned by Fortress Investment Group LLC, is weighing a streamlined
bankruptcy-protection filing to tackle more than $1 billion in
debt coming due next year while it tries to negotiate a far-
reaching deal with creditors, said people close to company.

Maria Chutchian of BankruptcyLaw360 reported that Fortress
Investment Group LLC-owned newspaper company GateHouse Media Inc.
has entered talks with attorneys at Cleary Gottlieb Steen &
Hamilton LLP in an effort to restructure $1.2 billion in debt and
avoid bankruptcy, according to a Monday news report.

The Fairport, N.Y.-based company is asking creditors to either
forgive their debt in exchange for some ownership in a reorganized
company, or accept payments of 33 cents for every dollar they are
owed, according to the Wall Street Journal, the report related.

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.


GLOBAL ARENA: Selling Interest in Global Arena Trading for $500
---------------------------------------------------------------
Global Arena Holding, Inc., and Courtney Smith signed a purchase
agreement on March 7, 2013.  Global Arena Holding is selling 100%
of the 100 member interests in Global Arena Trading Advisors LLC
at $5.00 per member interest, for a total of $500.

A copy of the Purchase Agreement is available for free at:

                        http://is.gd/zIbT97

                         About Global Arena

New York, N.Y.-based Global Arena Holding, Inc., formerly Global
Arena Holding Subsidiary Corp., was formed in February 2009, in
the state of Delaware.  The Company is a financial services firm
that services the financial community through its subsidiaries as
follows:

Global Arena Investment Management LLC provides investment
advisory services to its clients.  GAIM is registered with the
Securities and Exchange Commission as an investment advisor and
clears all of its business through Fidelity Advisors, its
correspondent broker.  Global Arena Commodities Corp. provides
commodities brokerage services and earns commissions.  Global
Arena Trading Advisors, LLC provides futures advisory services and
earns fees.  GATA is registered with the National Futures
Association (NFA) as a commodities trading advisor.  Lillybell
Entertainment, LLC provides finance services to the entertainment
industry.

Wei, Wei & Co., LLP, in New York, N.Y., expressed substantial
doubt about Global Arena'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 since inception, experiences a
deficiency of cash flow from operations and has a stockholders
deficiency.

The Company's balance sheet at Sept. 30, 2012, showed $1.09
million in total assets, $2.35 million in total liabilities and a
$1.26 million total stockholders' deficiency.


GOLDEN GUERNSEY: Wisconsin Milk Plant Goes Up for Auction May 14
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that competing bids for the Wisconsin milk-processing
plant owned by Golden Guernsey LLC must be submitted by May 4,
under procedures adopted on March 22 by the U.S. Bankruptcy Court
in Delaware.

According to the report, the liquidating trustee already has a
contract for $5.5 million.  If there are higher bids, the auction
will occur May 14, followed by a sale-approval hearing on June 10.

The prospective buyer already under contract is LEL Operating Co.
The trustee said the purchase price will be enough to pay off
secured debt. At the outset of bankruptcy, the lender claimed to
be owed almost $7.9 million.

                      About Golden Guernsey

Waukesha, Wisconsin-based milk processor Golden Guernsey, LLC,
filed for Chapter 7 bankruptcy (Bankr. D. Del. Case No. 13-10044)
on Jan. 8, 2013, following the Jan. 5 closing of its facility.

OpenGate Capital, LLC, a private investment and acquisition firm,
acquired Golden Guernsey in September 2011 from Dean Foods after
the United States Department of Justice required Dean Foods to
sell the business to resolve antitrust concerns that Dean Foods'
share of the school milk supply business was too large.

The Chapter 7 petition stated that assets and debt both exceed
$10 million.

Charles Stanziale was appointed Chapter 7 trustee.


GRAPHIC PACKAGING: Moody's Rates New $425MM Sr. Unsec. Notes Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Graphic
Packaging International Inc.'s proposed $425 million senior
unsecured notes due 2021. At the same time, Moody's affirmed all
existing ratings, including Ba2 corporate family rating,
probability of default rating of Ba2-PD, and Ba1 ratings on the
company's secured debt.

The net proceeds of this offering, together with cash on hand, are
expected to be used to refinance, through a redemption on June 15,
2013, all $425 million aggregate principal amount of the company's
9.50% senior notes due 2017 and to pay the related fees and
expenses. In the interim, Moody's expects the company to use the
funds to temporarily repay borrowings outstanding under its
revolving credit facility. The transaction is expected to be
leverage neutral. The rating outlook is stable.

Ratings Rationale:

Graphic Packaging's Ba2 corporate family rating reflects Moody's
expectation of a reduction in adjusted leverage to approximately
3.5x over the next eighteen months, and continued steady operating
performance supported by providing packaging to the relatively
stable food and beverage segment. The rating is also supported by
the company's relatively low cost vertically integrated asset base
and the company's leading industry position in the North American
folding cartons packaging industry. The rating is constrained by
the company's exposure to volatile fiber and energy costs and the
expectation of continued acquisitions.

The stable outlook reflects Moody's expectation that the company
will continue to generate strong financial and operating results,
and will not undertake meaningful debt financed acquisitions or
significant shareholder return activities in the near future.
Moody's also expects the company will benefit from continued debt
reduction, improved productivity and growing geographic
diversification through the integration of its recently acquired
European operations. The outlook also acknowledges integration
risks surrounding their recent acquisitions.

Moody's could upgrade the ratings if Graphic Packaging is able to
maintain a good liquidity position and sustain normalized (RCF-
Capex)/Debt towards 12% and Debt/EBITDA of less than 3.0x
(including Moody's standard adjustments).

The ratings could be downgraded should the company face
significant price and volume deterioration, material deterioration
in liquidity arrangements, (RCF-Capex)/Debt of around 5%, or if
Debt/ EBITDA remain above 4.0x on a sustained basis.

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

Graphic Packaging, headquartered in Atlanta, Georgia, provides
paperboard packaging solutions. The company manufactures and
supplies folding cartons and multi-pack beverage carriers, coated
unbleached kraft paperboard, coated recycled board, and machinery-
based packaging systems for the food and beverage industry. The
company also supplies flexible packaging, including multi-wall
bags and plastics. For the full year 2012, Graphic Packaging
generated approximately $4.3 billion in revenue. In December 2012,
Graphic closed the transaction to acquire Contego's European food
carton business and A&R Carton's beer and beverage packaging
business (total cost of about $150 million).


GRAPHIC PACKAGING: S&P Rates $425 Million Senior Notes 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including its 'BB+' corporate rating, on Atlanta, Ga.-based
Graphic Packaging International Inc.  The rating outlook is
stable.

S&P also assigned its 'BB+' issue-level ratings to the company's
proposed $425 million senior notes.  The recovery rating is '3',
reflecting S&P's expectation that lenders can expect to achieve
meaningful (50% to 70%) recovery in the event of a payment
default.

Proceeds from the proposed senior notes are to be used to fund a
future redemption of the company's 9.5% senior notes due 2017.

"The ratings affirmation follows Graphic Packaging's announcement
of its proposed new notes offering that we anticipate will result
in no meaningful change to the company's total debt, a modest
decrease in annual cash interest expense, and forecasted credit
measures remaining consistent with our view of its 'significant'
financial risk profile," said Standard & Poor's credit analyst
Tobias Crabtree.  S&P forecasts annual free cash flow in excess of
$250 million in 2013 and 2014 and leverage declining to 3x over
this period from about 4x as of Dec. 31, 2012.

The ratings on Graphic Packaging reflect the combination of what
S&P considers to be its "satisfactory" business risk and
significant financial risk profiles.  S&P expects further leverage
reduction from free cash flow to result in leverage in the mid-3x
area and funds from operations (FFO) of about 20% at the end of
2013.  S&P views these credit metrics as consistent with the
rating and its assessment of the company's significant financial
risk profile.  S&P's satisfactory business risk profile reflects
its view of the company's long-term customer relationships,
position as the largest North American producer of folding cartons
with 32% market share, and its value-added product mix.  The
ratings also incorporate S&P's expectations for no additional
large debt-financed acquisitions, share repurchases, or dividends
to its concentrated shareholder base.

The rating outlook is stable.  S&P expects Graphic Packaging to
continue to generate sizeable free cash flow and remain committed
to modest debt reduction, so that credit measures remain in line
with the ratings.  Based on S&P's EBITDA projections, it expects
free cash flow generation to be $250 million or more in each of
the next two years, leverage to approximate 3.5x, and FFO to debt
to be about 20% by the end of 2013.  S&P views these credit
measures as consistent with the 'BB+' corporate credit rating,
given the company's satisfactory business risk profile.

For a higher rating, S&P's assessment of Graphic Packaging's
financial risk would need to improve to "intermediate" from
"significant," based on its satisfactory business risk profile.
This could occur if leverage was sustained at or below 3x and FFO
to debt above 30% and S&P viewed the company's financial policy as
consistent with a low-investment-grade rating.  For this to occur,
earnings would have to improve more than 15% from S&P's 2013
EBITDA forecast and stay at that level.  In addition, for a higher
rating S&P would have to anticipate that the company would finance
any potential dividends, share repurchases or acquisitions such
that credit metrics remained consistent with an intermediate
profile.

S&P could lower the rating if free cash flow were to significantly
decline or be used for other activities, such as excessive
shareholder rewards, large acquisitions, or initiatives, causing
leverage to remain above 4x, with FFO to debt in the mid-teen
percentage area.  This could occur with minimal debt reduction and
if EBITDA were to decline 15% from S&P's 2013 forecast and stay at
that level.


HARDEMAN COUNTY: Chapter 9 Case Summary
---------------------------------------
Debtor: Hardeman County Hospital District
          dba Hardeman County Memorial Hospital
        402 Mercer Street
        Quanah, TX 79252

Bankruptcy Case No.: 13-70103

Chapter 9 Petition Date: March 21, 2013

Court: U.S. Bankruptcy Court
       Northern District of Texas (Wichita Falls)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Angela B. Degeyter, Esq.
                  VINSON & ELKINS, LLP
                  2001 Ross Avenue, Suite 3700
                  Dallas, TX 75201-2975
                  Tel: (214) 220-7763
                  Fax: (214) 999-7763
                  E-mail: adegeyter@velaw.com

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

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

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

The petition was signed by Dave Clark, interim administrator.


HAWAII OUTDOOR: Secured Claims to Be Paid Within 60 Months
----------------------------------------------------------
Hawaii Outdoor Tours Inc., dba Naniloa Volcanoes Resort and
Naniloa Volcanoes Golf Club, delivered to the Bankruptcy Court in
Hawaii a plan of reorganization and explanatory disclosure
statement dated March 20, 2013.

Hawaii Outdoor Tours said its Plan is a reorganizing plan
accomplished through the continuation of the Debtor's primary
business, the ownership, management, refinance and/or sale of the
Debtor's hotel.  The Plan will restructure a note held by First
Citizens Bank.  The Plan says the secured creditors -- which
include the bank, the Director of Finance-RPT County of Hawaii,
and the Hawaii State Tax Collector, the Department of Taxation --
will be paid the present value of their claim at a market interest
rate over a 60-month period through net income of the Hotel or
through a sale or refinancing of the Hotel property.

The Debtor, however, noted that the allowed claims of the Director
of Finance-RPT County of Hawaii, and the Hawaii State Tax
Collector, the Department of Taxation, will be paid in full on the
plan effective date should the state of Hawaii or its assignee as
lessor to Hawaii Outdoor Tours, as lessee under a 2006 lease,
determine that those allowed claims be paid in full on the
effective date as a cure of the amounts due to maintain the terms
and conditions due under the lease.

Holders of General Unsecured Claims may expect a 100% recovery on
their allowed claim on or before the 60th month following the plan
effective date.

The effective date is projected to be Sept. 15, 2013.  The first
payment under the Plan is projected to be Oct. 15.

Kenneth Fujiyama, the Debtor's CEO, will continue with his role
post-effective date.

A copy of the disclosure statement explaining the Plan is
available at http://is.gd/2A84Od

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Niloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortal alone was valued in excess of $35
million by First Regional's appraiser and the insurance company.

Bankruptcy Judge Robert J. Faris oversees the case.  Wagner Choi &
Verbrugge acts as the Debtor's bankruptcy counsel.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents Secured Creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.

The Official Committee of Unsecured Creditors retained Tsugawa
Biehl Lau & Muzxzi, LLLC, as counsel.


HAWAII OUTDOOR: Hearing on Further Access to Cash Tomorrow
----------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii previously entered an order authorizing Hawaii
Outdoor Tours, Inc., to continue using cash collateral until March
28.  The hearing to consider further access to cash collateral is
slated for March 28, at 9:30 a.m.

First-Citizens Bank holds a first priority security interest in
all property of the Debtor, including cash collateral, as security
for a loan in the principal amount of approximately $9,736,403.67,
together with interest and other fees under the Secured Loan
Agreements.

The Debtor said that it needs to use cash collateral in order to
continue its operations, meet its payroll and other necessary
ordinary course business expenditures, administer and preserve the
value of its estate, and maintain adequate access to cash in
amounts customary and necessary for a company of its size in this
industry to maintain customer and vendor confidence.  The Lender
consented to the use of cash collateral.

According to a March 6 fourth interim order, the Court authorized
the Debtor to use cash collateral until March 25.  During the
fourth interim cash collateral period, the material terms of the
Secured Loan Agreements will continue in full force and effect.
As adequate protection, the Debtor was required to make a payment
of $55,000 to the Lender by March 20, 2013.  Thereafter monthly
payments of at least $55,000, paid no later than the 20th day of
each month.  First-Citizens Bank is also granted a senior
replacement lien in all of the borrower accounts created from and
after the Petition Date and all of the Debtor's prepetition
collateral and related proceeds.

The State of Hawaii Department of Taxation claims junior lien
interests in the assets of the Debtor as security for a tax claim
in the amount of $473,536 as of the Petition Date.

The State of Hawaii Department of Taxation is granted a second
priority replacement lien in all of the Borrower Accounts created
from after after the Petition Date and all of the prepetition
collateral and associated proceeds.

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Niloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortal alone was valued in excess of $35
million by First Regional's appraiser and the insurance company.

Bankruptcy Judge Robert J. Faris oversees the case.  Wagner Choi &
Verbrugge acts as bankruptcy counsel.

In its schedules, the Debtor dislcosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents Secured Creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.


HAWAII OUTDOOR: Court Denies Bank's Bid for Trustee
---------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii has denied secured Creditor First-Citizens Bank
& Trust Company's motion for appointment of a trustee of Hawaii
Outdoor Tours, Inc.'s bankruptcy estate.

First-Citizens, in a motion filed on Feb. 19, claimed that the
Debtor made fraudulent and preferential avoidable transfers of
funds in the amount of at least $880,296 within one year of the
petition to these insiders: (i) KDC Corporation, the parent Hawaii
corporation of Debtor, owned and controlled by CEO Ken Fujiyama,
his wife, Lee Harlow, and Fujiyama's daughter, Kristie Fujiyama
Kosmides; (ii) Nani Mau, Inc., a Hawaii corporation owned by KDC
and controlled by Mr. Fujiyama; (iii) Volcano House, a former
hotel business near Volcanos National Park, operated by KDC, and;
(iv) Fujiyama, Harlow, Kosmides, and other members of the Fujiyama
family.

First-Citizens also accused the Debtor of, among other things:
(i) gross mismanagement of funds, and failure to pay critical
creditors of Debtor's business, including the State of Hawaii,
Department of Land and Natural Resources, the State of Hawaii,
Department of Taxation, the County of Hawaii and other creditors;
(ii) failure to keep adequate accounting records, failure to make
prompt and complete reports, submission of deceptive and
misleading financial reports, and failure to make material
disclosures about Debtor's financial condition; (iii) incompetent
construction efforts and attempts to renovate the Naniloa
Volcanoes Resort, which has resulted in approximately 50% of the
hotel rooms being unavailable for renting, one tower being shut
down completely, and leaving the two other towers in a state of
disrepair with many un-rentable hotel rooms; and (iv) continued
violations of the cash collateral orders and the Debtor's improper
and unauthorized use of cash.

According to First-Citizens, the primary creditors of Debtor's
bankruptcy estate have no confidence in the current management of
Debtor's business.

First-Citizens is represented by:

      CASE LOMBARDI & PETTIT, A Law Corporation
      Ted N. Pettit, Esq.
      Dana R. Lyons, Esq.
      Ryan M. Hamaguchi, Esq.
      Pacific Guardian Center, Mauka Tower
      737 Bishop Street, Suite 2600
      Honolulu, Hawaii 96813
      Tel: (808) 547-5400
      Fax: (808) 523-1888
      E-mail: tpettit@caselombardi.com
              dlyons@caselombardi.com
              rhamaguchi@caselombardi.com

On March 11, the Debtor objected to First-Citizens' motion,
denying that it has grossly mismanaged the Hotel Property during
the post-petition period.  According to the Debtor, non-payment of
prepetition debts and alleged avoidable transfers by the Debtor
against certain insiders at this early stage of case doesn't
warrant the appointment of a trustee.  The Debtor said that it has
not engaged in insider self-dealing of the nature that justifies
the appointment of a trustee, and has made every good faith effort
to maintain its accounting records and provide information to
First-Citizens.

The Debtor denied that it has materially violated the terms of the
cash collateral stipulations and that it is suffering large
sustained operating losses.  The Debtor said that its financial
performance has improved post-petition and that it had sufficient
cash to pay its $250,000 lease payment due on Feb. 1, 2013, to the
State of Hawaii.

?First Citizens' lack of 'cause' is further underscored by the
fact that it has received, and continues to receive $55,000 in
monthly 'adequate protection' payments,? the Debtor stated.

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Niloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortal alone was valued in excess of $35
million by First Regional's appraiser and the insurance company.

Bankruptcy Judge Robert J. Faris oversees the case.  Wagner Choi &
Verbrugge acts as bankruptcy counsel.

In its schedules, the Debtor dislcosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents Secured Creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.


HD SUPPLY: Amends $1 Billion Term Loan Facility with BofA
---------------------------------------------------------
HD Supply, Inc., entered into Amendment No. 1 to its
$1,000,000,000 term loan facility, dated as of April 12, 2012, by
and among the Company, Bank of America, N.A., as administrative
agent and collateral agent, and the other lenders and financial
institutions from time to time party thereto.

Borrowings under the Credit Agreement bear interest at a rate per
annum equal to an applicable margin plus, at the Company's option,
either LIBOR (subject to a 1.25% floor) or the base rate.  The
Amendment reduced the applicable margin for borrowings under the
Credit Agreement from 6.0% for LIBOR borrowings and 5.0% for base
rate borrowings to 3.25% for LIBOR borrowings and 2.25% for base
rate borrowings.  The Amendment also replaced the hard call
provision applicable to optional prepayment of term loans
thereunder with a soft call option.  The soft call option provides
for a premium equal to 1.0% of the aggregate principal amount of
term loans being prepaid if, on or prior to Aug. 15, 2013, the
Company enters into certain repricing transactions.

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million for the year ended
Jan. 31, 2010.

The Company's balance sheet at Oct. 28, 2012, showed $7.67 billion
in total assets, $8.55 billion in total liabilities and a
stockholders' deficit of $881 million.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HEALTHWAREHOUSE.COM INC: Presented at 25th ROTH Conference
----------------------------------------------------------
Lalit Dhadphale, president and chief executive officer of
Healthwarehouse.com, Inc., gave a presentation describing the
Company and its business operations at the 25th Annual ROTH
Conference in Laguna Nigel, California.  The slides from this
presentation are available for free at http://is.gd/q56UEc

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-
commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

The Company's balance sheet at June 30, 2012, showed $2.24 million
in total assets, $6.82 million in total liabilities, $752,226 in
redeemable preferred stock, and a $5.33 million total
stockholders' deficiency.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.

"Since inception, the Company has financed its operations
primarily through product sales to customers, debt and equity
financing agreements, and advances from stock holders.  As of
June 30, 2012 and December 31, 2011, the Company had negligible
cash and working capital deficiency of $5,724,914 and $2,404,464,
respectively.  For the six months ended June 30, 2012, cash flows
included net cash used in operating activities of $581,948, net
cash provided by investing activities of $138,241 and net cash
provided by financing activities of $443,846.  Additionally, all
of the Company's outstanding convertible notes payable mature at
the end of December 2012 and outstanding notes payable mature in
January 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 30, 2012.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.


HERCULES OFFSHORE: Penn Capital Holds Class A Shares at Dec. 31
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Penn Capital Management disclosed that, as of Dec. 31,
2012, it beneficially owns 6,977,435 shares of Class A Common
Stock of Hercules Offshore, Inc., representing 5.08% of the shares
outstanding.  A copy of the filing is available for free at:

                       http://is.gd/bxzGKn

                     About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of
$91.73 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $2.02
billion in total assets, $1.15 billion in total liabilities and
$877.24 million stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.,
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.

"The upgrade reflects the improving market conditions in the Gulf
of Mexico and our expectations that Hercules' fleet will continue
to benefit," said Standard & Poor's credit analyst Stephen
Scovotti.


HP GOLF: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: HP Golf Links LLC
        1900 Stirling Drive
        Starkville, MS 39759

Bankruptcy Case No.: 13-11143

Chapter 11 Petition Date: March 20, 2013

Court: U.S. Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  LAW OFFICES OF CRAIG M. GENO, PLLC
                  587 Highland Colony Parkway
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  E-mail: cmgeno@cmgenolaw.com

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

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

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

The petition was signed by William W. Anderton, member.


INDIANA EQUITY: Court Dismisses Chapter 11 Case
-----------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois last month entered an order
dismissing Indiana Equity Investments, LLC's Chapter 11 case.

On Nov. 20, 2012, the Debtor sought dismissal of its case, saying
that it is incapable of formulating any plan of reorganization
that would be confirmable by the Court.

Federal National Mortgage Association, the Debtor's primary
secured creditor, asserted senior mortgage liens against
Autumnwoods Apartments and Brendonwood Apartments, the Debtor's
two separate residential apartment projets in Fort Wayne, Indiana,
to secure an indebtedness in an amount of at least $8,149,853.89
as of the Petition Date.  Arbor Commercial Funding LLC is the
predecessor to FNMA with respect to the same mortgage indebtedness
relating to the Properties.

On Jan. 4, 2012, the Court approved a settlement among the Debtor,
FNMA, Arbor, and debtors Joseph Junkovic, Tom Junkovic, Maria
Junkovic and Midwestern Equities, LLC.  Under the settlement, the
Debtor agreed to, among other things, enter a consent foreclosure
relating to the Properties and turnover any and all funds,
security deposits, accountings and other matters.  As of Nov. 20,
the settlement was fully consummated.

As a result of the settlement, all assets of the Debtor have been
transferred to FNMA.

                      About Indiana Equity

Based in Alsip, Illinois, Indiana Equity Investments, LLC, aka
Autumnwoods Apartments and Brendonwood Apartments, owns two
commercial multi-family properties located in Fort Wayne, Indiana.
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.
11-19277) on May 5, 2011.  Judge Eugene R. Wedoff presides over
the case.  David K. Welch, Esq., Arthur Simon, Esq., and Jeffrey
Dan, Esq., at Crane Heyman Simon Welch & Clar, in Chicago, serve
as the Debtor's bankruptcy counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.

Indiana Equity's petition was signed by Joseph Junkovic, as the
manager.  Mr. Junkovic commenced his own Chapter 11 case (Bankr.
N.D. Ill. Case No. 10-55888) in 2010.


INFUSYSTEM HOLDINGS: Names New CEO; Interim CEO Stepping Down
-------------------------------------------------------------
InfuSystem Holdings, Inc.'s Board of Directors has appointed Eric
Steen, who has more than 30 years of medical device and
pharmaceutical industry experience, as Chief Executive Officer,
effective April 1, 2013.

Dilip Singh, who has served as the Company's Interim CEO since
April 2012, will step down from that position on the same date,
while continuing as a member of the Board.

"I am proud of the significant progress our InfuSystem team has
achieved on a number of important fronts, including a return to
profitability, improved operational performance, and strengthened
financial footing," commented Singh.  "I am equally delighted the
Board has decided that Eric is the right person to advance the
Company's next stage of strategic growth and value creation, and
look forward to a smooth transition."

Eric Steen comes to InfuSystem with a wide range of leadership and
management-level experience in sales, marketing, business
development, operations, and finance.  He previously served as
President of Central Admixture Pharmacy Services, turning a start-
up into a successful $150 million pharmacy services organization
with 25 locations.  Concurrently, Steen served as Chief Marketing
Officer for B. Braun Medical Inc, a $1.5 billion organization that
offers infusion therapy and pain management products and services.
Since February 2012, he has been Principal of Eric K. Steen &
Associates, a consulting business that provides services to
medical device and pharmaceutical companies, including InfuSystem.

"Eric Steen brings an accomplished record of success in the
medical device and healthcare services industries," added
InfuSystem Executive Chairman Ryan Morris.  "He has demonstrated
time and again his ability to drive profitable growth and create
value, and is the ideal person to lead InfuSystem through another
period of sustained growth. The Board would also like to express
its profound thanks to Dilip, who joined us at a critical juncture
in the Company's history.  His vision and actions over the past
year have helped reaffirm our industry leadership role."

Under the Employment Agreement, Mr. Steen will receive a base
salary of $300,000 for the initial term and is eligible for an
annual performance bonus of up to 75% of his base salary, or
$225,000 in the Initial Term, based upon satisfaction of
performance objectives to be developed by the Compensation
Committee of the Board.  Mr. Steen is also eligible for additional
discretionary bonuses based on the achievement of certain
specified goals established by the Compensation Committee.

In connection with his appointment as the new Chief Executive
Officer, Mr. Steen will receive 700,000 inducement stock options
outside the Company's 2007 Stock Option Plan.  Of these, 300,000
options will have an exercise price of $1.75 and 400,000 options
will have an exercise price of $2.75.  The options will be granted
on April 1, 2013, and will vest over a four-year period (25% on
the first anniversary of the grant date and pro rata monthly
thereafter) and will expire in ten years.

Additional information is available at http://is.gd/LK2tt8

                     About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $74.02
million in total assets, $34.68 million in total liabilities and
$39.33 million in total stockholders' equity.


INTELSAT SA: Unit Plans to Offer $1.5 Billion Senior Notes
----------------------------------------------------------
Intelsat S.A. said that its subsidiary, Intelsat (Luxembourg) S.A.
intends to offer $1,500,000,000 aggregate principal amount of
senior notes due 2021.

Intelsat Luxembourg's obligations under the notes will be
guaranteed by Intelsat S.A.  The net proceeds from the sale of the
notes are expected to be used by Intelsat Luxembourg to redeem
$915,000,000 aggregate principal amount of its outstanding
11 1/2 / 12 1/2% Senior PIK Election Notes due 2017 in its
previously announced redemption on April 5, 2013, to redeem an
additional $460,000,000 aggregate principal amount of its
outstanding 2017 PIK Notes, to pay related fees and expenses and
for general corporate purposes, which may include the repayment,
redemption, retirement or repurchase of additional 2017 PIK Notes
or other outstanding indebtedness of Intelsat Luxembourg and its
subsidiaries.

No prospectus as required by the Directive 2003/71/EC (and the
implementing laws and regulations in the relevant member states)
has been filed with respect to the notes and therefore no offers
of notes may be made in any Member States of the European Economic
Area unless made pursuant to an exemption under the Directive
2003/71/EC (and the implementing laws and regulations in the
relevant Member States).

                           About Intelsat

Luxembourg-based Intelsat is the leading provider of satellite
services worldwide.  For over 45 years, Intelsat has been
delivering information and entertainment for many of the world's
leading media and network companies, multinational corporations,
Internet Service Providers and governmental agencies.  Intelsat's
satellite, teleport and fiber infrastructure is unmatched in the
industry, setting the standard for transmissions of video, data
and voice services.  From the globalization of content and the
proliferation of HD, to the expansion of cellular networks and
broadband access, with Intelsat, advanced communications anywhere
in the world are closer, by far.

Intelsat S.A. incurred a net loss of $145 million in 2012, a net
loss of $433.99 million in 2011, and a net loss of $507.76 million
in 2010.  The Company's balance sheet at Dec. 31, 2012, showed
$17.30 billion in total assets, $18.53 billion in total
liabilities and a $1.27 billion total Intelsat S.A. stockholders'
deficit and $45.67 million in noncontrolling interest.


INVESTORS LENDING: Corrects BTO Plan Treatment, Confirms Plan
-------------------------------------------------------------
Investors Lending Group, LLC confirmed the Amended Chapter 11 Plan
proposed with the Official Committee of Unsecured Creditors.  The
Plan dated Oct. 22, 2012, amended as of Jan. 11, 2013, and
Jan. 16, has been accepted in writing by the creditors and equity
security holders.

The Amended Plan addressed the matters raised in the Jan. 9,
hearing which prompted the Court to deny the confirmation of the
Plan.  According to the Court, the values of the seven properties
to be surrendered must reflect $810,000 in Disclosure Statement
value.  That number, after deduction of 8% in likely costs, will
yield the amount necessary to cover the Bank Of Ozarks debt.

The Amended Plan reflected that the Court determined that BTO's
claim totals $744,000 and that an 8% cost of sale must be added to
its claim for a total of $810,000 in order to cover the BTO debt
The claim will be satisfied as follows: (i) BTO will be permitted
to advertise for a foreclose sale on these properties:

         131/135 Kingman Ave., 145 S. Campbell Ave., 1712 Reynolds
         Street, 2221 Whitaker Street, 2305 Old Shell Road, 729 E.
         Waldburg Street, 2405 Alaska Street, 802 Carver Street
         and 8 Mercer Point, Unit 8202,

on or after the Effective Date of confirmation of the Chapter 11
Plan for a foreclose sale as soon as practicable, but no later
than 90 days after the Effective Date.

A copy of the amendment dated Jan. 16, is available for free at
http://bankrupt.com/misc/INVESTORSLENDING_plan_amendment.pdf

                    About Investors Lending

Based in Savannah, Georgia, Investors Lending Group LLC filed for
Chapter 11 (Bankr. S.D. Ga. Case No. 11-41963) on Sept. 21, 2011.
Judge Lamar W. Davis Jr. presides over the case.  James L. Drake,
Jr. P.C., acts as counsel to the Debtor.  In its amended
schedules, the Debtor disclosed $14,197,900 in assets and
$19,133,903 in liabilities.  The petition was signed by Isaac L.
Rabhan, CEO/assistant manager.

C. James McCallar, Jr., Esq., and Tiffany E. Caron, Esq., at
McCallar Law Firm, in Savannah, Georgia, represent the Official
Committee of Unsecured Creditors.


INTELLIPHARMACEUTICS INT'L: To Raise $3.1-Mil. From Offering
------------------------------------------------------------
Intellipharmaceutics International Inc. is raising approximately
US$3.1 million in a registered direct unit offering at a price of
US$1.72 per unit.  In connection with the offering, the Company
will be issuing to the investors an aggregate of 1,815,000 common
shares and warrants to purchase an additional 453,750 common
shares.  The warrants will be exercisable immediately, have a term
of five years and an exercise price of US$2.10 per share of common
stock.  After placement agent fees and estimated offering
expenses, the Company expects to receive net proceeds of
approximately US$2.7 million.  The offering is expected to close
on or about March 22, 2013, subject to customary closing
conditions.

Roth Capital Partners, LLC, served as lead placement agent for the
offering.  Brean Capital and Maxim Group, LLC served as co-
placement agents for the transaction.

Intellipharmaceutics intends to use the net proceeds to file
additional Abbreviated New Drug Applications (ANDAs) with the Food
and Drug Administration, to advance clinical trials for its abuse
resistant RexistaTM technology or other NDA 505(b)(2)
opportunities, to establish additional partnerships, and for
working capital, research, product development and general
corporate purposes.

              About Intellipharmaceutics International

Intellipharmaceutics International Inc. is a pharmaceutical
company specializing in the research, development and manufacture
of novel and generic controlled-release and targeted-release oral
solid dosage drugs.

Deloitte LLP, in Toronto, Canada expressed substantial doubt
about Intellipharmaceutics' ability to continue as a going
concern.  The independent auditors noted that of the Company's
recurring losses from operations and accumulated deficit.

The Company reported a net loss of US$6.14 million on US$107,091
of research and development revenue for fiscal 2012, compared with
a net loss of US$4.88 million on US$501,814 of research and
development revenue for fiscal 2011.

The Company's balance sheet at Nov. 30, 2012, showed
US$2.47 million in total assets, US$4.24 million in total
liabilities, and a stockholders' deficit of US$1.77 million.


J.C. PENNEY: Faces Bankruptcy Risk, Says BMO Analyst
----------------------------------------------------
Darcy Keith, writing for The Globe and Mail, reported that the
future of struggling U.S. retailer J.C. Penney is looking
increasingly dire, says BMO Nesbitt Burns analyst Wayne Hood, who
warns that there's a chance it could be heading into bankruptcy
over the next couple of years.

"We were hoping to become more constructive on JCP following the
significant underperformance in fiscal years 2012/2013. However,
our research leads us to move in the opposite direction and lower
our rating back to underperform from market perform," Mr. Hood
said in a research note, according to The Globe and Mail.

The report noted that J.C. Penney's fourth quarter showed a
continued steep deterioration in its business since launching a
turnaround strategy nearly a year ago, with same-store sales
dropping by 32 per cent.  Mr. Wood, according to the report, sees
four potential outcomes for the company over the next 12 to 24
months -- and three of the four would be bearish.

In the most bullish scenario, J.C. Penney restores sales growth
and maintains sufficient liquidity by throttling back capital
expenditures while selling non-core assets, the report said.

Mr. Wood's "base-case scenario" sees the company reversing the
steep slide in comparable store sales to post modest sales growth
of 0.9 per cent in fiscal 2014, the report related.  That scenario
also assumes capital spending cuts and the sale of non-core
assets, but assumes the company will continue to post annual
earnings per share losses over the next five years.

The last two scenarios involve bankruptcy filings, the report
said.  One would be a voluntary Chapter 11 bankruptcy that enables
the company to become smaller and more profitable. The fourth, and
most dire outcome, would be the company being forced into an
involuntary bankruptcy in the first or second quarter of fiscal
2014.


JEFFERSON COUNTY: Bond Insurer Opposes Acceleration of Debt
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an insurer for Jefferson County, Alabama, sewer bonds
is opposed to a request by the indenture trustee that the
bankruptcy court allow acceleration of the maturity among the $3.2
billion in debt that hasn't already come due.

The report relates that acceleration of maturity would affect who
receives payments from remaining reserve funds.  It could also
affect the insurer's obligation to make good on the bonds.

                      About Jefferson County

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

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

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

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

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

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

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

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


KELLIE GRETSCHMANN: Chapter 15 Case Summary
-------------------------------------------
Chapter 15 Debtor: Kellie Kay Gretschmann
                   212 Third Street NE
                   Aitkin, MN 56431

Chapter 15 Case No.: 13-50246

Chapter 15 Petition Date: March 21, 2013

Court: District of Minnesota (Duluth)

Chapter 15 Debtor's Counsel: Edward Randolph Shaw, Esq.
                             ATTORNEY EDWARD R. SHAW P.A.
                             722 S 6th St
                             Brainerd, MN 56401
                             Tel: (218) 825-7030
                             E-mail: lawyer@edshawlaw.com

Scheduled Assets: $53,670

Scheduled Liabilities: $141,631

The petition was signed by Kellie Kay Gretschmann.


LEHMAN BROTHERS: Sues Credit Agricole Over $34M Terminated Swaps
----------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Lehman Brothers
Holdings Inc. launched an adversary suit in New York bankruptcy
court Monday claiming Credit Agricole Corporate and Investment
Bank refuses to pay nearly $34 million for deals arranged with a
Lehman unit prior to the investment bank's decent into Chapter 11.

According to the complaint, Credit Agricole terminated certain
swap transactions with Lehman Brothers Commercial Corp. on Sept.
16, 2008 -- one day after LBHI filed for Chapter 11 -- and now
refuses to pay the $34 million which it admittedly owes, BLaw360
said.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEVEL 3: Amends "Restrictive Covenant Agreement" Under Plan
-----------------------------------------------------------
The Compensation Committee of the Board of Directors of Level 3
Communications, Inc., amended Exhibit B (Restrictive Covenant
Agreement) of its Key Executive Severance Plan.

Level 3 established the Plan to provide eligible executives, who
are involuntarily terminated from employment in certain limited
circumstances, with severance and welfare benefits.  The Agreement
was amended to provide that the non-compete requirements of the
Agreement will be applicable during the Restricted Period
following termination of an eligible executive's employment only
if that termination resulted from a Qualifying Termination.

In addition, the non-compete requirements may be waived during the
Restricted Period by Level 3's chief executive officer and chief
administrative officer, in their sole and absolute discretion, in
a written waiver signed by both officers.

Level 3's Named Executive Officers, other than its chief executive
officer James Q. Crowe, are Participants under the Key Executive
Severance Plan.

The Committee determined to modify the Agreement to align the
effectiveness of the non-compete provisions to only those
circumstances where the Participant actually receives a payment
under the Plan.

A copy of the Restrictive Covenant Agreement is available at:

                        http://is.gd/vQX7WD

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 incurred a net loss of $422 million in 2012, a net loss of
$756 million in 2011, and a $622 net loss in 2010.  The Company's
balance sheet at Dec. 31, 2012, showed $13.30 billion in total
assets, $12.13 billion in total liabilities and $1.17 billion in
total stockholders' equity.

                           *     *     *

As reported by the TCR on April 2, 2012, Fitch Ratings upgraded
Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on
Oct. 4, 2011, and assigned a Positive Outlook.  The rating action
followed LVLT's announcement that the company closed on its
previously announced agreement to acquire Global Crossing Limited
(GLBC) in a tax-free, stock-for-stock transaction.

In the July 20, 2012, edition of the TCR, Moody's Investors
Service affirmed Level 3 Communications, Inc.'s corporate family
and probability of default ratings at B3.  The Company's B3
ratings are based on expectations that net synergies from the
recently closed acquisition of Global Crossing Ltd. will reduce
expenses sufficiently such that Level 3 will be modestly cash flow
positive (on a sustained basis) by late 2013.

Level 3 carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


LSP ENERGY: Chapter 11 Plan of Liquidation Confirmed
----------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court confirmed
LSP Energy Limited Partnership's Chapter 11 Plan of Liquidation.

According to documents filed with the Court, "...the Debtors
believe that the Plan is in the best interests of the Creditors
because it provides creditors with a greater recovery than if the
Debtors were liquidated and the proceeds of such liquidation were
used to pay Creditors....The Plan liquidates the Debtors'
remaining assets and distributes them to creditors pursuant to the
Plan and Bankruptcy Code," the BData report cited.

As previously reported, creditors of LSP Energy unanimously voted
in favor of the company's Chapter 11 plan.

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.


LYMAN HOLDING: Obtains Chapter 11 Plan Confirmation Order
---------------------------------------------------------
Judge Dennis D. O'Brien of the U.S. Bankruptcy Court for the
District of Minnesota confirmed on Feb. 28, 2013, Lyman Holding
Company, et al.'s Chapter 11 Plan that was co-sponsored by the
Official Committee of Unsecured Creditors.

Conaway MacKenzie, Inc., is appointed the Liquidating Agent under
the confirmed Plan.  The Plan creates a liquidating fund and
assigns a liquidating agent to undertake the continuing post-
confirmation sale of all of the Debtors' remaining assets, the
resolution of claims, the pursuit of Avoidance Claims and Causes
of Action, the distribution of proceeds to the holders of Allowed
claims, and such other actions as are necessary to wind down the
Debtors' businesses.

Under the Plan, allowed secured claims will be paid from the
proceeds of the sale of the collateral securing each such claim.
Allowed unsecured claims will be paid from the remaining proceeds
of sales and net recoveries from Avoidance Actions and other
Causes of Action.

The Plan provides a mechanism for interim distributions to holders
of allowed claims that will allow them to receive distributions as
soon as practicable.  The Plan will provide the greatest recovery
for and fastest payment to creditors.

                        About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


LYON WORKSPACE: Court Approves KCC Employment as Claims Agent
-------------------------------------------------------------
Lyon Workspace Products, L.L.C., and its affiliates obtained an
order appointing Kurtzman Carson Consultants LLC as their notice,
claims and balloting agent.

The Troubled Company Reporter reported on Jan. 22, 2013, that the
Debtors estimate that there are more than 500 potential creditors
and other parties in interest who require notice of various
matters in the Chapter 11 cases. Upon information and belief, it
would be highly burdensome on the Court and the Clerk's Office to
perform the services that KCC will perform.  To relieve the
Clerks' Office of these burdens, the Debtors propose to retain
KCC as their notice, claims, and balloting agent.

The Debtors agreed to provide KCC a retainer of $10,000 as
security for their payment obligations.

On account of its consulting services, KCC personnel will seek
compensation based on a 30% discounted rate:

   Position                            30% Discounted Rate
   --------                            -------------------
Clerical                                   $28 to $42
Project Specialist                         $56 to $98
Technology/Programming Consultant          $70 to $140
Consultant                                 $87 to $140
Senior Consultant                         $157 to $192
Senior Managing Consultant                    $207

Weekend, holidays and overtime               Waived
Travel expenses and working meals            Waived

For its noticing services, KKC will charge $50 per 1,000 e-mails,
and $0.10 per page for electronic noticing.  For its claims
administration services, KCC will charge $0.10 per creditor per
month but is waiving the fee for its public website hosting
services.  For the interactive voice response in connection with
its call center support services, KCC will charge $0.34 per
minute.

KCC is a "disinterested person" within that term's meaning in
Section 101(14) of the Code.

                     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.


MACCO PROPERTIES: Disclosure Statement Hearing Continued to May 30
------------------------------------------------------------------
Parties-in-interest in the Chapter 11 case of Macco Properties,
Inc., agreed to continue to May 30, 2013, at 10:00 a.m., the
hearing to consider approval of the disclosure statement
explaining Jennifer Price's Plan for the Debtor.

Ms. Price, the sole shareholder of Macco, has filed several
versions of the Plan, one filed on Feb. 15, and the other filed on
March 8.  The two versions of the Plan basically provides for the
same terms, except for the amount of Plan funding extended by
Edward Snyder.  According to the Disclosure Statements, Mr. Snyder
is a "high net-worth" individual who is a member and officer of
Innovation Ventures, LLC -- the owner of, among other products,
"5-Hour Energy" -- a top-selling energy product in the United
States.

Both versions of the Plan proposes for (i) payment in full, with
applicable interest, of all administrative expense claims and tax
claims, (ii) payment in full, with interest, of all non-guaranty
or indemnification claims against the Debtor, (iii) payment in
full, implementation of agreed treatment, or a waiver of discharge
with respect to guaranty and indemnification claims, and (iv)
retention of equity interests by the holder thereof.  The property
of the Debtor's estate will re-vest in the Reorganized Debtor.

The Feb. 15 version of the Plan provides that payments to be made
under the Plan will be funded from the liquid assets of the Debtor
and its estates and $20 million to be advanced by Mr. Snyder.  The
March 8 version of the Plan provides that payments to be made
under the Plan will be funded from the liquid assets of the Debtor
and its estates and $21.5 million to be advanced by Mr. Snyder

A full-text copy of the Disclosure Statement dated March 8 is
available for free at http://bankrupt.com/misc/MACCOds0308.pdf

A full-text copy of the Disclosure Statement dated Feb. 15, 2013,
is available for free at http://bankrupt.com/misc/MACCOds0215.pdf

                      About Macco Properties

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

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

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

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


MAG LLC: Involuntary Chapter 11 Case Summary
--------------------------------------------
Alleged Debtor: MAG, LLC
                925 W Baseline Road #105
                Tempe, AZ 85283

Case Number: 13-04200

Involuntary Chapter 11 Petition Date: March 21, 2013

Court: District of Arizona (Phoenix)

MAG, LLC's petitioner:

  Petitioner             Nature of Claim        Claim Amount
  ----------             ---------------        ------------
David C Keller           Real Property          $500,000
10547 E Salt Bush Dr     Titling
Scottsdale, AZ 85255


MAKENA GREAT: Hearing on Motion to Use Collateral Set for April 3
-----------------------------------------------------------------
According to a notice filed in bankruptcy court, a hearing on
Makena Great American Anza Company LLC's motion to use cash
collateral is set for April 3, 2013, at 10:00 a.m.  The hearing
will be held at 219 South Dearborn, Courtroom 680, Chicago,
Illinois.

                    About Makena Great American

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

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

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

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


MASHANTUCKET PEQUOT: Moody's Rates New $587MM Debt Facility 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Mashantucket
Pequot Tribal Nation's proposed $587 million credit facility,
along with a Caa1 Corporate Family Rating, Caa1-PD Probability of
Default Rating, and stable rating outlook.

The proposed B1 credit facilities, along with several other
unrated tranches of restructured debt represent the new debt
capital structure that is part of a proposed consensual
restructuring between MPTN and its existing debt holders. The
credit facilities include a $10 million 2.5-year revolver, a $20
million 2.5 year term loan C, a $297 million 5-year term loan A ,
and a $260 million 7-year term loan B.

The assigned ratings are subject to the closing of the transaction
as proposed along with Moody's review of final documentation.

The Mashantucket Pequot Tribal Nation conducts the gaming and
resort operations of Foxwoods Resort Casino and the MGM Grand at
Foxwoods, located in central Connecticut, through the Mashantucket
Pequot Gaming Enterprise, a wholly-owned, unincorporated division
of MPTN.

New Ratings Assigned:

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1-PD

$10 million 2.5-year revolver at B1 (LGD 2, 13%)

$20 million 2.5 year term loan C at B1 (LGD 2, 13%)

$297 million 5-year term loan A at B1 (LGD 2, 13%)

$260 million 7-year term B at B1 (LGD 2, 13%)

Ratings Rationale:

MPTN's Caa1 Corporate Family Rating considers its very high pro
forma leverage, at about 8 times. This risk is compounded by
MPTN's single market concentration in Connecticut, a market that
Moody's believes remains vulnerable to a further loss of gaming
revenues as a result of increased competition from newer and more
convenient gaming facilities. Also considered is Moody's
expectation that payments by the Gaming Enterprise to fund MPTN
Government operations will initially absorb about 40% of the
Gaming Enterprise's EBITDA less cash debt service obligations.

The ratings are supported by MPTN's good liquidity profile.
Despite Moody's expectation of further possible declines in
Connecticut gaming revenue, Moody's still expects the Gaming
Enterprise to generate free cash flow after debt service, capital
expenditures and cash distribution to MPTN, albeit a small amount.
Also considered are the cost saving initiatives that Moody's
expects will partly mitigate further possible reductions in
revenue.

The B1 rating on the credit facilities, 3-notches above MPTN's
Caa1 Corporate Family Rating, considers the significant amount of
debt that will rank junior to it in the pro forma capital
structure, including $637 million of Special Obligation Bonds
("SRO"), $299 million of Subordinated Special Revenue Bonds
("SSRO"), and $214 million of Notes. The credit facilities, SROs,
SSROs, and Notes are special revenue obligations of the MPTN and
are secured and payable primarily from pledged cash flows
generated by the Gaming Enterprise.

The stable outlook incorporates Moody's view that MPTN's lower
cost structure along with its relaxed pro forma debt maturity
profile, and covenant cushion will provide the company with enough
flexibility and resources to deal with near-term competitive
issues and demand uncertainty. The stable outlook also anticipates
that MPTN will not have to rely on additional borrowing to fund
growth related capital expenditures and/or tribal distributions
over the next two years.

Ratings could go down if it appears MPTN's earnings will decline
at a pace that cannot support the company's existing level of debt
over the longer-term. Ratings could be lowered if it appears MPTN
will not be able to reduce debt/EBITDA below 8.0 times by the end
of the company's September 30, 2014 fiscal year-end. Ratings could
go up if MPTN is able to achieve and sustain a level of earnings
improvement that allows the company to reduce absolute amounts of
debt in the next 12-18 months above and beyond required
amortization amounts.

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


MERRIMACK PHARMACEUTICALS: Incurs $91.7 Million Net Loss in 2012
----------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $91.75 million on $48.92 million of collaboration
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $79.67 million on $34.21 million of collaboration revenues
in 2011.  The Company incurred a $50.15 million net loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $148.97
million in total assets, $155.39 million in total liabilities,
$97,000 in non-controlling interest, and a $6.51 million total
stockholders' deficit.

PricewaterhouseCoopers LLP, in Boston, Massachusetts, did not
issue a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012.

As reported in the TCR on April 9, 2012, PricewaterhouseCoopers
LLP, expressed substantial doubt about Merrimack Pharmaceuticals'
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 has insufficient capital resources available as of
Dec. 31, 2011, to fund planned operations through 2012.

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

                        http://is.gd/Ly0p3B

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.


MF GLOBAL: U.S. Trustee, et al. Oppose Plan Confirmation
--------------------------------------------------------
The U.S. trustee overseeing MF Global Holdings Inc.'s bankruptcy
asked Judge Martin Glenn to deny approval of the company's
liquidation plan, saying it does not comply with U.S. bankruptcy
law.

U.S. Trustee Tracy Hope Davis said the plan bypasses the
requirements of Section 503(b) of the Bankruptcy Code by allowing
payment of fees and expenses to the indenture trustee and a group
of so-called creditor co-proponents without court review and
approval.

"If the [liquidation plan] is confirmed by the court, the creditor
co-proponents and the indenture trustee will not be required to
file formal fee applications," the U.S. trustee said in a March 25
filing.

According to the proposed plan, the claims of the indenture
trustee are estimated to be $900,000 while those of the creditor
co-proponents are estimated to be $1.6 million.

The U.S. trustee also said the liquidation plan provides for
third-party releases and contains injunction provisions that are
"overly broad."

The proposed plan also drew flak from commodities customers
including Occidental Energy Marketing Inc. and Sapere Wealth
Management LLC.

OEM expressed concern that a cash reserve won't be established on
account of its claim.  For its part, Sapere said the plan provides
a distribution scheme where commodities customers are denied
priority over general creditors to which they are legally
entitled.

Meanwhile, The Virginia Retirement System and Her Majesty The
Queen In Right Of Alberta filed a reservation of rights with
respect to the confirmation of the proposed plan.  Both were
appointed as lead plaintiffs in a securities class action
involving investors who acquired the publicly traded securities of
MF Global.

MF Global's proposed liquidation plan will be considered for
approval at a court hearing on April 5.

                          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.


MF GLOBAL: Inks Agreement to Settle NY Taxation Agency Claim
------------------------------------------------------------
MF Global Holdings Inc.'s trustee signed an agreement to settle
the claims of the New York State Department of Taxation and
Finance.

Under the deal, NYSDTF's sales tax claim against MF Global
Holdings USA Inc. for the period ending May 31, 2009, will be
reduced from $1,081,835 to $39,675, and allowed as an unsecured
priority claim.

NYSDTF also agreed to withdraw its sales tax claim against MF
Global Finance USA Inc. for the period ending May 31, 2009.  The
agency also waives its right to file a sales tax claim against the
MF Global parent or any of its subsidiaries with respect to the
sales tax period March 1 to May 31, 2009.

A full-text copy of the agreement can be accessed for free at
http://is.gd/HaEzjr

                          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.


MGM RESORTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MGM Resorts, LLC
          dba Holiday Inn Melbourne-Viera Conference Center
        8298 N. Wickham Road
        Melbourne, FL 32940

Bankruptcy Case No.: 13-03253

Chapter 11 Petition Date: March 20, 2013

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

Debtor's Counsel: Justin M. Luna, Esq.
                  LATHAM, SHUKER, EDEN & BEAUDINE, LLP
                  P.O. Box 3353
                  Orlando, FL 32802-3353
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bknotice@lseblaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb13-03253.pdf

The petition was signed by Bharat Patel, manager and member.


MOMENTIVE SPECIALTY: 2013 Annual Incentive Plan Approved
--------------------------------------------------------
The Compensation Committee of the Board of Directors of Momentive
Specialty Chemicals Inc., the Compensation Committee of the Board
of Managers of Momentive Performance Materials Holdings LLC, the
Company's indirect parent company and the Compensation Committee
of the Board of Directors of Momentive Performance Materials Inc.,
the Company's affiliate approved the 2013 annual incentive
compensation plan for the Company and MPM.  Each of the Company's
named executive officers and other specified members of management
are eligible to participate in the 2013 IC Plan.

Under the 2013 IC Plan, participants have the opportunity to earn
cash bonus compensation based upon the achievement of certain
division, and Parent performance targets established with respect
to the plan.  The performance targets are established based on the
following performance criteria: EBITDA (earnings before interest,
taxes, depreciation and amortization) adjusted to exclude certain
non-cash, certain non-recurring expenses and discontinued
operations ("Segment EBITDA"), environment, health & safety
("EH&S") targets which measure the rate of occupational illness
and injury (OIIR), and environmental reportable incidents (ERI),
and cash flow.  Targets for Segment EBITDA, EH&S statistics, and
cash flow for participants with non-divisional roles are based
upon the results of the Parent and its subsidiaries, including our
results and the results of MPM.  Targets for participants with
divisional, business unit/region roles are based primarily on the
division, business unit or region's results.

The performance criteria for participants are weighted by
component.  Participants have 60% of their incentive compensation
tied to achieving Parent, division, and business unit Segment
EBITDA targets, 10% (5% OIIR, 5% ERI) tied to the achievement of
Parent, division or business unit EH&S goals, and 30% tied to the
achievement of Parent or division cash flow targets.  Minimum,
lower middle, target, upper middle and maximum threshold targets
were established for the Segment EBITDA performance criteria.
Target, upper middle and maximum threshold targets were
established for the EH&S performance criteria.  And minimum,
target and maximum threshold targets were established for the cash
flow performance criteria.

The payouts for achieving the minimum thresholds are a percentage
of the allocated target award for the component (30% for Segment
EBITDA and 50% for cash flow).  There is no payout on the EH&S
component unless 100% of the target is achieved.  The payouts for
achieving the maximum thresholds are 175% or 200% of the allocated
target award, depending on the executive's position.

Each performance measure under the 2013 IC Plan acts independently
such that a payout of one element is possible even if the minimum
target threshold for another is not achieved.  Any payments under
the 2013 IC Plan are subject to the prior approval of audited
annual financial results.

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported net income of $118 million on $5.20
billion of net sales in 2011, compared with net income of $214
million on $4.59 billion of net sales in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.44 billion in total assets, $4.60 billion in total liabilities
and a $1.16 billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MOMENTIVE PERFORMANCE: 2012 Annual Incentive Plan Approved
----------------------------------------------------------
The Compensation Committee of the Board of Directors of Momentive
Performance Materials Inc., the Compensation Committee of the
Board of Managers of Momentive Performance Materials Holdings LLC,
the Company's indirect parent company and the Compensation
Committee of the Board of Directors of Momentive Specialty
Chemicals Inc., the Company's affiliate approved the 2013 annual
incentive compensation plan for the Company and MSC.  Each of the
Company's named executive officers and other specified members of
management are eligible to participate in the 2013 IC Plan.

Under the 2013 IC Plan, participants have the opportunity to earn
cash bonus compensation based upon the achievement of certain
division, and Parent performance targets established with respect
to the plan.  The performance targets are established based on the
following performance criteria: EBITDA (earnings before interest,
taxes, depreciation and amortization) adjusted to exclude certain
non-cash, certain non-recurring expenses and discontinued
operations ("Segment EBITDA"), environment, health & safety
("EH&S") targets which measure the rate of occupational illness
and injury (OIIR), and environmental reportable incidents (ERI),
and cash flow.  Targets for Segment EBITDA, EH&S statistics, and
cash flow for participants with non-divisional roles are based
upon the results of the Parent and its subsidiaries, including our
results and the results of MSC.  Targets for participants with
divisional, business unit/region roles are based primarily on the
division, business unit or region's results.

The performance criteria for participants are weighted by
component.  Participants have 60% of their incentive compensation
tied to achieving Parent, division, or business unit Segment
EBITDA targets, 10% (5% OIIR, 5% ERI) tied to the achievement of
Parent, division or business unit EH&S goals, and 30% tied to the
achievement of Parent or division cash flow targets.  Minimum,
lower middle, target, upper middle and maximum threshold targets
were established for the Segment EBITDA performance criteria.
Target, upper middle and maximum threshold targets were
established for the EH&S performance criteria. And minimum, target
and maximum threshold targets were established for the cash flow
performance criteria.

The payouts for achieving the minimum thresholds are a percentage
of the allocated target award for the component (30% for Segment
EBITDA and 50% for cash flow).  There is no payout on the EH&S
component unless 100% of the target is achieved.  The payouts for
achieving the maximum thresholds are 175% or 200% of the allocated
target award, depending on the executive's position.

Each performance measure under the 2013 IC Plan acts independently
such that a payout of one element is possible even if the minimum
target threshold for another is not achieved.  Any payments under
the 2013 IC Plan are subject to the prior approval of audited
annual financial results.

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was
$42 million.

The Company's balance sheet at Sept. 30, 2012, showed
$2.98 billion in total assets, $3.94 billion in total liabilities,
and a $960 million in total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


MOTORS LIQUIDATION: Unable to Settle Nova Scotia Litigation
-----------------------------------------------------------
The Motors Liquidation Company GUC Trust, Green Hunt Wedlake,
Inc., as trustee for General Motors Nova Scotia Finance Company,
General Motors LLC, and certain holders of notes issued by General
Motors Nova Scotia Finance Company jointly filed a statement with
the Bankruptcy Court for the Southern District of New York with
respect to the status of the ongoing litigation currently being
pursued by the GUC Trust to disallow, equitably subordinate or
reduce certain claims filed by or on behalf of the holders of Nova
Scotia Notes and the Nova Scotia Trustee in the bankruptcy cases
of Motors Liquidation Company and its affiliates.

The Statement provided notice that the Filing Parties, each of
which has an interest in the Nova Scotia Matter, had entered into
mediation with respect to the Nova Scotia Matter and that
mediation concluded without the Filing Parties reaching a
settlement.

A copy of the Statement is available for free at:

                        http://is.gd/ZE7aNf

                      About Motors Liquidation

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

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

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

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


NAMCO LLC: Connecticut Swimming Pool Retailer Files in Delaware
---------------------------------------------------------------
Namco LLC, a 37-store retailer of swimming pools and accessories,
filed a petition for Chapter 11 protection (Bankr. D. Del. Case
No. 13-10610) on March 24 in Wilmington.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that the Debtor said in court papers it owes $9.3 million to Salus
Capital Partners LLC on a secured revolving credit.  Other debt
includes $9.3 million on second-lien notes.  There is an
additional $32.7 million in unsecured debt.

According to the report, Salus will finance the bankruptcy with a
$16 million credit to refinance existing debt.

Before bankruptcy there were discussions with investors and
management to contribute $1.5 million in capital for some of the
equity.

The stores in 10 states generated revenue of $82.8 million in
2012, a decline from the year before.  The bankruptcy comes just
before the main season, where 64% of sales is generated between
April and July.

The Manchester, Connecticut-based company is owned 50-50 by
Garmark Partners II LLC and J.H. Whitney & Co.


NATIONAL HOLDINGS: Amends 29.4 Million Shares Resale Prospectus
---------------------------------------------------------------
National Holdings Corporation filed with the U.S. Securities and
Exchange Commission amendment no.1 to the Form S-1 registration
statement relating to the resale at various times by Mark
Goldwasser, Leonard Sokolow, Toby Fagenson Trust #1, Robert
Fagenson, Trustee, et al., of up to 29,451,596 shares of the
Company's common stock.  The Company will not receive any proceeds
from the sale of shares of its common stock by the selling
stockholders.

The Company will pay the expenses incurred to register the shares
for resale, but the selling stockholders will pay any underwriting
discounts, commissions or agent's commissions related to the sale
of their shares of its common stock.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "NHLD.OB".  On March 19, 2013, the closing sale
price of the Company's common stock was $0.28 per share.

A copy of the amended prospectus is available for free at:

                        http://is.gd/iQFkb8

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $16.58
million in total assets, $19.48 million in total liabilities and a
$2.89 million total stockholders' deficit.

Sherb & Co., LLP, in Boca Raton, Florida, 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 significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code."


NATIONSTAR MORTGAGE: In Settlement Talks in Loan Auctions Suit
--------------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that
Nationstar Mortgage Holdings Inc. (NSM) is in settlement talks
with an investor group that sued the mortgage servicer over
auctions of home loans backing securities.

According to the Bloomberg report, Nationstar was accused in a
lawsuit this month of auctioning loans at the expense of mortgage-
bond investors. In a letter dated March 22 and filed in New York
state court, a lawyer for the plaintiff asked for an adjournment
of a scheduled hearing, citing talks to resolve the dispute.

"The parties are engaged in settlement discussions and hope that
the additional time will lead to their successful resolution," the
lawyer, Jonathan Pickhardt, said in the letter to Justice Eileen
Bransten of New York State Supreme Court in Manhattan, Bloomberg
related.

Nationstar, which is majority-owned by Fortress Investment Group
LLC, was sued by KIRP LLC on March 7, the report said. KIRP said
the loan liquidations are a "blatant abdication" of Nationstar's
duties as servicer.  KIRP comprises a group of investment funds
that holds in aggregate $3.5 billion in original face amount of
securities from securitization trusts at issue in the case,
according to a court hearing transcript.

The case is KIRP LLC v. Nationstar Mortgage LLC, 650794- 2013, New
York State Supreme Court (Manhattan)


NAVISTAR INTERNATIONAL: Six Directors Elected to Board
------------------------------------------------------
Navistar International Corporation held its annual meeting of
stockholders on Feb. 19, 2013, at which six directors were
elected to the Board of Directors to serve a one-year term
expiring at the 2014 Annual Meeting of Stockholders and until
their successors are duly elected and qualified, namely:

   (1) John C. Pope;
   (2) Vincent J. Intrieri;
   (3) Michael N. Hammes;
   (4) Mark H. Rachesky;
   (5) Samuel J. Merksamer; and
   (6) General (Retired) Stanley A. McChrystal.

The remaining directors who did not stand for election at the
Annual Meeting and whose terms of office as directors continued
after that meeting are Lewis B. Campbell, James H. Keyes, John D.
Correnti and Dennis D. Williams.  Mr. Williams fills a seat that
is appointed by the United Automobiles, Aerospace and Agricultural
Implement Workers of America and is not elected by stockholders.
His term of office continues until his removal by the UAW.

The Company's stockholders approved the ratification of the
appointment of KPMG LLP as the Company's independent registered
public accounting firm for the fiscal year ending Oct. 31, 2013.
The Company's stockholders voted against the non-binding advisory
vote on executive compensation.  In addition, the Company's
stockholders approved the Company's 2013 Performance Incentive
Plan.

Adoption of 2013 Performance Incentive Plan

The 2013 PIP provides for the grant of annual cash incentive
awards to all employees, and stock options, restricted stock or
stock unit awards, stock appreciation rights and other stock-based
awards to all employees, any consultants of the Company and its
subsidiaries, and all non-employee directors serving on the
Company's board of directors.  A copy of the 2013 PIP is available
for free at http://is.gd/Hd15Ju

Executive Long-Term Incentive Equity Awards

The 2013 Long-Term Incentive Equity Grants will be awarded under,
and are subject to the terms and conditions of, the 2013 PIP.
The terms applicable to the 2013 Long-Term Incentive Equity Grants
are available for free at http://is.gd/WM7nqx

John J. Allen Retention Award

On Feb. 18, 2013, the Compensation Committee of the Board approved
a retention grant to Mr. John Allen, President of North America
Trucks and Parts, in the form of 36,914 restricted stock units
with a grant date fair value of approximately $1,000,000.  The
Retention Award, which was approved subject to our stockholders'
approval of the 2013 PIP, will be effective as of Feb. 19, 2013,
and will vest in its entirety on Feb. 19, 2016.  The Retention
Award will be awarded under, and will be subject to the terms and
conditions of, the 2013 PIP.  In addition, if Mr. Allen's
employment is terminated by us without "Cause" prior to Feb. 19,
2016, the Retention Award will become fully vested on the date of
termination.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.

The Company's balance sheet at Oct. 31, 2012, showed $9.10 billion
in total assets, $12.36 billion in total liabilities and a $3.26
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NCPC FACILITIES: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: NCPC Facilities Corporation
        2708 NE Main Street
        Ennis, TX 75119

Bankruptcy Case No.: 13-31449

Chapter 11 Petition Date: March 21, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

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

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Ellis County Tax office                          $16,000
109 S. Jackson Street
Drawer 188
Waxahachie, TX 75165

The petition was signed by Melvin Rieke II, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
National Converting &
  Packaging corporation                13-31358   03/15/13


NEW ENTERPRISE: S&P Retains 'CCC-' Rating on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on New
Enterprise Stone & Lime Co. Inc. (NESL), including its 'CCC-'
corporate credit rating, remain on CreditWatch with negative
implications.

"The continued CreditWatch listing follows the failure NESL to
file its already delinquent Form 10-Q quarterly financial report
for the period ended Nov. 30, 2012," said Standard & Poor's credit
analyst Thomas Nadramia.  NESL has recently filed past due
financial statements for the periods ended Feb. 28, 2012; May 31,
2012; and Aug. 31, 2012.  S&P currently anticipates that NESL will
file its third-quarter report shortly, although no assurances that
the preparation and filing of the financial statements will not be
further delayed.

Failure to provide such reports by April 1, 2013, could result in
default under the company's asset based revolving credit
agreement.  However, the company has obtained waivers from its
lenders in the past.

In addition to technical defaults under various debt obligations,
the delayed filing limits visibility of the company's operating
results and raises concern that liquidity could become more
constrained than S&P previously anticipated if cash flows are
weaker than its most recent estimates.  However, S&P has been
provided with information from the company regarding its current
liquidity situation, which appears to be sufficient for near-term
needs as long as the company's asset based revolving credit
lenders continue to provide availability under the company's
$170 million revolving credit facility.

New Enterprise is a privately held company that sells construction
materials including aggregates, concrete, and concrete products;
engages in highway construction and paving; and provides traffic
safety services and equipment.  Its operations are concentrated in
Pennsylvania and western New York.

"We will review the CreditWatch listing once the company files its
delinquent quarterly report and eliminates the prospect of a near-
term default for failure to provide timely financial information.
We will resolve our CreditWatch after we have had an opportunity
to discuss the company's liquidity, the state of its internal
controls, its most recent operating performance, and operating
prospects for the near and intermediate term," S&P said.

"We could affirm our ratings and remove them from CreditWatch if
the company resolves any potential defaults under its agreements,
and if it appears that fiscal 2013 and 2014 operating cash flows
will be neutral or modestly positive as per our estimates," S&P
added.

S&P would lower its rating to 'D' if the company fails to meet the
filing deadlines for its delinquent financial statements and if it
appears likely that lenders will pursue remedies under any
defaults.


NEW ORLEANS AUCTION: Court Rejects PR Firm's $23,400 Bill
---------------------------------------------------------
Bankruptcy Judge Elizabeth W. Magner denied the Application for
Administrative Expense of Gambel Communications, L.L.C., filed in
the Chapter 11 case of New Orleans Auction Galleries, Inc.

According to Judge Magner, Gambel has already been well-
compensated for its time.  In lieu of disgorgement of those fees,
the Court will allow Gambel to retain the fees already received
but denies approval of $23,449 for services rendered from Jan. 22,
2012, through June 13, 2012.

NOAG hired Gambel for public relations services pursuant to an
agreement dated Aug. 26, 2011.  Gambel knew NOAG was in
bankruptcy, but neither NOAG nor Gambel sought Court approval to
enter into the Contract.  Prior to entering the Contract with
Gambel, NOAG had not used a public relations firm in 15 years.

Pursuant to the Contract, NOAG has paid Gambel $26,435 in the
aggregate.

The hearing on confirmation of NOAG's Sixth Amended Plan of
Reorganization with Immaterial Modifications was held on May 25,
2012.  The Plan contemplated a sale of substantially all of NOAG's
assets.  At the confirmation hearing, NOAG's counsel represented
to the Court that bids for the purchase of NOAG's assets were due
May 28, 2012.  The Court approved the Plan, and on June 1, 2012,
the Court entered the confirmation order.

In late May 2012, Gambel became aware that NOAG was sold.  Gambel
continued to perform work for NOAG through June 13, 2012.

Gambel alleges it should be paid as an administrative expense
because it performed services benefitting the estate pursuant to
11 U.S.C. Sec. 503(b)(1)(A).  Gambel contends that the services it
performed for NOAG were incurred in the ordinary course of NOAG's
operation, such that the Plan deadline for filing administrative
expense claims does not apply.

David Adler, Trustee of the NOAG Litigation Trust, disagrees.

A copy of the Court's March 25, 2013 Reasons for Decision is
available at http://is.gd/0fra02from Leagle.com.

                About New Orleans Auction Galleries

Based in New Orleans, Louisiana, New Orleans Auction Galleries
Inc. filed for Chapter 11 bankruptcy protection on April 1, 2011
(Bankr. E.D. La. Case No. 11-11068).  Judge Elizabeth W. Magner
presides over the case.  Stewart F. Peck, Esq., Christopher T.
Caplinger, Esq., and Joseph Patrick Briggett, Esq., at Lugenbuhl
Wheaton Peck Rankin & Hubbard, represent the Debtor.  The Debtor
selected Pontchartrain Financial LLC as financial advisor, and
Patrick Gros CPA as accountant.  The Debtor estimated assets of
$100,000 and $500,000, and debts of $1 million and $10 million.

The gallery's assets were purchased by Cakebread Art Antiques
Collectables, Inc., a firm owned by Houston businesswoman Susan
Krohn, at an auction on June 1, 2012.  Auction Central News
reports that the purchase price was not disclosed, although there
has been speculation within New Orleans' antiques trade that it
was in the vicinity of $1.5 million.

NOA's Disclosure Statement was approved on April 26, 2012.  NOA's
Sixth Amended Plan of Reorganization with Immaterial Modifications
was confirmed on June 1, 2012.  As part of its Plan, NOA sold
substantially all of its assets.  Priority, administrative and
secured claims were paid following the sale.  NOA established the
NOAG Litigation Trust for the purpose of liquidating any remaining
assets and distributing the residual sale proceeds to unsecured
claimants.  David Adler, was appointed Trustee of the Trust.


NEW PEOPLES BANKSHARES: Incurs $6.3 Million Net Loss in 2012
------------------------------------------------------------
New Peoples Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $6.32 million on $33.73 million of total interest and
dividend income for the year ended Dec. 31, 2012, as compared with
a net loss of $8.91 million on $41.76 million of total interest
and dividend income during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$719.01 million in total assets, $679.14 million in total
liabilities, and $39.86 million in total stockholders' equity.

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

                       http://is.gd/fjoQXh

                   About New Peoples Bankshares

New Peoples Bankshares, Inc., is a Virginia bank holding company
headquartered in Honaker, Virginia.  New Peoples subsidiaries
include: New Peoples Bank, Inc., a Virginia banking corporation
(the Bank) and NPB Web Services, Inc., a web design and hosting
company (NPB Web).

The Bank is headquartered in Honaker, Virginia and operates 27
full service offices in the southwestern Virginia counties of
Russell, Scott, Washington, Tazewell, Buchanan, Dickenson, Wise,
Lee, Smyth, and Bland; Mercer County in southern West Virginia and
the eastern Tennessee counties of Sullivan and Washington.

According to the Company's quarterly report for the period ended
June 30, 2012, the Company and the Bank are subject to various
capital requirements administered by federal banking agencies.

"The Bank was well capitalized as of June 30, 2012, as defined by
the capital guidelines of bank regulations, however, the Company
continued to be below the minimum capital requirements as a result
of the Tier 1 leverage ratio decreasing to 3.72%, which was below
the minimum requirement of 4.00%.  Subject to the conversion of
the director notes, we expect to return to well-capitalized status
at the holding company level in 2012.  The Company's capital as a
percentage of total assets was 3.27% at June 30, 2012, compared to
3.70% at Dec. 31, 2011."


NPS PHARMACEUTICALS: Re-Gains Worldwide Rights to Teduglutide
-------------------------------------------------------------
NPS Pharmaceuticals, Inc., has re-gained the full worldwide rights
to teduglutide (trade name in Europe: Revestive(R)) and
recombinant human parathyroid hormone 1-84 (PTH 1-84) (trade name
in Europe: Preotact(R)).  NPS licensed the commercial rights to
Preotact and Revestive in 2004 and 2007, respectively, for
territories outside of North America to Nycomed, which was
acquired by Takeda Pharmaceutical Company Limited in 2011.

Under the terms of the agreement, NPS will have worldwide rights
to develop and commercialize teduglutide and PTH 1-84.  Takeda
will also assign to NPS its assets related to the two products,
including all of its active pharmaceutical ingredient inventory
and information related to the products' continued development,
manufacture, and commercialization, including life cycle
management assets.  Takeda will receive NPS common stock valued at
$50 million.  Takeda will also earn a milestone payment in the
first calendar year that combined worldwide net sales of both
products exceed $750 million.  NPS has the option of making this
milestone payment in the amount of $30 million, in cash or NPS
common stock.

"This transaction establishes NPS as a global commercial rare
disease company," said Francois Nader, M.D., president and chief
executive officer of NPS Pharmaceuticals.  "Our primary focus is
to secure reimbursement for Revestive in Europe and to finalize
our commercial strategy for both drugs to maximize their worldwide
success.  However, our 2013 priorities remain the successful U.S.
launch of Gattex and the submission of our U.S. marketing
application for Natpara."

"Orphan drugs like teduglutide, serve high unmet medical needs.
We are confident that as an orphan and specialty company, NPS is
best suited to maximize the value of teduglutide and PTH 1-84 and
ensure that as many patients as possible benefit from treatment.
The structure of this transaction allows us to participate in NPS'
future success with these products," said Dr. Frank Morich, chief
commercial officer of Takeda.

Teduglutide, marketed in the U.S. under the trade name Gattex(R),
and approved in Europe under the trade name Revestive is indicated
for the treatment of adult short bowel syndrome.  Teduglutide was
approved in the European Union and the U.S. in August and December
2012, respectively.  PTH 1-84 is approved for post-menopausal
osteoporosis in the European Union since April 2006, where it is
known under the trade name Preotact(R). NPS is developing PTH 1-84
under the brand name Natpara(R) in the U.S. for the treatment of
hypoparathyroidism.

On March 18, 2013, pursuant to the Agreement and in consideration
for the assets and rights acquired by the Company in connection
therewith, the Company agreed to issue 6,067,961 shares of its
common stock to Takeda upon completion of NASDAQ's review of the
Agreement.

Additional information can be obtained for free at:

                        http://is.gd/vCBTb9

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS reported a net loss of $36.26 million in 2011, a net loss of
$31.44 million in 2010 and a net loss of $17.86 million in 2009.
The Company's balance sheet at Sept. 30, 2012, showed $165.46
million in total assets, $212.20 million in total liabilities and
a $46.74 million total stockholders' deficit.


ORCKIT COMMS: Kesselman & Kesselman Raises Going Concern Doubt
--------------------------------------------------------------
Orckit Communications Ltd. filed with the U.S. Securities and
Exchange Commission on March 21, 2013, its consolidated financial
statements for the year ended Dec. 31, 2012.

Kesselman & Kesselman, in Tel-Aviv, Israel, expressed substantial
doubt about Orckit Communications' ability to continue as a going
concern, citing the Company's capital deficiency, recurring
losses, negative cash flows from operating activities and
significant future commitments to repay its convertible
subordinated notes.

The Company, an Israeli Corporation, reported a net loss of
$6.5 million on $11.2 million of revenues in 2012, compared with a
net loss of $17.4 million on $15.6 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $15.5 million
in total assets, $23.9 million in total liabilities, and a capital
deficiency of $8.4 million.

A copy of the Company's 2012 consolidated financial statements is
available at http://is.gd/n9DiKw

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.


OVERSEAS SHIPHOLDING: Goldmar Files Schedules of Assets & Debts
---------------------------------------------------------------
Goldmar Limited, an affiliate of Overseas Shipholding Group, Inc.,
filed with the U.S. Bankruptcy Court for the District of Delaware
its schedules of assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property     $57,954,640.78
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $17,158,412.71
                         --------------          --------------
TOTAL                    $57,954,640.78          $17,158,412.71

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: GPC Files Schedules of Assets & Debts
-----------------------------------------------------------
GPC Aframax Corporation, an affiliate of Overseas Shipholding
Group, Inc., filed with the U.S. Bankruptcy Court for the District
of Delaware its schedules of assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property     $13,736,067.11
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $21,857,406.06
                         --------------          --------------
TOTAL                    $13,736,067.11          $21,857,406.06

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Grace Files Schedules of Assets & Debts
-------------------------------------------------------------
Grace Chartering Corporation, an affiliate of Overseas Shipholding
Group, Inc., filed with the U.S. Bankruptcy Court for the District
of Delaware its schedules of assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property      $8,593,373.90
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                         $9,511,435.05
                          -------------           -------------
TOTAL                     $8,593,373.90            $9,511,435.05

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Seaways Files Schedules of Assets & Debts
---------------------------------------------------------------
International Seaways, Inc., an affiliate of Overseas Shipholding
Group, Inc., filed with the U.S. Bankruptcy Court for the District
of Delaware its schedules of assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property     $21,926,284.99
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $29,368,983.84
                         --------------          --------------
TOTAL                    $21,926,284.99          $29,368,983.84

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PALI HOLDINGS: Trustee Wins Clawback Suit Against Ex-Trader
-----------------------------------------------------------
YANN GERON, Chapter 7 Trustee of the Estate of Pali Holdings,
Inc., Plaintiff, v. DAVID PEEBLER, Defendant, Adv. Proc. No. 11-
02912 (Bankr. S.D.N.Y.), seeks turnover, under section 542 of the
Bankruptcy Code, of the proceeds of a promissory note David
Peebler executed in favor of Pali Holdings.  According to
Bankruptcy Judge Robert E. Gerber, Mr. Peebler's defenses to
payment on the Note are frivolous.  Mr. Peebler's only contention
that even warrants a written opinion is his contention that a
bankruptcy judge lacks the constitutional power to issue a final
judgment for the requested relief.

In a March 25, 2013 Decision available at http://is.gd/q98culfrom
Leagle.com, Judge Gerber ruled that summary judgment on the Note
is granted in favor of the Trustee, and a final judgment will be
entered in the Trustee's favor.

"The Court confirms its earlier oral ruling that when, as here, a
trustee's turnover rights under section 542 of the Code are
appropriately invoked (e.g. to secure the return of property of
the estate, or to monetize it), bankruptcy judges plainly have the
constitutional power to issue final judgments for turnover. On the
merits, the Court confirms its oral ruling that there []are no
material disputed issues of fact, and that Peebler has no defenses
under the Note," said Judge Gerber.

Mr. Peebler was a full-time employee of the Debtor's affiliate,
Pali Capital, Inc., beginning in January 2004.  He was employed as
a trader at Pali's Global Derivatives Desk.

In June 2007, in connection with a share purchase plan Pali
Holdings offered to certain employees, Mr. Peebler borrowed
$105,000 from Pali.  Mr. Peebler signed the Note in exchange for
the money he borrowed.  The Note obligated Mr. Peebler to repay
the $105,000 principal amount of the Loan, plus interest at 8% per
annum, in monthly installments of $700 commencing June 30, 2007.

Mr. Peebler then used the Loan amount to purchase shares in Pali.

By letter dated Oct. 11, 2011, the Chapter 7 Trustee demanded that
Mr. Peebler pay the amount due but he failed to do so.

Jones & Associates's Roland Gary Jones, Esq. --
info@jonesandassociates.com -- and the Law Office of Ira R. Abel
-- iraabel@verizon.net -- argue for David Peebler.

                       About Pali Holdings

Pali Holdings Inc. was a New York-based broker dealer.  It filed
for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-11727) on
April 1, 2010.  Mark S. Indelicato, Esq., at Hahn & Hessen LLP, in
New York, served as counsel.  The Debtor disclosed $716,257 in
assets and $31,764,247 debts in its schedules.

Pali Holdings filed for bankruptcy protection after failing to
sell its New York-based securities brokerage, Pali Capital Inc.

About six months after the Chapter 11 filing, at the Debtor's
behest, Pali Holdings' case was converted to chapter 7.  Yann
Geron was named Chapter 7 Trustee, and is represented by Fox
Rothschild LLP's John Wait, Esq., and Oksana Wright, Esq.


PATIENT SAFETY: Reports $17.6 Million Revenue in 2012
-----------------------------------------------------
Patient Safety Technologies, Inc., presented at the 25th Annual
ROTH Conference in Dana Point, California.  The Company disclosed
$17.6 million of revenue for 2012, representing an increase of
110%.  Reported operating expenses for 2012 was $9.6 million.  The
Company had $5.2 million in cash balance at Dec. 31, 2012.  A copy
of the presentation is available at http://is.gd/UpwLxm

                About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

Patient Safety reported a net loss of $1.89 million in 2011,
compared with net income of $2 million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$19.98 million in total assets, $7.51 million in total liabilities
and $12.47 million in total stockholders' equity.


PEAK RESORTS: Greek Peak Ski Resort Selling for $7.6MM Cash
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Greek Peak Mountain Resort, a ski area in Virgil,
New York, is being purchased for about $7.6 million in cash by
John Meier and Mark Stemerman.  The bankruptcy court in Syracuse,
New York, approved the sale on March 22 after an auction with four
prospective buyers and eight rounds of bidding.

                        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.


PHYSIO-CONTROL INT'L: Tighter FDA Control is Credit Negative
------------------------------------------------------------
Moody's Investors Service commented that the recent proposal by US
Food and Drugs Administration on tighter approval process for
automated external defibrillators is credit negative for US-based
defibrillator manufacturer Physio-Control International, Inc. (B2,
stable).

The proposal, if finalized, will require AED manufacturers in the
US to submit pre-market approval applications, a more rigorous,
time-consuming and costly approval processes than the current pre-
market notification process. According to the FDA, it will take
comments on the proposed order for 90 days.

Physio-Control manufactures and supplies emergency medical
response products worldwide. More than 80% of Physio-Control's
revenues are from the sale of manual external defibrillators and
related services and accessories, namely batteries and electrodes.


PLAZA VILLAGE: Section 341(a) Meeting Scheduled for April 23
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Plaza Village
Senior Living, LLC, will be held on April 23, 2013, at 3:00 p.m.
at 402 W. Broadway, Emerald Plaza Building, Suite 660 (B), Hearing
Room B, San Diego, CA 92101.  Proofs of claim due are due by
June 14, 2013.

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.

Plaza Village Senior Living, LLC, filed a Chapter 11 petition
(Bankr. S.D. Cal. Case No. 13-02723) on March 19, 2013.  Darryl
Clubb signed the petition as managing member.  The Debtor
scheduled assets of $11,533,346 and scheduled liabilities of
$15,751,246.  Andrew H. Griffin, III, Esq., of Law Offices of
Andrew H. Griffin, III, serves as the Debtor's counsel.


QBEX ELECTRONICS: Has Final OK to Use Bank's Cash Until July 1
--------------------------------------------------------------
On Feb. 1, 2013, the U.S. Bankruptcy Court for the Southern
District of Florida entered an agreed final order authorizing
QBEX Electronics Corporation, Inc., et al., to use cash collateral
of Bank Leumi USA, pursuant to a projected cash flow budget from
April 1, 2013, through July 1, 2013.

At the hearing, held Jan. 29, 2013, the Bank notified the Court
that Export Import Bank will be assigned all of the debt due to
the Bank, and will be succeeding to the Bank's right with respect
to the debt.

As adequate protection, the Bank will have nunc pro tunc to
Nov. 15, 2012, a replacement lien on all property of the Debtor
and monthly payments of interest, in accordance with the terms of
the loan documents with the Bank, on the first of each month.
Upon assignment, ExIm Bank will succeed to all rights and
interests of the Bank.

The Court makes no finding as to the extent, validity or priority
of the Bank's liens or claims in these cases, including with
respect to whether the Bank possesses valid liens on the Debtor's
inventory located in Columbia.  All parties reserve their rights
thereto.  On Jan. 25, 2013, the Official Committee of Unsecured
Creditors filed a limited objection to the Debtor's request to
"grant the Bank a security interest in the inventory located in
Columbia . . . which is presently not subject to a perfected
security interest in favor of the Bank."

                      About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on
Nov. 15, 2012.  Judge Robert A. Mark oversees the case.  Robert A.
Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson,
P.A., serve as the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.




READER'S DIGEST: Can Retain Weil Gotshal as Bankruptcy Counsel
--------------------------------------------------------------
U.S. Bankruptcy Judge Robert D. Drain has authorized RDA Holdng
Co. and its affiliates to employ Weil, Gotshal & Manges LLP, as
attorneys for the Debtors, nunc pro tunc to the Petition Date,
under a general retainer, and in accordance with its normal hourly
rates and disbursement policies in effect from time to time.

Weil is expected to provide these services:

     a. Prepare on behalf of the Debtors, as debtors in
        possession, all necessary motions, applications, answers,
        orders, reports, and other papers in connection with the
        administration of the Debtors' estates;

     b. Take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions on
        the Debtors' behalf, the defense of any actions commenced
        against the Debtors, the negotiation of disputes in which
        the Debtors are involved, and the preparation of
        objections to claims filed against the Debtors' estates;

     c. Take all necessary actions in connection with chapter 11
        plans and related disclosure statement(s), and all related
        documents, and such further actions as may be required in
        connection with the administration of the Debtors'
        estates; and

     d. Perform all other necessary legal services in connection
        with the prosecution of these chapter 11 cases.

Weil's current customary U.S. hourly rates, subject to change from
time to time, are:

     Members and Counsel      $800 to $1,075
     Associates               $450 to $795
     Paraprofessionals        $185 to $335

To the best of the Debtors' knowledge, Weil Gotshal & Manges is a
"disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b),
and does not hold or represent an interest adverse to the estates.

                     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: Can Employ Epiq as Administrative Advisor
----------------------------------------------------------
The Bankruptcy Court has authorized RDA Holding Co. and its
affiliates to employ Epiq Bankruptcy Solutions LLC as
administrative advisor, nunc pro tunc to the Petition Date, to
provide these bankruptcy administrative services:

     a. Assisting with, among other things, solicitation,
        balloting and tabulation and calculation of votes, as well
        as preparing any appropriate reports, as required in
        furtherance of confirmation of plan(s) of reorganization;

     b. Generating an official ballot certification and
        testifying, if necessary, in support of the ballot
        tabulation results;

     c. Gathering data in conjunction with, and assisting in the
        preparation of, the Debtors' schedules of assets and
        liabilities and statements of financial affairs;

     d. Generating, providing and assisting with claims reports,
        claims objections, exhibits, claims reconciliation, and
        related matters;

     e. Managing any distributions pursuant to a confirmed plan of
        reorganization; and

     f. Providing such other claims processing, noticing,
        solicitation, balloting and other administrative services
        and data preservation and litigation services described in
        the Services Agreement but not included in the Section
        156(c) Application, as may be requested from time to time
        by the Debtors, the Court or the Clerk.

To the best of the Debtors' knowledge, Epiq is a "disinterested
person," as that phrase is defined in Bankruptcy Code Sec.
101(14), as modified by Bankruptcy Code Sec. 1107(b), and does not
hold or represent an interest adverse to the estates.

                     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: Authorized to Hire Ernst & Young as Tax Provider
-----------------------------------------------------------------
Judge Robert D. Drain has authorized RDA Holding Co. and its
affiliates to employ Ernst & Young LLP as their tax and audit
services provider nunc pro tunc to the Petition Date.

The firm and its professionals have extensive and specialized
institutional knowledge of the Debtors and their tax structure
that is vital to the Debtors and their ability to successfully
reorganize.  Certain professionals at EY LLP have provided tax
advisory services to the Debtors for a period spanning over the
past 10 years and they are directly responsible for assisting the
Debtors in implementing their current global tax structure.  The
knowledge these professionals, and EY LLP as a whole, have
acquired over that period of time will be instrumental to the
Debtors during these chapter 11 cases and on a go-forward basis.
Moreover, due to the recent departure of the Debtors' Vice
President in charge of global tax, the institutional knowledge of
EY LLP becomes even more critical to the Debtors.

EY LLP also will be providing restructuring tax advisory services,
including the tax implications relating to both domestic and
international reorganization and restructuring alternatives.  In
addition, EY LLP will be providing routine on-call tax advisory
services.  EY LLP's long-time and extensive knowledge of the
Debtors' and their tax structure makes them the most efficient
choice to provide these services.

The Debtors are also authorized to engage EY LLP for certain
limited and discrete audit services related to the reissue of EY
LLP's 2011 audit opinion.  EY LLP previously served as the
Debtors' independent outside auditing firm from 2006 through
2011.

EY LLP has agreed to provide certain audit and tax services to the
Debtors in connection with the chapter 11 cases:

     a) Audit Engagement Letter: EY LLP will reissue its report on
        the Debtors' December 31, 2011 financial statements and
        perform related services.

     b) Tax Services Engagement Letter: EY LLP will perform
        certain tax services as set forth in specific Statements
        of Work executed pursuant to the Tax Services
        Engagement Letter.

     c) Bankruptcy Tax Services SOW: EY LLP will work with
        appropriate Company personnel in developing an
        understanding of the tax issues and options related to the
        Company's Chapter 11 filings, taking into account the
        Company's specific facts and circumstances, for US
        Federal, International and State and local tax purposes.

     d) Routine On Call Tax Advice SOW: EY LLP will provide tax
        advisory services to the Debtors.

The Debtors will compensate EY LLP on an hourly basis, at rates
ranging from $240 to $871 per hour.  In addition, the Debtors have
agreed to reimburse EY LLP for all reasonable, documented out of
pocket expenses actually incurred by EY LLP.

To the best of the Debtors' knowledge, EY LLP is a "disinterested
person," as that phrase is defined in Bankruptcy Code Sec.
101(14), as modified by Bankruptcy Code Sec. 1107(b), and does not
hold or represent an interest adverse to the estates.

                     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: Can Hire Sitrick as Communications Consultant
--------------------------------------------------------------
The Bankruptcy Court authorized RDA Holding Co. and its affiliates
to employ Sitrick and Company as communications consultant, nunc
pro tunc to the Petition Date, to provide these services:

     a) Develop and implement communications programs and related
        strategies and initiatives for communications with the
        Debtors' key constituencies regarding the Debtors'
        operations and progress through the chapter 11 process;

     b) Develop public relations initiatives for the Debtors to
        maintain public confidence and internal morale during the
        chapter 11 process;

     c) Prepare press releases and other public statements for the
        Debtors, including statements relating to major chapter 11
        events;

     d) Prepare other forms of communication to the Debtors' key
        constituencies and the media;

     e) Develop and maintain a website containing communications
        materials for various constituencies regarding the
        restructuring; and

     f) Perform such other communications consulting services as
        may be requested by the Debtors.

Sitrick's standard hourly billing rates range from $195 to $895,
depending on the professional performing the services.

Sitrick received from the Debtors an aggregate of $145,000 as
advance payments for professional services performed and expenses
incurred.  Sitrick has used the advance payments to credit the
Debtors' account, and has reduced the balance of the credit
available to the Debtors by the amount of such charges.  As of
February 16, 2013, Sitrick has a remaining credit balance in favor
of the Debtors in the amount of $11,750.

To the best of the Debtors' knowledge, Sitrick is a "disinterested
person," as that phrase is defined in Bankruptcy Code Sec.
101(14), as modified by Bankruptcy Code Sec. 1107(b), and does not
hold or represent an interest adverse to the estates.

                     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.


REEVES DEVELOPMENT: Proposes 100% Recovery Plan
-----------------------------------------------
Reeves Development Company, LLC, delivered to the U.S. Bankruptcy
Court for the Western District of Louisiana, Lake Charles
Division, a Chapter 11 plan of reorganization and accompanying
disclosure statement to reorganize the Debtor's debt and pay all
allowed claims in full.

Under the Plan, on the effective date, all allowed accrued
interest calculated at the non-default contractual rate of 4% per
annum plus any amounts allowed by the Court pursuant will be
capitalized and added to the outstanding principal balance due
under the note issued by Iberia Bank.  The maturity of the Iberia
Note will be extended to 60 months from the Effective Date.  The
Debtor will then repay the New Principal Balance with interest
accruing at the non-default contractual rate of 4% per annum from
the Effective Date.

Holders of Allowed Secured Vendor Claims will receive quarterly
interest payments equal to 2% per annum on the outstanding
principal balance, plus an amount equal to the claim holders' pro
rata share as to the total allowed outstanding principal balances
of the total claims of an amount equal to $1,500 per acre for each
acre of land sold by the Debtor.

Branch Banking and Trust has agreed to a settlement of its
unsecured claims against the Debtor in exchange for certain
concessions from Debtor's affiliated company, Houma Dollar
Partners, LLC.  In exchange for these concessions, the Debtor has
agreed to forgo any payments due from Houma Dollar Partners, LLC.
The arrangement is subject to court approval in the bankruptcy
case of Houma Dollar Partners, LLC Case No. 12-20649

The Allowed General Unsecured Claims, which class of claims
includes potential contract offset claims of $152,552, will be
paid quarterly interest payments equal to 2% of the outstanding
balance of the approved claim.

Holder of the Subordinated Claim of Reeves Commercial Properties,
LLC, agrees that it will not receive any payments for its claims,
until all other approved claims under the Plan have been paid in
full.

Equity holders have likewise agreed to forgo any payments under
the Plan until all creditors have received principal payments
totaling 50% of the approved balance as of the effective date.
Any payments to Equity holders allowed under the Plan will be
limited to an amount equal to the tax liability passed through to
the equity holders by the Debtor.

A full-text copy of the Disclosure Statement dated Feb. 27, 2013,
is available for free at http://bankrupt.com/misc/REEVESds0227.pdf

                     About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Steffes,
Vingiello & McKenzie, LLC, in Baton Rouge, serves as the Debtor's
counsel.

Reeves Development schedules assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


RESIDENTIAL CAPITAL: Ambac Disputes Servicing Trigger Deals
-----------------------------------------------------------
Ambac Assurance Corporation and the Segregated Account of Ambac
Assurance Corporation previously objected to Residential Capital
LLC's assumption and assignment of 64 securitization deals in
connection with the sale of the Debtors' assets.

The Debtors, in response, ask the Court to reject Ambac's
objection of with respect to 46 of the deals, which do not contain
servicing triggers, and for which Ambac has not asserted a cure
claim.  With respect to the servicing trigger deals, the Debtors
argue that Ambac's objection advances an erroneous interpretation
of the sale order.

The Official Committee of Unsecured Creditors joins in the
Debtors' objection.  In response, Ambac seeks that the Court
confirm that Ocwen must accept assignment of the contracts, if at
all, subject to all benefits and burdens, notwithstanding anything
in the Sale Order that may or may not reasonably be read to
require a different outcome.

The Debtors and Ambac jointly advised the Court that they intend
to proceed with the hearing scheduled for March 28, 2013, at 2:00
p.m.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: Advisors Bill $82MM for Sept.-Dec. Period
--------------------------------------------------------------
Professionals employed in Residential Capital's Chapter 11 cases
filed applications seeking approval of fees and expenses totaling
more than $82 million for the second interim fee period.

A hearing on the interim fee applications will be held on
April 11, 2013.  Objections to any Application are due no later
than March 25.  Any reply by an applicant must be filed by
April 9.

A. Debtors' Professionals

Professional               Period          Fees      Expenses
------------               ------          ----      --------
Bradley Arant Boult       2012/09/01-    $4,257,795   $227,136
Cummings LLC              2012/12/31

Carpenter Lipps &         2012/09/01 -   $1,877,415   $641,079
Leland LLP                2012/12/31

Centerview Partners LLC   2012/09/01 -   $1,200,000    $29,452
                          2012/12/31

Curtis, Mallet-Prevost,   2012/09/01 -     $623,725     $2,137
Colt & Mosle LLP          2012/12/31

Deloitte & Touche LLP     2012/09/01 -   $1,697,678         $0
                          2012/12/31

Dorsey & Whitney LLP      2012/09/01 -     $157,027       $125
                          2012/12/31

Fortace LLC               2012/09/01 -   $1,491,871    $17,822
                          2012/12/31

FTI Consulting, Inc.      2012/09/01 -   $7,238,803   $250,791
                          2012/12/31

Hudson Cook, LLP          2012/05/15 -   $1,206,481    $15,463
                          2012/12/31

KPMG LLP                  2012/09/01 -     $720,798    $56,006
                          2012/12/31

Locke Lord LLP            2012/09/01 -     $343,987     $4,548
                          2012/12/31

Mercer (US) Inc.          2012/09/01 -     $100,455    $13,277
                          2012/12/31

Morrison & Cohen          2012/09/01 -     $751,416    $12,391
                          2012/12/31

Morrison & Foerster LLP   2012/09/01 -  $20,712,177   $418,544
                          2012/12/31

Orrick, Herrington &      2012/09/01 -     $674,764       $611
Sutcliffe LLP             2012/12/31

Pepper Hamilton LLP       2012/05/15 -   $2,226,584    $87,327
                          2012/12/31

Prince Lobel Tye LLP      2012/11/01 -       $5,546     $1,802
                          2012/11/30

Rubenstein Associates     2012/09/01 -      $10,811     $3,538
                          2012/12/31

Severson & Werson PC      2012/09/01 -   $1,144,734   $218,413
                          2012/12/31

Towers Watson Delaware    2012/08/30 -     $138,966     $9,550
                          2012/12/31

Troutman Sanders, LLP     2012/09/01 -     $498,063     $9,645
                          2012/12/31

Zeichner Ellman & Krause  2012/05/14 -     $213,616     $3,884
                          11/30/2012

B. Committee's Professionals

Professional               Period          Fees      Expenses
------------               ------          ----      --------
AlixPartners LLP           2012/09/01 -  $3,973,550    $41,862
                           2012/12/31

Analytic Focus, LLC        2012/08/28 -    $608,500       $216
                           2012/12/31

Coherent Economics, LLC    2012/08/11 -    $960,003    $11,592
                           2012/12/31

Epiq Bankruptcy Solutions  2012/05/22 -     $95,373   $189,397
                           2012/12/31

J.F. Morrow                2012/09/05 -    $135,140     $1,345
                           2012/12/31

Kramer Levin Naftalis &    2012/09/01 - $15,217,784   $385,666
Frankel LLP                2012/12/31

Moelis & Company LLC       2012/09/01 -  $2,400,000   $197,895
                           2012/12/31

Pachulski Stang Ziehl &    2012/09/19 -    $341,678     $4,267
Jones LLP                  2012/12/31

San Marino Business        2012/08/11 -    $190,422    $11,287
Partners LLC               2012/12/31

SilvermanAcampora LLP      2012/10/25 -     $59,525       $129
                           2012/12/31

C. Examiner's Professionals

Professional               Period          Fees      Expenses
------------               ------          ----      --------
Chadbourne & Parke LLP     2012/09/01 -  $17,301,345  $563,507
                           2012/12/31

Arthur J. Gonzalez         2012/09/01 -     $114,750        $0
                           2012/12/31

Mesirow Financial          2012/09/01 -  $10,671,089   $68,482
Consulting, LLC            2012/12/31

Wolf Haldenstein Adler     2012/10/15 -       $9,529       $47
Freeman & Herz LLP         2012/12/31

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: Proposes $6.9-Mil. in KEIP Payments
--------------------------------------------------------
Residential Capital, LLC, and its debtor-affiliates seek
permission from Judge Martin Glenn of the U.S. Bankruptcy Court
for the Southern District of New York to create and implement:

     -- a key employee incentive plan (Estate KEIP) for six
        insider-level employees,

     -- a key employee retention plan (Estate KERP) for 155
        critical non-insider employees, and

     -- an executive key employee incentive plan (Executive
        KEIP) for two executive employees.

The size of the employee payments is estimated to total $6.9
million, with additional $400,000 for administrative liability
related to the Estate KERP.

The Debtors tell the Court that the KEIPs and the KERP are
important because, beginning January 1, 2013, they will no longer
participate in the Ally Financial Inc. Long-Term Equity
Compensation Plan or continue the Residential Capital, LLC Annual
Incentive Plan, which compensates a vast majority of their
employees in the form base salary and variable pay, typically in
the form of awards.

                           Estate KEIP

Under the Estate KEIP, estimated to total approximately $2.3
million, the Debtors will incentivize six insider employees,
including the Chief Business Officer plus the senior leadership
team across the Administration/Human Resources, IT, Legal
Claims/Claims Recovery, Asset Disposition, and Finance/Accounting.

The Estate KEIP will be a multi-year plan with the initial year
covering the 12-month period from January 1 to December 31, 2013.
Assuming target-level performance, the payments under the Estate
KEIP for the first year will total approximately $2.2 million at
its target incentive.  The Estate KEIP Awards range from 60% to
169%, with an average annual target award of $360,000. Payment of
target awards is contingent upon achieving certain metrics,
including the asset recovery metrics hinged on the sale of
approximately $1 billion of loans insured by the Federal Housing
Administration or the U.S. Department of Veterans Affairs.  Awards
and metrics for the second year and subsequent years will be set
with approval from the Creditors' Committee before the end of the
then-current plan period.

                           Estate KERP

The Estate KERP is a retention plan with awards communicated to
participants at the beginning of the plan period.  The Estate KERP
will be a multi-year plan with the initial year covering the 12
month period from January 1 to December 31, 2013.  Awards for the
second year and subsequent years will be set with approval from
the Creditors' Committee three months before the end of the then-
current plan period.

Payment of awards is contingent upon the employee's remaining with
the Estate through the stated retention date.  As the Estate KERP
is replacing all incentive programs, the entire Estate population
will be eligible for the Estate KERP except for: (i) insiders who
will participate in either the Estate or Executive KEIP; (ii)
employees with a retention period of less than four months; (iii)
members of the originations pipeline wind down workstream; and
(iv) employees identified as transitional employees that are
retained with the Estate for the period  of one to five months
assisting in the transition of Estate operations.

The following is a chart depicting the number of individuals in
each criticality tier by job level:

                  Tier 1           Tier 2             Tier 3
             ----------------- ----------------- -----------------
               # of      Award   # of      Award   # of      Award
             Employees as % of Employees as % of Employees as % of
                          Base              Base              Base
                        Salary            Salary            Salary
             --------- ------- -------- -------- --------- -------
Director        14       71%       3        46%       1       22%
Manager          9       49%       8        41%       1       19%
Individual
Contributor     7       38%      22        26%      30       20%
Admin/Clerical   -        -        -         -        4       17%
Non-Core         -        -       56        17%       -        -

The Estate KERP plan will have a year one cost up to $4.4 million
(approximately $4.1 million plus an additional $350,000 for
administrative flexibility).

                       Executive KEIP

The Executive KEIP provides potential performance incentives for
the Chief Financial Officer and the Capital Markets Officer, in
the event they achieve performance metrics that align with
creditor goals.

The CFO and CMO will each remain with the Estate for a limited
duration to manage and transition certain critical functions, such
as serving on the Board of Directors of Residential Capital, LLC
and its subsidiaries and holding licenses for state originations;
overseeing the closing of the origination pipeline wind-down;
overseeing and supporting the strategic asset disposition process
for assets from Government National Mortgage Association (Ginnie
Mae or GNMA); ensuring transitional services and statements of
work are functioning, compliant and cost effective; supporting the
closure of examiner information requests and business
understanding; interfacing and negotiating with regulators, U.S.
Department of the Treasury, GNMA, U.S. Department of Housing and
Urban Development, and creating counterparties; completing year-
end financial statement audit and transition finance monthly close
activities; supporting the development of a consensual Plan of
Reorganization; and assisting in addressing post-close
accounting/purchase price issues.

The Executive KEIP is a four-month plan ending May 3, 2013, with
potential extension provisions for an additional two months.  One
week before the end of the Executive KEIP Plan Period, or if
extended, the end of the extended plan period, the Chief
Restructuring Officer and the Creditors' Committee would provide
in writing a formal notice of a one month extension.

Assuming target-level performance, the payments under the
Executive KEIP will total approximately $400,000 at its target
incentive through the Executive KEIP Plan Period.  If the
Executive KEIP Plan Period is extended then the award would be
increased pro-rata for every additional month.

Target awards through the Executive KEIP Plan Period are payable
contingent upon achievement of four metrics, including the GNMA
Deliveries metric, the GNMA Restricted Cash metric, and the
Extension of MSR Sale Agreement metric.

A hearing on the request is scheduled for April 11, 2013, at 3:00
p.m. (prevailing Eastern Time).  Objections are due no later than
April 4.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: Has Settlement With People's Choice Trustee
----------------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates ask the U.s.
Bankruptcy Court in Manhattan to approve settlement agreements
entered into by and between Ronald F. Greenspan, as the trustee of
the liquidating trusts of People's Choice Home Loan, Inc., and its
affiliates, and Debtors Residential Funding Company, LLC and
Homecomings Financial, LLC.

The agreements settle claims filed by the ResCap Debtors against
the PC estates for obligations due and outstanding under several
prepetition contracts among the parties.  The agreements provide
that:

   -- RFC's claim relating to its prepetition warehousing credit
      agreement with PCHLI and People's Choice Funding, Inc.,
      will be allowed for $44,082,558, less $725,000 for the
      settlement payment RFC received in April 2008, and
      postpetition interest in the amount of $3,279,320;

   -- RFC's claim for alleged breaches under prepetition mortgage
      purchase agreements and for additional costs in connection
      with mortgage loan sales is allowed as a general, unsecure,
      non-priority claim for $21,321,618; and

   -- Homecomings' claim for repurchase or cure obligations under
      its prepetition loan purchase agreement is allowed as a
      general, unsecured, non-priority claim for $157,644.

The proposed settlement will be presented in Court on April 12,
2013, at 12:00 p.m. (ET).  Objections are due April 5.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


REVEL AC: Files for Chapter 11 With Prepack Plan
------------------------------------------------
Revel AC Inc., owner of the struggling Revel casino in Atlantic
City, N.J., has sought bankruptcy protection (Bankr. D.N.J. Lead
Case No. 13-16253) in Camden, New Jersey, to reduce debt by $1.25
billion.

Under a prepackaged plan of reorganization filed together with the
petition, Revel will reduce its debt by more than 82% from $1.52
billion to $272 million, through a debt-for-equity conversion.
Revel has secured votes from a supermajority of its lenders, which
is in excess of the amount required for the court to approve the
plan.

Jeffrey Hartmann, Revel's Interim chief executive officer,
commented, "Backed by overwhelming lender support, we remain on
track to complete our financial restructuring ahead of the
critical summer season.  We will emerge from this recapitalization
positioned for long-term success, with the financial capacity to
pursue our amenity enhancement opportunities, and the ability to
continue providing our guests with a signature Revel experience."

The Company expects to complete its restructuring within 45 to 60
days and anticipates emerging from Chapter 11 by early summer.

                         Road to Bankruptcy

Revel, Atlantic City's first new casino since 2003, opened in
April at a cost of $2.6 billion.  When initially opened, Revel
hoped to pull the Atlantic City casino industry out of a five-year
slump, created by the sluggish economy and competition from
casinos in surrounding states.

After opening its doors on April 2, 2012, however, Revel incurred
gross operating losses of $35 million and $37 million in the
second and third quarters of 2012, respectively.  In 2012, the
Debtors' earnings before interest, taxes, depreciation and
amortization was ($111.1 million).

Revel was forced to close for six days, starting Oct. 28, due to
Hurricane Sandy.  New Jersey Governor Chris Christie declared a
state of emergency in Atlantic County and ordered a mandatory
evacuation for Atlantic City.

In November 2012, New Jersey casino officials warned federal
regulators about the Debtors' growing debt load of more than
$1.4 billion, which they believed could lead to bankruptcy or
foreclosure if revenues did not increase in the foreseeable
future.

In January 2013, Atlantic City suffered yet another decline in
year-over-year gaming revenue.  The gross gaming revenue in
January 2013 was $205.6 million, which was down 13.2 percent from
January 2012.  Only one of the 12 Atlantic City casinos posted a
year-over-year increase in gaming win.

Revel's January earnings results constituted a drop of 19% from
December 2012 and were the second-worst monthly earnings results
in its nine-month history.

Consequently, the Debtors commenced negotiations with secured
lenders.  The talks resulted in subsequent extensions that enabled
the company to finalize the build-out of Revel, expand the casino
amenities and obtain liquidity, the Debtors have not generated
sufficient revenues to meet their ongoing debt obligations.

In response to the Debtors' depressed financial performance and
declining financial condition, the Debtors determined it was in
the best interests of the business to agree to terms for a
comprehensive restructuring to be effectuated through the Chapter
11 Cases.

                  Prepetition Capital Structure

As of March 13, 2013, the Debtors had total outstanding debt
inclusive of the accrued and unpaid interest and fees, of $1.503
billion:

   (a) $192 million in principal plus $2.4 million in interest
       under their senior secured 2012 credit  agreement,

   (b) $896 million in principal plus $25.5 million in interest
       under their senior secured term loan facility, and

   (c) $366 million in principal plus $21.5 million in interest
       under their 12% second lien notes due 2018.

                          Chapter 11 Plan

The Prepackaged Plan provides for these terms:

     -- $208 million in loans outstanding under the 2012 credit
agreement (Class 1) will be repaid in full in cash by the proceeds
of the DIP facility or the second lien exit facility, as
applicable; provided, that unless otherwise agreed, any letters of
credit issued as of the Petition Date shall be deemed to be issued
under the DIP Facility or cash collateralized at 103% of any
letter of credit exposure.  Recovery: 100%.

     -- Approximately $923 million of loans outstanding under the
term loan credit agreement (Class 2) will be converted into 100%
of new common equity to be issued by the Reorganized Debtors.
Impaired. Recovery: 19%.

     -- Holders of the approximately $388 million in obligations
under the second lien notes (Class 3) will receive their Pro Rata
share of the "contingent payment rights" of up to an aggregate
amount of $70 million. The contingent payment rights will be non-
recourse to the Reorganized Debtors and shall expire on the
earlier of (a) 20 years after the State of New Jersey first
reimburses the Debtors with an ERG Grant Payment, and (b) the date
upon which the ERG Proceeds disbursed on account of the contingent
payment rights equal an aggregate amount of $70 million.
Impaired.  Recovery: 18%.

     -- Holders of priority non-tax claims (Class 4), and other
secured claims (Class 5) are unimpaired and are deemed to accept
the Plan.  Recovery: 100%.

     -- General Unsecured Claims (Class 6) will reinstated, paid
in the ordinary course of business, or paid upon the later of the
Effective Date, the date on which the general unsecured claim
against the reorganized debtors becomes an allowed general
unsecured claim, or such other date as may be ordered by the
Bankruptcy Court.  Unimpaired.  Deemed to Accept.  Recovery: 100%.

     -- All intercompany claims (Class 7) will be reinstated in
full or in part or cancelled or discharged in full or in part, in
each case, to the extent determined appropriate by the Reorganized
Debtors.  Unimpaired.  Deemed to Accept. Recovery: 100%.

     -- All existing interests, including all warrants, will be
extinguished and existing equity holders (Class 9) and warrant
holders (Class 8) will not receive or retain on account of such
interests any property under the Plan.  Impaired.  Deemed to
Reject.  Recovery 0%.

Upon the Effective Date, the Debtors expect to pay $10 million in
fees and expenses on account of retained professionals and
approximately $22 million in administrative claims and priority
claims, including among other things, certain 503(b)(9) Claims and
priority tax claims.

After making payments for administrative claims, and taking into
account cash flow related to ongoing operations, borrowings of
approximately $12 million under the first lien exit facility, and
borrowings under the second lien facility, the Reorganized Debtors
expect to have an at least $63 million in availability under the
first lien exit facility.

After emergence from Chapter 11, the only debt obligations with
recourse to the Reorganized Debtors will consist of:

  (i) the first lien exit facility comprised of a revolving credit
      facility in the amount of approximately $75 million;

(ii) the second lien exit facility comprised of term loans of
      approximately $260 million


                     Plan Confirmation in May

To evidence their support of the Debtors' restructuring plan,
87.0% of the holders of the 2012 credit agreement claims, 76.0% of
the holders of the term loan credit agreement claims, and 76.1% of
the holders of the second lien note claims have executed the
Restructuring Support Agreement, dated as of Feb. 19, 2013,
amended March 8 and March 13.

Under the RSA, the Debtors are required, among other things, to
request that a hearing to confirm the Plan be scheduled by May 22.
Accordingly, the Debtors seek confirmation in accordance with this
timetable:

     Voting Record Date                         March 12, 2013

     Distribution of Solicitation Package       March 13, 2013

     Lender Voting Deadline                     March 20, 2013

     Petition Date                              March 25, 2013

     Distribution of Confirmation Hearing
       Notice                                   March 28, 2013

     Noteholder Voting Deadline                 April 10, 2013

     Objection Deadline                         May 6, 2013

     Reply Deadline                             May 10, 2013

     Confirmation Hearing                       May 13, 2013

                      $250-Mil. DIP Financing

Certain of Revel's lenders will provide approximately $250 million
in debtor-in-possession financing (DIP), approximately $42 million
of which constitutes new money commitments and approximately $208
million of which constitutes prepetition debt.

In addition, Revel will obtain $335 million in exit financing,
which consists of a $75 million revolver and $260 million term
loan.  The proceeds of the exit facility will be used to provide
Revel with additional working capital, fund certain capital
expenditures, repay the DIP financing, and pay expenses related to
the restructuring upon emergence from Chapter 11.

                         Business as Usual

Revel said the restructuring is not expected to impact Revel's
guests, employees or vendors.  Throughout the restructuring, Revel
intends to continue normal business operations.  All services,
guest loyalty plans and promotions, dining, scheduled
entertainment, programming and events will continue to move
forward without change or interruption, and that employees and
vendors will be paid in the normal course of business.

                          First Day Motions

The Debtors have filed a variety of first day motions.

The Debtors seek authorization to honor prepetition obligations to
their customers and continue certain customer programs, which
include, without limitation, chips, marker, credit programs,
loyalty programs, and other gaming programs at Revel.  Revel also
seeks to pay all employees their wage Claims in the ordinary
course of business.  As for vendors, the Debtors seek an order
from the Bankruptcy Court authorizing the payment of certain
claims of vendors and certain other unsecured creditors, including
certain claims that arose prior to our bankruptcy filing, as they
become due in the ordinary course of business, subject to the
continuation of ordinary trade terms.

The Debtors also seek authority to set a bar date for all claims
of $2.5 million and above that is 45 days after the Petition Date

Moreover, the Debtors seek an order from the Bankruptcy Court
authorizing them to establish notification and hearing procedures
regarding the transfers of, or declarations of worthlessness for
federal or state tax purposes with respect to, common stock in
Revel AC, Inc. or of any beneficial interest therein that must be
complied with before trades or transfers of such securities or
declarations of worthlessness become effective and ordering that
any purchase, sale, or other transfer of, or declaration of
worthlessness with respect to, the common stock in violation of
the proposed notification and hearing procedures shall be void ab
initio.  The Debtors said they need to protect and preserve their
valuable tax attributes.

A copy of the Plan is available for free at:

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

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

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

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

At Sept. 30, 2012, the Company had $1.14 billion in total assets,
$1.39 billion in total liabilities and a $243.12 million total
owners' deficit.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.


REVEL AC: Seeks Approval of $250MM DIP Loans, $335MM Exit Loans
---------------------------------------------------------------
Revel AC Inc. has secured $250 million in postpetition debtor-in-
possession financing to ensure that ongoing business operations --
and overall enterprise value -- can be preserved, protected, and
undisrupted during its prepackaged Chapter 11 restructuring.

The DIP financing, which is being provided by existing lenders,
consists of a $125 million revolving loan and a $125 million term
loan.  Approximately $42 million of the DIP financing constitutes
new money commitments.  The remaining $208 million will be used to
refinance or "roll-up" amounts outstanding under the 2012 credit
agreement.

The Debtors say that through constructive negotiations with their
lenders, and in coordination with the Office of the United States
Trustee, the Debtors were able to obtain important concessions
from the DIP lenders -- most notably, a revised 2012 credit
agreement pay-down structure that allows the Debtors to roll-up
the 2012 credit agreement over time during the interim period, as
opposed to a full immediate pay-down in cash.

The Debtors will grant adequate protection to the 2012 lenders and
the term loan lenders in the form of replacement liens and claims.

The DIP term loan and revolving facilities will expire May 30,
2013, subject to an extension to allow for any gaming approvals.
The Debtors though are required to achieve certain milestones,
including (a) final approval of the DIP financing will be entered
by April 24, 2013, (b) a combined hearing on the Plan and
disclosure statement will have been held on or before May 22,
2013, and (c) an order confirming the Plan will be entered by the
Court on or before May 15, 2013, and (d) the Plan effective date
will have occurred on or before May 30, 2013.

The Debtors say that the decision to proceed with the DIP
financing was made only after a diligent but fruitless search for
superior financing alternatives demonstrated that the DIP
financing is the best and only viable financing option available
to the Debtors.

The Debtors note that the DIP financing, which is contemplated
under the Prepackaged Plan, has the overwhelming consent and
support of key creditor constituencies.  As of the Petition Date,
100% of the holders of the 2012 credit agreement claims and 100%
of the holders of the term loan credit agreements claims voting on
the Plan have voted to accept the Plan.

                         Exit Financing

The Debtors seek authority to enter into a (a) senior secured exit
financing facilities engagement letter with JPMorgan Chase Bank,
N.A., as sole and exclusive administrative agent, J.P. Morgan
Securities LLC, as sole and exclusive lead arranger and
bookrunner, and (b) certain senior secured exit financing
facilities fee letter with JP Morgan Securities.  The exit
facility letters will formally engage JPMorgan to continue, on a
postpetition basis, the structuring, arranging and syndicating of
the Debtors' proposed first lien exit facility.

Under its prepackaged Chapter 11 plan, Revel will obtain
$335 million in exit financing, which consists of a $75 million
revolver and $260 million term loan.  The proceeds of the exit
facility will be used to provide Revel with additional working
capital, fund certain capital expenditures, repay the DIP
financing, and pay expenses related to the restructuring upon
emergence from Chapter 11.

The Debtors agree to pay the lenders under the exit facilities and
J.P. Morgan Securities $6.2 million in aggregate fees in addition
to the costs and expenses associated with the exit facilities as
well as the ticking fees payable to each lender that agreed to
provide a revolving commitment with respect to the exit
facilities.

                      Exit Facility Under Seal

The Debtors are seeking Court permission to file the exit facility
fee letter under seal.  The Debtors explained that the document
contains sensitive and confidential proprietary information with
respect to the terms and conditions of J.P. Morgan Securities'
services.  In light of the highly competitive nature of the
lending industry, the parties have agreed that the fees and other
sensitive information set forth in the exit facility fee letter be
kept confidential.

Only the U.S. Trustee and the Court are receiving unsealed copies
of the exit facility fee letter.  Any official committee of
unsecured creditors, to the extent appointed, will also receive a
copy on a confidential "professional eyes only" basis.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc., along with four affiliates, sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.


REVEL AC: Wanst to Pay Trade Claims in Ordinary Course
------------------------------------------------------
Revel AC Inc.'s prepackaged Chapter 11 plan provides that all
general unsecured claims, including trade claims, will be
unimpaired and paid in the ordinary course of business.  The
Debtors intend to present the Plan for confirmation in May.

The Debtors intend to pay certain unsecured claims even before the
Plan is confirmed.  The Debtors have filed a motion to pay
prepetition claims of general unsecured trade creditors in the
ordinary course of business.

The Debtors said they incur obligations to various creditors that
provide the Debtors with a variety of goods and services.
According to the Debtors, authorizing payment of trade claims in
the ordinary course of business will minimize any disruption to
the Debtors' business and will allow for a smooth expeditious
reorganization in the Chapter 11 cases.

The Debtors estimate that, as of the Petition Date, they owe
$27 million on account of undisputed trade claims.  The Debtors
are not seeking to pay these amounts immediately, but rather to
pay such amounts as they become due and payable in the ordinary
course of business.

The Debtors have filed a motion for expedited consideration of
their request to pay trade creditors as well as other first-day
motions.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.


REVEL AC: Prepack Chapter 11 Case Summary
-----------------------------------------
Affiliated entities that filed separate Chapter 11 petitions:

     Case No.      Debtor Entity
     --------      -------------
     13-16253      Revel AC, Inc.
                      500 Boardwalk
                      Atlantic City, New Jersey 08401
     13-16254      NB Acquisition LLC
     13-16255      Revel AC, LLC
     13-16256      Revel Atlantic City, LLC
     13-16257      Revel Entertainment Group, LLC

Chapter 11 Petition Date: March 25, 2013

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

Judge: Hon. Judith H. Wizmur

Debtors' Counsel:  Marc Kieselstein, P.C.
                   Nicole L. Greenblatt, Esq.
                   Christopher T. Greco, Esq.
                   KIRKLAND & ELLIS LLP
                   601 Lexington Avenue
                   New York, NY 10022-4611
                   Tel: (212) 446-4800
                   Fax: (212) 446-4900

                        - and -

                   Morton R. Branzburg, Esq.
                   KLEHR HARRISON HARVEY BRANZBURG LLP
                   1835 Market Street, Suite 1400
                   Philadelphia, PA 19103
                   Tel: (215) 569-2700
                   Fax: (215) 568-6603

                        - and -

                   Domenic E. Pacitti, Esq.
                   KLEHR HARRISON HARVEY BRANZBURG LLP
                   919 Market Street, Suite 1000
                   Wilmington, DE 19801-3062
                   Tel: (302) 426-1189
                   Fax: (302) 426-9193

Debtors' Financial
Advisor &
Investment Banker: MOELIS & COMPANY LLC

Debtors'
Restructuring
Advisor:           ALVAREZ & MARSAL NORTH AMERICA LLC

Debtors' Claims &
Noticing Agent:    EPIQ BANKRUPTCY SOLUTIONS LLC

Counsel to the
Steering Committee
of Revel Lenders:  Andrew N. Rosenberg, Esq.
                   Elizabeth R. McColm, Esq.
                   Sarah Hartnett, Esq.
                   Diane Meyers, Esq.
                   PAUL WEISS RIFKIND WHARTON & GARRISON LLP
                   1285 Avenue of the Americas
                   New York, NY 10019-6064
                   Tel: 212-373-3000
                   Fax: 212-757-3990
                   E-mail: arosenberg@paulweiss.com
                           emccolm@paulweiss.com
                           sharnett@paulweiss.com
                           dmeyers@paulweiss.com

                        - and -

                   FOX ROTHSCHILD LLP
                   Michael J. Viscount, Jr., Esq.
                   Midtown Building, Suite 400
                   1301 Atlantic Avenue
                   Atlantic City, New Jersey 08401
                   Tel: 609-348-4515
                   Fax: 609-348-6934
                   E-mail: mviscount@foxrothschild.com

Counsel to
JPMorgan
Chase Bank NA:     William S. Katchen, Esq.
                   Gia G. Incardone, Esq.
                   DUANE MORRIS LLP
                   One Riverfront Plaza
                   1037 Raymond Blvd., Suite 1800
                   Newark, New Jersey 07102
                   Tel: 973-424-2000
                   Fax: 973-424-2001

                        - and -

                   John J. Rapisardi, Esq.
                   CADWALADER WICKERSHAM & TAFT LLP
                   One World Financial Center
                   New York, NY 10281
                   Tel: 212-504-6000
                   Fax: 212-504-6666

Total Assets as of Feb. 28, 2013: $1,100,000,000

Total Debts as of Feb. 28, 2013:  $1,500,000,000

Total publicly traded debt:       $388 million arising under the
                                  12% second lien notes due 2018

The petition was signed by Dennis Stogsdill, Revel's chief
restructuring officer.

A copy of Revel AC's petition and consolidated list of the
Debtors' 50 largest unsecured creditors is available at
http://bankrupt.com/misc/RevelACnjb13-16253.pdf


REVEL AC: Gets Regulatory Approval for Interim CEO Appointment
--------------------------------------------------------------
Revel AC Inc. said that its recently appointed Interim Chief
Executive Officer, Jeffrey Hartmann, has gained regulatory
approval from the State of New Jersey's Casino Control Commission,
the panel charged with licensing New Jersey's casinos and its key
employees.  Mr. Hartmann appeared before the Commission at a
special hearing on March 19, 2013, and was granted the required
regulatory clearance.  With this approval, Mr. Hartmann will now
formally assume his position as the Company's Interim CEO.  Mr.
Hartmann is a more than 20-year veteran of the gaming, hospitality
and leisure industries, and possesses a solid understanding of
Revel's business, having worked with the Company on a consultancy
basis since the beginning of 2013.

"I am delighted to officially transition into this new role.  As
the premier resort destination in the Northeast with expanding
dining, gaming, and entertainment options and employees dedicated
to providing guests a signature Revel experience, I see
substantial opportunity, working with our Revel professionals, to
drive growth.  The financial flexibility our balance sheet
restructuring will provide Revel with will enable us to execute
our business objectives and improve operating cash flow over the
coming months."

Before joining Revel, Mr. Hartmann most recently served as
President of The Hartmann Group, LLC, which offers specialized
experience in the gaming, hospitality and leisure industries.
Prior to that, he was President and Chief Executive Officer of
Mohegan Sun from January 2011 until October 2012.  Earlier in his
tenure at Mohegan Sun, he served as Chief Operating Officer of the
Mohegan Tribal Gaming Authority (MTGA) from 2004 through 2010 and
as MTGA Chief Financial Officer from 1996 until 2004.  In this
position, Hartmann oversaw MTGA Corporate Finance and Strategic
Development.  Mr. Hartmann also served as Chief Financial Officer
for the Connecticut Sun, the WNBA's professional women's
basketball franchise, which is owned and operated by Mohegan Sun
and calls Mohegan Sun Arena home.  Prior to joining Mohegan Sun,
he served as Vice President of Finance for Foxwoods from 1991 to
1996.  Mr. Hartmann was employed by PricewaterhouseCoopers, LLP,
as an Audit Manager from 1984 to 1991.  He is a Certified Public
Accountant and a graduate of Rutgers University.

Additional information can be obtained at http://is.gd/GSXvD9

Revel AC, Inc., on Feb. 12, 2013, entered into a fifth amendment
to the Credit Agreement, dated as of May 3, 2012, as amended, with
JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent.  A copy of the Fifth Amendment is available for free at:

                        http://is.gd/w9vJsm

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.


REVSTONE INDUSTRIES: Gellert & Werb Firms Seek Temp. Employment
---------------------------------------------------------------
Gellert Scali Busenkell & Brown LLC and Werb & Sullivan, in
separate applications, seek an order from the Bankruptcy Court
overseeing the Chapter 11 cases of Revstone Industries LLC and its
debtor-affiliates to authorize the limited employment of the firms
as Greenwood Forging LLC's temporary bankruptcy counsel until
substitution of counsel.

On Jan. 29, 2013, the law firm of Pachulski Stang Ziehl & Jones
substituted for both firms as counsel for Greenwood.

Both firms seek to be employed as temporary bankruptcy counsel to
Greenwood because, among others: (a) the Debtor filed its
bankruptcy petition through the firms on an emergency expedited
basis; (b) both firms previously provided legal services to non-
debtor affiliates of Greenwood and Greenwood's parent is familiar
with the services provided by the firms.

Both firms also handled a number of other pressing preliminary
matters after the bankruptcy filing until substitution of counsel.
The firms also negotiated extensively with the Debtor's lenders.

Werb & Sullivan received $13,500 while GSBB was paid $9,000 for
legal services and costs rendered from Jan. 4 to Jan. 7, 2013.
Payment was made on the morning of Jan. 7, before the bankruptcy
filing.  Charles J. Brown, III, Esq., the principal attorney at
GSBB designated to represent the Debtor has an hourly rate of
$450.  Principal attorneys at Werb & Sullivan presently designated
to represent Greenwood and their current standard hourly rates
are:

     Duane D. Werb                    $595
     Brian A. Sullivan                $495

The firms attest they are "disinterested persons" 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.


REVSTONE INDUSTRIES: Wants to Hire Pachulski Stang as Counsel
-------------------------------------------------------------
Revstone Industries LLC and its debtor-affiliates seek court
permission to employ Pachulski Stang Ziehl & Jones LLP as counsel.

The firm will be:

   a. providing legal advice with respect to the Debtors' powers
      and duties as debtors in possession in the continued
      operation of the businesses and management of its property;

   b. preparing on behalf of the Debtors any necessary
      applications, motions, answers, orders, reports, and other
      legal papers;

   c. appearing in Court on behalf of the Debtors;

   d. preparing and pursuing confirmation of a plan and approval
      of a disclosure statement; and

   e. performing other legal services for the Debtors that may be
      necessary and proper in these proceedings.

The principal attorneys and paralegals presently designated to
represent the Debtors and their current standard hourly rates are:

     Laura Davis Jones                   $975.00
     Alan J. Kornfeld                    $895.00
     David M. Bertenthal                 $825.00
     Maxim Litvak                        $750.00
     Timothy P. Cairns                   $575.00
     Monica Molitor                      $295.00

To the best of the Debtors' knowledge, PSZ&J does not hold or
represent any interest adverse to the Debtors' estates and PSZ&J
is a "disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code.

Prior to commencing its work, PSZ&J received a $100,000 payment
from Contech Casting, LLC and a $250,000 payment from Revstone
Transportation, LLC, two non-debtor affiliates, for a total
retainer amount of $350,000.  PSZ&J will apply its retainer to
postpetition fees and expenses.

          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: US Tool Taps Myron Bowling as Auctioneer
-------------------------------------------------------------
US Tool & Engineering, LLC, one of the debtors in the Chapter 11
cases of Revstone Industries LLC, et al., seeks permission from
the United States Bankruptcy Court for the District of Delaware to
employ Myron Bowling Auctioneers, Inc., Utica Leaseco, LLC, PPL
Group LLC, and Maynard Industries (199 1) Inc., as auctioneer.

The Debtor has terminated operations and its principal remaining
asset is equipment that may be worth in the range of $750,000 to
$1.25 million.  Boston Finance Group, LLC, asserts a lien against
the Equipment and a claim against the Debtor exceeding $4.5
million. BFG also asserts an unsecured guarantee claim against
Revstone Industries, LLC, for any deficiency in BFG's claim
against the Debtor.  The Equipment is located in the Debtor's
leasehold facility in Lansing, Michigan, which is currently under
the management of a court-appointed receiver.  The Debtor believes
that the best mechanism to maximize the value of the Equipment is
to conduct a public auction.

To the best of the Debtor's knowledge, the Auctioneer is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code and as required by Section 327(a) of the
Bankruptcy Code and referenced by Section 328(c) of the Bankruptcy
Code.

The Auctioneer will guarantee the Debtor $600,000 and will pay the
Debtor a deposit of 10% upon execution of the agreement with the
Auctioneer.  The Auctioneer will conduct a public auction of the
Equipment, free and clear of any liens, claims, interests and
encumbrances, on location at the Facility.  The Auctioneer will
retain the first $600,000 of Auction proceeds as reimbursement of
the Guarantee Price and the next $50,000 of Auction proceeds to
offset Auction expenses advanced by the Auctioneer.  All Auction
proceeds in excess of $650,000 (exclusive of buyer's premium and
sales tax) will be split 90% to the Debtor and 10% to Auctioneer.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

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

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

Greenwood estimated $1 million to $10 million in assets and $10
million to $50 million in debts.  US Tool & Engineering estimated
under $1 million in assets and $1 million to $10 million in debts.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Womble Carlyle Sandridge &
Rice, LLP, serves as counsel to the Official Committee of
Unsecured Creditors.


RG STEEL: Seeks More Time to File Notices of Removal of Actions
---------------------------------------------------------------
RG Steel LLC is seeking additional time to file notices of removal
of lawsuits initiated prior to its bankruptcy.

In a March 25 filing, RG Steel asked U.S. Bankruptcy Judge Kevin
Carey to allow the company to file the notices to the later of
Aug. 26, 2013, or 30 days after entry of an order terminating the
automatic stay that was applied to the lawsuits.

A court hearing is scheduled for April 23.  Objections are due by
April 8.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RICHFIELD EQUITIES: Court OKs Bid to Convert Case to Chapter 7
--------------------------------------------------------------
The Hon. Daniel S. Opperman of the U.S. Bankruptcy Court for the
Eastern District of Michigan has converted the Chapter 11 cases of
Richfield Equities, LLC, et al., to Chapter 7.

On Feb. 19, 2013, Richfield Equities, Richfield Landfill, Inc.,
and Waste Away Disposal, L.L.C., filed a motion seeking their
cases' conversion to Chapter 7, saying that they have no ability
to pay employees or any other expenses or to maintain, or conduct
any operations at, the Richfield Sanitary Landfill in Davison,
Michigan.  The Debtors' court-approved postpetition financing
terminated effective as of Feb. 18, 2013.  The Debtors said that
they have no other source of financing.

On Feb. 20, 2013, the Official Committee of Unsecured Creditors
sought the conversion of Richfield Management, L.L.C.'s Chapter 11
case to Chapter 7.  Richfield Management didn't join in the
Debtors' conversion motion, although motion also states that
Richfield Management contemplates that it will eventually file a
motion to convert its Chapter 11 case.

The Committee said that conversion of Richfield Management's case
is required because financing has terminated and there is no
source of funds available to continue operations.

The Committee is represented by:

      WOLFSON BOLTON PLLC
      Scott A. Wolfson, Esq.
      Anthony J. Kochis, Esq.
      3150 Livernois, Suite 275
      Troy, MI 48083
      Tel: (248) 247-7105
      Fax: (248) 247-7099
      E-mail: akochis@wolfsonbolton.com

                     About Richfield Equities

Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18.

Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal.  Debtors are a vertically-integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors' operations include two (2) landfills, two (2) transfer
stations, and collection and hauling operations.

The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.

As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank.  The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.

Joseph M. Fischer, Esq., Robert A Weisberg, Esq., and Christopher
A. Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel.  Quarton Partners
serves as their investment banker.

Wolfson Bolton PLLC represents the Official Committee of Unsecured
Creditors of Richfield Equities, L.L.C., et al., as counsel.

Judge Daniel S. Opperman oversees the cases.

The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.


ROBERTS HOTEL: Gets Approval for $1MM Additional Financing
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
authorized Roberts Hotels Houston, LLC, et al., to modify,
increase and extend postpetition financing facility previously
approved by the Court on Aug. 24, 2012.

Pursuant to the terms of the original DIP order, the Debtors were
authorized to use cash collateral in which Bank of America, N.A.,
holds an interest, to borrow up to $1,500,000 pursuant to Section
364 of the Bankruptcy Code, and to execute and deliver to the Bank
that certain Future Advance, Debtor-in-Possession Financing and
Second Amendment to Loan Agreement, dated as of July 31, 2012, and
that certain Future Advance Note in the amount of $1,500,000,
dated as of July 31, 2012, and certain other related documents
evidencing the use of cash collateral and the postpetition
financing.  The Debtors are in default of certain of their
obligations under Original DIP Facility, and in any event all
amounts due under the Future Advance Note No. 1 matured and became
due and immediately payable on Dec. 31, 2012.

In this connection, the Bank expressed its willingness to modify,
increase and extend the terms of the Original DIP Loan Facility,
for the Debtors to satisfy their ongoing postpetition operations.

A summary of the most notable changes in the Extended DIP Facility
are:

   Maturity Date:              March 31, 2013

   Termination Date:           Earliest to occur of (a) March 31,
                               2013; (b) closing of the sale of
                               the last of the hotels under
                               Section 363 of the Bankruptcy Code;
                               or (c) the date upon which Bank
                               will elect to accelerate the
                               obligations in accordance with the
                               terms of the agreement.

   New Borrowings:             Maximum of $1,000,000 evidenced by
                               a new Future Advance Note in the
                               amount of $1,000,000

   Sale Process Covenants:     Debtors will comply with the
                               following sales procedures, which
                               will be reflected in the extension
                               of the listing agreement with CB
                               Richard Ellis to March 31, 2013:

                               (i) The CBRE hotel team directed by
                               Kevin Mallory will runs the Hotel
                               disposition process, partnering
                               with local CBRE offices where the
                               hotels are located.

                              (ii) The disposition strategy will
                               be Hotel-by-Hotel, not on a
                               portfolio basis.

                             (iii) Diligent efforts will be made
                               to complete closing of the Hotels
                               currently under contract, but the
                               sales effort will generally re-
                               started in January 2013, with the
                               goal of completing the sale of all
                               Hotels by March 31, 2013.

                              (iv) Drafting and negotiation of
                               sales contracts and closing of
                               sales will be handled by Alston &
                               Bird LLP, including, without
                               limitation, any contract amendments
                               and coordinating receipt of earnest
                               money deposits with the title
                               company.

                               (v) Bank will be authorized to
                               accept or reject contracts.  The
                               Debtors will cooperate in the
                               execution of contracts and in
                               providing any available information
                               to the buyers.  Access to the
                               hotels will be coordinated by the
                               receivers and approved property
                               manager.

                              (vi) CBRE will report to and be
                               directed by Bank although Debtors
                               will be given the opportunity to
                               attend all status calls and
                               discussion.

A copy of the terms of the financing is available for free at
http://bankrupt.com/misc/ROBERTSHOTELS_financingfacility_modify.pdf

ServiceMaster Recovery Management, in its limited objection to the
Debtor's motion stated that the motion would be adverse to its
contractual and other rights concerning Liberty Mutual Insurance
Company's claim arising out of certain water damage at the
Debtor's Houston hotel and the insurance policy.

                       About Roberts Hotels

Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have
filed separate Chapter 11 bankruptcy petitions.  The hotels are
among those involved in a lawsuit Bank of America filed against
Roberts Cos. in April 2012.  BofA alleges Roberts Cos. defaulted
on a loan to renovate six hotels it owns outside of Missouri and
owes more than $34 million.  The hotels are located in Tampa,
Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C.

Roberts Hotels Dallas LLC, which operates as a Courtyard by
Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11
bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012,
estimating $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012,
estimating $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Shreveport LLC, also under the Clarion flag, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12-
44495) on May 9, estimating under $10 million in assets and
between $10 million and $50 million in debts.

Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel,
formerly named Radisson Hotel & Suites Spartanburg, filed a
Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April
19, 2012.  It scheduled $3,028,820 in assets and $34,775,209 in
debts.

Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012,
listing under $50,000 in assets and up to $50 million in debts.

Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820
East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo.
Case No. 12-44391) on May 7, estimating assets between $1 million
and $10 million and debts between $10 million and $50 million.

A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the
Debtors' counsel.  The petitions were signed by Mike Kirtley,
chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between
$1 million and $10 million.  John D. Moore, P.A., represents the
Debtor.

The cases are jointly administered.


RUMFORD PAPER: Pays $3M In FERC Power Grid Manipulation Suit
------------------------------------------------------------
Helen Christophi of BankruptcyLaw360 reported that Rumford Paper
Co. will pay $3 million to settle the Federal Energy Regulatory
Commission's suit accusing the bankrupt paper manufacturer of
manipulating a grid-balancing system to get payments for reducing
its power demand, according to agency documents released Friday.

Although an order approving a stipulation and consent agreement by
the FERC indicated that Rumford had agreed to a $10 million civil
penalty and a $2.8 million disgorgement, the agency decided to let
it off the hook for $3 million due to its Chapter 11 proceedings,
the report said.


RYMAN HOSPITALITY: S&P Affirms 'B+' CCR & Rates $300MM Notes 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Nashville, Tenn.-based Ryman Hospitality
Properties Inc.  The outlook is stable.

At the same time, S&P assigned Ryman's proposed $300 million
senior unsecured notes due 2021 its 'BB' issue-level rating, with
a recovery rating of '1', indicating S&P's expectation for very
high (90% to 100%) recovery for lenders in the event of a payment
default.  The notes are being co-issued by Ryman's wholly owned
subsidiaries RHP Hotel Properties LP and RHP Finance Corp.  Parent
Ryman Hospitality Properties Inc. and its operating subsidiaries
guarantee the notes.

The company expects to use the proceeds from the proposed notes
issuance to repay a portion of its outstanding borrowings under
its current credit facility and pay fees and expenses related to
the transaction.

S&P's corporate credit rating on Ryman Hospitality Properties Inc.
reflects its assessment of the company's business risk profile as
"weak" and its assessment of the company's financial risk profile
as "aggressive," according to their criteria.  S&P's assessment of
Ryman's business risk profile reflects its limited asset diversity
and small hotel portfolio.  The company has good quality
properties that target group and convention customers, providing
some advance booking visibility and somewhat offsetting business
risks.

S&P's assessment of Ryman's financial risk profile as "aggressive"
reflects its belief that EBITDA coverage of interest expense will
be strong, above 4x, and total lease-adjusted debt to EBITDA will
be in the mid-4x area at the end of 2013.  S&P's measure of EBITDA
also includes the interest income received from the Prince
George's County bonds that Ryman holds.

In May 2012, Ryman announced its agreement to sell the Gaylord
Hotels brand and management rights for its four Gaylord-branded
hotels to Marriott International Inc. for $210 million.  Ryman
continues to own its hotel properties and other businesses, and
has reorganized and elected to be treated as a REIT effective
Jan. 1, 2013.  The agreement calls for Marriott to manage the
hotels for an initial 35-year term, and for Ryman to pay a base
management fee equal to 2% of revenue and an incentive fee based
on hotel profitability.

"We believe that Ryman's hotels may achieve some added revenue
benefit as a part of Marriott's system, but as compensation, we
expect Ryman will pay annual fees in the $20 million-area in 2013.
However, we do not believe that these fee payments will have a
negative impact on Ryman's annual cash flow, because of estimated
synergies stemming from the reduction of corporate, technology,
and reservation systems costs . Additionally, Ryman has incurred
an estimated $85 million in one-time conversion, transaction, and
severance expenses (excluding noncash impairment costs) in 2012 to
achieve cost synergies; a $62 million one-time dividend of the
company's undistributed earnings and profits in order to convert
to REIT status; and an approximate $10 million tax payment related
to the sale proceeds.  In our view, these cash outflows are
covered by the $210 million in proceeds from the transaction," S&P
said.


SAN DIEGO HOSPICE: New List of 19 Largest Unsecured Creditors
-------------------------------------------------------------
San Diego Hospice & Palliative Care Corporation in February filed
an amended list of its top largest unsecured creditors,
disclosing:

        Entity                     Nature of Claim  Claim Amount
        ------                     ---------------  ------------
Wells Fargo - Credit Card          Loan               $4,000,000
Payment Remittance Center
P.O. Box 54349
Los Angeles, CA 90054-0349

Brookwood Crossroads Investors     Commercial         $2,557,034
72 Cherry Hill Drive, 2nd floor    Property Lease
Beverly, MA 01915

Price Family Charitable Fund       Loan                 $800,000
Attn: Chris Stockton
7979 Ivanhoe, Suite 520
La Jolla, CA 92037

Heatlh Insurance IBNR - Cigna      Employee Health      $496,124
231 La Salle Street                Insurance
Chicago, IL 60604

Glenview Assisted Living/Glenb     Glenbrook Facility   $307,844
1950 Calle Barcelona
Carlsbad, CA 92009

Hospiscript Services, LLC          Patient Care         $179,873

Cigna                              Employee Health      $171,000
                                   Insurance

Employment Development             Unemployment         $162,265
                                   Insurance

Medical Insurance Plan             Employee withheld    $116,544
Withholdings

Medline Industries, Inc.           Medical Supplies     $166,544

Cardinal Distribution              Pharmacy Supplies    $111,377

MetLife c/o Fascore                employee withheld    $215,637

San Diego Hospice                  loan               $1,091,000
Foundation Inc.

Scripps Health                     Patient Care         $136,995

UCSD Medical Center                Patient Care         $103,378

Outcome Resources, LLC             Medical Equipment    $169,868

Deliver-It, LLC                    Delivery of          $146,315
                                   Pharmaceuticals

T-Mobile                           Phone                 $79,724

Guardian                           Employee Withheld    $116,544

                     About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013, estimating assets and liabilities of at least
$10 million.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.


SANTEON GROUP: Swings to $185,600 Net Income in 2012
----------------------------------------------------
Santeon Group Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$185,815 on $4.27 million of revenue for the year ended Dec. 31,
2012, as compared with a net loss of $475,333 on $2.24 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.30 million
in total assets, $1.31 million in total liabilities and a $3,615
total stockholders' deficit.

RBSM LLP, in New York, did not issue a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

As reported by the Troubled Company Reporter on Aug. 24, 2012,
RBSM LLP expressed substantial doubt about Santeon's ability to
continue as a going concern, following its audit of the Company's
financial position and results of operations for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered losses from operations and is experiencing
difficulty in generating sufficient cash flows to meet its
obligations and sustain its operations.

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

                        http://is.gd/HOOpht

                       About Santeon Group

Reston, Va.-based Santeon Group, Inc., is a diversified software
products and services company specializing in the transformation
and optimization of business through the deployment or the
development of innovative products and services using Agile
mindsets in the information systems/technology, healthcare,
environmental/energy and media sectors.  The Company's clients
include state and local governments, federal agencies and private
sector customers.


SAWMILL GATEHOUSE: Court Dismisses Chapter 11 Case
--------------------------------------------------
The U.S. Bankruptcy Court approved Sawmill Gatehouse LLC's motion
to dismiss its chapter 11 case begun in August 2011.  Notice of
the motion was served to all parties-in-interest, and no
objections were received.  The Court, in a December 2012 ruling,
said dismissal of the case is in the best interest of all parties-
in-interest.

Sawmill Gatehouse LLC filed a Chapter 11 petition (Bnkr. N.D.
W.Va. Case No. 11-01449) on Aug. 11, 2011, in Elkins, West
Virginia.  Judge Patrick M. Flatley oversees the case.  Steven L.
Thomas, Esq. at Kay, Casto & Chaney, in Charleston, serves as
counsel to the Debtor.   The Debtor estimated up to $10 million in
assets and up to $50,000 in liabilities.


SCHOOL SPECIALTY: Bayside Argues in Favor of Make-Whole
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that Bayside Financial LLC filed papers supporting its right to
what the School Specialty Inc. creditors' committee characterizes
as a $25 million penalty for early repayment of a $70 million
secured loan.

In a March 22 filing with the U.S. Bankruptcy Court in Delaware,
Bayside argued that the payment is a permissible make-whole
obligation representing the parties' good-faith estimate of the
damages the lender would incur if the debt were repaid before
scheduled maturity.

According to the report, the bankruptcy judge will decide after an
April 5 hearing whether the payment is properly owing.

Junior creditors arranged replacement financing to pay off the
debt to Bayside, thus allowing the lender to claim the make-whole
premium.  Bayside describes how it was the only willing lender
School Specialty could find in January 2012 when it went shopping
for loan.  Even though Bayside admits the "economics were
expensive," the loan was a "life raft" that allowed School
Specialty to survive and reorganize in Chapter 11.

The lenders say the creditors now aim to "retroactively shed the
burdens associated with a heavily negotiated loan agreement long
after the benefits were obtained in the form of a $70 million term
loan."

As part of the replacement financing, the junior lenders posted
$25 million in an escrow account to cover Bayside if it were found
entitled to the make-whole premium for early repayment of the
debt.  Bayside is agent for lenders on a term loan.

The creditors, the report discloses, contend that the make-whole,
representing 37% of the loan balance, would mean 50% return on the
loan in only nine months when combined with closing fees and 12.5%
interest.  The creditors believe the payment would be "an
unenforceable penalty under New York law."

The company filed a proposed Chapter 11 plan last week where the
business will be sold at auction on May 8 or lenders and unsecured
creditors will share stock in the reorganized company.  If the
business is sold, proceeds will be distributed according to
creditors' rankings. Otherwise, the plan calls for a sharing of
ownership among lenders, noteholders, and unsecured creditors.

                       About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of
$394.6 million.


SCHUTJER BOGAR: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Schutjer Bogar, LLC
        1426 North Third Street, Suite 200
        Harrisburg, PA 17102

Bankruptcy Case No.: 13-01434

Chapter 11 Petition Date: March 20, 2013

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Robert N. Opel, II

Debtor's Counsel: Lawrence G. Frank, Esq.
                  THOMAS, LONG, NIESEN AND KENNARD
                  212 Locust Street, Suite 500
                  Harrisburg, PA 17101
                  Tel: (717) 234-7455
                  Fax: (717) 236-8278
                  E-mail: lawrencegfrank@gmail.com

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

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

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

The petition was signed by Chad Bogar and Brad Schutjer, members.


SOUTHERN ONE: Court Okays Hiring of Hiersche Hayward as Counsel
---------------------------------------------------------------
Southern One Twenty One Investments, Ltd., sought and obtained
court permission to employ Hiersche, Hayward, Drakeley & Urbach,
P.C. as its counsel.

The firm is expected:

   (a) To take all necessary actions to protect and preserve the
       bankruptcy estate, including prosecution of actions on its
       behalf, defense of any actions commenced against it, and
       objecting to claims;

   (b) To prepare on behalf of the Debtor all necessary motions,
       applications, answers, orders, reports, and papers in
       connection with the administration of the estate;

   (c) To assist the Debtor with the preparation and filing of
       Schedules and the Statement of Financial Affairs;

   (d) To assist the Debtor with the preparation and filing of a
       Disclosure Statement;

   (e) To formulate, negotiate, and assist the Debtor in proposing
       a plan of reorganization, if justified; and

   (f) To perform all other necessary legal services in connection
       with the bankruptcy proceedings.

The law firm will be paid on an hourly basis for actual and
necessary services rendered in accordance with the firm's usual
rates.

To the best of the Debtor's knowledge, the firm does not hold or
represent any interest adverse to the Debtor, or its estate, in
the matters upon which it is to be engaged.

                       About Southern One

Southern One Twenty One Investments, Ltd., filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 12-43311) in Sherman, Texas,
on Dec. 3, 2012.

Nicole L. Hay, Esq., at Hiersche Hayward Drakeley & Urbach P.C.,
in Addison, Texas, serves as counsel to the Debtor.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated assets and liabilities of at least
$10 million.

The Dallas-based company said in a filing that its principal asset
comprises almost 81 acres near Highway 121 and Chelsea Boulevard
in Allen, Texas.  The property is close to a shopping mall.


SOUTHGOBI RESOURCES: May Default on Debenture Amid IAAC Probe
-------------------------------------------------------------
Subsequent to December 31, 2012, the Mongolian Independent
Authority Against Corruption informed SouthGobi Resources Ltd.that
orders, placing restrictions on certain of its Mongolian assets,
had been imposed in connection with its continuing investigation.

The orders placing restrictions on certain of the Company's
Mongolia assets could ultimately result in an event of default of
the Company's convertible debenture.  This matter remains under
review by the Company and its advisers but to date, it is the
Company's view that this would not result in an event of default
as defined under the convertible debenture terms.  However, in the
event that the orders result in an event of default of the
Company's convertible debenture that remains uncured for ten
business days, the principal amount owing and all accrued and
unpaid interest will become immediately due and payable upon
notice to the Company by CIC.

The orders relate to certain items of operating equipment and
infrastructure and the Company's Mongolian bank accounts.  The
orders related to the operating equipment and infrastructure
restricts the sale of these items; however, the orders do not
restrict the use of these items in the Company's mining
activities.  The orders related to the Company's Mongolian bank
accounts restrict the use of in-country funds.  While the orders
restrict the use of in-country funds pending outcome of the
investigation, they are not expected to have any material impact
on the Company's activities.

       Governmental, Regulatory and Internal Investigations

The Company is subject to continuing investigations by the IAAC
and other governmental and regulatory authorities in the Republic
of Mongolia regarding allegations against SouthGobi and some of
its employees involving possible breaches of Mongolian laws,
including anti-corruption and taxation laws.  Certain of those
allegations (including allegations of bribery, money laundering
and tax evasion) have been the subject of public statements and
Mongolian media reports, both prior to and in connection with the
recent trial and conviction of the former Chairman and the former
director of the Geology, Mining and Cadastral Department of the
MRAM, and others.  SouthGobi was not a party to that case.  The
Company understands that the court's decision is the subject of an
appeal.

A number of the media reports referred to above suggest that, in
its decision, the court in the case referred to two matters
specifically involving SouthGobi Sands LLC.

In respect of the first matter, being an alleged failure to meet
minimum expenditure requirements under the Mongolian Minerals Law
in relation to four exploration licenses, the Company is
investigating these allegations, but advises that three of the
four licenses were considered to be non-material and allowed to
lapse between November 2009 and December 2011.  Activities
historically carried out on the fourth (and the only currently-
held) license include drilling, trenching and geological
reconnaissance.  The Company has no immovable assets located on
this license and it does not contain any of SouthGobi's NI 43-101
reserves or resources.  This license does not relate to the
Company's Ovoot Tolgoi Mine and SouthGobi does not consider this
license to be material to its business.

The second matter referred to by the court was an alleged
impropriety in the transfer of License 5261X by SouthGobi Sands
LLC to a third party in March 2010 in violation of Mongolian anti-
corruption laws.  The Company understands, based on media reports,
that the court has invalidated the transfer of this license, and
so the license's current status is unclear.

In addition, the IAAC has advised the Company that it is
investigating other alleged improprieties by SouthGobi Sands LLC.

                        Financial Results

The Company announced its financial and operating results for the
quarter and year ended December 31, 2012.

The Company recorded a net loss of $103.0 million for the year
ended December 31, 2012 compared to a net income of $57.7 million
for the year ended December 31, 2011.

The Company's gross profit/(loss) is composed of revenue (net of
royalties and selling fees) and cost of sales and relates solely
to the Mongolian Coal Division.  In 2012, the Company's gross
profit/(loss) was negatively impacted by $53.0 million of idled
mine costs, resulting in a gross loss of $44.0 million.  The
Company recorded a gross profit excluding idled mine costs of $9.0
million in 2012 compared to a gross profit excluding idled mine
costs of $51.7 million in 2011.  Gross profit will vary by year
depending on sales volumes, sales prices and unit costs.

In 2012, SouthGobi recorded revenue of $53.1 million compared to
$179.0 million in 2011.

                    Cash Position and Liquidity

As at December 31, 2012, the Company had cash of $19.7 million and
short term money market investments of $15.0 million for a total
of $34.7 million in cash and money market investments compared to
cash of $123.6 million and long term money market investments of
$45.0 million for a total of $168.6 million in cash and money
market investments as at December 31, 2011.  Working capital
(excess current assets over current liabilities) was $127.2
million as at December 31, 2012 compared to $236.1 million as at
December 31, 2011.

The Company's total assets as at December 31, 2012 were $729.4
million compared with $920.3 million as at December 31, 2011.  The
Company's non-current liabilities as at December 31, 2012 were
$103.8 million compared with $145.6 million as at December 31,
2011.

Consistent with the Company's capital risk management strategy,
the Company expects to have sufficient liquidity and capital
resources to meet its ongoing obligations and future contractual
commitments for at least twelve months from the end of the
December 31, 2012 reporting period.  The Company expects its
liquidity to remain sufficient based on existing capital resources
and income from mining operations.  Liquidity beyond the twelve
month period is dependent on the success of the recommencement of
operations and ongoing demand and prices in the coal market.  On
March 22, 2013, the Company recommenced mining activities at the
Ovoot Tolgoi Mine.  The Company continues to minimize uncommitted
capital expenditures and exploration expenditures in order to
preserve the Company's financial resources.

A copy of SouthGobi Resources Ltd.'s earnings release is available
for free at http://is.gd/SBTIr4

                    About SouthGobi Resources

SouthGobi Resources is listed on the Toronto and Hong Kong stock
exchanges, in which Turquoise Hill Resources Ltd., also publicly
listed in Toronto and New York, has a 58% shareholding.  Turquoise
Hill took management control of SouthGobi in September 2012 and
made changes to the board and senior management.  Rio Tinto has a
majority shareholding in Turquoise Hill.

SouthGobi Resources is focused on exploration and development of
its metallurgical and thermal coal deposits in Mongolia's South
Gobi Region.  It has a 100% shareholding in SouthGobi Sands LLC,
the Mongolian registered company that holds the mining and
exploration licenses in Mongolia and operates the flagship Ovoot
Tolgoi coal mine.  Ovoot Tolgoi produces and sells coal to
customers in China.


SPRINGLEAF FINANCE: Incurs $220.6 Million Net Loss in 2012
----------------------------------------------------------
Springleaf Finance Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $220.68 million on $1.68 billion of total interest
income for the year ended Dec. 31, 2012, as compared with a net
loss of $224.72 million on $1.85 billion of total interest income
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $14.65
billion in total assets, $13.39 million in total liabilities and
$1.26 billion in total shareholders' equity.

"We intend to support our liquidity position by managing
originations (including our decision to cease real estate loan
originations effective January 1, 2012) and purchases of finance
receivables (including our decision to no longer purchase retail
sales finance receivables after January 15, 2013) and maintaining
disciplined underwriting standards and pricing on such finance
receivables.  We intend to support operations and repay
indebtedness with one or more of the following activities, among
others: finance receivable collections, cash on hand, additional
debt financings (particularly new securitizations and possible new
issuances and/or debt refinancing transactions), finance
receivable portfolio sales, or a combination of the foregoing.
There can be no assurance that we will be successful in
undertaking any of these activities to support our operations and
repay our obligations.

"However, the actual outcome of one or more of our plans could be
materially different than expected or one or more of our
significant judgments or estimates about the potential effects of
these risks and uncertainties could prove to be materially
incorrect.  In the event of such an occurrence, if third-party
financing is not available, our liquidity could be substantially
and materially affected, and as a result, substantial doubt could
exist about our ability to continue as a going concern."

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

                        http://is.gd/vrdrI6

                      About Springleaf Finance

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                           *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported by the TCR on Sept. 11, 2012, Fitch Ratings has
withdrawn the 'CCC' IDR assigned to Springleaf Finance, Inc., as
the entity no longer exists.

In the June 5, 2012, edition of the TCR, Moody's Investors Service
downgraded Springleaf Finance Corporation's senior unsecured and
corporate family ratings to Caa1 from B3.  The downgrade reflects
Springleaf's funding constraints and uncertain liquidity outlook,
increased operational stresses, and record of operating losses
since early 2008.


STOCKTON, CA: Creditors Dispute City's Insolvency at Trial
----------------------------------------------------------
Steven Church and Jared Goyette, writing for Bloomberg News,
reported that Stockton, California, creditors asked a judge to end
its bankruptcy case, saying at the start of a four-day trial that
the city should cut excessive employee pay and pension benefits
before seeking court protection.

Creditors such as Assured Guaranty Corp. and Franklin Resources
Inc. (BEN) must prove at the trial that began on March 25 in
Sacramento that the city isn't truly insolvent and didn't engage
in good faith negotiations, the Bloomberg report said.  Guy Neal,
a lawyer for bond insurer Assured Guaranty, said the city should
be thrown out of bankruptcy and allowed back only after it trims
"excess fat."

"The city is not insolvent," Neal told U.S. Bankruptcy Judge
Christopher M. Klein, according to Bloomberg.

Stockton, Bloomberg noted, is among three municipalities that have
said they will try to force creditors, including bondholders, to
take less than the principal they are owed.  Bondholders have
complained for months about the city's plan to cut their debt
while maintaining tens of millions of dollars in future pension
payment to the California Public Employees' Retirement System, or
Calpers.  That issue isn't directly in front of Klein, though
lawyers say it will eventually be the key battle in court when the
city tries to adopt a plan to adjust its debt downward.

                       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.


SUMMIT III: Citizens Bank Withdraws Bid for Stay Relief
-------------------------------------------------------
Citizens Bank of West Virginia withdrew a bid to foreclose on the
property of Summit III LLC.  The bank's motion had been pending
for several months.

In a notice filed January 2013, the bank said it was withdrawing a
motion to modify the automatic stay and for abandonment of the
Debtor's property.

Before the notice of withdrawal was served, the Court noted that
no action with respect to the bank's motion had been taken since
April 16, 2012, prompting the Court to say it would dismiss the
matter unless a party shows good cause for non-dismissal.

                         About Summit III

Summit III LLC, based in Snowshoe, West Virginia, filed for
bankruptcy (Bankr. N.D. W.Va. Case No. 11-01448) on Aug. 11, 2011.
Judge Patrick M. Flatley presides over the case.  Steven L.
Thomas, Esq., at Kay, Casto & Chaney, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $12,655,700 in assets
and $13,050,884 in liabilities as of the Chapter 11 case.  The
petition was signed by Samuel M. Levin, Summit III's manager.


SWEPORTS LTD: Can Hire Weissberg & Associates as Counsel
--------------------------------------------------------
Sweports, Ltd., sought and obtained court permission to employ
Ariel Weissberg, Rakesh Khanna and John B. Wolf and the law firm
of Weissberg and Associates, Ltd., to represent Sweports as debtor
and debtor-in-possession, effective November 21, 2012.

The firm is expected:

   a. To give Sweports legal advice and assistance with respect to
      its powers and duties as a debtor-in-possession in the
      continued operation of its business affairs and management
      of its shopping center, including all dealings with
      Sweports's tenants;

   b. To assist Sweports in the negotiation, formulation and
      drafting of a Plan of Reorganization and Disclosure
      Statement and to represent Sweports in the confirmation
      process;

   c. To examine claims asserted against Sweports;

   d. To take such action as may be necessary with reference to
      claims that may be asserted against Sweports, and to
      prepare, on behalf of Sweports, such applications, motions,
      complaints, orders, reports and other legal papers as may be
      necessary in connection with this proceeding and to perform
      all other legal services for Sweports which may be required;

   e. To assist and represent Sweports in all contested matters,
      including motions for the use of cash collateral, for the
      sale of property, to modify the automatic stay, for the
      approval of DIP financing and to appoint professionals; and

   f. To represent Sweports in its dealings with the Office of the
      United States Trustee and with creditors of the estate.

Ariel Weissberg, Rakesh Khanna, John B. Wolf and the legal
assistants of Weissberg and Associates, Ltd. are "disinterested"
as defined in 11 U.S.C. Section 101.

Ariel Weissberg, Rakesh Khanna and John B. Wolf and the law firm
of Weissberg and Associates, Ltd., have received payment from May
22, 2012 through November 19, 2012 in the amount of $86,817.83
from UMF Corporation, and have agreed with the principals of
Sweports that the attorneys will be paid at the hourly rate of
$425.

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.  On
November 21, 2012, the Court entered an Order for Relief in the
case.  Since then, Sweports has been managing its assets as a
debtor-in-possession.  Judge A. Benjamin Goldgar is presiding over
the case.


SWEPORTS LTD: Creditors' Committee Taps Neal Wolf as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Sweports, Ltd.'s chapter 11 case, seeks court permission to retain
Neal Wolf & Associates, LLC, as counsel for the Committee
effective as of December 12, 2012.

On Dec. 12, 2012, the Office of the United States Trustee for the
Northern District of Illinois appointed these creditors to serve
on the Committee: Lee N. Abrams, John A. Dore, Michael C. Moody,
Michael O'Rourke and Perkaus & Farley, LLC. Mr. Moody is the
Chairperson.

The Committee has asked NW&A to provide these professional
services:

   (a) consulting with the Debtor's professionals or other
       representatives concerning the administration of the case;

   (b) preparing and reviewing pleadings, motions and
       correspondence;

   (c) appearing at hearings and participating in other
       proceedings in the Case;

   (d) providing legal counsel to the Committee in its
       investigation of the acts, conduct, assets, liabilities and
       financial condition of the Debtor, the operation of the
       Debtor's business, possible causes of action against the
       Debtor's principals, the prepetition indebtedness of the
       Debtor and any other matters relevant to the case;

   (e) advising the Committee with respect to its rights, duties
       and powers, including its communications with the general
       unsecured creditor body in connection with the case;

   (f) assisting the Committee in analyzing the claims of secured
       (if any) and unsecured creditors;

   (g) assisting the Committee in its analysis of any proposed
       plan of reorganization, negotiating with the Debtor or any
       third party regarding any such plan or other conclusion to
       the case and formulating its own plan to the extent
       necessary; and

   (h) performing other legal services as are required in the case
       and deemed to be in the interest of the Committee and the
       general unsecured creditor body.

The Committee anticipates that these NW&A attorneys and legal
assistants will assist the Committee in the case:

     Neal L. Wolf         Manager and Sole Member     $625
     Dean C. Gramlich     Counsel                     $550
     Michael R. Wanser    Associate                   $325
     Jacob R. Lenzke      Associate                   $250
     Dominic J. Dutra     Associate                   $225
     Sandy Holstrom       Paralegal                   $175

NW&A's most substantial connection with the parties in the case is
its prior representation of Mr. Moody, who is one of the
Petitioning Creditors and a plaintiff in a state court action
brought by the Petitioning Creditors and Dr. Chenelle against
Sweports, Ltd., John A. Dore, et al. v. Sweports, Ltd., et al.,
Consolidated Case Nos. 07 L 012136 / 07 L 013237, Circuit Court of
Cook County, Illinois.  In the State Court Case, NW&A acted as
counsel for Mr. Moody in a two-week valuation trial held in
October of 2011 that resulted in the entry of a Final Judgment
Order by the Honorable Allen S. Goldberg on March 16, 2012 in
favor of Mr. Moody and the other plaintiffs.  The State Court Case
and other litigation concerning the Debtors and Mr. Moody continue
to be pending in state court, but NW&A is not currently
representing Mr. Moody in that litigation.

NW&A also represented the Petitioning Creditors in the filing of
the involuntary petition against the Debtor and the subsequent
litigation. NW&A has not received any payment from the Petitioning
Creditors in connection with services NW&A has rendered in
connection with the involuntary petition and has no agreement with
the Petitioning Creditors regarding these services. The
Petitioning Creditors have reimbursed NW&A for out-of-pocket
expenses incurred by NW&A in connection with the involuntary
petition and related litigation. NW&A reserves the right to seek
compensation for services it rendered during the ?gap? period in
the case -- April 9, 2012 through and including November 21, 2012
-- at a later time pursuant to Sections 503 (b)(3)(A) and (b)(4)
of the Bankruptcy Code.

NW&A will conduct a continuing inquiry to ascertain whether any
potential or actual conflicts arise which affect its
representation of the Committee or there exists any other
situation that would affect its status as a ?disinterested
person.?

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.  On
November 21, 2012, the Court entered an Order for Relief in the
case.  Since then, Sweports has been managing its assets as a
debtor-in-possession.  Judge A. Benjamin Goldgar is presiding over
the case.


TCI COURTYARD: Must Confirm Plan by April 19
--------------------------------------------
The Bankruptcy Court in February entered an order denying the
motion filed by Wells Fargo Bank, f/k/a Wells Fargo Bank
Minnesota, N.A., seeking dismissal of the chapter 11 case of TCI
Courtyard, Inc., dba Quail Hollow Apartments.

Wells Fargo is Trustee for the Registered Holders of J.P. Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates Series 2001-C1, by and through CWCapital
Asset Management LLC, acting solely in its capacity as Special
Servicer.

The motion to dismiss is denied, without prejudice, provided that:

(1) The Receiver will remain in place and in exclusive
    control over the Quail Hollow at The Lakes Apartments located
    at 7000 Quail Lakes Drive, Holland, Ohio, and all income
    and funds associated with and derived from the Property;

(2) The Debtor, through the receiver, will continue to make
    the monthly payments of $55,417 to Wells Fargo during the
    pendency of this case; and

(3) The Debtor will confirm a Plan of Reorganization on or
    before April 19, 2013, unless such date is extended by Order
    of the Court or the agreement of the Debtor and Wells Fargo.

If the Debtor fails to confirm a plan of reorganization on or
before the deadline, that the Debtor's bankruptcy case will be
dismissed, with prejudice to re-filing for 180 days, without any
further notice or opportunity for hearing; it is further ordered
that the Debtor's request for turnover of the Property is denied.

                        About TCI Courtyard

Dallas, Texas-based TCI Courtyard, Inc., dba Quail Hollow
Apartments, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
No. 12-37284) on Nov. 15, 2012.  Judge Stacey G. Jernigan presides
over the case. Eric A. Liepins, Esq., serves as the Debtor's
counsel.  In its petition, the Debtor scheduled $13,790,254 in
assets and $15,964,116 in liabilities.  The petition was signed by
Steven Shelley, vice president.

According to the Troubled Company Reporter's records, TCI
Courtyard previously filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 11-34977) on Aug. 1, 2011.  The Liepins firm also served
as counsel in the previous case. The Debtor estimated assets of up
to $10 million and debts of up to $50 million in the 2011
petition.


TECHNOLOGY PROPERTIES: Case Summary & Creditors List
----------------------------------------------------
Debtor: Technology Properties Limited, LLC
          fka Technology Properties Limited Inc., a California
              corporation
              Technology Properties Limited, a California
              corporation
        20883 Stevens Creek Boulevard, Suite 100
        Cupertino, CA 95014

Bankruptcy Case No.: 13-51589

Chapter 11 Petition Date: March 20, 2013

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

Debtor's Counsel: David B. Rao, Esq.
                  LAW OFFICES OF BINDER AND MALTER
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  E-mail: David@bindermalter.com

                         - and ?

                  Heinz Binder, Esq.
                  LAW OFFICES OF BINDER AND MALTER
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  E-mail: heinz@bindermalter.com

                         - and ?

                  Robert G. Harris, Esq.
                  LAW OFFICES OF BINDER AND MALTER
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  E-mail: rob@bindermalter.com

                         - and ?

                  Roya Shakoori, Esq.
                  LAW OFFICES OF BINDER AND MALTER
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  E-mail: roya@bindermalter.com

                         - and ?

                  Wendy W. Smith, Esq.
                  LAW OFFICES OF BINDER AND MALTER
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  E-mail: Wendy@bindermalter.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/canb13-51589.pdf

The petition was signed by Daniel E. Leckrone, manager.


THERMOENERGY CORP: Incurs $1.4 Million Net Loss in 4th Quarter
--------------------------------------------------------------
ThermoEnergy Corporation reported a net loss of $1.43 million on
$1.35 million of revenue for the three months ended Dec. 31, 2012,
as compared with a net loss of $1.99 million on $2 million of
revenue for the same period during the prior year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $7.38 million on $6.97 million of revenue, as compared with a
net loss of $17.38 million on $5.58 million of revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2012, showed $9.03 million
in total assets, $19.64 million in total liabilities and a
$10.61 million total stockholders' deficiency.

The Company had cash on hand at Dec. 31, 2012, of $4.7 million.

Mr. James F. Wood, chairman and chief executive officer of
ThermoEnergy stated, "Since joining the company in January 2013 I
have been working with the management team and board of directors
in refocusing the company on its core competency - the manufacture
and sale of systems that economically treat, recover for reuse,
and capture the value in industrial wastewater."

"With more than 20 years of operation in the field at a variety of
industrial sites, ThermoEnergy's CAST(R) technology platform is a
proven, cost-effective solution to treat and recover a wide range
of challenging wastewater streams," said Wood.  "While we continue
to build our sales pipeline in traditional industrial markets, we
recognize the significant potential for our technology in the
energy sector where growing shale oil and gas production, power
generation, and biofuel production create tremendous demands on
water resources.  We are now focusing on these markets and have
already made significant inroads with our TurboFrac, FracGen, and
ARP wastewater recovery systems."

A copy of the press release is available for free at:

                        http://is.gd/TcG4UQ

                    About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

After auditing the 2011 results, Grant Thornton LLP, in Boston,
Massachusetts, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company incurred a net loss for the year ended
Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $3,387,000 and its
total liabilities exceeded its total assets by $4,603,000.


TRAINOR GLASS: Court Extends Exclusive Plan Filing Until May 10
---------------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois has granted Trainor Glass Company's
request to extend the exclusive periods to file a plan of
reorganization until May 10, 2012, and to solicit acceptance of
that plan until July 12, 2013.

To date, the Debtor has been liquidating its assets with the
authorization of the Court.  Substantially all of the Debtor's
physical assets have now been liquidated.

The Debtor has been continuing to work closely with the Committee
of Unsecured Creditors and First Midwest Bank to discuss the
structure of a plan.  The Debtor, the Committee and First Midwest
Bank have recently negotiated and entered into a stipulation of
global settlement of controversies which sets forth a framework
for a plan.

The Committee and First Midwest Bank supported the extension of
the Exclusive Periods.

A status hearing regarding the filing of a plan is set for May 15,
2013, at 10:30 a.m.

                       About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
has tapped Cole, Martin & Co., Ltd., to render certain auditing
services related to the Debtor's 401(k) and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAVELPORT LTD: Unveils Early Results of Consent Solicitations
--------------------------------------------------------------
Travelport Limited, Travelport LLC, an indirect subsidiary of the
Company, and the Company's parent companies on March 25 disclosed
that they have met the minimum conditions with respect to the
exchange offers and consent solicitations for the 2016 Senior
Notes and the Second Lien Notes, the consent solicitation with
respect to the Senior Subordinated Notes and the exchange and
cancellation offers with respect to the Travelport Holdings
Limited Tranche A and Tranche B PIK Loans.  The Company and the
Issuer also announced that as of the scheduled early tender time,
they have received 88.7% of the 2014 Senior Notes, considering the
three series of 2014 Senior Notes in the aggregate.

Given the minimum condition of 95% participation with respect to
2014 Senior Notes, the Company and the Issuer also announced today
that they are extending the early tender time for the exchange
offers and consent solicitations for the 2014 Senior Notes, which
were previously scheduled to expire at 5:00 p.m., New York City
time, on March 22, 2013, to 5:00 p.m., New York City time, on
March 27, 2013, including an extension of the right of any
eligible holders tendering their 2014 Senior Notes at or prior to
the early tender time to subscribe for new loans as set forth in
offering memorandum for the exchange offers and consent
solicitations for the 2014 Senior Notes dated March 11, 2013.  The
Company and the Issuer have also elected to extend the expiration
time for the consent solicitation with respect to the Senior
Subordinated Notes, which was previously scheduled to expire at
5:00 p.m., New York City time, on March 22, 2013, to 5:00 p.m.,
New York City time, on March 27, 2013 for any remaining holder of
Senior Subordinated Notes who wishes to deliver consents and
receive the consent payment.  The early tender time with respect
to the 2016 Senior Notes and the Second Lien Notes was not
extended and occurred at 5:00 p.m., New York City time, on March
22, 2013 and the expiration time with respect to the waiver,
exchange and cancellation offers for the Tranche A and Tranche B
PIK Loans was not extended and occurred at 12:00 p.m., New York
City time, on March 22, 2013.  The expiration time for the
exchange offers and consent solicitations for the Senior Notes and
the Second Lien Notes, which was scheduled for 11:59 p.m., New
York City time, on April 5, 2013, will now be 11:59 p.m. New York
City time, on April 10, 2013, unless further extended.

Withdrawal and revocation rights expired at 5:00 p.m., New York
City time, on March 22, 2013 with respect to the exchange offers
and consent solicitations for the Senior Notes (including the
related loan invitation to subscribe for new loans) and the Second
Lien Notes and revocation rights expired at 5:00 p.m., New York
City time, on March 22, 2013 with respect to the consent
solicitations for the Senior Subordinated Notes.

The Company, the Issuer and the Company's parent companies today
announced that, as of 5:00 p.m., New York City time, on March 22,
2013, the following consents and principal amount of notes or
loans, as applicable, have been provided or tendered and not
validly revoked or withdrawn in connection with the previously
announced comprehensive capital refinancing plan (the
"Restructuring Plan"):

Title of Security/Loan             Issuer(1)  Principal
                                              Amount
                                              Outstanding(2)


2014 Senior Notes Total(3)         LLC/HI      $753,762,000
2016 Senior Notes                  LLC/INC     $250,000,000
Second Lien Notes                  LLC         $225,137,119
Senior Subordinated Notes(3)       LLC         $433,207,250
Tranche A and Tranche B PIK Loans  H           $498,269,271.28

Principal             Percentage of
Amount                Amount Outstanding
Tendered/Consented    Tendered/Consented

$668,294,228           88.7%
$249,880,000           99.9%
$225,136,982           99.9%
$412,973,570           95.3%
$498,269,271.28        100%

        (1) The issuer designated as "LLC" is Travelport LLC, as
"HI" is Travelport Holdings, Inc., as "INC" is Travelport Inc. and
as "H" is Travelport Holdings Limited.
        (2) As of March 11, 2013.
        (3) The Senior Euro Floating Rate Notes and the 10 7/8%
Senior Euro Subordinated Notes due 2016 were converted into U.S.
Dollars based on the 30 business day average of the U.S. Dollar
for Euro exchange rate reported by the European Central Bank prior
to March 8, 2013 at 3:00 P.M. Central European Time, which was
1.331.

Holders of the Issuer's outstanding 9 7/8% Senior Dollar Fixed
Rate Notes due 2014, Senior Dollar Floating Rate Notes due 2014
and Senior Euro Floating Rate Notes due 2014 and outstanding 9%
Senior Notes due 2016 who validly tendered and did not properly
withdraw Senior Notes in the exchange offers for Senior Notes have
consented to, among other things, (i) a waiver and release of
claims asserted or that could be asserted by the holders of Senior
Notes in connection with the restructuring that occurred in 2011,
including those with respect to certain ongoing litigation between
the Company and Computershare Trust Company, N.A., as indenture
trustee for the Senior Notes, (ii) instruct the trustee to execute
any documents or take any action necessary to effect such release,
(iii) amend the respective indentures governing the applicable
Senior Notes in certain respects and (iv) approve consummation of
the transactions contemplated by the Restructuring Plan.  The
Issuer has entered into supplemental indentures with the trustee
to effect the amendments described in the offering memorandum for
the exchange offers and consent solicitations for the Senior
Notes. Such supplemental indentures will become operative upon the
Issuer's acceptance for payment of Senior Notes and upon the
Issuer's payment of the exchange offer consideration on the terms
set forth in the offering memorandum for the exchange offers and
consent solicitations for the Senior Notes.

Holders of the Issuer's outstanding 11 7/8% Senior Dollar
Subordinated Notes due 2016 and 10 7/8% Senior Euro Subordinated
Notes due 2016 who validly submitted and did not properly revoke
consents in the consent solicitation for the Senior Subordinated
Notes have consented to, among other things, (i) a waiver and
release of claims asserted or that could be asserted by the
holders of Senior Subordinated Notes in connection with the
restructuring that occurred in 2011, including those with respect
to certain ongoing litigation between the Company and
Computershare Trust Company, N.A., as indenture trustee for the
Senior Subordinated Notes, (ii) instruct the trustee to execute
any documents or take any action necessary to effect such release,
(iii) amend the indenture governing the Senior Subordinated Notes
in certain respects and (iv) approve the consummation of the
transactions contemplated by the Restructuring Plan. The Issuer
has entered into a supplemental indenture with the trustee to
effect the amendments described in the consent solicitation
statement for the Senior Subordinated Notes. Such supplemental
indenture will become operative upon the Issuer's payment of the
consent fee as set forth in the consent solicitation statement for
the Senior Subordinated Notes.

Holders of the Issuer's outstanding Series B Second Priority
Senior Secured Notes due 2016 who validly tendered and did not
properly withdraw Second Lien Notes in the exchange offer for
Second Lien Notes have consented to certain proposed amendments to
the indenture governing the Second Lien Notes and to approve the
consummation of the transactions contemplated by the Restructuring
Plan.  The Issuer has entered into a supplemental indenture with
the trustee to effect such amendments.  Such supplemental
indenture will become operative upon the Issuer's acceptance for
payment of Second Lien Notes and upon the Issuer's payment of the
exchange offer consideration on the terms set forth in the
offering memorandum for the exchange offers and consent
solicitations for the Second Lien Notes.

Each of the lenders of Travelport Holdings Limited's Tranche A
unsecured payment-in-kind ("PIK") loans due December 1, 2016 under
the Amended and Restated Credit Agreement, dated as of October 3,
2011, has consented to certain of the transactions contemplated by
the Restructuring Plan and to exchange Tranche A PIK Loans for up
to $25 million aggregate principal amount of Series A Second
Priority Senior Secured Notes due 2016, which will be
automatically exchanged for a separate series of newly issued 11
7/8% senior subordinated notes due 2016 of the Issuer and equity
of Travelport Worldwide Limited.  Each of the lenders of Tranche B
PIK loans due December 1, 2016 under the PIK Credit Agreement has
agreed to exchange its Tranche B PIK Loans for equity of
Worldwide.

Eligible holders of U.S. Dollar-denominated Senior Notes, Second
Lien Notes and Senior Subordinated Notes who wish to request
copies of the applicable offering memorandum or consent
solicitation statement should contact i-Deal LLC, the U.S.
Information and Exchange Agent, at (888) 593-9546 (toll free) or
via email at exchangeoffer@ipreo.com.  Eligible holders of Euro-
denominated Senior Notes and Senior Subordinated Notes who wish to
request copies of the applicable offering memorandum or consent
solicitation statement should contact Lucid Issuer Services
Limited, the European Information and Exchange Agent, via email at
tpl@lucid-is.com

All eligible holders who have not done so are strongly encouraged
to contact the applicable Information and Exchange Agent to obtain
such offering material.

       Important Information About The Restructuring Plan

The new securities issued pursuant to the Restructuring Plan will
not be registered under the Securities Act of 1933, as amended, or
any state securities laws. Therefore, the new securities may not
be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws.

The offers and sales of securities pursuant to the Restructuring
Plan are being made only (i) in the United States, to holders who
are "qualified institutional buyers" as defined in Rule 144A under
the Securities Act; and (ii) outside the United States, to certain
non-U.S. persons in offshore transactions in reliance on
regulations under the Securities Act.  Only holders of U.S.
Dollar-denominated Senior Notes who have completed and returned an
eligibility certification, electronically or otherwise, are
authorized to receive and review the offering memorandum related
to the applicable exchange offer and to participate in the
applicable exchange offer.  Holders of Euro-denominated Senior
Notes must comply with the procedures established by Euroclear or
Clearstream, as applicable.

                     About Travelport Limited

Travelport Limited, headquartered in Atlanta, Ga., is a provider
of critical transaction processing solutions and data to companies
operating in the global travel industry.  With a presence in over
170 countries, approximately 3,500 employees and 2012 net revenue
of more than $2 billion, Travelport is comprised of the global
distribution system (GDS) business, which includes the Galileo and
Worldspan brands, its Airline IT Solutions business and a majority
joint venture in eNett.

At Sept. 30, 2012, the Company had total current assets of
US$617.0 million and total current liabilities of
US$728.0 million.  Travelport Limited's working capital deficit
was US$111 million as of Sept. 30, 2012.


TWIN DEVELOPMENT: Section 341(a) Meeting Scheduled for April 16
---------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Twin Development,
LLC, will be held on April 16, 2013, at 4:00 p.m. at 402 W.
Broadway, Emerald Plaza Building, Suite 660 (B), Hearing Room B,
San Diego, CA 92101.

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.

Twin Development, LLC, filed a Chapter 11 petition (Bankr. S.D.
Cal. Case No. 13-02719) on March 19, 2013.  The petition was
signed by Wallace Benwart as manager.  The Debtor scheduled assets
of $55,800,000 and scheduled liabilities $38,027,600.  James
Andrew Hinds, Jr., Esq., at Law Offices of James Andrew Hinds,
Jr., serves as the Debtor's counsel.


U.S. SHIPPING: Moody's Assigns 'B3' Rating to US$220MM Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned new ratings to U.S. Shipping
Corp: Corporate Family Rating of Caa1; Probability of Default
Rating (PDR) of Caa1-PD; and first lien senior secured rating of
B3 to the $220 million term loan B due in 2018 that the company
plans to arrange as part of a refinancing of its capital
structure. The outlook is stable.

Moody's had previously rated the predecessor company of USSC (U.S.
Shipping Partners, L.P.) until that company filed for bankruptcy
in April 2009.

USSC has announced its intent to refinance its existing first lien
and second lien notes ("Emergence Debt") that it issued upon its
emergence from bankruptcy in November 2009. These obligations
mature in August 2013 and can only be settled via a refinancing.

The company has arranged a $50 million second lien term loan
(unrated) to help fund the repayment of the approximately $260
million of Emergence Debt that remains outstanding.

Assignments:

Issuer: U.S. Shipping Corp

Corporate Family Rating, Assigned Caa1

Probability of Default Rating, Assigned Caa1-PD

Senior Secured Bank Credit Facility, Assigned B3 (LGD3, 40%)

Ratings Rationale:

The Caa1 CFR reflects USSC's small size and the significant amount
of funded debt that survived its 2009 emergence from bankruptcy.
This considerable post-emergence debt burden has led to sustained
weak credit metrics. Moreover, the proposed refinancing will
modestly increase debt, sustaining funded debt and leverage at
high levels for a company of its size. Notwithstanding the
maintenance of a highly leveraged capital structure, the
refinancing will strengthen USSC's liquidity profile by replacing
Emergence Debt scheduled to mature in August 2013 with term debt
that matures in 2018 or beyond.

Although the majority of USSC's fleet is under contract, four of
the company's vessels trade on contracts of affreightment, whose
revenues are based on freight volume rather than daily rates as
found in time charters. Additionally, the majority of the
contracts expire within the next 24 months. However, benefits
accruing from Jones Act shipping and from adequate liquidity
should help mitigate downward pressure on the ratings. Moody's
expects that favorable demand and pricing fundamentals should
hold, thereby allowing the company to renew contracts close to, if
not above, the current contract rates. Free cash flow generation
is anticipated to fluctuate because of the more frequent and more
costly dry-dockings of the company's three vessels that are 27
years of age or older.

The ratings also consider the covenant light nature of the new
credit agreements. There will be no financial maintenance
covenants, nor incurrence tests for any restricted payments, which
could lead to more liberal financial policies.

The stable outlook reflects Moody's belief that the majority of
USSC's fleet is likely to remain on contract with freight rates
that allow the company to achieve up to about $20 million of
annual free cash flow in years when drydockings of the company's
older vessels do not occur. Free cash flow should be modestly
above breakeven in years when the older vessels are drydocked.

A positive rating action could occur if USSC was to strengthen its
credit metrics profile, such as sustaining Funds from Operations +
Interest to Interest above 3.0 times, and Debt/EBITDA below 5.5
times. The chartering strategy locks in the majority of the
company's revenue for upcoming years, leaving limited opportunity
to trade its way to a stronger credit metrics profile with its
current fleet. A negative rating action could occur if the company
does not maintain strong daily utilization of the fleet such that
it sustains negative free cash flow. Debt-funded fleet growth
could also pressure the rating as could a weakening of credit
metrics, such that Debt to EBITDA was greater than 8.0 times or
Funds from Operations + Interest to Interest approached 1.0 time.

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

U.S. Shipping Corp, headquartered in Edison, NJ, owns a fleet of
seven U.S. Jones Act chemical or petroleum tankers.


UNITY SHIPPING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Unity Shipping Lines, Inc.
        2860 West State Road 84, Suite 118
        Fort Lauderdale, FL 33312

Bankruptcy Case No.: 13-16222

Chapter 11 Petition Date: March 20, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtors' Counsel: Bradley S. Shraiberg, Esq.
                  SHRAIBERG, FERRARA, & LANDAU, P.A.
                  2385 NW Executive Center Drive, #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.com

Scheduled Assets: $0

Scheduled Liabilities: $7,665,806

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Yacht Path International, Inc.          13-16222
  Assets: $0
  Debts: $7,539,727
Yacht Path Palm Beach, Inc.             13-16261
  Assets: $0
  Debts: $5,133,357
Unity Marine, Inc.                      13-16265
  Assets: $0
  Debts: $6,334,257

The petitions were signed by Dennis Cummings, president.

A. A copy of The Unity Shipping's list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flsb13-16222.pdf

B. A copy of Yacht Path International's list of its 20 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/flsb13-16247.pdf

C. A copy of Yacht Path Palm Beach's list of its 20 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/flsb13-16261.pdf

D. A copy of Unity Marine's list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flsb13-16265.pdf


UNIVERSAL HEALTH: Barred from Using BankUnited Cash Collateral
--------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida has, at the behest of BankUnited, N.A.,
entered an order prohibiting Universal Health Group, Inc., from
using BankUnited's cash collateral.

The Debtor announced through counsel at the hearing that it has no
present intention to use funds that constitute cash collateral of
BankUnited.

As reported by the Troubled Company Reporter on Feb. 14, 2013,
BankUnited sought to bar the use of cash collateral, saying that
although the Debtor didn't request access to cash collateral, the
bank seeks to protect its interests and ensure that the secured
parties' cash collateral are not used to pay expenses or fees in
connection with the Chapter 11 case.

BankUnited, the administrative agent for lenders owed
$36.5 million, explained that the Debtor's assets and the bank's
collateral are the equity interests in insurance company Universal
Health Care Insurance Co., Inc. -- UHCIC -- and health maintenance
organizations Universal Health Care, Inc. -- UHC -- Universal HMO
of Texas, Inc., and Universal Health Care of Nevada.

The Debtor and BankUnited have agreed that cash collateral use be
prohibited.

BankUnited said it has been advised that the Debtor anticipates
receiving a consolidated income tax refund of $5,000,000 in the
near future.  BankUnited asked the Court to prohibit the Debtor
from distributing the tax refund, or any portion thereof.

The Court ordered that tax refund in the amount of $5,862,073.71,
at the time of the hearing due from the U.S. Department of the
Treasury on behalf of the Internal Revenue Service and
subsequently received by the Debtor, remain on deposit in the
Debtor's debtor-in-possession account maintained at BankUnited as
Account No. 9852729200.

                   About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.




VERTAFORE INC: S&P Affirms 'B+' Rating After Facility Amendments
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Vertafore Inc.'s plan
to seek an amendment to its first-lien senior secured credit
agreement does not affect the 'B+' issue-level and '2' recovery
ratings on the first-lien senior secured debt.  Vertafore plans
to, among other things, reduce the pricing on its first-lien
revolver and term loan B, adjust the springing financial
maintenance covenant schedule, and extend the maturity of the
revolver and term loan B.

S&P's 'B' corporate credit rating and stable outlook on Vertafore
are unchanged.

The company seeks to lower the applicable margin on the revolver
and term loan to LIBOR plus 3.25% to 3.5%, and to adjust the LIBOR
floor to 1%.  While S&P views the reduced interest expense as a
positive, the expected incremental cash flow benefit is modest and
does not materially affect financial measures.  The company also
wants to amend its springing first-lien senior secured net
leverage ratio to increase prospective covenant headroom by
resetting the ratios and step-down schedule.  S&P views this as a
minor degradation of credit terms that has no immediate impact on
any ratings.  Finally, the company wants to extend the revolver
maturity 2.7 years to April 2018 from July 2015, and the term loan
B maturity 3.2 years to October 2019 from July 2016.  However, if
there is more than $20 million outstanding under the company's
$260 million second-lien term loan due October 2017, and this
amount is not refinanced to extend its maturity to at least 91
days after the first-lien term loan B maturity, then the revolver
and term loan B maturities will accelerate to July 30, 2017.  S&P
views the maturity extension as credit neutral to slightly
positive as refinancing risk is marginally less.

S&P's ratings on Vertafore reflect its "highly leveraged"
financial profile and "weak" business risk profile.  S&P's
business risk assessment is underpinned by the company's narrow
addressable market and limited revenue bases.  S&P's financial
risk assessment incorporates the company's leverage of about 7x
and modest free operating cash flow.  The company's defensible
niche market position, good operating margins, and high recurring
revenue base partially offset these factors.

RATINGS LIST

Vertafore Inc.
Corporate Credit Rating                   B/Stable/--
Senior Secured
$75 mil. term loan B-2  due 2019*         B+
   Recovery Rating                         2
$550 mil. term loan B due 2019*           B+
   Recovery Rating                         2
$75 mil. revolver due 2018*               B+
   Recovery Rating                         2

*Includes maturity extension.


VIGGLE INC: Copy of Final Version of Exchange Pact with Sillerman
-----------------------------------------------------------------
Viggle Inc. has amended its current report on Form 8-K dated as of
March 14, 2013, to replace Exhibit 10.4 (the Exchange Agreement).
An earlier draft of that agreement was included with the Form 8-K
filed on March 14, 2013.

Sillerman Investment Company LLC and the Company previously
entered into a Line of Credit Grid Promissory Note, dated as of
June 29, 2012, as amended, pursuant to which the Company currently
owes the Investor $20,781,746.

The Company and the Investor wish to exchange, upon the terms and
conditions stated in this Agreement, (i) the aggregate original
principal amount of the Original Note for a Note in the original
principal amount of $20,781,746, which New Note will be
convertible into shares of Common Stock on the terms set forth in
that New Note.  In addition, in order to induce the Investor to
convert the Original Note, the Company will issue to the Investor
40,000 shares of Common Stock for each $100,000 in principal
amount exchanged under the Original Note, for a total of 8,312,699
shares of Common Stock.

The final version of the Exchange Agreement is available for free
at http://is.gd/cYxCaW

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VUZIX CORP: Swings to $323,000 Net Income in 2012
-------------------------------------------------
Vuzix Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$322,840 on $3.22 million of total sales for the year ended
Dec. 31, 2012, as compared with a net loss of $3.87 million on
$4.82 million of total sales during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.42 million
in total assets, $8.63 million in total liabilities, and a
$6.20 million total stockholders' deficit.

EFP Rotenberg, LLP, in Rochester, 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 substantial losses from operations
in recent years.  In addition, the Company is dependent on its
various debt and compensation agreements to fund its working
capital needs.  The Company was not in compliance with its
financial covenants under a senior secured debt holder and had
other debts past due in some cases.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"We have engaged an investment banking firm to assist us with
respect to a planned public stock offering of up to $15,000,000.
Our future viability is dependent on our ability to execute these
plans successfully.  If we fail to do so for any reason, we would
not have adequate liquidity to fund our operations, would not be
able to continue as a going concern and could be forced to seek
relief through a filing under U.S. Bankruptcy Code."

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

                        http://is.gd/cK0zEE

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.


W.R. GRACE: Sues Teledyne Over Chemical-Process Patent
------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that bankrupt chemical
conglomerate W.R. Grace & Co. subsidiary Alltech Associates Inc.
has hit Teledyne Technologies Inc. with a patent lawsuit in
Delaware federal court, saying the defense contractor infringed
four U.S. patents relating to a chemical-purification process
widely used in the pharmaceutical industry, W.R. Grace announced
Monday.

The lawsuit, filed March 15, raises allegations that Teledyne
infringed patents that cover Alltech's Reveleris brand X2 flash
chromatography system -- which was introduced in 2009 -- by
making, using and selling an infringing Combiflash Rf 200i system,
the report related.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


WALTER ENERGY: Operational Restructuring No Impact on Moody's CFR
-----------------------------------------------------------------
On March 22, 2013, Moody's took these rating actions on Walter
Energy:

  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

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.


WAVE SYSTEMS: Incurs $13 Million Net Loss in Fourth Quarter
-----------------------------------------------------------
Wave Systems Corp. reported a net loss of $13.01 million on $7.13
million of total net revenues for the three months ended Dec. 31,
2012, as compared with a net loss of $4.86 million on $11.03
million of total net revenues for the same period during the prior
year.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million on $28.84 million of total revenues, as
compared with a net loss of $10.79 million on $36.13 million of
total net revenues during the previous year.

The Company's balance sheet at Dec. 31, 2012, showed $18.63
million in total assets, $21.49 million in total liabilities and a
$2.86 million total stockholders' deficit.

Wave CEO, Steven Sprague, commented, "While 2012 was challenging
from a revenue perspective, we made important strategic
investments to advance our solutions for security, management and
data protection in the mobile world of tablets and smartphone
devices.  In 2011, we saw the current trend towards mobile and
implemented our own mobile strategy that leverages the unique
Trusted Computing functionality only Wave can provide.  We were
certainly surprised by both the speed of mobile adoption and the
impact it has had on demand for some of our core PC solutions, but
we were not alone in that regard given the fundamental changes in
the PC industry over the last year.

"We believe these developments have set the stage for significant
opportunities for Wave in 2013 and beyond, and we have focused our
sales and marketing efforts on our unique security and management
capabilities for Windows 8 tablets, including Microsoft's Surface
Pro and Dell's Latitude 10.  The initial enterprise response to
this solution has been positive, and this development has prompted
opportunities to continue to promote this security infrastructure
for managing existing devices running Windows 7.  We are now
beginning to ship prototype tablet software but do not anticipate
any meaningful order activity until Q2 at the earliest."

A copy of the press release is available for free at:

                       http://is.gd/VNOppF

                       About Wave Systems

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

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.


WENDY'S INTERNATIONAL: S&P Assigns 'BB-' Rating on Term Loan A
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' and a '2'
recovery rating to Wendy's International Inc.'s term loan A.  The
restaurant chain's announcement that it plans to refinance
$300 million of its term loan B into a new term loan A facility
has no immediate impact on S&P's ratings or outlook on the
company.  Wendy's International is owned by The Wendy's Co.  In
conjunction with the transaction, the company also plans to extend
the maturity of its revolving credit facility one year to 2018 to
align it with the new term loan A facility.

S&P's 'B+' corporate credit ratings and stable outlook on both
entities are unchanged.

The refinancing is leverage neutral with increased amortization
and modestly lower interest expense associated with the pro rata
term loan A.  All key aspects of the existing credit agreement
remain unchanged as a result of this transaction.  S&P expects the
company's financial risk profile to remain "highly leveraged" and
its liquidity to remain "adequate" following this transaction.

RATINGS LIST

The Wendy's Co.
Corporate Credit Rating               B+/Stable/--

Wendy's International Inc.
Corporate Credit Rating               B+/Stable/--

New Rating

Wendy's International Inc.
$300 Mil. Term Loan A Due 2018        BB-
   Recovery Rating                     2


YPG FINANCING: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating, and stable outlook, to Montreal,
Que.-based media and marketing solutions provider Yellow
Media Ltd., the new parent of YPG Financing Inc. (formerly Yellow
Media Inc.).

At the same time, Standard & Poor's raised its long-term corporate
credit rating on YPG Financing Inc. to 'B' from 'D' (default).
The outlook is stable.  At Dec. 31, 2012, the company had about
C$910 million of long-term debt outstanding.

"We base the upgrade on parent Yellow Media Ltd.'s lowering of its
debt burden and addressing its refinancing risk and liquidity
through a balance-sheet recapitalization," said Standard & Poor's
credit analyst Madhav Hari.  "However, the company's operations
remain vulnerable to ongoing structural shifts within its
industry," Mr. Hari added.

In addition, Standard & Poor's assigned its 'B+' issue-level
rating and '2' recovery rating to YPG Financing Inc.'s
C$800 million 9.25% senior secured notes due 2018.  A '2' recovery
rating indicates S&P's expectation of substantial (70%-90%)
recovery in the event of default.  Standard & Poor's also assigned
its 'CCC+' issue-level rating and '6' recovery rating to the
company's C$107.5 million senior subordinated unsecured
exchangeable debentures due 2022.  A '6' recovery rating indicates
S&P's expectation of negligible (0%-10%) recovery in a default
situation.

The ratings on Yellow Media Ltd. are consolidated with its
subsidiaries, which include YPG Financing Inc. and Yellow Pages
Group Corp. (collectively, Yellow Media).  The 'B' corporate
credit rating reflects what Standard & Poor's views as the
company's "vulnerable" business risk profile and "aggressive"
financial risk profile, supported by S&P's "adequate" assessment
of the company's liquidity.

In addition to being the holding company for YPG Financing Inc.
and Yellow Pages Group Corp. (the principal operating company),
Yellow Media's other notable investments include a 30% equity
interest in 411 Local Search Corp. and a 60% stake in Mediative
G.P. Inc.  Yellow Media is Canada's largest telephone directories
publisher, owning 375 print telephone directories published in
2012 with a circulation of about 18 million copies.  The company
owns and operates the leading online advertising properties in
Canada such as YellowPages.ca, Canpages.ca, Canada411.ca, and
RedFlagDeals.com.  Its online destinations reach 9 million unique
visitors monthly and its mobile applications have been downloaded
more than 5 million times.  Yellow Media also provides national
digital advertising through Mediative, a digital advertising and
marketing solutions provider to national agencies and advertisers.

The stable outlook reflects S&P's expectation that, despite low
double-digit-percent erosion of revenue (given secular challenges
facing print directory offerings), Yellow Media can sustain its
Standard & Poor's adjusted debt-to-EBITDA ratio below 4x over the
horizon of two-to-three years.  This level of debt leverage is
consistent with the ratings, in S&P's opinion, based on its
current business risk assessment of the company.  Under S&P's base
case scenario, Yellow Media should be able to generate
C$100 million-C$150 million of annual discretionary free cash flow
over the two years, which it will use primarily to repay debt
thereby partially mitigating the impact of an EBITDA decline.  S&P
also expects the company to sustain adequate liquidity over this
period.


YRC WORLDWIDE: Reacts on Recent Share Price Surge
-------------------------------------------------
The Kansas City Star reported that shares of YRC Worldwide Inc.
climbed above $9 per share for the first time in a year on
March 18, 2013.  According to the report, shares ended the day at
$8.70, up $1.18 or 15.7%.  YRC stock has gained nearly $3 a share
since March 7, the report states.

In a regulatory filing with the Securities and Exchange
Commission, YRC Worldwide said it is not aware of any specific
developments to which the recent sharp increase in its stock
trading volume and price would be attributable.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  The Company's balance
sheet at Dec. 31, 2012, showed $2.22 billion in total assets,
$2.85 billion in total liabilities and a $629.1 million total
shareholders' deficit.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


* Massachusetts Courts Split on Repeat Filing Sanctions
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that a federal district judge in Massachusetts adopted the
minority view and ruled that the automatic stay evaporates as to
both the debtor and estate property when there is a second
bankruptcy within a year after the prior petition by an individual
was dismissed.

The report notes that the majority view is exemplified in a 2006
case from the Bankruptcy Appellate Panel for the First Circuit in
a case called Jumpp.  There, the panel said that Section
362(c)(3)(A) of the Bankruptcy Code means the stay ends
automatically in 30 days as to the individual and property not
part of the estate.  Jumpp says the stay continues as to property
of the estate.

According to the report, U.S. District Judge George A. O'Toole in
Boston disagreed with Jumpp and took sides with a case called
Reswick from the Bankruptcy Appellate Panel for the Ninth Circuit
in San Francisco.  Judge O'Toole noted how U.S. Bankruptcy Judge
Marvin Isgur in Houston characterized the subsection as
"particularly difficult to parse and, at worst, virtually
incoherent."  Judge O'Toole said the intended deterrent effect
wouldn't be served unless the stay ends completely, even as to
property of the estate.

The opinion leaves bankruptcy judges in Massachusetts in a
quandary.  When faced with the question, they have conflicting
authorities, one from the appellate panel of bankruptcy judges and
another from O'Toole, a district judge.

The case is St. Anne's Credit Union v. Ackelll, 12-10720, U.S.
District Court, District of Massachusetts (Boston).


* Payroll Growth Vaults to Higher Pace at U.S. Companies
--------------------------------------------------------
Rich Miller & Shobhana Chandra, writing for Bloomberg News,
reported that at Industrial Builders Inc., Paul Diederich plans to
boost payrolls about 10 percent this year.

"The economy is on the rebound," the president of the West Fargo,
North Dakota-based heavy-construction company, told Bloomberg. "We
have some projects in our backlog."

Diederich, who is hiring "in the hope that when the weather
breaks, we'll have the need to put these people to work," has
already filled two management positions, Bloomberg related.  He
intends to increase staff, including seasonal employees, to more
than 300 as the July-August peak building period approaches.

Industrial Builders isn't alone, Bloomberg said.  Companies from
Ford Motor Co (F). to a California tortilla maker are stepping up
hiring as the economy improves. The result, say Maury Harris of
UBS Securities LLC and Allen Sinai of Decision Economics Inc.:
Payroll growth is vaulting to a faster pace of about 200,000 a
month, after averaging 167,000 in the second half of last year.

"The new normal is 200,000," Sinai, chief executive officer of the
New York-based investment-research company, told Bloomberg.
Payrolls may rise 216,000 this month after climbing 236,000 in
February, the most since November, he estimates.

Russell Price, a senior economist at Ameriprise Financial Inc.
(AMP) in Detroit, predicts employers will take on 2.5 million
workers this year, after hiring 2.2 million last year, the
Bloomberg report said.  "And that may be a little bit on the
conservative side," added Price, the top-ranked payrolls
forecaster for the two years ended in January, according to data
compiled by Bloomberg.


* Senate Banking Chairman Is Expected to Retire
-----------------------------------------------
Michael R. Crittenden and Corey Boles, writing for The Wall Street
Journal, reported that Sen. Tim Johnson (D., S.D.), chairman of
the powerful Senate Banking Committee, is expected to announce he
won't seek re-election in 2014, according to two Senate Democratic
aides, setting the stage for a hotly contested race to succeed
him.

Mr. Johnson, 66 years old, is slated to speak Tuesday afternoon at
the University of South Dakota, his alma mater, to discuss his
plans, according to WSJ.  A spokesman declined to comment on what
he intends to say, but the aides said they anticipate he will
decline to seek a fourth Senate term.

His expected decision to retire could buoy Republican hopes of
taking back control of the Senate, WSJ said.  A number of
Democratic senators in more moderate states are up for re-
election, and the retirement of party stalwarts like Sens. Carl
Levin of Michigan, Sen. John Rockefeller IV of West Virginia and
Tom Harkin of Iowa has added to the challenge Democrats face.

A decision by Mr. Johnson to step down also could trigger a race
to take the gavel of the Senate Banking Committee, which oversees
Wall Street, housing and transportation issues, WSJ added.  Sen.
Jack Reed (D., R.I.), the second-ranking Democrat in the Banking
and Senate Armed Services panels, is next in line for both
committees and would likely have the option to choose which one he
prefers. Mr. Levin heads the Armed Services Committee.

WSJ related that Mr. Johnson, a lawyer who was elected to the
South Dakota House in 1978, was first elected to Congress in 1986.
Health problems have presented a challenge to South Dakota's
senior senator, including a 2006 brain hemorrhage that kept him
from working in Washington for a significant period of time.

As head of the banking panel, Mr. Johnson has overseen major
changes in the financial system after the 2008 financial crisis,
according to WSJ.  While he is regarded as sympathetic to the
concerns of financial firms that operate in his home state,
including community banks, Mr. Johnson has also fought GOP
attempts to roll back or water down portions of the Dodd-Frank
financial overhaul law.  Notably, he's been a outspoken advocate
on behalf of the Consumer Financial Protection Bureau, criticizing
Republican efforts to block the nomination of Richard Cordray to
head the agency.


* Tampa Firm Sues Ex-Managing Partner for Cover-Up
--------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that Tampa law firm
Smolker Bartlett Schlosser Loeb & Hinds PA has sued its former
managing partner for allegedly violating his employment agreement
by covering for another former partner who was withdrawing money
from the firm while secretly planning to file for bankruptcy.

In a complaint filed last month in Florida's Thirteenth Judicial
Circuit Court, the firm, formerly called Bricklemyer Smolker &
Bolves PA, sued former managing shareholder, president and CEO
Keith Bricklemyer for allegedly hiding ex-partner Brian Bolves'
financial difficulties and conspiring with him to file for
bankruptcy, the report related.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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