TCR_Public/130328.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, March 28, 2013, Vol. 17, No. 86

                            Headlines

207 REDWOOD: Court Approves Plan Sponsors' Disclosure Statement
ACCESS PHARMACEUTICALS: Incurs $12.5 Million Net Loss in 2012
ACCUPAY INC: Files for Chapter 7 Bankruptcy
ADEPT TECHNOLOGIES: Court Sets April 1 Hearing on Disclosures
ALETHEIA RESEARCH: Trustee Wants Case Converted to Chapter 7
ALLIED INDUSTRIES: Section 341(a) Meeting Scheduled for April 23

AMERICAN AIRLINES: Has Court's Green Light to Proceed With Merger
AMERICAN AIRLINES: Supports Bonuses for CEO Horton and Executives
AMERICAN AIRLINES: Plan Filing Deadline Extended to May 29
AMERICAN BUILDERS: Moody's Rates $1.15-Bil. Senior Term Loan 'B1'
AMERICAN AIRLINES: Fitch Sees Minimal Impact of US Airways Merger

AMFIN FINANCIAL: Needn't Turn Over $195M Tax Refund to FDIC
AMTRUST FINANCIAL: $195MM Tax Refunds Belong to Bankruptcy Estate
ARTE SENIOR: Hearing Today on Non-Adverse Modifications to Plan
ATWATER PUBLIC: Fitch Affirms 'BB' Rating on $19.6MM Revenue Bonds
BIOFUEL ENERGY: To Explore Strategic Alternatives After Default

BON-TON STORES: Declares 5 Cents Per Share Cash Dividend
BIOVEST INTERNATIONAL: Obtains Interim OK to Borrow $700,000
BURCAM CAPITAL: CWCapital Fails to Halt Confirmation Order
BUSINESS DEVELOPMENT: Hearing on Case Dismissal Today
CAMARILLO PLAZA: Plan Confirmation Hearing Continued Until June 13

CANYONS @ DEBEQUE: Amends Outline for Plan of Reorganization
CAPITOL BANCORP: Selling Stake in Capital National
CENTRAL EUROPEAN: RTL Amends Plan Support Pact and Term Sheet
CENTRAL EUROPEAN: Not Ready To Toast A1's Restructuring Deal
CHAMPION INDUSTRIES: Shareholders Elect Seven Directors

CHARTIS EXCESS: To Wind Down for Parent AIG's Sake
CHINA NATURAL: Asks Court to Dismiss Involuntary Ch 11 Case
CLAIRE'S STORES: Reports $42.2 Million Net Income in Fourth Qtr.
CLEAR CHANNEL: J. Carlisle Replaces C. Brizius as Director
COCOPAH NURSERIES: Directed to Again Amend Plan Outline

CLUB AT SHENANDOAH: GE Consents to Cash Use Until April 2013
CONSOLIDATED TRANSPORT: Plan Filing Deadline Extended to April 1
CONSTRUCTORA DE HATO: Has Until April 26 to File Plan
CREEKSIDE SENIOR APARTMENTS: 6th Cir. BAP Affirms Case Dismissal
CYPRESS OF TAMPA: Files Amended Schedules of Assets & Liabilities

CYPRESS OF TAMPA II: Files Amended Assets & Debts Schedules
DIPPIN' DOTS: After Bankruptcy, Aims for Healthier Future
DUNLAP OIL: Creditor Wants Valuation of Property
ECCOTEMP SYSTEMS: Files Bankruptcy to Halt Receivership
EDENOR SA: Shareholders' Meeting Scheduled for April 25

ENDEAVOUR INTERNATIONAL: Presented at Howard Weil's Conference
EUROFRESH INC: Creditors Say Chapter 11 Isn't Federal Foreclosure
FIRST DATA: Fitch Rates Proposed $500MM Sr. Unsecured Notes 'CCC+'
FIRST DATA: Moody's Assigns Caa1 Rating to New US$500MM Sr. Loan
FOREST CITY: Fitch Assigns 'BB-' Issuer Default Rating

FNB UNITED: Incurs $6.3 Million Net Loss in Fourth Quarter
FORT DEFIANCE: Dist. Court Keeps Superior Lien on Todd Property
FREESEAS INC: Court Approves Another Settlement with Hanover
FREESEAS INC: Hanover Holdings Owns 9.7% Stake at March 20
FRIENDSHIP DAIRIES: Court Denies AgStar's Motion for Stay Relief

GABRIEL TECHNOLOGIES: Amends List of Largest Unsecured Creditors
GUITAR CENTER: Names Former Best Buy Canada President as CEO
HAVRE AERIE: Wins Confirmation of Bankruptcy Exit Plan
HERITAGE CONSOLIDATED: Presents Plan for Confirmation
HOWREY LLP: Trustee Files First Unfinished-Business Settlements

HOWREY LLP: Creditor Seeks to File Suit Against Partners
HOWREY LLP: Partners Are Assailed on Law Firm's Demise
INTELSAT SA: To Use Offering Proceeds to Redeem 2017 PIK Notes
ISC8 INC: Transforms Into Pure Play Global Cybersecurity Company
LEHMAN BROTHERS: Sues Credit Agricole Over $34 Million Swap

LHC, LLC: Has Court's Nod to Use Cash Collateral Until April 2
LYON WORKSPACE: Can Hire Focus Management & Perkins Coie
LYON WORKSPACE: Committee Wins OK to Hire Advisors
MACCO PROPERTIES: Can Hire Insurance Adjuster & Negotiator
MAGNOLIA INSURANCE: Allianz Gutted Defunct Insurer, Fla. Says

MAX'S DELICATESSEN: Files Bankruptcy to Sell Business
MC2 CAPITAL: F. Rogers Corporation's Claim Time-Barred
MERIDIAN SUNRISE: Court Approves Bush Strout as Attorneys
MF GLOBAL: Has Access to Cash Collateral Until May 31
MODERN PRECAST: Wants Dismissal of West North & West Family Cases

MONTANA ELECTRIC: Trustee Wants Morgan Stanley Deal Kept Secret
NAVISTAR INTERNATIONAL: Amends Aug. 2012 Note Purchase Agreement
NET TALK.COM: Amends Third Quarter Form 10-Q
NNN 3500: Continued Hearing on Bid Dismiss Case Set for April 10
NNN CYPRESSWOOD: Hearing on Disclosure Statement Set for April 10

NORTHCORE TECHNOLOGIES: Annual Report to be Released March 31
NYTEX ENERGY: Incurs $5.1 Million Net Loss in 2012
OLD SECOND: Files Form 10-K, Incurs $5 Million Net Loss in 2012
OTELCO INC: Takes First Step Toward Ch. 11 Restructuring
OVERSEAS SHIPHOLDING: Wins in Alaska Tanker & Securities Lawsuits

OVERSEAS SHIPHOLDING: Houston LLC Files Assets & Debts Schedules
OVERSEAS SHIPHOLDING: Integrity Files Schedules of Assets & Debts
OVERSEAS SHIPHOLDING: First Chemical Files Assets & Debt Schedules
OVERSEAS SHIPHOLDING: First LPG Files Assets & Debt Schedules
PENN TREATY: Broadbill Discloses 8% Equity Stake at March 15

PENSON WORLDWIDE: Plan Outline Approved, May 21 Conf. Hearing Set
PIEDMONT CENTER: Court OKs Further Employment of Lundy as Realtor
PITT PENN: IEAM Creditors to Get 100% in Competing Plans
RADNET MANAGEMENT: Moody's Assigns 'Ba3' Rating to Upsized Loan
READER'S DIGEST: Can Hire Cole as Special Conflicts Counsel

READER'S DIGEST: Evercore Group Approved as Investment Banker
READER'S DIGEST: Authorized to Hire FTI as Financial Advisor
READER'S DIGEST: Can Pay Foreign Creditors and Critical Vendors
REVEL AC: Consolidated List of 50 Largest Unsecured Creditors
REVEL ATLANTIC: Moody's Cuts CFR to 'C' After Bankruptcy Filing

ROBERTS HOTELS: 3 Hotels Sold for $5.2MM; Sale Hearing on April 3
RYMAN HOSPITALITY: Moody's Assigns First-Time 'Ba3' CFR
SAMSON MANUFACTURING: Gun Accessories Maker Files Bankruptcy
SAN BERNARDINO, CA: Sues California Agencies to Get Tax Money
SAN DIEGO HOSPICE: Claims Bar Date Set for April 26

SANTEON GROUP: Reports $109,000 Net Income in Fourth Quarter
SEALY CORP: Completes Merger with Tempur-Pedic
SEALY CORP: Sealy Holding No Longer Owns Shares at March 18
SEALY CORP: H Partners No Longer Shareholder at March 18
SEARS HOLDINGS: Edward Lampert Continues to Serve as CEO

SEARS HOLDINGS: Incurs $1 Billion Net Loss in 2012
SPX CORP: S&P Revises Outlook to Stable & Affirms 'BB+' Rating
STANFORD GROUP: Greenberg Traurig Says Deal Imperils Law Firms
STILLWATER ASSET: Creditors Renew Bid to Appoint Ch. 11 Trustee
STILLWATER ASSET: Hires ASK as Counsel & Marotta Gund as Manager

STOCKTON, CA: 4-Day Trial on Chapter 9 Eligibility This Week
STOCKTON, CA: Deficits May Total $100 Million, Forecast Shows
SUNTECH POWER: Adds Two Additional Directors to Board
SUNTECH POWER: Unit Faces Insolvency Proceedings in China
THERMOENERGY CORP: Seven Directors Elected to Board

THINGS REMEMBERED: Moody's Keeps B2 Rating on Upsized $177MM Loan
THINGS REMEMBERED: S&P Affirms 'B' Rating on Upsized $177MM Loans
TITAN ENERGY: May Default on Debt; Seeks Notes Restructuring
TOBACCO SQUARE: Bank's Lien on Personal Property Clarified
TRAINOR GLASS: Committee Can Tap SugarFGH for Avoidance Actions

TRAINOR GLASS: Can Hire Thompson Hine as Local Maryland Counsel
TRAINOR GLASS: Committee Wants Protiviti as Financial Advisor
TRAVELPORT LLC: Extends Early Deadline for Exchange Offer
UNITED WESTERN: JPMorgan, FDIC Want Case Converted to Chapter 7
UNIVERSAL HEALTH: Can Hire Morgan Joseph as Investment Banker

UNIVERSAL HEALTH: Hires Katten Muchin & Stichter Riedel as Counsel
UNIVERSAL HEALTH: Ad Hoc Equity Committee Wants Examiner Appointed
VANGUARD HEALTH: Moody's B2 CFR Remains After Medicaid Deal Loss
VERTAFORE INC: New Senior Debt Facilities Get Moody's B1 Rating
VIGGLE INC: Chairman and CEO Owns 73.4% Equity Stake at March 11

WESB PAYMENT: Lien Waived for Giving Collateral to Trustee
WILLDAN GROUP: $300K Profit in Q4; In Breach of Covenants
WILLEM BRON: Dairy Wins Confirmation of Amended Chapter 11 Plan
WILLIAM A. MARSH III: Repayment Plan Calls for Payment to Trustee

* Fitch Says FTC Bid to Rid Pay-to-Delay Could Cost Drug Makers
* Fitch Says High Yield Default Rate Remains Range Bound
* Moody's Says Credit Card Charge-offs Spiked in February

* FLSA Liabilities Transfer in Buyouts, 7th Circ. Says
* Undistributed Money in Chapter 13 Goes to Bankrupt in Chapter 7

* Argentina Denied En Banc 2nd Circ. Review in Bond Case
* California Watches as Pacific Grove Goes after CalPERS
* JPMorgan Chase Faces Full-Court Press of Federal Investigations

* LPS' February Month-End Data Show Decline in Foreclosure Rates
* New York Hottest Market for Distressed Real Estate Activity
* Solus Funds Raise $1.1 Billion to Invest in Bankruptcy Claims

* KCC Named National Law Journal's Best Claims Administrator
* New Dilworth Partner To Grow NYC Office From Scratch

* 6th Cir. Appoints James Croom as Tennessee Bankruptcy Judge

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

207 REDWOOD: Court Approves Plan Sponsors' Disclosure Statement
---------------------------------------------------------------
On March 4, 2013, the U.S. Bankruptcy Court for the District of
Maryland approved the adequacy of the amended disclosure statement
filed by Secured Creditor RL BB Financial, LLC, and Debtor 207
Redwood, LLC, in support of the Plan Sponsors' Plan dated Nov. 13,
2012.

RL BB will acquire all assets of the Debtor and will make all
distributions under the Plan.  All property of the Debtor's estate
not otherwise specifically treated under the Plan will become
property of RL BB (or its designee).  Payments made under the Plan
will be made by RL BB.

Under the Plan, the Holders of Interests in the Debtor will not
receive or retain anything on account of their Interests, and
their Interests will be canceled and extinguished as of the
Effective Date.  The Holder of the Allowed Secured Claim will
receive payment equal to 100% of its Allowed Secured Claim on the
Effective Date.  All Classes, except Class 1 (FNA Maryland and
Baltimore City), are impaired under the Plan.

                        About 207 Redwood

Columbia, Maryland-based 207 Redwood LLC was created to own,
rehabilitate and develop a 10-story historic building located at
207 East Redwood Street in downtown Baltimore, Maryland, into a
hotel.  The Debtor filed for Chapter 11 protection (Bankr. D. Md.
Case No. 10-27968) on Aug. 6, 2010.  James A. Vidmar, Jr., Esq.,
and Lisa Yonka Stevens, Esq., at Logan, Yumkas, Vidmar & Sweeney,
LLC, in Annapolis, Md., assist the Debtor in its restructuring
effort.  In its amended schedules, the Debtor disclosed
$14.5 million in assets and $24.1 million in liabilities as of the
Petition Date.


ACCESS PHARMACEUTICALS: Incurs $12.5 Million Net Loss in 2012
-------------------------------------------------------------
Access Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss allocable to common stockholders of $12.53 million on
$4.40 million of total revenues for the year ended Dec. 31, 2012,
as compared with a net loss allocable to common stockholders of
$4.30 million on $1.84 million of total revenues during the prior
year.

The Company's balance sheet at Dec. 31, 2012, showed $1.73 million
in total assets, $18.80 million in total liabilities and a $17.07
million total stockholders' deficit.

Whitley Penn LLP, in Dallas, Texas, 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 had recurring losses from operations, negative
cash flows from operating activities and has an accumulated
deficit, which conditions raise substantial doubt about the
Company's ability to continue as a going concern.

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

                       http://is.gd/7L1tAa

                  About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.


ACCUPAY INC: Files for Chapter 7 Bankruptcy
-------------------------------------------
Bel Air, Maryland-based AccuPay, Inc., aka Accupay, Inc., and
Accu-pay, Inc., filed for Chapter 7 bankruptcy (Bankr. D. Md. Case
No. 13-14295), on March 12, listing under $500,000 in both assets
and debts.

Judge Robert A. Gordon oversees the case.  Brian A. Goldman, Esq.
-- emg@goldmangoldman.com -- at Goldman & Goldman, P.A., has been
appointed as interim trustee.  The Debtor is represented James A.
Vidmar, Jr., Esq. -- jvidmar@yvslaw.com -- at Yumkas, Vidmar &
Sweeney, LLC.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is set for
April 9 at 1:00 p.m. at 341 meeting room 2650 at 101 W. Lombard
St., Baltimore.

Robert Lang, writing for WBAL-TV, reports AccuPay closed its doors
earlier this month leaving many of its 600 clients with unpaid
federal and state tax bills.  The report says Harford County
Republican State Senator Barry Glassman has introduced a
commission to study the regulations of payroll service companies.
Mr. Glassman told WBAL News that the state provides no regulation,
or bonding requirements of payroll service companies.  This bill
would create a commission led by the Maryland Comptroller's
Office.  The commission would be charged with studying the issue
and making recommendations to the legislature for any regulations
that would be considered next year.

WBAL-TV reports that five companies have sued AccuPay.  The
Baltimore Sun reports that Bel Air Police were also investigating
the firm's activities.


ADEPT TECHNOLOGIES: Court Sets April 1 Hearing on Disclosures
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama has
scheduled for April 1, 2013, at 9:00 a.m., the hearing to consider
the adequacy of the disclosure statement filed by ADEPT
Technologies, LLC, in support of its plan of reorganization.

As reported in the TCR on March 27, 2013, 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.


ALETHEIA RESEARCH: Trustee Wants Case Converted to Chapter 7
------------------------------------------------------------
Jeffrey I. Golden, Chapter 11 Trustee for the bankruptcy estate of
Aletheia Research and Management, Inc., has asked the U.S.
Bankruptcy Court for the Central District of California to convert
the Debtor's Chapter 11 case to Chapter 7.

The U.S. Trustee and his professionals have inspected the Debtor's
business premises, conferred with the Debtor's management and
counsel, conducted an analysis of the Debtor's operations and
assets, closed the Debtor's business, and relocated the Debtor's
personal property to a warehouse in Santa Fe Springs, California,
pending future sale.  The Chapter 11 Trustee closed the Debtor's
business and vacated its business premises as of Jan. 31, 2013, in
order to avoid incurring $160,000 in rent charges for February.

The Chapter 11 Trustee believes that no benefit would be derived
from a plan of reorganization or from the Debtor remaining in
Chapter 11.

                      About Aletheia Research

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

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

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


ALLIED INDUSTRIES: Section 341(a) Meeting Scheduled for April 23
----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Allied
Industries, Inc., will be held on April 23, 2013, at 9:00 a.m. at
RM 105, 21051 Warner Center Lane, Woodland Hills, CA 91367.

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.

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365.  Dheeraj K. Singhal, Esq., at
DCDM LAW GROUP, P.C., serves as the Debtor's counsel.


AMERICAN AIRLINES: Has Court's Green Light to Proceed With Merger
-----------------------------------------------------------------
As widely reported, Bankruptcy Judge Sean H. Lane on Wednesday
permitted US Airways and American Airlines to proceed with their
planned merger.  Judge Lane, however, deferred ruling on a nearly
$20 million severance package for AMR CEO Thomas Horton.

Mr. Horton is slated to step down as CEO when the merger becomes
effective.  US Airways CEO Doug Parker will assume that role in
the combined company.  Mr. Horton, however, will continue to serve
as non-executive chairman but will give up that position sometime
in 2014.

"Judge Lane's approval of the merger agreement today allows us to
continue progressing forward with our planned merger and we are
gratified to know that he considers the merger an 'excellent
result' for stakeholders," the airlines said in a joint statement.

According to James O'Toole and Chris Isidore, writing for
CNNMoney, while Judge Lane declined to approve Mr. Horton's
severance, he may take up the issue again when AMR presents its
reorganization plan for approval within the next few months.

Tracy Hope Davis, the U.S. Trustee for Region 2, objected to Mr.
Horton's severance.  According to CNNMoney, calling it excessive
and a violation of bankruptcy law.

CNNMoney relates American spokesman Mike Trevino countered that
the severance arrangements "are designed to motivate a strong
management team during the integration process and will be paid by
the new company."  Gregg Overman, spokesman for the Allied Pilots
Union, which represents the American pilots, said ahead of the
hearing that the group was "not happy" with Mr. Horton's proposed
severance, but said it "appears to be a cost of doing business."

The merger also requires approval from federal regulators before
it's finalized, which is expected to happen in the third quarter
of this year, CNNMoney notes.

                      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: Supports Bonuses for CEO Horton and Executives
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee doesn't object to AMR Corp.'s merger
with US Airways Group Inc., nor does she object to compensation
adjustments for rank-and-file workers.  She does object to a
$20 million severance package for departing Chief Executive
Officer Thomas Horton and bonuses for other top-level executives.

However, AMR contends the executive bonuses are permissible
because they will be paid after bankruptcy concludes and will come
from a newly created entity, not from AMR.

Bankruptcy law either prohibits or limits bonuses for executives
in bankruptcy reorganization.  Bonuses for merely remaining with
the company are prohibited.

According to the report, the bankruptcy watchdog for the Justice
Department says AMR can't evade congressional bonus prohibitions.
She says that the $20 million severance for Horton doesn't fall
within any bonus Congress permits.  Bonuses for other executives,
payable on emergence from bankruptcy and later, are all dependent
only on remaining in AMR's employment, and thus are prohibited
retention bonuses.  According to the U.S. Trustee, the "insiders"
are holding "this deal hostage to their self-interested self-
dealing."

AMR has yet to file the Chapter 11 reorganization plan that will
put the merger into effect.  The airline expects the merger to be
completed in the third quarter following confirmation of the plan.
The plan will allow existing AMR shareholders to receive 3.5% or
more of the stock in the merged companies.  The plan also gives
stock in the merged companies to AMR creditors.

AMR stock has risen 61% this month, closing down 3.4% to $4.03
March 25 in over the counter trading.  The stock was around $1.30
before the merger was announced and 40 cents in October.

                      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: Plan Filing Deadline Extended to May 29
----------------------------------------------------------
Bankruptcy Judge Sean H. Lane on Wednesday extended AMR Corp. and
its debtor-affiliates' exclusive period to file a Chapter 11 plan
to and including May 29, 2013, and the exclusive period to solicit
plan votes to and including July 29, 2013.  The extensions, the
Court said, are without prejudice to further requests that may be
made pursuant to 11 U.S.C. Section 1121(d) by any party in
interest, for cause shown, upon notice and a hearing.  But the
Court added that should the Unsecured Creditors' Committee file a
motion to shorten the Debtors' Exclusive Periods, the Debtors
shall bear the burden in accordance with 11 U.S.C. Sec. 1121(d) to
show cause to retain the Exclusive Periods.

                      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 BUILDERS: Moody's Rates $1.15-Bil. Senior Term Loan 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a first-time B1 Corporate
Family Rating and B1-PD Probability of Default Rating to American
Builders & Contractors Supply Co., Inc., the direct, wholly-owned
operating subsidiary of ABC Supply Holding Corp.

Moody's also assigned a B1 rating to the company's proposed $1.15
billion senior secured term loan and a B3 rating to its proposed
$600 million senior unsecured notes.

Proceeds from the term loan and the notes, in addition to $124
million of incremental borrowings under the company's asset-based
revolving credit facility (unrated) will finance the redemption of
the minority shares of ABC currently held by the affiliates of
Advent International, Apollo Global Management and the founding
family of the legacy Bradco Supply business for approximately $1.4
billion. $184 million of the proceeds will be used to redeem all
outstanding stock appreciation rights (SARs). Remaining proceeds
will be used to refinance existing debt and to pay other related
fees and expenses.

Upon the closing of the transaction, Diane M. Hendricks
Enterprises, Inc. will be the company's sole remaining
shareholder. The rating outlook is stable.

The following ratings will be affected by this action:

  Corporate Family Rating assigned B1;

  Probability of Default Rating assigned B1-PD,

  Senior Secured Term Loan B due 2020 assigned B1 (LGD3, 48%);
  and,

  Senior Unsecured Notes due 2021 assigned B3 (LGD5, 86%).

Ratings Rationale:

ABC's B1 Corporate Family Rating reflects the company's highly
leveraged capital structure following the buyout by the majority
shareholder and the redemption of the outstanding SARs. The
addition of over $1.6 billion of balance sheet debt will raise the
company's pro forma adjusted debt leverage to over 5.5 times from
only 1.7 times at December 31, 2012 (ratios incorporate Moody's
standard accounting adjustments). However, Moody's projects
gradual improvement by the end of 2014, based on Moody's
expectations for increased volume and gradual debt reduction.

In addition, as a result of the buyout and the redemption of the
SARs, the company will have substantially negative book equity.
Further constraining the rating is Moody's concern that future
distributions to DMHE -- or payments to related parties -- could
limit debt reduction or potentially raise leverage if financed
with debt. Also, ABC has historically maintained a minimal cash
balance and intends to continue to do so going forward, which
could increase the company's reliance on its revolving credit
facility to cover working capital requirements and growth capital
expenditures, including opportunistic bolt-on acquisitions.

Offsetting some of these concerns is the strength of company's
business profile. ABC is among the largest distributors of
exterior building products and roofing supplies. Its vast national
footprint allows it to absorb shocks associated with regional
weakness and also manage potential volatility in annual storm-
related demand. In addition, demand for its products is more
likely to rebound during the earlier months of a recovery in its
end markets, as roof repair is a relatively non-discretionary
expense compared with other repair and remodeling projects.

ABC's size and scope allow it to generate high absolute levels of
operating profit, which offsets its single-digit operating
margins. Despite the large pro forma increase in balance sheet
debt and interest expense, Moody's expects that interest coverage
will remain strong for the B rating category over the next 12 to
18 months. Also supporting the rating is the company's good
liquidity profile, characterized by strong free cash flow
generation, ample revolver availability and the absence of
material debt maturities until the revolver expires in 2018.

The stable rating outlook incorporates Moody's view that ABC's
operating performance will continue to improve and that free cash
flow will be used for debt reduction, resulting in leverage
metrics that are more supportive of the current corporate family
rating.

The B1 rating assigned to the senior secured term loan due 2020 is
the same as the corporate family rating, as it represents the
preponderance of debt in the proposed capital structure. The term
loan will be secured by a first lien on all of the ABC's assets
not pledged to secure the asset-based revolving credit facility.
It will also have a second lien on the assets securing the
revolver. The term loan will be guaranteed by ABC's domestic
subsidiaries, and will benefit from $600 million in more junior
capital, which would absorb the first losses in a recovery
scenario.

The B3 rating assigned to the senior unsecured notes due 2021 is
two notches below the corporate family rating, reflecting its
position as the junior-most debt in the capital structure, as well
as large size of the company's more senior committed facilities.
The notes will be guaranteed by ABC's domestic subsidiaries, as
well.

Due to the company's elevated debt leverage, Moody's believes
positive rating actions are unlikely for ABC over the near term.
However, if the company meets Moody's expectations for debt
reduction using free cash flow and maintains debt-to-EBITDA below
4.5 times, the ratings may be considered for an upgrade (ratios
incorporate Moody's standard accounting adjustments).

Negative rating actions could occur if ABC's operating performance
falls below Moody's expectations or if the company abandons its
commitment to debt reduction such that (EBITDA-Capex)-to-interest
remains below 2.0 times or debt-to-EBITDA is sustained above 5.5
times (ratios incorporate Moody's standard accounting
adjustments). Excessive usage of the revolving credit facility for
acquisitions or for distributions to the shareholder or related
parties, as well as deterioration in the company's free cash flow
generation could pressure the ratings.

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

American Builders & Contractors Supply Co., Inc., headquartered in
Beloit, WI, is among the largest national distributors of exterior
building products and roofing supplies in the US. Revenues for the
12 months ended December 31, 2012 were approximately $4.7 billion.


AMERICAN AIRLINES: Fitch Sees Minimal Impact of US Airways Merger
-----------------------------------------------------------------
Fitch expects the merger of AMR Corporation (the parent of
American Airlines) and US Airways Group Inc. to have minimal
impact on the co-branded credit card asset-backed securities
issued by their related institutions. "We consider the possible
effect on securitized credit card receivables including decreased
card utilization or performance deterioration in the related
receivables that may be driven by shifts in consumer behaviour as
a result of the merger. AMR Corp.'s $11 billion merger with US
Airways Group Inc. was announced in mid-February," Fitch says.

American Airlines co-branded credit cards are issued by Citibank,
N.A. and represent nearly one-quarter of the receivables issued in
the Citibank Credit Card Master Trust I. Presently, it is unclear
as to whether the rewards programs offered by American
(AAdvantage) and US Airways Group Inc. (Dividend Mile) will be
consolidated under a single credit card program or remain
separate, be re-branded and convert under a new credit card, or
(although highly unlikely) terminated in their entirety.

In any of the above cases, the impact to Fitch-rated credit card
trusts would be minimal. Any decline in card usage is covered
under the purchase rate stress scenarios employed in Fitch's cash
flow modelling. Performance deterioration resulting from shifts in
consumer behaviour is also reflected in the cash flow stresses we
apply to yield, monthly payment rate, and chargeoffs.
Additionally, performance deterioration and/or failure of the
originator to replenish the trust with new receivables would
largely be mitigated by early amortization events present in the
trust structure. "We will continue to monitor the progress of the
merger and Citibank trust performance through its surveillance
process on an ongoing basis," Fitch says.


AMFIN FINANCIAL: Needn't Turn Over $195M Tax Refund to FDIC
-----------------------------------------------------------
Sindhu Sundar of BankruptcyLaw360 reported that AmFin Financial
Corp. scored a victory Tuesday, when an Ohio federal judge ruled
the bankrupt firm can hold onto a $195 million tax refund that the
Federal Deposit Insurance Corp. claimed belongs to an affiliate
bank now in the agency's receivership.

The report related that U.S. District Judge John R. Adams granted
AmFin's motion for judgment on the pleadings, ruling that in the
clear debtor-creditor relationship established between AmFin and
its affiliates in two tax sharing agreements, the affiliates have
the right only to an eventual refund payment from AmFin.

                     About AmTrust Financial

AmTrust Financial Corp. was the owner of the AmTrust Bank.
AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, served as counsel to the Debtors.
Kurtzman Carson Consultants served as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and debts in its
Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.

AmTrust, nka AmFin Financial Corp., obtained confirmation of its
Amended Joint Plan of Reorganization on Nov. 3, 2011.  The plan
was declared effective in December.


AMTRUST FINANCIAL: $195MM Tax Refunds Belong to Bankruptcy Estate
-----------------------------------------------------------------
District Judge John R. Adams ruled that roughly $195 million in
tax refunds belong to the holding company of AmTrust Bank.  The
Federal Deposit Insurance Corporation, which was appointed
receiver for the bank, contends the refund is property of AmTrust
Bank, while AmFin Financial Corporation fka AmTrust Financial
Corp., the holding company, argues the refund belongs to it as the
holding company and that the FDIC has nothing more than an
unsecured claim to the refund.

The case is, Federal Deposit Insurance Corporation, Plaintiff, v.
AmFin Financial Corporation, et al., Defendants, No. 1:11CV2574
(N.D. Ohio).  A copy of the Court's March 26, 2013 Memorandum of
Opinion and Order is available at http://is.gd/gHxoHofrom
Leagle.com.

                     About AmTrust Financial

AmTrust Financial Corp. was the owner of the AmTrust Bank.
AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, served as counsel to the Debtors.
Kurtzman Carson Consultants served as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and debts in its
Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.

AmTrust, nka AmFin Financial Corp., obtained confirmation of its
Amended Joint Plan of Reorganization on Nov. 3, 2011.  The plan
was declared effective in December.


ARTE SENIOR: Hearing Today on Non-Adverse Modifications to Plan
---------------------------------------------------------------
Arte Senior Living, L.L.C. filed on Feb. 27, 2013, non-adverse
modifications to its First Amended Plan of Reorganization dated
Dec. 11, 2012.  The hearing regarding approval of the
modifications is set for March 28, 2013, at 10:30 a.m.

As reported in the TCR on March 27, 2013, the Debtor's First
Amended Plan of Reorganization, dated Dec. 11, 2012, as modified
on Feb. 25, 2013, impairs allowed unsecured claims.  The Allowed
Unsecured Claims in this Class will share, pro rata among
themselves and with SMA Portfolio Owner, L.L.C.'s Allowed
Unsecured Claim in Class 3-A, in a distribution of the sum of
$100,000.  SMA, the secured lender, will also have an allowed
secured claim, in the approximate amount of $34,262,661, to be
paid in full with interest.  SMA will retain its existing lien on
the property known as the Arte resort retirement community located
at 11415 North 114th Street, in Scottsdale, Arizona.

A full-text copy of the Debtor's Feb. 25 version of the Plan is
available for free at:

       http://bankrupt.com/misc/ARTESENIOR_plan0225.pdf

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of 128,514 square feet
of rentable living space.  The Property is managed by Encore
Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.  Syble Oliver appointed as patient care ombudsman.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.

The Debtor disclosed $52,317,766 in assets and $34,411,296 in
liabilities as of the Chapter 11 filing.


ATWATER PUBLIC: Fitch Affirms 'BB' Rating on $19.6MM Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the following Atwater Public Financing
Authority, California bonds issued on behalf of the City of
Atwater, California and has removed the rating from Rating Watch
Negative:

-- $19.6 million wastewater revenue bonds, series 2008 at 'BB'.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by installment payments made by the city to
the trustee as assignee of the authority. The city's obligation to
make installment payments is secured by a pledge of gross revenues
of the city's sewer system (the system). The bonds are also
secured by a cash-funded debt service reserve fund (DSRF), funded
at the maximum amount allowable by law and held with the trustee.

KEY RATING DRIVERS

WILLINGNESS-TO-PAY CONCERN LESSENED: The removal from Rating Watch
Negative reflects the city's November 2012 decision to take no
further action toward entering into confidential negotiations with
creditors under California's A.B. 506 process or vote to petition
for Chapter 9 bankruptcy protection. This action diminishes
Fitch's immediate concern about the city's ultimate willingness to
pay system bonds.

POSSIBLE BOND ACCELERATION CONCERN LESSENED: The removal from the
Negative Watch further reflects reduced concerns surrounding a
possible declared event of default and bond acceleration by the
trustee given the city's actions to date to avoid initiating the
A.B. 506 process or petitioning for Chapter 9 bankruptcy
protection.

DECLINING SYSTEM BALANCES AND OUTFLOWS: The low rating primarily
reflects deficits and structural imbalances in the city's general,
water, and sanitation funds, which have led to a rapid drawdown in
pooled cash resources. System pledged revenues are included in the
city's pooled cash, and while the amount of draws from system
resources to support non-system operations currently is unknown,
it is clear to Fitch by the city's drawdown of system funds that
the city has viewed these monies as available to support operating
deficits from other city funds.

STRUCTURAL IMBALANCE DESPITE REVENUE-RAISING ACTIONS: The city has
recently taken or expects to take various revenue-raising actions
in the coming months to eliminate structural imbalances in the
city's general, water and sanitation funds, although additional
actions are likely to be necessary. Failure by the city council to
close structural imbalances could ultimately impair the city's
ability to accumulate sufficient funds to make sewer bond debt
service payments without a draw on the DSRF.

DECLINING COVERAGE LEVELS: Recent bond issuances have resulted in
narrow debt service coverage (DSC) levels. Furthermore, DSC
dropped to near sum-sufficient in fiscal 2011 including transfer
out to other city funds. Unaudited fiscal 2012 results indicate a
very slight increase in coverage.

HIGH DEBT, SLOW AMORTIZATION: The city's recent succession of debt
issuances to complete construction of a new wastewater treatment
plant in order to comply with environmental requirements has
resulted in high debt levels and slow amortization.

LIMITED SERVICE AREA AND RATE FLEXIBILITY: Rate increases to
support debt service on system bonds have resulted in monthly
charges that are substantially higher than surrounding
communities. The service area's below-average income metrics and
high unemployment further challenge the city's ability to increase
rates in the future.

RATING SENSITIVITIES

BOND ACCELERATION: Declaration of an event of default by the
trustee of the bonds, which could lead to acceleration of the
bonds, would place severe credit pressure on the rating.

OTHER DEVELOPMENTS AFFECTING THE SYSTEM: Fitch's ongoing review
will consider both future actions by the city that could
negatively affect the system as well as any developing external
system pressures. Depending on the nature of the event(s), the
rating on the bonds could deteriorate rapidly and significantly
from the current rating level.

CREDIT PROFILE

IMMINENT WILLINGNESS-TO-PAY CONCERNS ABATED

As expected, the city council declared a fiscal emergency in
October 2012. However, the city council has not pursued any
additional steps to erode its perceived willingness to pay system
bonds. Moreover, in November 2012 the city council closed
discussion related to possible confidential mediation process with
creditors pursuant to the state's A.B. 506. The city also passed a
fiscal year 2013 budget in February 2013 and expects to adopt an
operationally balanced budget for fiscal 2014 in the coming
months.

Fitch does not currently anticipate that the city will imminently
enter into the A.B. 506 process and/or file for Chapter 9
bankruptcy protection. However, if the city does take one of these
actions, negative rating action would likely ensue and may be
significant as Fitch would view such events as an impairment of
the city's willingness to pay. Further, credit concerns would be
heightened in that a Chapter 9 filing would constitute an event of
default under the bond documents with a possible acceleration of
the bonds by the trustee; Fitch believes the trustee could
possibly declare an event of default followed by acceleration of
the bonds with the initiation of the A.B. 506 process as well.

FINANCIAL UNCERTAINTY REMAINS

Structural imbalances in the city's general, water, and sanitation
funds over the last few years have eroded the city's fiscal
capacity and led to a sharp reduction in city pooled cash
resources since fiscal 2011, the city's last available audited
financial statements. Further, the drawdown of pooled cash since
fiscal 2011 has negatively affected system cash balances.

While the system reportedly is generating positive cash flow and
prior city projections forecasted coverage of fiscal 2013 debt
service costs by 1.3x, the possible use of system resources for
non-system purposes could reduce actual system margins for the
year to minimal or even negative levels. Currently, pooled cash
balances of $5.6 million are sufficient to meet a $3.2 million
system debt service payment due May 1.

FAVORABLE ACTIONS TO DATE TO ACHIEVE STRUCTURAL BALANCE

The structural deficits in the general, water, and sanitation
funds stem largely from declining revenues, rising expenditures,
and failure to raise rates in the water (for 20 years) and
sanitation funds (for 10 years). For the general fund, home values
reportedly have dropped around 40% since the 2007 peak year,
significantly reducing tax revenues. In addition, almost all other
general fund revenues, with the exception of sales taxes, have
experienced declines over the last few years.

To boost revenues and move towards budgetary balance, the city
recently implemented a five-year water rate package that will
increase rates for typical users by 40% for fiscal 2013, followed
by additional increases of 15% annually through fiscal 2017. The
city also plans to implement a sanitation rate increase by June
2013.

On the general fund side, in March 2013 voters approved a one-
half-cent sales tax restricted for public safety spending. The
sales tax is expected to generate at least $1.3 million but only
about $350,000 will provide relief to the general fund. The city
achieved concessions from bargaining units in October 2012, but
additional actions will be needed to close the general fund
structural imbalance.

SMALL AND STRAINED SERVICE AREA

Atwater is located in northeast Merced County, in the central
portion of California's San Joaquin Valley. With a population of
about 28,000, it is a small agricultural based community with a
federal prison at the site of the former Castle Air Force Base,
which closed in 1995. The sewer system provides wastewater
collection, treatment, and disposal to the city's residents and to
the Town of Winton (population of about 9,000), a U.S.
penitentiary (inmate population of around 1,200), and Castle
Airport Aviation. These three customers combined provided about
24% of service charge revenues in fiscal year 2012.

Typical of agricultural communities, unemployment levels (17.5%
for December 2012) are well above state and national averages
while income levels are below average. The area has experienced a
significant slowdown in growth in the past several years as
exemplified by a sharp decline in connection fee revenues and city
assessed values.

REGULATORY ISSUES LEAD TO ELEVATED DEBT PROFILE

The system currently operates one wastewater treatment plant
(WWTP). The authority has issued approximately $64 million in
wastewater revenue bonds since 2008 - nearly tripling outstanding
system debt - to construct the new WWTP. The WWTP was designed to
comply with more stringent requirements associated with the
system's discharge permit, including a move to tertiary treatment
standards. As a result of the authority's recent debt issuances,
system debt levels are 3x-8x higher than Fitch's national medians.
In addition, amortization of principal is very slow, with just 41%
of principal retired in 20 years.


BIOFUEL ENERGY: To Explore Strategic Alternatives After Default
---------------------------------------------------------------
BioFuel Energy Corp. on March 26 disclosed that it has engaged
Piper Jaffray & Co to act as its financial adviser to assist the
Company in exploring certain strategic alternatives, including a
potential sale of one or both of its plants.

As previously disclosed, the Company's operating subsidiaries did
not make the regularly-scheduled payments of principal and
interest that were due on September 28, 2012 on the term loans
outstanding under their senior debt facility.  This resulted in
the Company receiving a notice of default from First National Bank
of Omaha, as Administrative Agent for the lenders under the senior
debt facility.  Since the initial default, the operating
subsidiaries have not made any of the regularly-scheduled
principal and interest payments, which through December 31, 2012
totaled $8.2 million.

The lenders under the senior debt facility have indicated that
they are willing to provide the Company with a grace period until
July 30, 2013 to allow the Company to pursue one or more strategic
alternatives.  This grace period would be subject to the
achievement of certain milestones, and could be extended at the
sole discretion of the Administrative Agent under the senior debt
facility.  The Company expects to enter into a formal agreement to
reflect the foregoing as soon as reasonably practicable.  The
Company noted that, in the event of a sale of one or both of its
ethanol plants, the proceeds of such sale would first be applied
to repay all or a portion of the outstanding indebtedness under
the senior debt facility.  Residual proceeds after satisfying the
senior indebtedness, if any, would accrue to the Company.

The Company, on behalf of its operating subsidiaries that are the
borrowers under the senior debt facility, has been engaged in
separate discussions with the lenders regarding a consensual
resolution of the default.  The Company noted that any such
agreement with the lenders would most likely entail the transfer
of substantially all of the assets of the operating subsidiaries
in satisfaction of the outstanding indebtedness.  To this end, the
Company's Board of Directors has approved in principle
management's proceeding with such a transaction in the event the
Company is unable to achieve an alternative transaction.

The Company added that, in either the case of a transfer of assets
to the lenders or a sale of one or both of its plants, there are
no assurances as to what value may be derived for shareholders of
the Company from such transfer or sale.  At December 31, 2012, the
Company had $9.3 million of cash and cash equivalents, of which
$8.6 million was held at the parent and $0.7 million was held at
the operating subsidiaries, the latter amount subject to the
security interest of the lenders under the senior debt facility.
Those balances have not changed materially since.

                       About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

The Company reported a net loss of $10.36 million in 2011,
compared with a net loss of $25.22 million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $263.16
million in total assets, $196.94 million in total liabilities and
$66.22 million in total equity.

                         Bankruptcy Warning

"Drought conditions in the American Midwest have significantly
impacted this year's corn crop and caused a significant reduction
in the corn yield.  Since the end of the second quarter, this has
led to a significant increase in the price of corn and a
corresponding narrowing in the crush spread.  The crush spread has
narrowed as ethanol prices have not risen correspondingly with
rising corn prices, due to an oversupply of ethanol.  As a result,
the Company announced on September 24, 2012 that it had decided to
idle its Fairmont facility until the crush spread improves.  In
the event crush spreads narrow further, we may choose to curtail
operations at our Wood River facility or idle the facility and
cease operations altogether until such time as crush spreads
improve.  We expect fluctuations in the crush spread to continue.

"Due to our limited and declining liquidity, during the third
quarter the Company determined that the two operating subsidiaries
of the LLC (the "Operating Subsidiaries") would not make the
regularly-scheduled payments of principal and interest that were
due under the outstanding Senior Debt Facility on September 28,
2012, in an aggregate amount of $3.6 million.  As a result, the
Operating Subsidiaries received a Notice of Default on September
28, 2012 from First National Bank of Omaha, as Administrative
Agent for the Senior Debt Facility, concerning the failure to make
the regularly-scheduled payments of principal and interest.  On
November 5, 2012, the Operating Subsidiaries and its lenders
entered into a Forbearance Agreement whereby its lenders agreed to
forbear from exercising their remedies under the Senior Debt
Facility until November 15, 2012.  The Company is engaged in
active and continuing discussions with its lenders and their
advisors regarding the terms of a potential capital infusion into
the Operating Subsidiaries.  This capital may take the form of a
capital contribution from the Company, additional loans, a long-
term forbearance or restructuring under the Senior Debt Facility,
some combination of the foregoing, or another form yet to be
determined. While the Company intends to reach resolution with its
lenders with respect to this matter, there can be no assurance it
will be able to do so on terms that are favorable or acceptable to
the Company, or at all.

"As of September 30, 2012, the Operating Subsidiaries had $170.5
million of indebtedness outstanding under the Senior Debt
Facility.  The entire amount outstanding under the Senior Debt
Facility has been classified as a current liability in the
September 30, 2012 consolidated balance sheet.  If the Company is
unable to reach an agreement with its lenders under the Senior
Debt Facility, and if its lenders successfully exercise their
remedies under the Senior Debt Facility, the Company may be unable
to continue as a going concern, and could be forced to seek relief
from creditors through a filing under the U.S. Bankruptcy Code."


BON-TON STORES: Declares 5 Cents Per Share Cash Dividend
--------------------------------------------------------
The Bon-Ton Stores, Inc.'s Board of Directors declared a cash
dividend of five cents per share on the Class A Common Stock and
Common Stock of the Company payable May 6, 2013, to shareholders
of record as of April 19, 2013.

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

For the 53 weeks ended Feb. 2, 2013, the Company incurred a net
loss of $21.55 million on $2.91 billion of net sales, as compared
with a net loss of $12.12 million on $2.88 billion of net sales
for the 52 weeks ended Jan. 28, 2012.

The Company's balance sheet at Feb. 2, 2013, showed $1.63 billion
in total assets, $1.52 billion in total liabilities and $110.60
million in total shareholders' equity.

                           *     *     *

As reported by the TCR on July 13, 2012, Moody's Investors Service
revised The Bon-Ton Stores, Inc.'s Probability of Default Rating
to Caa1/LD from Caa3.  The Caa1/LD rating reflects the company's
exchange of $330 million of new senior secured notes due 2017 for
$330 million of its unsecured notes due 2014.  Moody's also
affirmed the company's Corporate Family Rating at Caa1 and
affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014.

Moody's said the affirmation of the company's 'Caa1' corporate
family rating reflects the company's persistent negative trends in
sales and operating margins and uncertainties that the company's
strategies to reverse these trends will be effective.


BIOVEST INTERNATIONAL: Obtains Interim OK to Borrow $700,000
------------------------------------------------------------
Biovest International, Inc., was authorized to receive an interim
advance in an amount of up to $700,000 in Debtor-in-Possession
superpriority first-secured financing from Corps Real, LLC.
Pursuant to the Interim Order, Corps Real advanced an initial
tranche of $450,000 to the Company on March 15, 2013.

The initial tranche of the DIP Loan will bear interest at 16% per
annum, will have a maturity date of Dec. 31, 2013, and is secured
by a first lien on all assets of the Company.

                    About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

Biovest International Inc., filed a petition for Chapter 11
reorganization (Bankr. M.D. Fla. Case No. 13-02892) on March 6,
2013, in Tampa, Florida.  The new bankruptcy case was accompanied
by a proposed reorganization plan supported by secured lenders
owed about $38.5 million.  Total debt is $44.9 million, with
assets listed in a court filing as being valued at $4.7 million.
About $5.4 million is owing to unsecured creditors, according to a
court paper.


BURCAM CAPITAL: CWCapital Fails to Halt Confirmation Order
----------------------------------------------------------
Bankruptcy Judge J. Rich Leonard denied the motion of CWCapital
Asset Management LLC to stay the implementation of the order
confirming Burcam Capital II LLC's Chapter 11 plan, pending
CWCapital's appeal of:

     -- the confirmation order dated Feb. 26, 2013, and
     -- the order dated Feb. 15, 2013, denying CWCapital's
        request to dismiss the Debtor's case.

CWCapital states it will be irreparably harmed if the stay is not
granted.  CWCapital relies on the fact that the plan provides for
the vesting of the Debtor's property, equity interests, and
management rights in the debtor upon confirmation or shortly
thereafter. It also notes that the appeals may be equitably moot
if the orders are not stayed and the plan is substantially
consummated prior to the determination of the appeals.

Judge Leonard, however, ruled that the claims held by CWCapital
are treated as fully secured.  There is no dispute that there is
an equity cushion of two to three million dollars in the property.

"Plan feasibility is not an issue," said Judge Leonard.
"Moreover, CWCapital is entitled to start receiving payments
shortly after the effective date with an interest rate that is
better than that negotiated originally. CWCapital's treatment
under the plan is fair and equitable. Finally, this is essentially
a two party dispute where there are no third party rights that
would trigger concerns of equitable mootness. In the event that
the order confirming the plan is reversed, the parties can be
returned to their pre-confirmation status quo, with credit given
for payments made during the pendency of the appeal."

A copy of the Court's March 21, 2013 Order is available at
http://is.gd/KIHzBqfrom Leagle.com.

                      About Burcam Capital

Owned by Raleigh, N.C. developer Neal Coker, Burcam Capital II
LLC filed for Chapter 11 protection (Bankr. E.D.N.C. Case No.
12-04729) on June 28, 2012.  Judge J. Rich Leonard presides over
the Company's case.  Burcam Capital II listed both assets and
liabilities of between $10 million and $50 million in its filing.


BUSINESS DEVELOPMENT: Hearing on Case Dismissal Today
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has set for March 28, 2013, at 11:00 a.m., the hearing on the U.S.
Trustee's motion for the dismissal of Business Development and
Management Inc.'s Chapter 11 case.

The Trustee's dismissal motion is made on the grounds that the
Debtor is abusing the bankruptcy system by multiple filings, with
no ability or intention to reorganize.  According to the U.S.
Trustee, the Debtor does not have counsel employed and approved by
the Court, and has not filed its schedules or statement of
financial affairs, and creditor list even though this case has
been pending for over a month.

On Jan. 29, 2013, the Trustee sent a letter to Debtor's counsel
requesting various financial documents and information from the
Debtor, but none of the requested documents have been received by
the Trustee, even though they were due on Feb. 11, 2013.  The
Debtor has failed to provide essential documents, including, among
other things, tax returns, financial statements, bank statements
and check registers for the 90 days prior to filing.

The Debtor's current Chapter 11 case was filed while its second
case was still pending.  According to the Trustee, the second case
was not dismissed until six days after Debtor filed its current
third case.  After the first case, filed on Aug. 17, 2012, was
dismissed on Nov. 15, 2012, the second case was filed on Nov. 30,
2012.  The Debtor's current counsel, Linda Voss, Esq., who
substituted in as counsel during the second case, filed a motion
for voluntary dismissal on Jan. 18, 2013.  The Court dismissed the
second case on Jan. 31, 2013.

The Debtor's two earlier filings both reported the Debtor's
business address to be a Los Angeles area address, while Debtor's
current filing reports 111 North Market Street Suite 300, San
Jose.  On Feb. 11, 2013, Ms. Voss emailed the Trustee's office,
stating that the Debtor's second "case was dismissed when we
learned that the corporate office moved to San Jose."  However, on
Jan. 29, 2013, two of the Trustee's employees visited the Debtor's
San Jose address and found that 111 North Market is a large
professional office building and that suite 300 is an area of
several sub-office rooms.  No evidence was noted of the Debtor's
presence at this location, and the Debtor wasn't listed on the
building directory.  The receptionist at the entrance of Suite 300
had no knowledge of the Debtor.

                   About Business Development

Business Development and Management Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-50418) in San
Jose, California on Jan. 25, 2013.  Santa Clara, California-based
Business Development estimated assets of at least $10 million and
liabilities not exceeding $10 million.  The Debtor is represented
by The Law Office of Linda Voss, in San Mateo, California.


CAMARILLO PLAZA: Plan Confirmation Hearing Continued Until June 13
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
continued until June 13, 2013, at 10 a.m., the hearing to consider
the confirmation of Camarillo Plaza, LLC's Plan of Liquidation.

Written ballots accepting or rejecting the Plan are due May 1.

As reported in the Troubled Company Reporter on Jan. 21, 2013, the
Debtor has found a buyer for its property, an 8.54-acre with
74,000 net rentable square feet of retail commercial space.
Secured creditors Wells Fargo Bank, N.A., as Trustee for the
Registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Pass-Through Certificates, Series
2006-C3, has agreed to cooperate in consummating the sale.  The
Debtor and the Lender expect to resolve the amount of Lender's
claim by the time of confirmation of the Plan.  The current
purchase offer is for $18.2 million.  The Lender's asserted
secured claim is $12.7 million as of July 16, 2012.  The purchase
price will be paid by (i) assumption of the Loan by the purchaser,
and (ii) the balance in cash.  The $18.2 million offer is subject
to overbid on the terms set forth in the bidding procedures.

The net cash proceeds of the sale are expected to be sufficient to
pay all creditors 100% of their allowed claims.  General unsecured
creditors will be paid 100% of their allowed claims without
interest as soon as practicable after the close of escrow.

                       About Camarillo Plaza

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21.6 million and liabilities of
$12.3 million as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.
The petition was signed by Aaron Arnold Klein, managing partner.


CANYONS @ DEBEQUE: Amends Outline for Plan of Reorganization
------------------------------------------------------------
Canyons @ Debeque, LLC, and Blue Stone Ridge Ranch East, LLC, last
month submitted an amended disclosure statement that explains a
Chapter 11 plan that provides that:

   1. Mesa County Treasurer (Class 2) will be paid from the net
      proceeds in order of priority.

   2. Claims of Ranches of the West, Inc. (Classes 3 a-b) will be
      allowed in full amount due, with interest at the rate of
      3.75% and capitalized.  The claims will be paid from net
      proceeds in order of priority or from the FDIC bond.

   3. Federal Deposit Insurance Corporation/First Citizens Bank
      and Trust (Classes 4 a-b) will receive monthly payments of
      50% of other proceeds generated by Canyons and payments of
      any cash reserves held by Canyons in excess of $75,000 at
      year end 2013, and in excess of $30,000 at year end 2014-
      2016, until Ranch is sold or refinanced, then paid from the
      net proceeds in order of priority or paid from proceeds,
      after costs of sale, received from the sale of any shares in
      BlueStone Ditch Association for which Class 4a is secured.

   4. Nichols Family Partnership (Class 5) will receive monthly
      payments of 10% of other proceeds generated by Canyons until
      Ranch is sold or refinanced, then paid from net proceeds in
      order of priority.

   5. Unsecured Creditors (Class 6) will receive pro rata
      distributions equal to 2% of other proceeds generated by
      Canyons until Ranch is sold or refinanced, then paid pro
      rata distributions from remaining net proceeds after allowed
      secured claims and postpetition date Ranches of the West
      secured claims are paid in full.

5. Interests in the Debtors will be retained.

Under the Plan, funding will be derived from continued business
operations, the sale or refinance of the Ranch, and/or the
litigation.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/BLUESTONE_RIDGE_ds_amended.pdf

                  About Canyons @ DeBeque Ranch

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

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


CAPITOL BANCORP: Selling Stake in Capital National
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Capitol Bancorp Ltd. is hurriedly arranging the sale
of its remaining interest in Capital National Bank, to generate
$1.5 million so regulators won't take over some of the other bank
subsidiaries.

Before bankruptcy, Capitol contracted to sell about 25 bank
subsidiaries in compliance with regulators' demands for improving
the banks' capital adequacy.  The Capitol holding company retained
19.4% of Capital National.

According to the report, the holding company filed papers on
March 22 and arranged a hearing March 27 in U.S. Bankruptcy Court
in Detroit to sell the stock for $17 a share, or a total of about
$1.5 million.  Sale proceeds will be funneled into capital
accounts of several affiliated banks to keep them from being taken
over.

                       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.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CENTRAL EUROPEAN: RTL Amends Plan Support Pact and Term Sheet
-------------------------------------------------------------
Roust Trading and the members of the Ad Hoc 2013 Notes Committee
entered into an Amended and Restated Plan Support Agreement and
Amended and Restated Term Sheet on March 20, 2013, in order to,
among other things:

   (i) modify certain milestone dates set forth in the Plan
       Support Agreement entered into among Roust Trading and the
       members of the Ad Hoc 2013 Notes Committee on March 14,
       2013;

  (ii) provide that under the Amended Plan, if the Class of claims
       consisting of the Existing 2013 Notes and the RTL Notes
       votes in favor of the Amended Plan, each holder of such
       notes, after giving effect to the RTL Notes Purchase, will
       receive its pro rata share of an aggregate amount of cash
       equal to $16.9 million;

(iii) modify the allocation of the New Common Stock under the
       Amended Plan; and

  (iv) provide that Roust Trading's obligation to make the RTL
       Notes Purchase (which would occur simultaneously with the
       effective date of the Amended Plan) and its agreement to
       the terms set forth in the Amended and Restated Term Sheet
       will be subject to Roust Trading's receipt of 100% of the
       New Common Stock under the Amended Plan, unless Roust
       Trading agrees otherwise.

A copy of the Amended and Restated Plan Support Agreement is
available for free at http://is.gd/nX4vRq

A copy of the Amended and Restated Term Sheet is available at:

                        http://is.gd/XPfeQo

                            About CEDC

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

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

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

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

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


CENTRAL EUROPEAN: Not Ready To Toast A1's Restructuring Deal
------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that Polish vodka
producer Central European Distribution Corp. on Tuesday rebuffed a
prepackaged restructuring deal offer from the Russian investment
group A1, despite the alcohol firm having missed a $258 million
debt payment March 15.

CEDC on Tuesday seemed unimpressed with a $280 million cash offer
floated by a consortium of A1, SPI Group -- which owns Stolichnaya
vodka -- and Mark Kaufman of Monaco, saying the offer doesn't
address 2013 bondholders whose notes matured last week, and upon
which the company missed payment, according to SEC, the report
related.

                            About CEDC

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

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

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

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

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


CHAMPION INDUSTRIES: Shareholders Elect Seven Directors
-------------------------------------------------------
At the annual meeting of shareholders of Champion Industries,
Inc., held March 18, 2013, the shareholders elected to fix the
number of directors to seven and elected Louis J. Akers, Philip E.
Cline, Harley F. Mooney, Jr., Michael Perry, Marshall T. Reynolds,
Neal W. Scaggs, and Glenn W. Wilcox, Sr., to the Board of
Directors.  The shareholders also approved, in an advisory (non-
binding) vote, the Company's executive compensation.

                     About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.
Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal 2012,
compared with a net loss of $4.0 million in fiscal 2011.  The
Company's balance sheet at Oct. 31, 2012, showed $47.9 million
in total assets, $49.3 million in total liabilities, and a
stockholders' deficit of $1.4 million.


CHARTIS EXCESS: To Wind Down for Parent AIG's Sake
--------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that Chartis
Excess Ltd., an Irish member of American International Group Inc.
filed for bankruptcy protection in New York on Monday, saying it
will wind down as part of a reorganization plan intended to make
AIG more simple and transparent.

The report said the Dublin-based insurer asked the bankruptcy
court in Manhattan to grant recognition to its bankruptcy
proceedings now under way in Ireland. The insurer, which writes
business insurance policies, intends to shuffle current policies
to other entities within AIG and liquidate itself, it said in a
court filing, the BLaw360 report related.


CHINA NATURAL: Asks Court to Dismiss Involuntary Ch 11 Case
-----------------------------------------------------------
China Natural Gas, Inc., has asked the U.S. Bankruptcy Court for
the Southern District of New York to dismiss the involuntary
bankruptcy petition filed on Feb. 8, 2013, by Abax Lotus Ltd.,
Abax Nai Xin A Ltd. and Lake Street Fund LP.

The Debtor claimed that it has not been served with valid summons.
According to the Debtor, the Petitioning Creditors purported to
serve the summons and a copy of the involuntary petition to the
Debtor by first class mail, postage pre-paid, addressed to: China
Natural Gas, Inc., Attn: Taylor Zhang, 90 Park Avenue, 16th Floor,
New York, NY 10016" and to "The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, DE
19801."

The Debtor said that Mr. Zhang isn't an officer or managing or
general agent of the Debtor, nor is he or the Debtor located at 90
Park Avenue in New York.  The Debtor is a corporation organized
and existing under the laws of the State of Delaware with its
principal place of business in Xi'an, Republic of China.

The Debtor added that The Corporation Trust isn't authorized to
accept service on the Debtor's behalf, as it isn't a registered
agent of the Debtor.  The Corporation Trust Company was the former
registered agent for a company also named China Natural Gas, Inc.,
that was formed in December 2005, but that company merged into the
Debtor in that same month and is currently an inactive Delaware
corporation.  The Debtor's registered agent is National Corporate
Research, Ltd., locatd in Dover, Delaware.

                        About China Natural

China Natural Gas, through its wholly owned subsidiaries and
variable interest entity (VIE), Xi'an Xilan Natural Gas Co., Ltd.
(XXNGC) and subsidiaries of its VIE, which are located in Hong
Kong, Shaanxi Province, Henan Province and Hubei Province in the
People's Republic of China (PRC), engages in sales and
distribution of natural gas and gasoline to commercial, industrial
and residential customers through fueling stations and pipelines,
construction of pipeline networks, installation of natural gas
fittings and parts for end-users, and conversions of gasoline-
fueled vehicles to hybrid (natural gas/gasoline) powered vehicles
at automobile conversion sites.


CLAIRE'S STORES: Reports $42.2 Million Net Income in Fourth Qtr.
----------------------------------------------------------------
Claire's Stores, Inc., reported net income of $42.20 million on
$493.39 million of net sales for the three months ended Feb. 2,
2013, as compared with net income of $39.47 million on $434.90
million of net sales for the three months ended Jan. 28, 2012.

For the 12 months ended Feb. 2, 2013, the Company reported net
income of $1.28 million on $1.55 billion of net sales, as compared
with net income of $11.63 million on $1.49 billion of net sales
for the 12 months ended Jan. 28, 2012.

The Company's balance sheet at Feb. 2, 2013, showed $2.79 billion
in total assets, $2.81 billion in total liabilities and a $14.44
million stockholders' deficit.  At Feb. 2, 2013, cash and cash
equivalents were $167 million.

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

                        http://is.gd/fw2FvI

                       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: J. Carlisle Replaces C. Brizius as Director
----------------------------------------------------------
Charles A. Brizius, a member of the Board of Directors of Clear
Channel Communications, Inc., previously indicated his intention
not to stand for re-election by the Company's stockholders.  Mr.
Brizius informed the Company that his decision not to stand for
re-election is not a result of any disagreement with the Company
on any matter relating to the Company's operations, policies or
practices.

On March 20, 2013, Mr. Brizius resigned as a member of the Board
of Directors of the Company.  Pursuant to the Company's Seventh
Amended and Restated By-laws, as amended, effective March 20,
2013, the Board of Directors of the Company appointed James C.
Carlisle as a member of the Company's Board of Directors to fill
the vacancy created by Mr. Brizius' resignation.

James C. Carlisle is a Managing Director at Thomas H. Lee
Partners, L.P.  Prior to joining THL in 2000, Mr. Carlisle worked
at Goldman, Sachs & Co. in the Financial Institutions Group.  Mr.
Carlisle also currently is a board observer at Univision
Communications, Inc., and a director of Agencyport Software Ltd.,
a provider of software systems to the insurance industry, and
Clear Channel Outdoor Holdings, Inc., the Company's publicly
traded indirect subsidiary.  Mr. Carlisle also was appointed as a
member of the board of directors of CC Media Holdings, Inc., the
Company's indirect parent, on March 20, 2013.  Mr. Carlisle holds
a B.S.E., summa cum laude, in Operations Research from Princeton
University and an M.B.A. from Harvard Business School.  He also
serves as a member of the board of directors of The Massachusetts
Eye and Ear Infirmary and is an active contributor to the National
Park Foundation.

Mr. Carlisle will not receive any compensation for his service on
the Company's Board of Directors.  He will receive the same form
of Indemnification Agreement as all other members of the Company's
Board of Directors.  At this time, the Board of Directors does not
intend to appoint Mr. Carlisle as a member of any of the
committees of the Board of Directors.

Entities controlled by Bain Capital Investors, LLC, and THL and
their respective affiliates collectively own all of the
outstanding shares of the Class B common stock and the Class C
common stock of CCMH.  These shares represent in the aggregate
approximately 69% (whether measured by voting power or economic
interest) of the equity of CCMH.  In addition, seven of the
Company's directors (including Mr. Carlisle) are affiliated with
the Sponsors and all of the Company's directors are members of the
Board of Directors of CCMH.

In connection with the 2008 merger pursuant to which CCMH acquired
the Company, CCMH or the Company entered into a number of
agreements with the Sponsors and certain of their affiliates,
including (1) a management agreement pursuant to which the
Sponsors provide management and financial advisory services to
CCMH and its wholly owned subsidiaries until 2018, at a rate not
greater than $15 million per year, plus reimbursable expenses, (2)
a stockholders agreement relating to voting in elections to the
Board of Directors of CCMH and the transfer of certain shares and
(3) an affiliate transactions agreement with respect to the entry
into certain transactions between CCMH or its subsidiaries, on the
one hand, and the Sponsors or their respective affiliates, on the
other hand.  In addition, as a result of the worldwide reach and
the nature of the business of CCMH and its subsidiaries and the
breadth of investments by the Sponsors, it is not unusual for CCMH
and its subsidiaries to engage in ordinary course of business
commercial transactions with entities in which one or both of the
Sponsors directly or indirectly owns a greater than 10% equity
interest.

                        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.

Clear Channel reported a net loss of $302.09 million on $6.16
billion of revenue in 2011, compared with a net loss of $479.08
million on $5.86 billion of revenue in 2010.  The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.

The Company's balance sheet at June 30, 2012, showed
$16.45 billion in total assets, $24.31 billion in total
liabilities, and a $7.86 billion total shareholders deficit.

                         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.

As reported by the TCR on Feb. 25, 2013, Standard & Poor's Ratings
Services affirmed its 'CCC+' corporate credit rating on Texas-
based Clear Channel Communications Inc. and CC Media Holdings.
Standard & Poor's Ratings Services' rating on CC Media Holdings
Inc. reflects the risks surrounding the long-term viability of its
capital structure--in particular, refinancing risk relating to
significant 2016 debt maturities of about $10 billion.


COCOPAH NURSERIES: Directed to Again Amend Plan Outline
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona entered an
order requiring Cocopah Nurseries of Arizona, Inc., et al. to
amend the disclosure statement attached to their proposed
reorganization plan to provide additional details, including:

   1. a detailed description of the assets and their value.  The
Debtors have not disclosed financial information adequate enough
to provide creditors with an accurate portrait of the Debtor's
present condition and relevant financial risks.

   2. a thorough overview of their general business, but the First
Amended Disclosure Statement fails to set out adequate information
about the incidents which precipitated their Chapter 11 filings.

The Court directed the Debtor that the Second Amended Disclosure
Statement must include a detailed liquidation analysis.

As reported in the Troubled Company Reporter on March 4, 2013, the
Debtors' First Amended Joint Chapter 11 Plan reflects
implementation of the Transition Agreement, which generally
provides for the sale of substantial portions of the Debtors'
assets (referred to as "Transferred Property" under the Transition
Agreement) for the benefit of the Secured Lenders.

The Debtors' remaining assets (referred to as "Excluded Property"
under the Transition Agreement) will serve as the basis to
reorganize and reconstitute the Debtors and provide distributions
to creditors other than the Secured Lenders.

With respect to any Transferred Property that remains as of the
Effective Date: (1) such Transferred Property will be nominally
owned by the Debtor's Estates and will not be owned by TreeCo; and
(2) such property will be subject to disposition under the
Transition Agreement.

Under the Plan, and consistent with the Transition Agreement,
TreeCo will issue: (i) a promissory note (defined in the
Plan as the "GUC Note") for the benefit of holders of Allowed
General Unsecured Claims in Class 6; and (ii) the Lender Notes and
Deficiency Notes for the benefit of holders of Allowed Wells Fargo
General Unsecured Deficiency Claims in Class 3.B and holders of
Allowed Rabobank General Unsecured Deficiency Claims in Class 4.B.
Holders of Allowed Equity Interests in the Debtors will retain the
equity interests in TreeCo in consideration for the Affiliate New
Equity Funding.

Specifically, the Plan provides that:

  * The Allowed Wells Fargo Secured Claims in Class 3.A
will be deemed satisfied by the transfer of the Transferred
Property pursuant to the Asset Sales and the Transition Agreement.
The Allowed Wells Fargo General Unsecured Deficiency Claims in
Class 3.B will be deemed satisfied in exchange for the Lender
Notes and Deficiency Notes to be issued by TreeCo pursuant to the
Transition Agreement.

  * The Allowed Rabobank Secured Claims in Class 4.A
will be deemed satisfied by the transfer of the Transferred
Property pursuant to the Asset Sales and the Transition Agreement.
The Allowed Rabobank General Unsecured Deficiency Claims in
Class 4.B will be deemed satisfied in exchange for the Lender
Notes and Deficiency Notes to be issued by TreeCo pursuant to the
Transition Agreement.

  * On the Effective Date, each holder of an Allowed General
Unsecured Claim in Class 6 will receive a Pro Rata beneficial
interest in the Unsecured Creditors' Trust, which will be vested
with the Trust Assets, including the GUC Note.

The Debtors estimate that the amount of Allowed General Unsecured
Claims will total approximately $4 to $7 million.  Based on such
estimate, recovery percentages for Allowed General Unsecured
Claims are estimated between 37.5% and 21.4%.

  * On the Effective Date, the holders of an Allowed Equity
Interests om Class 7 will provide or cause their Affiliates to
provide, the Affiliate New Equity Funding.  In consideration
therefor, the holders of Allowed Equity Interests will receive or
retain, as applicable, the TreeCo Equity Interests, subject to the
terms of the Restated Governance Documents.

A copy of the Disclosure Statement is available at:

            http://bankrupt.com/misc/cocopah.doc464.pdf

                      About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.

The Debtors' First Amended Joint Chapter 11 Plan of Reorganization
filed Feb. 7, 2013, reflects implementation of the Transition
Agreement, approved Jan. 29, 2013.  The Transition Agreement
generally provides for the sale of substantial portions of the
Debtors' assets for the benefit of the Secured Lenders.


CLUB AT SHENANDOAH: GE Consents to Cash Use Until April 2013
------------------------------------------------------------
The Club at Shenandoah Springs Village, Inc., entered into a
stipulation with General Electric Capital Corporation for (i)
further continuance of final hearing on cash collateral use; (ii)
continued consent of the Debtor's interim use of cash collateral
which General Electric asserts an interest.

The stipulation provides that the final hearing on the cash
collateral motion will be continued from Feb. 26, 2013, to
March 26 or such other date and time that is convenient to the
Court's calendar before March 31.

General Electric consents to the Debtor's continued use of cash
collateral until April 2013, to fund the necessary expenses of the
Debtor's business operations.

A copy of the stipulation is available for free at
http://bankrupt.com/misc/CLUBAtSHENANDOAH_cashcoll_stipulation.pdf

         About The Club At Shenandoah Springs Village, Inc.

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. Calif. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over thee case.  Daniel A. Lev, Esq., at Sulmeyerkupetz,
represents the Debtor.


CONSOLIDATED TRANSPORT: Plan Filing Deadline Extended to April 1
----------------------------------------------------------------
Consolidated Transport Systems, Inc., sought and obtained an
extension until April 1, 30, 2013, of the deadline to file its
Chapter 11 plan and disclosure statement. Deadline for the Debtors
to solicit votes in the acceptance of a plan or plans of
reorganization is set for May 31, 2013.

Michigan City, Indiana-based trucking company Consolidated
Transport Systems, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ind. Case No. 12-32940) on Aug. 16, 2012.  Walter G & Carolyn Bay
owns 87.3% of the privately held Debtor.

Tandem Transport Corp., and two affiliates Transport Investment
Corporation, and Tandem Eastern, Inc., sought Chapter 11
protection (Bankr. N.D. Ind. Case Nos. 12-33135 to 12-33137) on
Aug. 31, 2012.

The Companies and their predecessors have provided for-hire
freight services throughout the United States since 1945.  The
largest portion (75%) of the Companies' business consists of
hauling building materials, with the balance consisting of
transporting steel (20%) and other miscellaneous freight such as
stone, salt, and machinery (5%).  The bulk of the Companies' loads
are received and delivered east of the Mississippi River, although
they have general commodities authority for the lower 48 states.
The Companies have intrastate authority for the states of Georgia,
Illinois, Indiana, Kentucky, Michigan, Missouri, North Carolina,
Ohio, Tennessee and Texas.

The Companies operate as a combined enterprise.  Consolidated owns
the fleet of roughly 275 tractors and 330 trailers.  It also
employs office staff of 66 employees.  The corporate headquarters
is located in Michigan City, Indiana while their executive office
is located in St. Louis, Michigan.  Transport is the operating
company which provides logistics to customers and also brokers
freight.  Eastern employs 246 drivers, while Investment employs 10
mechanics.

Consolidated initiated its chapter 11 proceeding to prevent any
actions by equipment lenders such as repossession of equipment
that would threaten the Companies' operations and viability while
they restructure their respective operations.  Transport,
Investment and Eastern filed their chapter 11 proceedings to give
them the necessary breathing room provided by the Bankruptcy Code,
as well as a single forum to allow them to effectively restructure
their operations.

Consolidated disclosed $17,207,923 in assets and $11,559,933 in
liabilities as of the Chapter 11 filing and affiliate, Tandem
Eastern, Inc., disclosed $40,652 in assets and $56,119 in
liabilities. Transport Investment estimated less than $50,000 in
assets and up to $50 million in liabilities.  Two other entities
that filed are Transport Investment Corporation and Tandem
Eastern, Inc.

Judge Harry C. Dees, Jr. presides over the cases.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana, serve as the Debtors'
counsel.  O'Keefe & Associates Consulting, LLC, as financial
advisors,  The petition was signed by Jeffrey T. Gross, president.


CONSTRUCTORA DE HATO: Has Until April 26 to File Plan
-----------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico has extended, at the behest of
Constructora De Hato, the deadline to file a plan of
reorganization and disclosure statement until April 26, 2013.

As reported by the Troubled Company Reporter on Feb. 26, 2013, the
Debtor sought a 60-day extension of the deadline to file a plan
and disclosure statement, saying that it is imperative that asset
sales be conducted prior to the filing of a Chapter 11 plan as the
proceeds of the sales will be funding the plan.  The Debtor has
received an offer from Aramis Rivera, president of Dey Drilling
Equipment, for the purchase of the Debtor's 2011 Volvo.  The
Debtor also received an offer from Drey for the purchase of the
Debtor's 1998 Tesmec Model 110 for $50,000.

                    About Constructora De Hato

San Juan, Puerto Rico-based Constructora De Hato owns parcels of
land in Puerto Rico with an aggregate value of $1.82 million.  It
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-02876-11)
in Old San Juan, Puerto Rico, on April 13, 2012.  The petition was
signed by Waldemar Carmona Gonzalez, president.  The Debtor is
represented by Charles Alfred Cuprill, Esq., at Charles A.
Curpill, PSC Law Office, in San Juan.  Luis R. Carrasquillo & Co.,
PSC, serves as financial consultant.  In its schedules, as
amended, the Debtor disclosed $10,701,724 in assets and $6,847,693
in liabilities.


CREEKSIDE SENIOR APARTMENTS: 6th Cir. BAP Affirms Case Dismissal
----------------------------------------------------------------
The Bankruptcy Appellate Panel of the Sixth Circuit affirmed a
bankruptcy court order dismissing these Chapter 11 cases:

   Case No.   Debtor
   --------   ------
   10-53019   In re Creekside Senior Apartments, LP
   10-53298   In re Nicholasville Greens, LP
   10-53300   In re Franklin Place Senior Apartments, LP
   10-53301   In re Pennyrile Senior Apartments, LP
   10-53346   In re Park Row Senior Apartments, LP

Each Debtor owns a parcel of real property on which it operates a
low-income housing apartment complex.  The LIHTC Properties were
developed in conjunction with the federal Low-Income Housing Tax
Credit Program.

In order to acquire and/or construct the LIHTC Properties, the
Debtors obtained financing from Bank of America, N.A.  Each
construction loan automatically converted into permanent financing
upon various terms and conditions.  Pursuant to the agreements,
the Bank loaned:

          Creekside Senior Apartments, LP       $1,390,000
          Nicholasville Greens, LP                $760,234
          Franklin Place, LP                      $793,345
          Pennyrile Senior Apartments, LP         $534,242
          Park Row Senior Apartments, LP        $1,034,222

As security for these loans, the Bank took a first mortgage lien
on the Debtors' LIHTC Properties.  All five notes matured before
the Debtors filed for bankruptcy relief.

The Debtors filed their disclosure statement and plan on March 17,
2011.  The plan states that the Bank will have an allowed secured
claim "equal to the fair market value of [the Bank's] interest in
the Estate's interest in such Debtor's Property as determined by
the Court at the Valuation Hearing."

On Jan. 10, 2011, the Bank filed proofs of claim as to each
Debtor:

          Creekside                  $1,272,589
          Nicholasville Greens         $714,857
          Franklin Place               $863,467
          Pennyrile                    $466,294
          Park Row                   $1,037,461

In each proof of claim, the Bank asserted that its claim was fully
secured.

In January 2012, the Bank moved to dismiss or convert the Debtors'
cases and moved for relief from the automatic stay. The Bank
asserted that the Debtors' cases should be dismissed or converted
based on (i) the continuing loss to or diminution of the estate,
coupled with the absence of a reasonable likelihood of
rehabilitation; (ii) the Debtors' inability to effectuate a plan;
and (iii) the filings are considered to be in bad faith under the
factors courts look to under 11 U.S.C. Sec. 1112.

A copy of the Sixth Circuit BAP's March 25, 2013 Opinion penned by
Bankruptcy Appellate Panel Judge Arthur I. Harris is available at
http://is.gd/mQmVjofrom Leagle.com.

Five single-asset real estate entities, as defined in 11 U.S.C.
Sec. 101(51B), filed separate Chapter 11 bankruptcy petitions in
September and October 2010: Creekside Senior Apartments, Limited
Partnership (Bankr. E.D. Ky. Case No. 10-53019); Nicholasville
Greens, Limited Partnership (Bankr. E.D. Ky. Case No. 10-53298);
Franklin Place Senior Apartments, Limited Partnership (Bankr. E.D.
Ky. Case No. 10-53300); Pennyrile Senior Apartments, Limited
Partnership (Bankr. E.D. Ky. Case No. 10-53301); and Park Row
Senior Apartments, Limited Partnership (Bankr. E.D. Ky. Case No.
10-53346).  The cases are jointly administered.

Douglas T. Logsdon, Esq. -- dlogsdon@mmlk.com -- serves as counsel
to Creekside.  In its petition, Creekside estimated $500,001 to
$1 million in assets and $1 million to $10 million in debts.  The
petition was signed by Brian Doran, president of sole member of
general partner.

Each of the Debtors is a Kentucky limited partnership with a
corresponding general partner, an administrative limited partner,
and an investor limited partner.  By virtue of the partnership
agreements, the General Partners hold 0.01% of the corresponding
limited partnership's equity interests, the administrative limited
partners hold 0.01% of the corresponding limited partnership's
equity interests, and the investor limited partners hold the
remaining 99.98% of the corresponding limited partnership's equity
interests. Each of the Debtors owns a parcel of real property on
which it operates a low-incoming housing apartment complex.


CYPRESS OF TAMPA: Files Amended Schedules of Assets & Liabilities
-----------------------------------------------------------------
The Cypress of Tampa LLC has filed with the U.S. Bankruptcy Court
for the Middle District of Florida amended schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property         $22,201,872.88
B. Personal Property      $1,887,023.92
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $22,201,872.88
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                         $2,157,541.34
                         --------------          --------------
TOTAL                    $24,088,896.80          $24,359,414.22

                      About Cypress of Tampa

The Cypress of Tampa LLC and its affiliate, The Cypress of Tampa
II, LLC, own and operate a retail and office space, together with
certain outparcels, known as The Cypress located in Hillsborough
County, Florida.  They filed voluntary Chapter 11 petitions
(Bankr. M.D. Fla. Case Nos. 12-17518 and 12-17520) on Nov. 20,
2012.  Jennis & Bowen, P.L., serves as the Debtors' counsel.
Cypress of Tampa disclosed $23,185,648 in assets and $24,172,594
in liabilities as of the Chapter 11 filing.

Cypress scheduled $24,088,896 in total assets and $24,359,414 in
total liabilities.  Cypress II scheduled $6,524,262 in total
assets and $6,478,439 in total liabilities.

The Debtors are slated to appear before the Bankruptcy Court in
Tampa, Florida, on April 4, 2013, at 9:30 a.m. to seek
confirmation of their Chapter 11 plan.


CYPRESS OF TAMPA II: Files Amended Assets & Debts Schedules
-----------------------------------------------------------
The Cypress of Tampa II LLC filed with the U.S. Bankruptcy Court
for the Middle District of Florida amended schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property          $6,204,068.82
B. Personal Property        $320,194.00
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                 $6,204,068.82
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $274,370.90
                         --------------          --------------
TOTAL                     $6,524,262.82           $6,478,439.72

                      About Cypress of Tampa

The Cypress of Tampa LLC and its affiliate, The Cypress of Tampa
II, LLC, own and operate a retail and office space, together with
certain outparcels, known as The Cypress located in Hillsborough
County, Florida.  They filed voluntary Chapter 11 petitions
(Bankr. M.D. Fla. Case Nos. 12-17518 and 12-17520) on Nov. 20,
2012.  Jennis & Bowen, P.L., serves as the Debtors' counsel.

Cypress scheduled $24,088,896 in total assets and $24,359,414 in
total liabilities.  Cypress II scheduled $6,524,262 in total
assets and $6,478,439 in total liabilities.

The Debtors are slated to appear before the Bankruptcy Court in
Tampa, Florida, on April 4, 2013, at 9:30 a.m. to seek
confirmation of their Chapter 11 plan.


DIPPIN' DOTS: After Bankruptcy, Aims for Healthier Future
---------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that out
of bankruptcy with a new owner that allowed "The Ice Cream of the
Future" to live on for another day, the unbridled Dippin' Dots is
making an ambitious bounce towards the school cafeteria with a
healthier, fat-free product.

According to WSJ, this spring, Dippin' Dots plans to introduce its
vanilla-and-chocolate YoDots line, which is made with nonfat
yogurt and has only 70 calories per three-ounce pack. A five-ounce
serving of the traditional Dippin' Dots has about 10 grams of fat.

WSJ said Dippin' Dots' network of about 120 franchised stores will
begin selling cups of the mouth-tickling product first but food
engineers at the company's Paducah, Ky., headquarters used
ingredients that comply with the U.S. Department of Agriculture's
food standards for schools, enabling the company to pitch its
product to most school districts across the country.

"A lot of kids love the product for the novelty, but there are
still parents who are conscious for the healthier options,"
Dippin' Dots LLC President Scott Fischer told Bankruptcy Beat.

Dippin' Dots, which sells the bulk of its product through 1,400
"direct accounts" for spots like amusements parks, zoos and
baseball stadiums, isn't the only company to try to use healthy
options to find stable financial footing after a Chapter 11
reorganization, WSJ noted, as mall food court fixture Sbarro,
which emerged from bankruptcy protection in late 2011, recently
rolled out its 270-calorie Skinny Slice and buyers who offered to
pay $410 million for the beloved Twinkies' network of bakeries
said told Bankruptcy Beat earlier this month that they could
unveil "more health-conscious" versions of the spongy gold snack
cake.


DUNLAP OIL: Creditor Wants Valuation of Property
------------------------------------------------
Secured creditor Pineda Grantor Trust II asks the U.S. Bankruptcy
Court for the District of Arizona Dunlap Oil Company, Inc., to
determine the value of its interest in the property securing its
claim against Dunlap Oil Company, Inc. and Quail Hollow Inn, LLC.

Pineda holds a claim against the Debtors relating to four loans to
Dunlap Oil from Pineda's predecessor, Compass Bank.  As of
Oct. 24, 2012, the date of the filing of the Debtors' bankruptcy
petitions, the outstanding balance of the loans was $6,998,815.
In November 2012, Compass assigned its rights under the loans and
the security thereof to Pineda.

Prior to transferring the notes to Pineda, Compass Bank obtained
appraisals of all of the real property collateral as of Aug. 1,
2012.  The appraisals make the assumption that all property tax
liens on the property have been paid.  In fact, as disclosed in
Debtors' Disclosure Statement, there is approximately $775,000 of
senior real and personal property tax liens encumbering the
properties.  When the tax liens are considered, the appraised
value of Pineda's interest in the real property is $5,230,485.

The Debtors take the position in their Disclosure Statement that
Pineda is actually oversecured, on the basis of their estimate of
the value of the subject properties.  The only information in the
Disclosure Statement that Debtors provide as to the source of
their value estimates is that they are "taken from appraisals
obtained by CCB and Compass, well as management estimates."
Apparently, however, the Debtors are relying on statements
contained in a March 2011 letter concerning the "appraised value"
of the collateral for the loans.

Pineda Trust is represented by:

        David WM. Engelman
        Bradley D. Pack
        ENGELMAN BERGER, P.C.
        3636 North Central Avenue, Suite 700
        Phoenix, AR 85012
        Tel: (602) 271-9090
        Fax: (602) 222-4999
        E-mail: dwe@eblawyers.com
                bdp@eblawyers.com

Canyon Community Bank, in a separate filing, joins Pineda Trust
motion.  Canyon Community asks that the Court determine the value
of its interest in the real property owned by Dunlap Oil, and
securing CCB's claims against the Debtors another secured
creditor, Pineda Grantor Trust.

On Nov. 30, 2006, Dunlap Oil and Truck Plaza Caf‚, which has since
merged into Dunlap Oil, entered into a loan agreement with Canyon
Community, wherein Canyon Community agreed to lend Dunlap Oil
$8,000,000, evidenced by that Promissory Note dated
contemporaneously with the loan agreement.  Dunlap Oil failed to
make certain payments, and perform certain obligations under the
Loan and Note A in breach of the obligations thereunder.

Canyon Community is represented by:

         Pat P. Lopez III
         Rebecca K. O'Brien
         Jeffrey G. Baxter
         RUSING LOPEZ & LIZARDI, P.L.L.C.
         6363 North Swan Road, Suite 151
         Tucson, AR 85718
         Tel: (520) 792-4800
         Fax: (520)529-4262
         E-mails: plopez@rllaz.com
                  robrien@rllaz.com
                  jbaxter@rllaz.com

           About Dunlap Oil Company and Quail Hollow Inn

Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 12-23252 and
12-23256) on Oct. 24, 2012.  Founded in 1958, Dunlap Oil is a
Willcox, Arizona-based operator of 14 gasoline services stations.
QOH owns the 89-room outside corridor Best Western Plus Quail
Hollow hotel in Willcox.  The two companies are owned and operated
by the Dunlap family.

Judge James M. Marlar presides over the case.  John R. Clemency,
Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy, P.A.,
serve as the Debtors' counsel.  Peritus Commercial Finance LLC
serves as financial advisor.  Quail Hollow Inn also hired Sally M.
Darcy of McEvoy Daniels & Darcy P.C. for the limited purpose of
handling any claims, issues, and/or disputes between QHI and Best
Western International, Inc.  The Debtors' lead counsel, Gallagher
& Kennedy, P.A., has a conflict precluding its representation of
the Debtor in matters relating to Best Western.

QOH declared assets of at least $1 million and debts exceeding
$10 million.  DOC estimated assets and debts of $10 million to
$50 million.

The petitions were signed by Theodore Dunlap, president.

Ilene J. Lashinsky, the U.S. Trustee for Region 14, has appointed
three creditors to serve on an Official Committee of Unsecured
Creditor for the Chapter 11 bankruptcy case of Dunlap Oil Company.
The Committee tapped Nussbaum Gillis & Dinner, P.C. as its
counsel.

Pineda Grantor Trust II, successor-in-interest to Compass Bank, is
represented by Steven N. Berger, Esq., and Bradley D. Pack, Esq.,
at Engelman Berger, P.C.  Counsel to Canyon Community Bank NA are
Jeffrey G. Baxter, Esq., Pat P. Lopez III, Esq., and Rebecca K.
O'Brien, Esq., at Rusing Lopez & Lizardi PLLC.


ECCOTEMP SYSTEMS: Files Bankruptcy to Halt Receivership
-------------------------------------------------------
John McDermott, writing for The Post and Courier, reports that
Eccotemp Systems LLC sought Chapter 11 protection on March 22,
about three weeks after it was hit with a $757,000 legal judgment
over its tankless water heaters.

The report says the bankruptcy thwarted a move by lawyers to
appoint a receiver to take over the company.  The report relates
that in a court document, Eccotemp Systems identified the $757,000
jury award as its only debt.

The report recounts that plumbing company, Amo, sued after
installing 75 Eccotemp-made tankless units in new homes in
Richland and Lexington counties.  Eric Bland, Esq., an attorney
representing Amo, said that around 2008 the water heaters began
failing once the outside temperatures dropped.  About 70% of the
purchased units froze, causing pipes to burst in some of the
homes, he said.  The report relates Mr. Bland said he was
preparing to ask a judge March 22 to approve attorney's fees and
to appoint a receiver to run the company.

The report relates Mr. Bland also said he plans to ask that
Eccotemp's filing be dismissed.  "I don't think the Bankruptcy
Court is going to allow them to stay in bankruptcy," he said.

The first hearing is scheduled for April 26 in Charleston,
according to the report.


EDENOR SA: Shareholders' Meeting Scheduled for April 25
-------------------------------------------------------
Empresa Distribuidora y Comercializadora Norte S.A. ("EDENOR"),
will hold a general ordinary and extraordinary shareholders'
meeting on April 25, 2013, at 10:00 a.m. at Avenida del Libertador
6363, First Floor, in the Autonomous City of Buenos Aires.

Included as a specific item on the agenda for that Meeting is the
consideration of a mandatory capital stock reduction pursuant to
the terms of Section 206 of Law No. 19,550, which became
applicable upon the issuance of the Financial Statements of EDENOR
as of, and for the year ended, Dec. 31, 2012.

A copy of the Notice is available for free at http://is.gd/KykMUH

                           About EDENOR

Based in Buenos Aires, Argentina, Edenor S.A. is the largest
electricity distribution company in Argentina in terms of number
of customers and electricity sold (both in GWh and Pesos).
Through a concession, Edenor distributes electricity exclusively
to the northwestern zone of the greater Buenos Aires metropolitan
area and the northern part of the city of Buenos Aires, which has
a population of approximately 7 million people and an area of
4,637 sq. km.  In 2011, Edenor sold 20,077 GWh of energy and
purchased 23,004 GWh of energy, with net sales of approximately
Ps. 2.3 billion and net loss of Ps. 435.4 million.

Price Waterhouse & Co. S.R.L., in Buenos Aires, said that the
delay in obtaining tariff increases, the cost adjustments
recognition ("MMC"), requested in the presentations made until now
by the Company in accordance with the terms of the Adjustment
Agreement ("Acta Acuerdo") and the continuous increase in
operating expenses significantly affected the economic and
financial position of the Company and raise substantial doubt
about its ability to continue as a going concern.

The Company reported a net loss of ARS435.40 million on net sales
of ARS3.565 billion for 2011, compared with a net loss of
ARS49.05 million on ARS2.174 billion for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
ARS5.744 billion in total assets, ARS4.373 billion in total
liabilities, ARS56.87 million of minority interest, and
stockholders equity of ARS1.314 billion.

                             *   *    *

As reported by the TCR on Sept. 12, 2012, Moody's Latin America
has downgraded Edenor's corporate family and senior unsecured
ratings to Caa1 from B3 and its national scale rating to Ba3.ar
from Baa2.ar. The downgrade has been prompted by Edenor's
continued poor operating performance in 2012 and the ongoing issue
of frozen tariffs.  The downgrade also reflects the liquidity
constraints the company will face over coming quarters should the
frozen tariff position of the company not change.


ENDEAVOUR INTERNATIONAL: Presented at Howard Weil's Conference
--------------------------------------------------------------
Endeavour International Corporation filed with the U.S. Securities
and Exchange Commission a copy of the Company's investor
presentation given at the Howard Weil's 41st Annual Energy
Conference on March 21, 2013, which presentation is available at:

                        http://is.gd/Ev6s3C

                   About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million on $219.05 million of revenue, as compared with
a net loss of $130.99 million on $60.09 million of revenue during
the prior year.  The Company's balance sheet at Dec. 31, 2012,
showed $1.43 billion in total assets, $1.29 billion in total
liabilities, $43.70 million in series C convertible preferred
stock and $99.43 million in stockholders' equity.

                           *    *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


EUROFRESH INC: Creditors Say Chapter 11 Isn't Federal Foreclosure
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Eurofresh Inc. unsecured creditors' committee
appears to be turning the bankruptcy into a test case on the
question of whether Chapter 11 is a substitute for foreclosure.

In papers filed in advance of a sale-approval hearing for
March 27, the committee said that "Chapter 11 is not a federal
foreclosure scheme" and bankruptcy cannot be used exclusively for
the benefit of secured creditors.  Unless there's a higher bid at
the auction immediately preceding the March 27 hearing, the
creditors want the judge to withhold approval of selling the
business in exchange for about $51.2 million in secured debt
acquired two days before bankruptcy by an affiliate of NatureSweet
Ltd., a competing tomato grower.

The committee, the report discloses, contends that suppliers and
others providing goods and services for the Chapter 11 effort will
be left holding the bag because there won't be cash available to
pay claims entitled to priority.  The committee doesn't want the
sale approved without payment of all priority claims and a
distribution to unsecured creditors.

                      About EuroFresh Inc.

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

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

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

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

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

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


FIRST DATA: Fitch Rates Proposed $500MM Sr. Unsecured Notes 'CCC+'
------------------------------------------------------------------
Fitch Ratings has assigned a 'CCC+/RR6' rating to First Data
Corp.'s proposed offering of $500 million in senior unsecured
notes due 2021. Proceeds from the offering will be used to
refinance a portion of the company's $784 million in 9.875% Senior
Unsecured Notes due 2015.

In conjunction with its offering, First Data announced that
Adjusted EBITDA for the two months ended February 28, 2013
declined by a mid-single digit percentage over the same period
last year. Based on this information, Fitch believes the company's
EBITDA will likely decline by a mid-single digit percentage for
the entire first quarter. The company cited a warmer winter in
2012 as a factor in the relative decline as well as an extra day
in the prior year quarter resulting from the leap year.

KEY RATING DRIVERS

Fitch believes that the decline in business during the March
quarter is not completely unexpected as pressures had begun to
show in the December 2012 quarter's results following 12 to 18
months of relative outperformance by the company. First Data still
believes that it can achieve its expected growth targets in 2013.
Fitch believes that short of a continued decline in the business
through the year, the fact that that the company has essentially
extended its maturity wall to at least 2016 at this point gives it
needed time to revive growth. It is also important to note that
First Data is heavily tied to consumer spending which has been
negatively impacted by higher taxes in 2013 but could benefit over
the next few years if inflation picks up.

Fitch continues to rate FDC's IDR at 'B' with a Stable Outlook.
Fitch revised the outlook on FDC to Stable from Negative in
January 2013 based on improved operating results during 2012 as
well as the extension and refinancing of a significant majority of
the company's previously forthcoming term loan maturities in 2014.
For a more detailed rationale behind the rating action, please see
the press release dated Jan. 8, 2013.

Liquidity as of Dec. 31, 2012 was solid with cash of $608 million
($324 million of which was available to the company in the US) and
approximately $1.5 billion available under a $1.52 billion senior
unsecured revolving credit facility, approximately $500 million of
which expires September 2013 and the rest expiring September 2016.
Fitch does not expect the portion of the credit facility expiring
this year to be replaced.

Total debt as of December 31, 2012 was $23.0 billion, which
includes approximately $15.6 billion in secured debt, $4.5 billion
in unsecured debt and $2.5 billion in subordinated debt (all
figures approximate). In addition, a subsidiary of New Omaha
Holdings L.P. (the direct parent company of First Data Corp.) has
outstanding $1.75 billion senior unsecured PIK notes due 2016.
These notes are not obligations of FDC and are not consolidated.

For an in-depth review of Fitch's credit analysis and outlook for
FDC, please see the report published June 6, 2012 below.

Fitch rates FDC as follows:

-- Long-term IDR 'B';

-- $499 million senior secured revolving credit facility expiring
    September 2013 'BB-/RR2';

-- $1.0 billion senior secured revolving credit facility expiring
    September 2016 'BB-/RR2';

-- $2.7 billion senior secured term loan B due 2017 'BB-/RR2';

-- $258 million senior secured term loan B due 2018 'BB-/RR2';

-- $750 million senior secured term loan B due 2018 'BB-/RR2';

-- $4.7 billion senior secured term loan B due 2018 'BB-/RR2';

-- $1.6 billion 7.375% senior secured notes due 2019 'BB-/RR2';

-- $510 million 8.875% senior secured notes due 2020 'BB-/RR2';

-- $2.2 billion 6.75% senior secured notes due 2020 'BB-/RR2';

-- $2 billion 8.25% junior secured notes due 2021 'CCC+/RR6';

-- $1 billion 8.75%/10.0% PIK Toggle junior secured notes due
    2022 'CCC+/RR6';

-- $784 million 9.875% senior unsecured notes due 2015
    'CCC+/RR6';

-- $785 million 11.25% senior unsecured notes due 2021
    'CCC+/RR6';

-- $3 billion 12.625% senior unsecured notes due 2021 'CCC+/RR6';
    and

-- $2.5 billion 11.25% senior subordinated notes due 2016
    'CCC/RR6'.

The Rating Outlook is Stable.

The Recovery Ratings (RRs) for FDC reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of FDC, and hence recovery
rates for its creditors, will be maximized in a restructuring
scenario (as a going concern) rather than a liquidation scenario.
In deriving a distressed enterprise value, Fitch applies a 15%
discount to FDC's estimated operating EBITDA (adjusted for equity
earnings in affiliates) of approximately $2.4 billion for the LTM
ended September 31, 2012 which is equivalent to Fitch's estimate
of FDC's total interest expense and maintenance capital spending.
Fitch then applies a 6x distressed EBITDA multiple, which
considers FDC's prior public trading multiple and that a stress
event would likely lead to multiple contraction. As is standard
with Fitch's recovery analysis, the revolver is fully drawn and
cash balances fully depleted to reflect a stress event. The 'RR2'
for FDC's secured bank facility and senior secured notes reflects
Fitch's belief that 71%-90% recovery is realistic. The 'RR6' for
FDC's second lien, senior and subordinated notes reflects Fitch's
belief that 0%-10% recovery is realistic. The 'CCC/RR6' rating for
the subordinated notes reflects the minimal recovery prospects and
inherent subordination in a recovery scenario.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead
to positive rating action include:

-- Greater visibility and confidence in the potential for the
    company to access the public equity markets.

Future developments that may, individually or collectively, lead
to negative rating action include:

-- The ratings could be downgraded if FDC were to experience
    sustained market share declines or if typical price
    compression accelerates.

-- The ratings could also be downgraded if the US economy were to
    experience a sustained recession.


FIRST DATA: Moody's Assigns Caa1 Rating to New US$500MM Sr. Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to First Data
Corporation's proposed $500 million senior unsecured notes due
2021. All other ratings, including the B3 corporate family rating
and the stable outlook remain unchanged. The proceeds will be used
to repay a portion of its outstanding 9.875% senior unsecured
notes due 2015.

Ratings Rationale:

The B3 CFR and stable outlook reflect Moody's expectation that
First Data will generate mid-single digit percentage revenue and
EBITDA growth during 2013, as the economy grows slowly and the
shift of payment method to electronic cards from cash and checks
continues globally. However, the resulting cash flow is expected
to remain relatively light in relation to the very large debt
total. Moody's expects First Data will improve its credit metrics
modestly (e.g., Debt to EBITDA of about 9 times), yet these
metrics will remain within the range of those of other companies
also rated at the B3 level.

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

Based in Atlanta, Georgia, First Data Corporation, with about $11
billion of projected annual revenues, provides commerce and
payment solutions for financial institutions, merchants, and other
organizations worldwide.


FOREST CITY: Fitch Assigns 'BB-' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has assigned initial credit ratings to Forest City
Enterprises, Inc. (NYSE: FCEA/FCEB, collectively FCE) as follows:

-- Issuer Default Rating (IDR) 'BB-';
-- Bank revolving credit facility 'BB-';
-- Senior unsecured notes 'BB-';
-- Convertible senior unsecured notes 'BB-'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The 'BB-' IDR centers on FCE's high leverage and lack of
unencumbered assets. FCE's corporate financing strategy emphasizes
secured debt to isolate refinancing and operating risks to
individual properties as opposed to the general corporate credit
and equity holders. Credit strengths include the quality of FCE's
portfolio, strong relative operating performance, adequate fixed
charge coverage, manageable debt maturity schedule and sufficient
internal liquidity.

The IDR also reflects FCE's significant equity cushion after
adjusting for secured debt that partially mitigates the lack of an
unencumbered asset pool. Further, FCE's REOC structure is worth a
one-notch uplift relative to a comparable REIT, due to FCE's
ability to retain cash for development and other corporate uses.

High Leverage
FCE's leverage was high at 11.9x for the nine months ended Oct.
31, 2012. FCE has made demonstrable progress in its efforts to
delever, as leverage was 13.0x at Jan. 31, 2011. Fitch projects
leverage will improve further to below 11x over the next 24
months, driven by modest same-store net operating income (SSNOI)
growth. Fitch defines leverage as net debt to recurring operating
EBITDA.

Lack of Unencumbered Assets
FCE does not maintain a pool of unencumbered assets which
typically serves as support for IDRs of higher-rated REITs and
REOCs and a source of contingent liquidity. The lack of
unencumbered assets is a material rating constraint partially
mitigated by the existence of a post-secured debt equity cushion.

High-Quality Albeit Idiosyncratic Portfolio
Since its founding, FCE has grown its expertise in developing
large, mixed-use master planned communities, notably those in
densely populated markets. Year-to-date (YTD) net operating income
(NOI) was well-diversified by segment (35% office, 33% retail, 24%
multifamily) and located in strong markets (29% in New York City
with Washington, D.C., Los Angeles, Boston, San Francisco, Denver,
Chicago and Philadelphia each comprising 4%-10%).

Strong Operating Performance
FCE's operating performance has been strong on an absolute basis
and relative to its underlying markets and select public peers,
evidencing durable operating cash flows. FCE's SSNOI growth has
averaged 1.9% since 2003 and FCE weathered the recent downturn
with only a single-year decline of 0.8% in 2009. Fitch expects
SSNOI growth will be in the low single digits over the next 12-24
months driven by positive leasing spreads and incremental
occupancy gains.

Proven Track Record Developing Large, Mixed-Use Sites
The company has a proven capacity to acquire, aggregate and
entitle adjoining plots of land and to work with local
municipalities, community groups and government agencies to
receive requisite approvals and tax credit financings. Going
forward, Fitch expects development to be significantly smaller,
due mostly to the Multifamily Development Fund which will allow
FCE to develop off balance sheet and limit its equity requirements
to contributing entitled land. At Oct. 31, 2012, FCE remaining
development commitments of $141 million represent less than 2% of
total assets and can be funded through internal liquidity.

Manageable Debt Maturity Schedule / Sufficient Liquidity
Liquidity coverage of 0.6x is adequate for the rating for the
period Nov. 1, 2012-Jan. 31, 2015 and improves to 2.2x assuming
90% of secured debt is refinanced. Notably, internal liquidity
covers unsecured debt obligations maturing through FY2015 by 3.8x,
thereby limiting the likelihood of a corporate default. In
addition the covenants under the company's credit facility that
limit cash distributions and share buybacks facilitate financial
flexibility.

Fitch defines liquidity coverage as sources of liquidity
(unrestricted cash, availability under the revolving credit
facility, committed but undrawn project financing) divided by uses
(unsecured debt maturities, secured debt maturities, pro-rata
unconsolidated debt maturities, maintenance capital expenditures
and committed development expenditures).

Adequate Fixed Charge Coverage
Fitch projects fixed charge coverage will improve to 1.5x from
1.3x for FY2011 over the next 12-24 months driven by lower fixed
charges from the retirement of all outstanding preferred stock.
Fitch defines fixed charge coverage as recurring operating EBITDA
less straight line rent adjustments and maintenance capital
expenditures divided by total interest incurred and preferred
stock dividends.

RATINGS SENSITIVITIES

Although Fitch does not anticipate positive ratings momentum in
the near-to-medium term, the following factors may result in
positive momentum on the rating and/or Outlook:

-- The maintenance of a sizable unencumbered asset pool;
-- Fitch's expectation of leverage sustaining below 10.0x
    (leverage was 11.9x as of Oct. 31, 2012).

The following factors may have a negative impact on Forest City's
ratings or Outlook:

-- Fitch's expectation of leverage sustaining above 13.0x;
-- Fitch's expectation of fixed charge coverage sustaining below
    1.0x (fixed charge coverage was 1.3x YTD);
-- Material growth in on-balance-sheet development projects;
-- A material investment in a non-real estate project or entity.


FNB UNITED: Incurs $6.3 Million Net Loss in Fourth Quarter
----------------------------------------------------------
FNB United Corp. posted its Fourth Quarter 2012 Financial
Presentation on the Investor Relations section of its Web site,
www.community1.com.  For the fourth quarter of 2012, the Company
incurred a net loss to common shareholders of $6.29 million, as
compared with net income to common shareholders of $17.09 million
during the fourth quarter of 2011.  A copy of the Financial
Presentation is available for free at http://is.gd/cZN9Xw

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

FNB incurred a net loss of $40 million in 2012, as compared with a
net loss of $137.31 million in 2011.  The Company incurred a net
loss of $131.82 million on $82.28 million of total interest income
in 2010.  The Company's balance sheet at Dec. 31, 2012, showed
$2.15 billion in total assets, $2.05 billion in total liabilities
and $98.44 million in total shareholders' equity.

FORT DEFIANCE: Dist. Court Keeps Superior Lien on Todd Property
---------------------------------------------------------------
Brenda Tood took issue of the validity of a consensual lien on the
residence she owned, on which she claims a homestead exemption,
and which lien was assigned by the Bank of Nevada to Lowell R.
Rothschild, as Successor Creditor Trustee for Fort Defiance
Housing Corporation, Inc.  The Nevada Bankruptcy Court ruled that
the Creditor Trustee holds a valid, perfected security interest on
the residential property in the amount of $741,548 superior to Ms.
Todd's claim of exemption.  In June 2012, Ms. Todd took an appeal
of the Homestead Order.

In a March 18, 2013 decision, District Judge Kent J. Dawson found
that the Nevada bankruptcy court properly entered the Homestead
Order and accordingly, affirmed.  "[T]he record does not support a
dispute of the material facts.  The undisputed facts establish
that the Creditor Trustee was assigned a consensual lien from Bank
of Nevada.  Both the Bankruptcy Code and Nevada law provide that a
consensual lien is superior to a claim of homestead exemption,"
the judge said.

The parties' relationship arose in December 1999 when FDHC
executed a Promissory Note in the original principal amount of
$328,350 to Mesquite State Bank, in relation to an affordable
housing subsidy agreement.  By October 2000, Brenda Todd entered
into a Hypothecation Agreement with Mesquite, which encumbered her
residential property.  Later on, Bank of Nevada became successor-
in-interest to Mesquite and so the Hypothecation Agreement granted
Bank of Nevada a consensual lien on the Property, as security for
any and all liabilities and indebtedness of FDHC to Mesquite State
Bank.  FDHC defaulted under the terms of the Promissory Note.
Following FDHC's filing for Chapter 11 bankruptcy in Arizona, Bank
of Nevada filed a claim, claiming it was owed $741,548.86, arising
from the Promissory Note.  Then, in July 2009, the Creditor
Trustee and the Bank of Nevada reached a settlement which provided
that Bank of Nevada would have an allowed general unsecured claim
in the amount of $741,548.86 in the FDHC bankruptcy case.  As part
of the settlement with the Creditor Trustee, Bank of Nevada
assigned any and all claims, liens, and other causes of action
against Brenda Todd, including its interest in the Hypothecation
Agreement to the Creditor Trustee.

The appeals case is captioned BRENDA TODD, Appellant, v. LOWELL R.
ROTHSCHILD, as Successor Creditor Trustee for Fort Defiance
Housing Corporation, Inc., Appellee, Case No. 2:12-CV-1092-KJD-GWF
(D. Nev.).  A copy of the District Court's March 18, 2013 Order is
available at http://is.gd/da2b1Bfrom Leagle.com.


FREESEAS INC: Court Approves Another Settlement with Hanover
------------------------------------------------------------
The Supreme Court of the State of New York, County of New York,
entered a revised order on March 20, 2013, approving, among other
things, the fairness of the terms and conditions of an exchange
pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended, in accordance with a stipulation of settlement between
FreeSeas Inc., and Hanover Holdings I, LLC, in the matter entitled
Hanover Holdings I, LLC v. FreeSeas Inc., Case No. 152140/2013.
Hanover commenced the Action against the Company on March 8, 2013,
to recover an aggregate of $1,264,656 of past-due accounts payable
of the Company, which Hanover had purchased from certain vendors
of the Company pursuant to the terms of separate receivable
purchase agreements between Hanover and each of those vendors,
plus fees and costs.  The Assigned Accounts relate to certain
maritime services provided by certain vendors of the Company and
certain financial communications and printing services provided by
a vendor of the Company.  The Order provides for the full and
final settlement of the Claim and the Action.  The Settlement
Agreement became effective and binding upon the Company and
Hanover upon execution of the Order by the Court on March 20,
2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on March 20, 2013, the Company issued and delivered to
Hanover 350,000 shares of the Company's common stock, $0.001 par
value.  Giving effect to that issuance, the Settlement Shares
represent approximately 9.77% of the total number of shares of
Common Stock presently outstanding.  The Settlement Agreement
provides that the Settlement Shares will be subject to adjustment
on the trading day immediately following the Calculation Period to
reflect the intention of the parties that the total number of
shares of Common Stock to be issued to Hanover pursuant to the
Settlement Agreement be based upon a specified discount to the
trading volume weighted average price of the Common Stock for a
specified period of time subsequent to the Court's entry of the
Order.

A copy of the Stipulation of Settlement is available at:

                        http://is.gd/PfrpbA

A copy of the Court's Order, as revised, is available for free at:

                        http://is.gd/8mWsYW

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

As reported in the Troubled Company Reporter on July 18, 2012,
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, expressed substantial doubt about FreeSeas'
ability to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  "In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements with banks."

The Company's balance sheet at June 30, 2012, showed
US$120.8 million in total assets, US$104.1 million in total
current liabilities, and shareholders' equity of US$16.7 million.


FREESEAS INC: Hanover Holdings Owns 9.7% Stake at March 20
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hanover Holdings I, LLC, and Joshua Sason disclosed
that, as of March 20, 2013, they beneficially own 350,000 shares
of common stock of Freeseas Inc. representing 9.77% of the shares
outstanding.  A copy of the filing is available for free at:

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

As reported in the Troubled Company Reporter on July 18, 2012,
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, expressed substantial doubt about FreeSeas'
ability to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  "In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements with banks."

The Company's balance sheet at June 30, 2012, showed
US$120.8 million in total assets, US$104.1 million in total
current liabilities, and shareholders' equity of US$16.7 million.


FRIENDSHIP DAIRIES: Court Denies AgStar's Motion for Stay Relief
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
denied Agstar Financial Services, FLCA's motion for relief from
the automatic stay concerning insurance proceeds in the Chapter 11
case of Friendship Dairies.

On Nov. 2, 2012, a Agstar filed a motion for relief from the
automatic stay.  AgStar serves as loan servicer and attorney-in-
fact for McFinney Agri-Finance, LLC.

In the order, the Court stated that:

   -- relief is appropriate under Section 362(d)(1) where there is
a lack of adequate protection, where there is (a) no equity in the
collateral and (b) the collateral is not necessary for an
effective reorganization; and

   -- the value of Agstar's collateral fully secures its claim on
a going concern value basis.

                     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.


GABRIEL TECHNOLOGIES: Amends List of Largest Unsecured Creditors
----------------------------------------------------------------
Gabriel Technologies Corporation has filed an amended list of its
largest unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Qualcomm                           Judgment Creditor   $13,000,000
c/o Corporation Service Company
2710 Gateway Oaks Drive, Suite 150N
Sacramento, CA 95833

Gary D. Elliston                   Noteholder             $881,666

Sterling Trust Company, fbo        Noteholder             $865,000
Annette Justice IRA
6681 NE 88th Street
Bondurant, IA 50035

Craig Bardsley and Dawn Berkvam    Noteholder             $498,958
20335 W. 94th Terrace
Lenexa, KS 66220

DVQLLC                             Noteholder             $410,000
Attn: Thomas P. Lawler
800 N. Highland Avenue, Suite 200
Orlando, FL 32803

Craig Bardsley                     Noteholder             $390,000


Kelly Fegen                        Noteholder             $350,000
1355 91st Street
West Des Moines, IA 50266

Dan Robison                        Noteholder             $350,000

The R.C. Buford 1997 Rev. Trust    Noteholder             $200,000

R.C. Buford                        Noteholder             $266,000

L. Mills Tuttle and Ann S. Tuttle  Noteholder             $200,000

Robert F. Vickers                  Noteholder             $191,666

Meridian Investors                 Noteholder             $216,666

Robert Lamse                       Noteholder             $249,166

Stephen Moore                      Noteholder             $151,000

John Hall and Rosemary Williams    Noteholder             $130,000

Louis Rotella, III                 Noteholder             $130,000

Louis Rotella, Jr.                 Noteholder             $130,000

Paul E. Hamilton                   Noteholder             $125,000

Brian Gay                          Noteholder             $100,000
6809 Valhalla Way
Windermere, FL 34786

Sterling Trust Company, fbo        Noteholder             $865,000

Ted Tryba                          Noteholder             $150,000

Gabriel Technologies Corporation and one subsidiary filed separate
Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and
13-30341) on Feb. 14, 2013, in San Francisco,, after losing in a
patent dispute with smartphone chips maker Qualcomm Inc.

Gabriel Technologies, through its debtor-subsidiary Trace
Technologies, LLC, holds significant intellectual property assets
directed toward location-based products and services through
global positioning systems.

Gabriel Technologies disclosed $15 million in assets and $15
million in liabilities as of Jan. 31, 2013.

The Debtors tapped the law firm of Meyers Law Group, P.C. as
general bankruptcy counsel.


GUITAR CENTER: Names Former Best Buy Canada President as CEO
------------------------------------------------------------
Mike Pratt has been appointed Chief Executive Officer and a member
of Guitar Center, Inc.'s Board of Directors effective April 1,
2013.  Mr. Pratt succeeds Marty Hanaka, the Company's Interim
Chief Executive Officer, who will remain on the Board and assist
in the transition.

Since 2008, Mr. Pratt has served as President and Chief Operating
Officer of leading Canadian consumer electronics retailers Best
Buy Canada and Future Shop.  He began his career more than 20
years ago with Future Shop, which was acquired by Best Buy Canada
in 2001.  During Mr. Pratt's tenure, Best Buy Canada grew from 165
to 275 stores and greatly expanded its e-commerce activities and
web presence.

"There's no question that Guitar Center is North America's leader
in musical instruments and related products, and there's a long
legacy of success that I greatly admire," said Mr. Pratt.  "Over
the last few months, I've had the chance to look at the Company
even more closely, and I came away very impressed with its
dynamic, multi-format business model with strong in-store and web-
based brands.  I'm excited about this opportunity and looking
forward to working with Guitar Center's management team and
dedicated associates to build the business at retail and online."

"Mike is a proven leader in the retail industry with an impressive
track record of success," stated Matt Levin, a Managing Director
at Bain Capital Partners, a leading global private investment firm
which owns the business through an affiliate.  "We are thrilled to
attract an executive of his caliber to lead Guitar Center.  We
also want to thank Marty Hanaka for his efforts in providing
valuable leadership continuity during this interim period."

Pursuant to his employment agreement, Mr. Pratt will receive a
base annual salary of $750,000, subject to increase by the Board
of Directors of the Company in its discretion.  Mr. Pratt will be
eligible to earn an annual incentive bonus at a target of 100% of
his annual base salary, and a maximum bonus potential of 200% of
base salary, based on performance criteria established by the
Board for each fiscal year during his employment.  Mr. Pratt will
also receive a signing bonus of $100,000 and an inducement bonus
of up to $296,500 to compensate him for recoupable incentive
compensation for the completed 2012 fiscal year at his former
employer.  Mr. Pratt will receive no additional compensation for
his service as a director of the Company.

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

                       http://is.gd/LGJf0z

                        About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Calif., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its Web sites.  It
operates three distinct musical retail business - Guitar Center
(about 70% of revenue), Music & Arts (about 7% of revenue), and
Musician's Friend (its direct response subsidiary with 24% of
revenue).  Total revenue is about $2 billion.

The Company reported a net loss of $236.94 million in 2011, a net
loss of $56.37 million in 2010, and a net loss of $189.85 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $1.82 billion
in total assets, $1.94 billion in total liabilities and a $122.39
million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in its annual report for the year ended
Dec. 31, 2011, that its ability to make scheduled payments or to
refinance its debt obligations depends on the Company and
Holdings' financial and operating performance, which is subject to
prevailing economic and competitive conditions and to certain
financial, business and other factors beyond its control.  The
Company cannot provide any assurance that it will maintain a level
of cash flows from operating activities sufficient to permit it to
pay the principal, premium, if any, and interest on its
indebtedness.

If the Company cannot make scheduled payments on its debt, the
Company will be in default and, as a result:

   * its debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under the Company's senior secured credit
     facilities could terminate their commitments to lend the
     Company money and foreclose against the assets securing their
     borrowings; and

   * the Company could be forced into bankruptcy or liquidation.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2011,
Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2
Corporate Family Rating and the $622 million existing term loan
rating of Caa1 due October 2014.  The Probability of Default
Rating was revised to Caa2/LD from Caa2 while the Speculative
Grade Liquidity assessment was changed to SGL-2 from SGL-3.  The
rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.


HAVRE AERIE: Wins Confirmation of Bankruptcy Exit Plan
------------------------------------------------------
Havre Aerie #166 Eagles obtained confirmation of its Chapter 11
plan and approval of the disclosure statement describing the Plan.

Filed on Oct. 24, 2012, the Plan provides for the classification
and treatment of three claim classes:

  -- Class One is the allowed secured claim of Independence Bank.
     The Class One claim will be paid in equal monthly
     installments with interest of 5% per annum over 240 months
     until paid in full.

  -- Class Two is the allowed unsecured non-priority claim of
     KayCee Groven, an employee of the Debtor.  The Class Two
     Claim will be paid $33,412 payable at the rate of $3.25% per
     annum in 10 equal annual installments of $3,391.17 with the
     first payment due one year after the effective date, with
     Groven's judgment to be void, discharged and unenforceable on
     the effective date. On cross examination, the Debtor's
     general manager, Thomas M. Farnham testified that the amount
     of funeral benefits held in trust exceed the amount to be
     paid to Groven under the Plan.

  -- Class Three consists of holders of allowed unsecured non-
     priority claims of less than $10,000.  The Class Three claims
     will be paid in full without interest within 90 days of the
     effective date of the Plan.  Mr. Farnham testified that the
     Debtor will have the ability to make those payments within 90
     days. All of the unsecured nonpriority claims other than
     Groven's are Class 3 claims.  Mr. Farnham testified that the
     Debtor needs to pay its trade creditors in order to continue
     in business, such as the Capital One credit card the Debtor
     uses.  Mr. Farnham distinguished Groven's claim from the
     Class 3 claims because of its much larger amount.

As a non-profit organization, the Debtor has no equity security
holders or shareholders.

Amidst objections from Ms. Groven, the Montana Bankruptcy Court
found that the Plan has been proposed in good faith; at least one
class of impaired claims has accepted the Plan; and the Debtor has
satisfied its burden to show that confirmation is not the followed
by liquidation.  The Debtor has also satisfied all other
requirements for confirmation of the Plan under the Bankruptcy
Code, the Court opined.  Morever, the Court added, the Disclosure
Statement provided adequate information to allow voting class to
make an informed vote.

A copy of Judge Ralph Kirscher's March 20, 2013 Memorandum of
Decision is available at http://is.gd/h5qNkdfrom Leagle.com.

Havre Aerie #166 Eagles is a non-profit organization affiliated
with the national Fraternal Order of Eagles, and which owns and
operates a bar and clubhouse in Havre, Montana.  It filed a
voluntary Chapter 11 petition (Bankr. D. Mont. Case No. 12-60679)
on April 27, 2012.  A copy of the petition is available at
http://bankrupt.com/misc/mtb12-60679.pdf The Debtor is
represented by Steven M. Johnson, Esq., at Church, Harris, Johnson
& Williams, P.C.


HERITAGE CONSOLIDATED: Presents Plan for Confirmation
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas was
slated to convene a hearing March 27 to consider confirmation of
Heritage Consolidated, LLC, et al.'s Chapter 11 Plan.  The
confirmation hearing was previously scheduled for Jan. 29.

On Jan. 29, the Court signed an agreed order continuing the
confirmation hearing because the Debtors, the Unsecured Creditors
Committee, Railroad Commission of Texas and the City of Midland
and Federal Insurance Company are negotiating a resolution of the
issues and disputes related to the environmental related claims
asserted against the Debtors.  Objections, if any, to the Plan and
for submitting ballots to accept or reject the Plan will be
extended to a date no later than seven days prior to the
rescheduled confirmation hearing.

Baker Hughes Oilfield Operations, Inc., BJ Services Company,
U.S.A. and Simons Petroleum, Inc., had objected to the First
Amended Joint Plan of Reorganization, stating that the Plan does
not ensure that holders of Section 6 M&M Secured Claims will
receive a greater recovery under the Plan than the holders of such
claims would receive if the Section 6 Assets were liquidated now
under a chapter 7 liquidation.

The Objecting M&M Lien Creditors are holders of Class 3A Section 6
M&M Secured Claims -- an impaired Class under the First Amended
Plan.

                             The Plan

As reported in the Troubled Company Reporter on Dec. 27, 2012, the
Debtors' second amended disclosure statement in support of its
first amended joint plan of reorganization is designed to
accomplish two primary objectives:

    (a) formation of the Liquidating Trust for the benefit of
        Creditors and Equity Interest holders into which
        substantially all of the remaining assets of the Debtors
        will be transferred so that such assets can be held and
        disposed of in such a manner as to maximize their value
        for the benefit of Creditors and Equity Interest holders;

    (b) use of proceeds from the Liquidating Trust Assets to
        satisfy Claims in accordance with a waterfall mechanism
        for Distributions set forth in the Plan and the
        Liquidating Trust Agreement.

The Plan provides for all remaining assets of the Debtors (other
than the Excluded Assets) to be transferred to a Liquidating Trust
which will be managed by the Liquidating Trustee.  The initial
Liquidating Trustee shall be selected by the Committee.  The
Liquidating Trustee shall retain and have all the rights, powers
and duties necessary to carry out his or her responsibilities
under the Plan, and as otherwise provided in the Confirmation
Order and Liquidating Trust Agreement; provided, however, that the
Liquidating Trustee shall obtain the consent of the Creditors'
Oversight Committee on any material decisions, as set forth in
more detail in the Plan and the Liquidating Trust Agreement,
including, without limitation, obtaining unanimous consent of the
Creditors' Oversight Committee with respect to any Drilling
Operations.

The Plan classifies Claims against the Debtors into nine Classes
for purposes of voting on and Distributions under the Plan.  The
various Classes of Claims and Equity Interests and the treatment
provided under the Plan are:

     A. Class 1 (Allowed Ad Valorem Tax Claims) will receive
        distributions from the Liquidating Trust in the amount of
        such holder's Allowed Ad Valorem Tax Claim plus interest
        from the Petition Date until the Claim has been satisfied
        in full.

     B. Class 2 (Allowed Priority Claims) will receive
        Distributions from the Liquidating Trust in the amount of
        the holder's Allowed Priority Claim; or (receive such
        other less favorable treatment that may be agreed upon in
        writing by the holder and the Liquidating Trustee.

     C. Class 3 (Allowed M&M Secured Claim) will receive
        Distributions from the Liquidating Trust in the pro rata
        amount of such holder's Allowed M&M Secured Claim plus
        interest until the Claim has been satisfied in full.

     D. Class 4 (Allowed Other Secured Claims) will receive
        distributions from the Liquidating Trust in the pro rata
        amount of such holder's Allowed M&M Secured Claim plus
        interest until the Claim has been satisfied in full.

     E. Class 5 (Allowed General Unsecured Claims) will receive
        distributions from the Liquidating Trust in the pro rata
        amount of such holder's Allowed M&M Secured Claim plus
        interest until the Claim has been satisfied in full.

     F. Class 6 (Allowed Environmental Claims) will be deemed to
        receive payment in full on the claim through the
        implementation and completion of the Ritter Work Plan
        under the direction of the Liquidating Trustee and paid
        from the proceeds of the Federal Insurance Policies as
        such expenses are incurred until the Ritter Plan is
        satisfied, or until the proceeds of the  Federal Insurance
        Policies have been exhausted, except with respect to TH 6
        remediation expenses which shall be paid by Federal
        Insurance to the extent, if any, ordered by the Bankruptcy
        Court in its resolution of the coverage issues; and (B) be
        paid from the Remediation Reserve established pursuant to
        the Plan to the extent that the Bankruptcy Court
        determines that any specific portion of the Ritter Work
        Plan is not subject to the coverage provided under the
        Federal Insurance Policies.

     G. Class 7 (Allowed CIT Deficiency Claim) will receive
        Distributions from the Liquidating Trust in the amount of
        the holder's Allowed CIT Deficiency Claim.

     H. Class 8 (Allowed Subordinated Claims) will receive
        Distributions from the Liquidating Trust in the amount of
        the holder's Allowed CIT Deficiency Claim.

     I. Class 9 (Allowed Equity Interests) will receive
        Distributions from the Liquidating Trust.

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

            http://bankrupt.com/misc/HERITAGE_ds2a.pdf

                    About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485).  The
Debtors each estimated assets and debts of $10 million to
$50 million.

The Debtors tapped Malouf & Nockels LLP's as special counsel;
Munsch Hardt Kopf & Harr, P.C.; Rochelle McCullough, LLP; HSC, RM
LLP as special bankruptcy counsel to HSC; and Bridge Associates,
LLC, as financial advisor and designate Scott Pinsonnault as
interim chief restructuring officer.

The U.S. Trustee for Region 6 formed an Official Committee of
Unsecured Creditors in the Chapter 11 cases.


HOWREY LLP: Trustee Files First Unfinished-Business Settlements
---------------------------------------------------------------
Jacqueline Palank at Dow Jones' DBR Small Cap reports two law
firms that hired former Howrey LLP partners have agreed to pay
$41,000 to avoid litigation, the first settlements of unfinished-
business claims in the defunct law firm's bankruptcy case.

Maria Chutchian of BankruptcyLaw360 reported that Howrey LLP's
Chapter 11 trustee reached settlements Friday with Holland &
Knight LLP and Fenwick & West LLP resolving unfinished business
claims, though the individual attorneys who left Howrey for the
other two firms are not off the hook with respect to clawback
claims.

Under its deal with trustee Allan B. Diamond, Holland & Knight
will pay $26,197 to the defunct firm's estate and hand over 11
percent of any of the $62,000 that Holland & Knight is still owed
for the former Howrey matter, the report said.

                         About Howrey LLP

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

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

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

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

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

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


HOWREY LLP: Creditor Seeks to File Suit Against Partners
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a creditor of Howrey LLP, a liquidating law firm, is
making another stab at filing suit against former partners.  This
time, Howrey Claims LLC wants to file a class lawsuit in federal
district court against former partners, contending they should be
personally liable for the firm's debt.

According to the report, Howrey Claims failed in a prior effort
when it filed suit in bankruptcy court against former partners.
Howrey Claims says it is the owner of claims against the firm.

In the previous attempt, the bankruptcy judge said the claims
could only be brought by the Howrey trustee.  The ruling by the
bankruptcy judge is under appeal.

This time, Howrey Claims wants permission to file a class suit in
federal district court, claiming that some of the former partners
are personally liable for the firm's debt because they treated the
assets as their own, in the process taking out $35.6 million in
distributions. Howrey Claims argues that so-called alter ego
claims belong to individual creditors.

The Howrey trustee is opposing the new effort.  The bankruptcy
judge will decide at an April 4 hearing whether the suit by Howrey
Claims can go head.

The Howrey trustee says the new suit is no different from the
prior suit in bankruptcy court where the judge ruled that the
trustee alone has the right to bring claims.

                         About Howrey LLP

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

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

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

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

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

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


HOWREY LLP: Partners Are Assailed on Law Firm's Demise
------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that Washington, D.C., law firm Howrey LLP was in a "death spiral"
for nearly two years, according to new lawsuits that claim the
firm's partners didn't seem to know the depth of its financial
problems.

Six lawsuits filed in U.S. Bankruptcy Court in San Francisco this
month by the trustee overseeing Howrey's liquidation paint a bleak
picture of a firm that was fast to expand but slow to adapt,
relying on borrowed money instead of profits to pay its partners,
WSJ said.

The lawsuits, based partly on the firm's books and records, allege
that Howrey's partners weren't aware of the true extent of the
financial woes until it was too late, WSJ added.

More than a dozen of Howrey's former partners couldn't be reached
for comment on the lawsuits, while ex-Chairman Robert Ruyak and
former commercial-litigation Co-Chairman Martin Cunniff declined
to comment, WSJ said.  Sean Boland, Howrey's former vice chair,
said he has "some serious disagreements with the factual
allegations in the complaint." He declined to elaborate.

The lawsuits serve as a warning of the risks that senior lawyers
face as their firms grow bigger and take on more debt, legal-
industry experts say, according to WSJ.

"At many firms that have gone bankrupt, alarm bells went off too
late among the partners about the firm's financial performance,"
Kent Zimmermann, a legal consultant with Zeughauser Group,
speaking about law firms generally, told WSJ.

Legal experts say that when partners don't understand their firm's
financial position, not only can they miss opportunities to shore
up a struggling business but they also risk being on the hook to
clean up the mess, WSJ add.

Howrey's independent and court-appointed bankruptcy trustee, Allan
Diamond, is currently seeking to recover millions of dollars from
certain former partners' new firms based on the profits from the
work they brought to their new firms, according to WSJ.  Ropes &
Gray LLP, Dorsey & Whitney LLP and Kilpatrick Townsend & Stockton
LLP, three of the law firms that hired former Howrey partners and
were subsequently sued, declined to comment. The remaining three
law firms that were sued -- Davidson Law Group, Ralls & Niece LLP
and Shearman & Sterling LLP -- didn't respond to multiple requests
for comment, WSJ said.

None of the law firms named in the suits have responded in
bankruptcy court, WSJ related.

                         About Howrey LLP

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

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

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

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

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

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


INTELSAT SA: To Use Offering Proceeds to Redeem 2017 PIK Notes
--------------------------------------------------------------
Intelsat S.A.'s subsidiary, Intelsat (Luxembourg) S.A., priced
$3.5 billion aggregate principal amount of senior notes,
consisting of $500 million aggregate principal amount of 6.75%
senior notes due 2018 $2 billion aggregate principal amount of
7.75% senior notes due 2021 and $1 billion aggregate principal
amount of 8.125% senior notes due 2023, in each case, at an
offering price of 100%.  Intelsat Luxembourg's obligations under
the notes will be guaranteed by Intelsat S.A.  The notes offering
is expected to close on April 5, 2013, subject to certain
conditions.

The net proceeds from the sale of the notes are expected to be
used by Intelsat Luxembourg to redeem $915 million aggregate
principal amount of its outstanding 11 1/2 / 12 1/2% Senior PIK
Election Notes due 2017 on April 5, 2013, in its previously
announced redemption, to redeem the remaining approximately $1,588
million aggregate principal amount of its outstanding 2017 PIK
Notes, to redeem approximately $754.8 million aggregate principal
amount of its outstanding 11 1/4% Senior Notes due 2017, to pay
related fees and expenses and for general corporate purposes,
which may include the repayment, redemption, retirement or
repurchase of additional 2017 Senior Notes or other outstanding
indebtedness of Intelsat Luxembourg and its subsidiaries.

The notes are being offered and sold to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of
1933, as amended, and to persons outside the United States in
accordance with Regulation S under the Securities Act and
applicable exemptions from registration, prospectus or like
requirements under the laws and regulations of the relevant
jurisdictions outside the United States.  The notes will not be
registered under the Securities Act and, until registered, may not
be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.  The notes will also not be registered in
any jurisdiction outside of the United States and no action or
steps will be taken to permit the offer of the notes in any such
jurisdiction where any registration or other action or steps would
be required to permit an offer of the notes.

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).

                   Issuance of Redemption Notices

On March 21, 2013, Intelsat (Luxembourg) issued a notice of
redemption pursuant to the indenture governing its 11 1/4% Senior
Cash Pay Notes due 2017 and 11 1/2% / 12 1/2% Senior PIK Election
Notes due 2017 that it intends to redeem all of the outstanding
aggregate principal amount of 2017 PIK Notes for which a notice of
redemption has not previously been given, which equals
approximately $1.5 billion principal amount of 2017 PIK Notes, at
a redemption price equal to 105.75% of the principal amount of the
2017 PIK Notes, plus accrued and unpaid interest thereon to the
redemption date on April 20, 2013.

The PIK Notes Redemption is conditioned on the completion of one
or more debt financings on or prior to the Redemption Date by
Intelsat Luxembourg on terms satisfactory to Intelsat Luxembourg
providing funds sufficient for Intelsat Luxembourg to pay the
aggregate redemption payment for the portion of the outstanding
2017 PIK Notes to be redeemed on the Redemption Date.

On March 21, 2013, Intelsat Luxembourg also issued a notice of
redemption pursuant to the Indenture that it intends to redeem,
subject to the financing condition described below, $754,800,000
aggregate principal amount of 2017 Senior Notes at a redemption
price equal to 105.625% of the principal amount of the 2017 Senior
Notes, plus accrued and unpaid interest thereon to the redemption
date on the Redemption Date.

The Cash Pay Notes Redemption is conditioned on the completion of
one or more debt financings on or prior to the Redemption Date by
Intelsat Luxembourg on terms satisfactory to Intelsat Luxembourg
providing funds sufficient for Intelsat Luxembourg to pay the
aggregate redemption payment for the applicable portion of the
outstanding 2017 Senior Notes to be redeemed on the Redemption
Date.

Intelsat Luxembourg expects that if its previously announced
offering of senior notes is completed on or about April 5, 2013,
the financing conditions to each of the PIK Notes Redemption and
the Cash Pay Notes Redemption described above will have been
satisfied.

                           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.


ISC8 INC: Transforms Into Pure Play Global Cybersecurity Company
----------------------------------------------------------------
ISC8 Inc.'s Board of Directors has approved the spinoff of its
Government-focused businesses, including the Secure Memory
Systems, Cognitive Systems, and Microsystems business units.  John
Carson, who originally founded these businesses, has resigned from
all of his positions with ISC8, and has formed a separate employee
owned Delaware Corporation under the previous name, Irvine Sensors
Corporation to further these businesses.  ISC8 will continue to
own the associated IP assets, and will license them under terms
and conditions to be negotiated as appropriate.  The move leaves
ISC8 as a global standalone Cybersecurity Company.

"This move completes our transformation to a pure play, global
cybersecurity company, which is focused only on the rapidly
growing market for adaptive cybersecurity products and solutions
said Bill Joll, President and CEO of ISC8, Inc.  "We continue to
see significant opportunities within our three leading
cybersecurity solutions that address the key cybersecurity issues
facing corporate enterprises, service providers and targeted
government networks including support of the Government's Cyber
3.0 framework."

"The Board's decision represents a significant transition for
ISC8, allowing management to channel all its resources into the
commercialization of our valuable portfolio of cyber security
solutions," said Seth Hamot, Chairman of ISC8, Inc.  "These
opportunities exist now, irrespective of the level of federal
funding, because the problems that our products solve exist now
and are increasing daily.  Many large private-sector firms along
with prime contractors will be testing the Cyber NetFalcon and
Cyber adAPT in the first half of 2013.  We wanted to ensure that
ISC8's sole focus is on satisfying these clients, setting a new
standard for the cyber security industry."

ISC8 offers its state of the art cybersecurity solutions for
commercial and government clients, including its:

   * Cyber NetFalcon, Big Data analytics used to detect and track
     down malware perpetrators in real time,

   * Cyber NetControl, aimed at service providers and selected
     enterprises to provide internet content control, and

   * Cyber adAPT, a universal Advanced Persistent Threat (APT)
     solution using signature-less technology to detect advanced
     nation state and other sophisticated malware attacks at
     speeds of 10Gbps and above.

ISC8 recently acquired key assets of Bivio Networks, which
enhanced the Company's capabilities to provide advanced products
and technologies in Security Intelligence, Incident Response, and
Content Control.  ISC8 has also established an advanced Malware
Research Team (MRT), an elite group of network security experts
who identify and assess the latest malware threats, and enhance
the ability of the Company's Cyber adAPT product to meet those
challenges in detecting advanced threats.

Director Quits

Effective March 8, 2013, John Carson, a member of ISC8 Inc.'s
Board of Directors, resigned from his position as Vice Chairman of
the Board and Chief Strategist of ISC8, and has formed a separate
Delaware corporation under ISC8's previous name, Irvine Sensors
Corporation, to further the businesses.

Increase in 2013 Notes Available for Issuance

On March 7, 2013, ISC8's Board unanimously approved an increase in
the aggregate principal amount of Senior Subordinated Secured
Convertible Notes available to issue to The Griffin Fund LP and
certain other purchasers from $10 million to $20 million.  The
2013 Notes accrue interest at a rate of 12% per annum and are due
and payable on July 31, 2013.  ISC8 has issued 2013 Notes in the
aggregate principal amount of approximately $7.56 million to date.

Under the terms of the 2013 Notes, Purchasers are entitled to
receive shares of ISC8's common stock, par value $0.001 per share
equal to 25% of the principal amount of 2013 Note purchased.  As a
result, ISC8's board or directors also authorized an increase in
the shares of Common Stock reserved for issuance under the 2013
Notes from 27,777,778 shares to 55,555,556 shares of Common Stock.

                          About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about ISC8 Inc.'s
ability to continue as a going concern.  The independent auditors
noted that as of Sept. 30, 2012. the Company has negative working
capital of $10.1 million and a stockholders? deficit of
$35.4 million.

The Company reported a net loss of $19.7 million on $4.2 million
of revenues in fiscal 2012, compared with a net loss of
$15.8 million on $5.2 million of revenues in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $6.1 million
in total assets, $41.5 million in total liabilities, and a
stockholders' deficit of $35.4 million.


LEHMAN BROTHERS: Sues Credit Agricole Over $34 Million Swap
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. began a $34 million
lawsuit in bankruptcy court against Credit Agricole Corporate &
Investment Bank, alleging the failure to make good on a debt owing
under a terminated swap.

The report recounts that the day after Lehman filed for Chapter 11
protection in September 2008, Paris-based Credit Agricole
terminated the swap while saying Lehman was "in the money."  It
later refused to pay the $34 million until all Lehman affiliates
paid everything owing to all affiliates of the French bank.  The
swap was with Lehman Brothers Commercial Corp.  That Lehman entity
owes nothing to Credit Agricole, according to the complaint filed
on March 25 in the New York bankruptcy court.

According to the report, the French bank points to a provision in
the master agreement saying that all obligations among affiliates
could be netted out, thus buttressing Credit Agricole's argument
that it has no liability on the swap unless and until $250 million
in claims against other Lehman companies are paid in full.  Lehman
is relying on a provision in bankruptcy law prohibiting setoffs
except between exactly the same two companies.  The lawsuit will
raise the question of whether parties by contract can effectively
waive a provision in bankruptcy law requiring so-called mutuality
before a setoff is permissible.

Lehman filed the suit in its capacity as administrator under the
Chapter 11 plan confirmed in December 2011 and implemented in
March 2012.

The lawsuit is Lehman Brothers Holdings Inc. v. Credit Agricole
Corporate & Investment Bank (In re Lehman Brothers Holdings Inc.),
13-01311, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                       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.


LHC, LLC: Has Court's Nod to Use Cash Collateral Until April 2
--------------------------------------------------------------
LHC, LLC, obtained authorization from the Hon. Donald R. Cassling
of the U.S. Bankruptcy for the Northern District of Illinois to
use cash collateral of Wells Fargo Bank, N.A., as indenture
trustee for bonds used to finance the construction of the Debtor's
Leafs Ice Centre.

A final hearing on the Debtor's motion to use of cash collateral
is set for April 2, 2013.

As reported by the TCR on March 11, 2013, the Debtor said that it
generates more than sufficient cash flow to cover all operating,
management and other expenses relating to its business, and that
the use of cash collateral will permit it to sustain business
operations and reorganize its financial affairs through the
implementation of a successful plan of reorganization.

The Debtor is obligated under these undertakings: (i) certain
$20 million Sports Facility Bonds (Leafs Hockey Club Project)
Series 2007A and Taxable Series 2007B, issued by and between
Wells Fargo and the Illinois Finance Authority; (ii) certain loan
agreement dated Feb. 1, 2007, by among the Authority, the Debtor
and Leafs Hockey Club, Inc., pursuant to which the proceeds of the
Bonds were loaned by the Authority to the Debtor; and (iii)
certain Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing dated as of Feb. 21, 2007.

Wells Fargo asserts that it holds validly perfected liens and
security interests over substantially all of the Debtor's assets
and properties.

The Debtor has requested that Wells Fargo consent to the Debtor's
use of cash collateral, and Wells Fargo is willing to consent to
the Debtor's use of cash collateral on an interim basis.

As adequate protection, Wells Fargo is granted: (i) senior
priority replacement liens upon all assets and property of the
Debtor; (ii) an administrative claim; and (iii) payment of
reasonable fees and expenses outside legal and financial advisors
in an aggregate amount of up to $5,000 per week.

                           About LHC LLC

LHC, LLC owns and operates a multiple sheet ice rink facility
commonly known as the "Leafs Ice Centre" at 801 Wesemann Drive,
West Dundee, Illinois.  The facility was constructed in 2007 using
proceeds from the sale of sports facility revenue bonds by the
Illinois Finance Authority.

LHC, LLC, filed for Chapter 11 petition (Bank. N.D. Ill. Case No.
13-07001) on Feb. 25, 2013.  Peter A. Buh signed the petition as
president.  The Debtor estimated assets and debts of at least
$10 million.  Judge Donald R. Cassling presides over the case.
The Debtor is represented by Crane Heyman Simon Welch & Clar.


LYON WORKSPACE: Can Hire Focus Management & Perkins Coie
--------------------------------------------------------
Lyon Workspace Products, L.L.C., et al., sought and obtained court
orders approving:

   (1) their agreement with Focus Management Group USA, Inc. for
       the provision of a Chief Restructuring Officer (Robert
       Wanat) and Related Restructuring Management Services; and

   (2) their selection of Daniel A. Zazove, Kathleen A. Stetsko,
       Charles R. Gibbs, Jr., and the partners, associates, and
       paraprofessionals of the law firm of Perkins Coie LLP as
       their attorneys.

The Focus Agreement contemplates that Focus will provide these
services to the Debtors:

   a. Provide members of Focus's professional staff to serve in
      specific officer capacities for the Debtors, reporting
      directly to the Board of Directors of the Debtors, under the
      terms and conditions set forth in the Focus Agreement:

         i. Robert Wanat: Chief Restructuring Officer;

   b. Assist in the Debtors' Chapter 11 filing including
      preparation of cash forecasts, budgets, projections and
      filing documents, SOFAs, Schedules and Monthly Operating
      Reports;

   c. Review, prepare and assist and analyze the Debtors' business
      plans, cash flow projections, restructuring programs, and
      other reports or analyses;

   d. Assist the Debtors in the disposal of assets not essential
      to the continued operations;

   e. Represent the Debtors in the role of its Restructuring Offer
      in meetings or as otherwise required by the Debtors in the
      course of their operations, restructuring or the sale of
      their assets, including making recommendations and decisions
      regarding the sale of the Debtors as a going concern; and

   f. Assist and advise the Debtors and its counsel in the
      development, evaluation and documentation of any plan(s) of
      reorganization or strategic transaction(s), including
      developing, structuring and negotiating the terms and
      conditions of potential plan(s) or strategic transaction(s)
      and the consideration that is to be provided to unsecured
      creditors thereunder.

The current negotiated hourly billing rates for the proposed
Restructuring Officer, Restructuring Managers and Restructuring
Assistants are:

     i. Robert Wanat: $350.00/hour
    ii. Restructuring Managers: $350.00 to $450.00/hour
   iii. Restructuring Assistants: $300.00/hour

Capital One Leverage Finance Corp. as agent for Capital One
Leverage Finance Corp. and Cole Taylor Bank has agreed to provide
debtor in possession financing to pay the fees and expenses of
Focus in accordance with the budget(s) for the Interim and
Proposed Final Cash Collateral/DIP Financing Orders.

Robert Wanat attests that Focus does not have any interest adverse
to the Debtors' estates.

Perkins will act as the Debtors' counsel for business insolvency
and related matters, and to render legal services relating to the
day-to-day administration of the Debtors' cases and the myriad
problems that may arise, including:

   a. advising the Debtors of their powers, duties and obligations
      as Chapter 11 debtors;

   b. advising the Debtors regarding all matters of bankruptcy law
      and procedure;

   c. representing the Debtors in proceedings and hearings in the
      United States Bankruptcy Court for the Northern District of
      Illinois as well as the United States District Court;

   d. preparing on the Debtors' behalf all motions, applications,
      orders, and other pleadings;

   e. providing assistance, advice and representation concerning
      the confirmation of any proposed plan and solicitation of
      acceptances or responding to objections to any such plan;

   f. providing assistance, advice and representation concerning
      any goingconcern sale of the Debtors' assets;

   g. providing assistance, advice and representation concerning
      any investigation of the assets, liabilities, and financial
      condition of the Debtors that may be required under local,
      state, or federal law;

   h. prosecuting and defending any bankruptcy litigations or
      contested matters that may arise in the Debtors' Cases;

   i. providing counseling and representation with respect to
      assumption or rejection of executory contracts or leases,
      sales of assets, or other bankruptcy-related matters;

   j. rendering advice with respect to litigation issues relating
      to the Cases, including, but not limited to, finance,
      labor, and commercial matters; and

   k. performing such other legal services as may be necessary and
      appropriate for the efficient and economical administration
      of the Debtors' Cases.

The range of hourly rates generally charged by Perkins in Chicago,
subject to periodic adjustment, is:

     Partners                         $495 - $790
     Associates                       $295 - $475
     Paraprofessionals                 $75 - $295

The hourly rates for Mr. Zazove and Ms. Stetsko are $630 and $390,
respectively.

The Debtors believe that Perkins' partners and associates do not
hold or represent any interest adverse to the Trust, and that
Perkins and each of its partners and associates is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy 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.


LYON WORKSPACE: Committee Wins OK to Hire Advisors
--------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave the Official Committee of Unsecured Creditors in the Chapter
11 cases of Lyon Workspace Products, L.L.C., et al., permission to
retain:

   (1) Aaron L. Hammer, Esq., Christopher J. Horvay, Esq., Mark S.
       Melickian, Esq., and Jack R. O'Connor, Esq., of the law
       firm of Sugar Felsenthal Grais & Hammer LLP as Counsel;

   (2) Protiviti, Inc., as Financial Advisor; and

   (3) Sea Port Group Securities, LLC, as Investment Banking
       Consultant.

As counsel, SugarFGH will be:

   a. advising the Committee on all legal issues as they arise;

   b. representing and advising the Committee regarding the terms
      of any sales of assets or plans of reorganization or
      liquidation, and assisting the Committee in negotiations
      with the Debtors, their secured creditors, and other parties
      in interest;

   c. investigating the Debtors' assets and pre-bankruptcy
      conduct, and investigating the validity, priority and extent
      of any liens asserted against the Debtors' assets;

   d. preparing, on behalf of the Committee, all necessary
      pleadings, reports, and other papers;

   e. representing and advising the Committee in all proceedings
      in the Debtors' cases;

   f. assisting and advising the Committee in its administration;
      and

   g. providing other services as are customarily provided by
      counsel to a creditors' committee in cases of this kind.

The standard hourly rates for the 2013 calendar year of SugarFGH
professionals expected to have primary responsibility for
providing services to the Committee, subject to the $325.00 per
hour blended rate cap, are:

     Aaron L. Hammer        (Senior Partner)   $675
     Etahn M. Cohen         (Partner)          $485
     Christopher J. Horvay  (Counsel)          $550
     Mark S. Melickian      (Counsel)          $550
     Michael A. Brandess    (Associate)        $365
     Jack R. O'Connor       (Associate)        $305

As financial advisor, Protiviti may provide these services:

   (a) Review and analysis of the Debtors' financial condition and
       the circumstances leading up to the current financial
       distress, current business plan, and operating metrics as a
       basis, in part, for evaluating the prospects for a
       financial recovery and viable plan of treatment for
       unsecured creditors;

   (b) Assisting the Committee's review of the financial and cash
       flow projections and cash collateral budgets to evaluate
       the risks and opportunities represented or inherent
       therein;

   (c) Advising the Committee regarding the terms of any sales of
       assets or plans of reorganization or liquidation, and
       assist the Committee in negotiations with the Debtors,
       their secured creditors, and other parties in interest;

   (d) Reviewing and/or assisting in the analysis of potential
       chapter 5 recoveries (e.g., preferential transfers and
       fraudulent conveyances);

   (e) Evaluating other assets and claims available to the
       unsecured creditors and their estimated value, if any; and

   (f) Assisting the Committee and its counsel in developing
       strategies and related negotiations with the Debtors and
       other interested parties with respect to elements of the
       Debtors' treatment to the unsecured creditors or
       alternative proposals.

Protiviti will charge for its advisory services on an hourly basis
in accordance with its standard hourly rates in effect on the date
that services are rendered, subject to a $25,000 per month fee cap
for its professionals:

     Managing Directors                  $580 - $620
     Directors & Associate Directors     $410 - $460
     Senior Managers & Managers          $285 - $400
     Senior Consultants & Consultants    $170 - $275
     Administrative                      $100

As Investment Banking Consultant, Seaport will be:

   (a) Drafting a Confidential Information Memorandum, for the
       Debtors' use, an essential component for successfully
       marketing the Debtors' assets for sale, that does not
       currently exist and somehow was never prepared by Focus
       Management Group prior to launching the Debtor's section
       363 sale process;

   (b) Monitoring and assisting the Debtors' section 363 sale
       process being coordinated by the Debtors' professionals by
       supporting the Debtors' professionals in all facets of
       marketing and executing a sale of the Debtors' assets with
       a view towards ensuring the most robust auction possible
       under the circumstances;

   (c) Assisting in the evaluation of the Company's businesses and
       prospects as it relates to the Debtors' sale process;

   (d) Analyzing the Debtors' long-term business plan and related
       financial projections;

   (e) Evaluating the Debtors' financial liquidity, debt capacity
       and capital structure and evaluate alternatives to improve
       such liquidity;

   (f) Valuing any consideration offered by the Debtors, as a
       result of their section 363 sale process, to unsecured
       creditors in connection with a plan of reorganization;

   (g) Participating in negotiations among the Committee, the
       Debtors and other creditors, suppliers, lessors and other
       interested parties; and

   (h) Providing other advisory services as are customarily
       provided in connection with the analysis and negotiation of
       a sale process such as the one contemplated by the Debtors,
       as requested and mutually agreed upon by the Parties.

Seaport will be paid:

   * a one-time $10,000 cash fee;
   * a contingent success fee not to exceed 6% of the amount
     exceeding the greater of:

     -- $19.4 million realized either pursuant to an auction
        conducted under Section 363 of the Bankruptcy Code or
        under a confirmed plan of reorganization, which pays in
        full the secured claims of Capital One Leverage Finance
        Corp. and Cole Taylor Bank; or

     -- the total amount of secured debt held by, and paid to,
        Capital One Leverage Finance Corp. and Cole Taylor Bank,
        determined at the time of the closing of a sale under
        Section 363 of the Bankruptcy Code, and inclusive of any
        Carveout amounts actually paid to professionals.

Protiviti and Seaport will endeavor to avoid any duplication of
services.

All firms attest they are "disinterested persons," as that phrase
is defined in Section 101(14) of the Bankruptcy 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: Can Hire Insurance Adjuster & Negotiator
----------------------------------------------------------
Michael E. Deeba, the Chapter 11 Trustee of the Bankruptcy Estate
of Macco Properties, Inc., Member/Manager of debtor SEP Riverpark
Plaza LLC, sought and obtained Court permission to employ
Adjusters International Colorado, Inc., a/k/a Adjusters
International, to provide professional services for the Trustee.

Adjusters International will provide claim evaluation, claim
preparation and/or adjustment relating to fire damage that
occurred to The Riverpark Apartments in Wichita, Kansas, in April
2012.  The Trustee believes the employment of Adjusters
International would be in the best interest of the estate.

To the best of the Chapter 11 Trustee's knowledge, information and
belief, Adjusters International does not hold any interest adverse
to the Debtor estate nor has any connection with parties with
interests adverse to the Debtor estate.

Adjusters International has been retained by Mr. Deeba to
represent the Debtor in the case styled NV Brooks Apartments, LLC,
(Bankr. W.D. Okla. Case No. 10-16503) to negotiate hail, wind and
tornado damage occurring to the Brooks Apartments located in
Norman, Oklahoma; and in the case styled MA Cedar Lake Apartments,
LLC (Bankr. W.D. Okla. Case No. 10-16563) to negotiate tornado
damage occurring to the Cedar Lake Apartments located in Wichita,
Kansas.

Adjusters International is a "disinterested person," as that term
is defined by Section 101(14) of the Bankruptcy Code.

Pursuant to the proposed Public Adjuster Contract, Adjusters
International will be compensated for its services a flat fee of
$3,000 for all proceeds received under $115,000 and 15% of the
amount payable to the Insured in excess of $115,000, not to exceed
10% of the total amount collected from insurance proceeds paid on
the claim related to the fire damage to the Property.

                      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.

Macco Properties 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.

Affiliated entities also sought bankruptcy protection: NV Brooks
Apartm ents, LLC (10-16503); JU Villa Del Mar Apartments, LLC and
(10-16842); and SEP Riverpark Plaza, LLC (10-16832).  SEP
Riverpark Plaza owns or controls The Riverpark Apartments, a
multi-family apartment complex located in Wichita, Kansas.

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.

On May 31, 2011, an Order was entered appointing Michael E. Deeba,
as the Chapter 11 Trustee for Macco Properties.  He is represented
by Christopher T. Stein, of counsel to the firm of Bellingham &
Loyd, P.C.  Grubb & Ellis/Martens Commercial Group LLC, acts as
the Chapter 11 Trustee's exclusive listing broker/realtor for
properties.

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


MAGNOLIA INSURANCE: Allianz Gutted Defunct Insurer, Fla. Says
-------------------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that Florida officials
claim global insurance giant Allianz SE looted the now-defunct
Magnolia Insurance Co. with exorbitant fees for loan and business
transactions that left Magnolia insolvent and drove it into
receivership, ultimately bilking policyholders and creditors out
of $13 million, according to a state court complaint filed Friday.

The report said the Florida Department of Financial Services, the
statutory receiver for Magnolia after it was placed under state
supervision in 2010, claims Allianz and its affiliates engaged in
an elaborate scheme to exercise excessive control to loot
Magnolia's business.

                    About Magnolia Insurance

Shareholders of Magnolia Insurance Company Ltd. agreed on Aug. 28,
2006, to place the company into voluntary liquidation under
Bermuda's Companies Act 1981.


MAX'S DELICATESSEN: Files Bankruptcy to Sell Business
-----------------------------------------------------
Max's Delicatessen, LLC, dba Max's Deli, filed for Chapter 11
bankruptcy (Bankr. N.D. Ala. Case No. 13-01176) on March 13, 2013.
A copy of the petition is available at
http://bankrupt.com/misc/alnb13-01176.pdf Steven D. Altmann,
Esq., at Najjar Denaburg, P.C., serves as the Debtor's counsel.

Ryan Poe, writing for Birmingham Business Journal, reports that
Max's Delicatessen LLC filed for bankruptcy as its owner, Steve
Dubrinsky, negotiates the sale of his restaurant.  According to
the report, the restaurant listed assets of less than $50,000 and
debt of nearly $301,000.

The report relates Mr. Dubrinsky said the bankruptcy precedes his
sale of Max's, which should close in about three weeks.  One of
those buyers is Kyung Chung, who owns a couple of restaurant
franchises in town.  Mr. Dubrinsky said he would continue to be
involved in the business as a consultant.  He said the deal with
Mr. Chung may still go through, but another, undisclosed prospect
has recently entered the picture.


MC2 CAPITAL: F. Rogers Corporation's Claim Time-Barred
------------------------------------------------------
Bankruptcy Judge Alan Jaroslovsky denied the request of John
Bittner, the court-appointed receiver for F. Rogers Corporation,
for allowance of his late-filed claim on behalf of the corporation
against MC2 Capital Partners, LLC.

"Bittner has not demonstrated excusable neglect. Even if he had,
it is too late to give him relief because the creditors acted in
reliance on the claims as they existed on the bar date. Even if
there was excusable neglect and even if there had been no
prejudice, allowance of a claim after the bar date is barred by
the terms of the confirmed plan," Judge Jaroslovsky said.

The debtor and the Official Creditors' Committee oppose the
motion.

The debtor's plan of reorganization called for the sale of the
debtor's assets.  Section 8.1 of the plan provided that "Proofs of
Claim, when required, shall be filed with the Bankruptcy Court no
later than the applicable Claims Bar Date, or such Claims shall be
conclusively deemed barred and disallowed."  The disclosure
statement, approved by the court, told creditors "It is the
Debtor's best estimate that there will be approximately $1,000,000
left over from the Sale Transaction to pay these Claims. Thus,
depending on the final allowed amount of the Class 7 Claims, the
Debtor's best estimate is that these Class 6 Creditors will
receive a dividend which ranges between 20% and 33%."

April 5, 2012 was set as the claims bar date. Because its claim
was listed as disputed, F. Rogers Corporation was required to file
a proof of claim to receive distributions.  On April 5, 2012
(coincidentally, the claims bar date), Mr. Bittner was appointed
receiver for F. Rogers Corporation by a California state court. He
alleges difficulty on obtaining access to the corporate records
and information until April 25, 2012, when he learned about this
bankruptcy and filed a proof of claim.

The plan was confirmed on May 11, 2012. Mr. Bittner did not
contest confirmation.

A copy of the Court's March 25, 2013 Memorandum is available at
http://is.gd/Mpwwayfrom Leagle.com.

                    About MC2 Capital Partners

MC2 Capital Partners, LLC, is a single purpose entity formed to
build and develop an 82-unit multi-family residential project in
San Rafael, California.

MC2 filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No.
11-14366) on Dec. 1, 2011.  Judge Alan Jaroslovsky presides over
the case.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $50 million to $100 million in debts.

The Debtor's manager is Monahan Pacific Corporation.  Thomas
Monahan -- an officer and director of Monahan Pacific Corporation
and the holder of 95% of the LLC equity interests in the Debtor --
signed the petition.  He has been appointed as responsible
individual for the Debtor.


MERIDIAN SUNRISE: Court Approves Bush Strout as Attorneys
---------------------------------------------------------
Meridian Sunrise Village LLC sought and obtained court permission
to employ Bush Strout & Kornfeld LLP, as its counsel.

The firm is expected:

   a. to give debtor-in-possession legal advice with respect to
      its powers and duties as debtor-in-possession in the
      continued operation of its business and management of its
      property;

   b. to take necessary action to avoid any liens subject to
      debtor-in-possession's avoiding powers;

   c. to prepare on behalf of debtor as debtor-in-possession all
      necessary applications, answers, orders, reports, and other
      legal papers; and

   d. to perform any and all other legal services for debtor as
      debtor-in-possession which may be necessary.

Bush Strout & Kornfeld LLP will be employed under a general
retainer based on time and billable charges.

Bush Strout & Kornfeld LLP is disinterested as that term is
defined in 11 U.S.C. Section 101(14).

                    About Meridian Sunrise

Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18,
2013.  The Debtor, a single asset real estate under 11 U.S.C. Sec.
101(51B), disclosed $70.6 million in total assets and $65.9
million in total liabilities in its schedules.

The Debtor owns the property known as the New Meridian Sunrise
Village in 10507 156th St. E. Puyallup, Washington.  The Debtor
has valued the property at $70 million, which property secures
debt of $64.4 million to U.S. Bank, National Association.


MF GLOBAL: Has Access to Cash Collateral Until May 31
-----------------------------------------------------
MF Global Holdings Ltd.'s trustee reached an agreement with the
statutory creditors' committee and JPMorgan Chase Bank, N.A. to
extend the company's use of the cash collateral until the earlier
of May 31, 2013, or the effective date of a Chapter 11 plan
confirmed in its bankruptcy case.

                          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.


MODERN PRECAST: Wants Dismissal of West North & West Family Cases
-----------------------------------------------------------------
VCW Enterprises, Inc., fka Modern Precast Concrete Inc., et al.,
have asked the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania to dismiss the Chapter 11 cases of West North, LLC,
and West Family Associates, LLC.

According to the Debtors, the LLC Debtors' primary assets have
been sold and they have no remaining unliened assets with which to
formulate and confirm a plan.  The Debtors said that dismissal of
the LLC Debtors' cases will minimize administrative costs,
including, but not limited to, continued obligations to pay
minimum US Trustee quarterly fees.

The LLC Debtors' assets, as of the Petition Date, consisted
primarily of interests in two parcels of real estate leased to and
used by VCW in the operation of its business and known generally
as the Easton Facility.  The LLC Debtors each have a checking
account, and West Family owned certain de minimus household
furnishings.  West Family owned 100% of the membership interests
of West North, which the Debtors believe have no value.

The LLC Debtors' Chapter 11 cases were filed in order to permit a
sale of the LLC Debtors' real properties, in connection with the
sale of the Easton Facility and VCW's assets related thereto, so
as to maximize the payment to creditors, including M&T Bank.
After the sale to Oldcastle Precast, Inc., closed on Jan. 25,
2013, the only remaining assets of the LLC Debtors are checking
accounts, de minimus household furnishings and West Family's
membership interests in West North, all of which are subject to
the valid liens of M&T Bank.

The net proceeds of the sales of the LLC Debtors' properties were
paid to M&T Bank, which is acknowledged to be a properly perfected
secured creditor of the Debtors, and maintains a first-priority
lien in substantially all of the Debtors' assets, including those
of the LLC Debtors.

The Debtors consulted with counsel for the Official Committee of
Unsecured Creditors and M&T Bank, both of whom have indicated that
they do not oppose dismissal.  Roberta A. DeAngelis, the U.S.
Trustee for Region 3, said in a court filing dated Feb. 25, 2013,
that she doesn't oppose the dismissal, and requests that the Court
condition the dismissal on the filing of all operating and other
reports to show all financial activity through the closing of the
sale and the transfer of the LLC Debtors' assets.

                      About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia,
serve as counsel to the Debtor.  The Debtor estimated up to $50
million in both assets and liabilities.  West Family Associates,
LLC (Case No. 12-21306) and West North, LLC (Case No. 12-21307)
also sought Chapter 11 protection.  The petitions were signed by
James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor and McElroy, Deutsch, Mulvaney & Carpenter,
LLP as attorneys.  Griffin Financial Group, LLC serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.


MONTANA ELECTRIC: Trustee Wants Morgan Stanley Deal Kept Secret
---------------------------------------------------------------
The Great Falls Tribune reports that Lee A. Freeman, Chapter 11
trustee for Southern Montana Electric Generation and Transmission
Cooperative, was slated to appear in Bankruptcy Court on March 25
to seek approval of his request to keep confidential the amount a
reorganized Southern Montana will pay to the firm Morgan Stanley
Capital Group for electricity for 10 years.

According to the report, Mr. Freeman argues that price disclosure
will allow others to "get ahead of the market," by buying up all
the power available in the limited market, pushing the price
higher and costing the co-op millions more.

Tehr report relates the city of Great Falls and PPL EnergyPlus,
which has $374 million in claims at stake in the bankruptcy case,
object.  A PPL attorney, according to the report, said there is a
surplus of power in Montana's "extremely robust" market and "no
single entity could 'get ahead of the market.'"

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


NAVISTAR INTERNATIONAL: Amends Aug. 2012 Note Purchase Agreement
----------------------------------------------------------------
Navistar Financial Securities Corporation, as the seller, Navistar
Financial Corporation, as the servicer, and The Bank of Nova
Scotia, as a managing agent and as a committed purchaser, Liberty
Street Funding LLC, as a conduit purchaser, Credit Suisse AG, New
York Branch, as a managing agent, Credit Suisse AG, Cayman Islands
Branch, as a committed purchaser, Alpine Securitization Corp., as
a conduit purchaser, and Bank of America, National Association, as
administrative agent, as a managing agent and as a committed
purchaser, entered into Amendment No. 1 to Note Purchase Agreement
dated as of Aug. 29, 2012, to extend the Scheduled Purchase
Expiration Date to March 13, 2014.  A copy of the Amendment No.1
is available for free at http://is.gd/9xjSNp

                    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.


NET TALK.COM: Amends Third Quarter Form 10-Q
--------------------------------------------
Net Talk.com, Inc., has filed an amendment to its quarterly report
on Form 10 Q for the period ended Sept. 30, 2012, filed with the
Securities and Exchange Commission on Nov. 14, 2012, solely to
reflect correction to the Company's total weighted average shares:
weighted average of basic and diluted shares reported as
59,981,355 and corrected to 47,686,425, also reflect revised
earnings per share basic and diluted, originally reported at
$(0.03) and $(0.21) and corrected to $(.04) and $(0.26) for three
months and nine months ended Sept. 30, 2012.  No other changes
were made to the original Form 10 Q.  A copy of the amended Form
10-Q is available for free at http://is.gd/ohGJAu

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

The Company's balance sheet at Sept. 30, 2012, showed $5.58
million in total assets, $20.52 million in total liabilities,
$7.20 million in redeemable preferred stock, and a $22.15 million
total stockholders' deficit.

Net Talk.com incurred a net loss of $26.17 million for the year
ended Sept. 30, 2011, compared with a net loss of $6.30 million
during the prior year.


NNN 3500: Continued Hearing on Bid Dismiss Case Set for April 10
----------------------------------------------------------------
A continued hearing on a motion to dismiss the chapter 11 case
of NNN 3500 Maple 26, LLC, and for relief from stay is set for
April 10, 2013.

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presides over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.


NNN CYPRESSWOOD: Hearing on Disclosure Statement Set for April 10
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has set for April 10, 2013, at 10:30 a.m. the hearing on the
adequacy of NNN Cypresswood Drive 25 LLC's disclosure statement.

The Debtor filed a plan of reorganization and disclosure statement
on March 4, 2013.  The Plan provides for the "roll-up" of the
tenant-in-common interests of 33 single purpose limited liability
companies, including the Debtor, in improved real property located
in Houston, Texas, into membership interests in a single limited
liability company.

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

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

Under the Plan, administrative expense claims will be paid in
full.  General unsecured claims of $8,306 will be paid 50% within
six months of the plan effective date and the other 50% within 12
months of the Effective Date.

The secured claim of WBCMT 2007-C33, LLC, will be paid through
monthly payments of interest and principal amortized over 10 years
and beginning on the 10th day of the month after the Effective
Date.  All payments will be made by the 10th business day of that
month.  Monthly payments will be in the amount of $43,575.  WBCMT
will retain its existing lien against the Debtor's four-story
office building and an adjacent one-story building zoned for
restaurant use.  The claim will balloon and be fully due and
payable 120 months from the Effective Date.

The secured claim of Jemm Investments, Inc., which is allowed in
the amount of $6,636, will be paid 50% within 12 months of the
Effective Date and the other 50% within 24 months of the Effective
Date.

The unsecured claim of WBCMT will be paid 60%.

Monthly payments due on account of the claims will be made from
the net operational profits of the entire Property, after
allowance for operational expenses and reserves.

The Debtor will supplement the cash flow with an additional cash
contribution of at least $250,000.  The New Value Contribution
will be supplied from non-Debtor parties, including Breakwater
Equity Partners and some or all of the non-Debtor TICs or their
interest holders, in exchange for preferred equity in the Debtor.
The Debtor will use the New Value Contribution to satisfy
administrative claims and the WBCMT Unsecured Claim, and to
provide reserves for the Property to ensure that all claims are
paid even if the net operational profits of the Property cannot do
so.  The parties contributing the New Value Contribution will
have preferred equity in the Debtor in proportion to their
contribution of the New Value Contribution.

TICs will receive general limited liability company membership
interests in the Reorganized Debtor consistent with the proportion
of their interests in the Property prior to the Effective Date.

Over the term of the Plan, after 10 years, the Property will
either be refinanced or sold to pay off any remaining secured
claim of WBCMT.  Surplus funds will then be applied against any
outstanding WBCMT Unsecured Claim for a cumulative payout to WBCMT
of $17,500,000.

The Debtor by a simple majority vote pursuant to the general
membership interests of its members will designate a management
team of three members to serve as the disbursing agent for the
purpose of making all distributions provided for under the Plan.
The Managers will serve without bond, and won't receive any
compensation for management and disbursement services rendered and
expenses incurred pursuant to the Plan.  The various duties of the
Managers may be delegated to a new property manager or asset
manager retained by the Debtor upon the Effective Date.

                      About NNN Cypresswood

NNN Cypresswood Drive 25, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-50952) on Dec. 31, 2012,
in Chicago.  The Debtor, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), has principal assets located at 9720 &
9730 Cypresswood Drive, in Houston, Texas.  The Debtor valued its
assets and liabilities at less than $50 million.


NORTHCORE TECHNOLOGIES: Annual Report to be Released March 31
-------------------------------------------------------------
Northcore Technologies Inc. reported is scheduled to release
financial results for the fourth quarter and fiscal year ended
Dec. 31, 2012, on Sunday, March 31.

                     About Northcore Technologies

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of
C$3.93 million in 2011, compared with a loss and comprehensive
loss of C$3.03 million in 2010.  The Company's balance sheet at
Sept. 30, 2012, showed C$3.49 million in total assets, C$1.27
million in total liabilities and C$2.21 million in total
shareholders' equity.


NYTEX ENERGY: Incurs $5.1 Million Net Loss in 2012
--------------------------------------------------
NYTEX Energy Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $5.15 million on $6.12 million of total revenues for
the year ended Dec. 31, 2012, as compared with net income of
$16.75 million on $707,570 of total revenues during the prior
year.

The Company's balance sheet at Dec. 31, 2012, showed $9.67 million
in total assets, $1.69 million in total liabilities, $5.76 million
in preferred stock, Series A convertible, and $2.21 million in
total stockholders' equity.

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

                       http://is.gd/1vmALG

                        About NYTEX Energy

Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum").  FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry.  NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.


OLD SECOND: Files Form 10-K, Incurs $5 Million Net Loss in 2012
---------------------------------------------------------------
Old Second Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss available to common stockholders of $5.05 million on
$75.08 million of total interest and dividend income for the year
ended Dec. 31, 2012, as compared with a net loss available to
common stockholders of $11.22 million on $85.42 million of total
interest and dividend income during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.04 billion
in total assets, $1.97 billion in total liabilities and $72.55
million in total stockholders' equity.

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

                        http://is.gd/38JoeA

                         About Old Second

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.


OTELCO INC: Takes First Step Toward Ch. 11 Restructuring
--------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Otelco Inc. won
approval Tuesday for a series of first-day pleadings designed to
keep the wireline telecommunications provider running smoothly as
it proceeds through Chapter 11 with a prepackaged, preapproved
plan that promises to slash its $271 million debt in half.

The BLaw360 report related that signed by U.S. Bankruptcy Judge
Mary F. Walrath, the motions authorize Otelco to use cash
collateral, pay taxes and employee wages, and keep utilities
content during what the Alabama-based company anticipates will be
a quick trip through Delaware bankruptcy court.

                        About Otelco Inc.

Otelco Inc. and 16 affiliated Debtors filed for Chapter 11
protection (Bankr. D. Del. Case No. 13-10593) on March 24, 2013.

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

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

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

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

The Plan provides for:

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

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

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

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


OVERSEAS SHIPHOLDING: Wins in Alaska Tanker & Securities Lawsuits
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Overseas Shipholding Group Inc. won two lawsuits
begun this year in bankruptcy court.  One preserves its ownership
interest in a company named Alaska Tanker Co. and the other at
least temporarily stops a securities class-action suit against
officers and directors.

The report notes that OSG's $300 million in 8.125% senior
unsecured notes due in 2018 last traded March 26 for 77 cents on
the dollar, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.  The notes have more
than tripled in value since Nov. 14 and are up 80% this month
alone.

The report recounts that in February, OSG sued BP Plc to prevent
the termination of OSG's interest in Alaska Tanker, which manages
ships transporting BP oil from Alaska to the U.S. West Coast.  By
settlement, BP agreed not to attempt to divest OSG of its
ownership interest so long as the bankruptcy is pending.

In January, OSG sued to halt four securities class-action suits
against company officers and directors. This week, the bankruptcy
judge halted the suits against company executives for six months.
In the meantime, the executives can move ahead with a motion to
dismiss the suit.  If they win, the plaintiffs can appeal.  OSG
can return to court seeking to continue the freeze on the
litigation, according to the report.

OSG owns 37.5% of Alaska Tanker, just like BP.  In November, after
OSG's Chapter 11 filing, BP gave notice that OSG lost its right to
manage Alaska Tanker and that the business would be liquidated and
wound up.  OSG responded by starting a lawsuit in bankruptcy court
claiming that London-based BP violated the so-called automatic
stay.

                     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: Houston LLC Files Assets & Debts Schedules
----------------------------------------------------------------
Overseas Houston LLC, 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     $39,344,757.66
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                                           $33,423,959.65
                         --------------          --------------
TOTAL                    $39,344,757.66         $ 33,423,959.65

                     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: Integrity Files Schedules of Assets & Debts
-----------------------------------------------------------------
Overseas Integrity LLC, 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      $1,157,362.03
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                                           $932,156.40
                         --------------             -----------
TOTAL                     $1,157,362.03             $932,156.40

                     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: First Chemical Files Assets & Debt Schedules
------------------------------------------------------------------
First Chemical Carrier 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      $6,072,938.58
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                                         $8,116,551.27
                         --------------          --------------
TOTAL                     $6,072,938.58           $8,116,551.27

                     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: First LPG Files Assets & Debt Schedules
-------------------------------------------------------------
First LPG Tanker 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      $7,341,025.11
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                                         $5,815,209.73
                         --------------          --------------
TOTAL                     $7,341,025.11           $5,815,209.73

                     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.


PENN TREATY: Broadbill Discloses 8% Equity Stake at March 15
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Broadbill Partners GP, LLC, and its
affiliates disclosed that, as of March 15, 2013, they beneficially
own 1,866,789 shares of common stock of Penn Treaty American
Corporation representing 8% of the shares outstanding.  Broadbill
Partners previously reported beneficial ownership of 1,573,689
common shares or a 6.8% equity stake as of Sept. 18, 2012.  A copy
of the amended filing is available at http://is.gd/gnSsDO

                    About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On Oct. 2, 2009, the Insurance Commissioner of the Commonwealth of
Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


PENSON WORLDWIDE: Plan Outline Approved, May 21 Conf. Hearing Set
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Penson Worldwide, Inc. and its debtor-affiliates' Disclosure
Statement accompanying their Joint Liquidation Plan at a hearing
held March 26, 2013.

The Plan will now be submitted to creditors for a vote.

The Plan will also come before the Court for confirmation on
May 21, 2013, at 9:30 a.m.

         Class Action Deal and Asset Sale Gets Approval

At the Mar. 26 hearing, the Court also entered separate rulings
approving:

   * a stipulation of settlement in the Class Action
     Securities Litigation brought by Reid Friedman against
     Penson Worldwide, Philip A. Pendergraft, Kevin W. McAleer,
     Roger J. Engemoen, Jr., Daniel P. Son, and Thomas R. Johnson,
     BDO Siedman, LLP and BDO USA LLP captioned Friedman vs.
     Penson Worldwide, Inc., et al., Case No. 11-cv-2098-O
     (N.D.Tex.);

   * the sale of substantially all of the assets of Penson
     Worldwide's and Nexa Technologies, Inc.'s direct access
     trading technology and online brokerage solutions to
     Federation des Caisses Desjardins du Quebec for $10.5
     million; and

   * the Sale Incentive Plan in line with the sale of the assets.

The Class Action Stipulation entails the payment of a $6.5 million
settlement amount in cash, with Penson Defendants and/or their
insurers contributing $6,000,000 and BDO contributing $500,000, to
all persons or entities who purchased the publicly traded common
stock of Penson between March 30, 2007 and August 4, 2011,
therefore fully, finally and forever resolving, discharging,
releasing and settling the claims that the Lead Plaintiff has
alleged against the Defendants.

With respect the Asset Sale, objections to the assumption and
assignment of any Contracts to Federation des Caisses were
overruled or resolved. Judge Peter J. Walsh approved the Debtors'
payments of these cure amounts:

                                               Cure Amount
                                               -----------
    Verizon Communications Inc., et al.          $310.36
    Interactive Data Corp.                    101,821.45
                                               62,813.44
    Zayo Group LLC                             30,836.20
                                               15,567.58
    Oracle USA, Inc. and Oracle Corp.         189,321.50

                    About Penson Worldwide

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

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

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

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

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

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

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


PIEDMONT CENTER: Court OKs Further Employment of Lundy as Realtor
-----------------------------------------------------------------
John A. Northen as Chapter 11 Trustee for Piedmont Center
Investments LLC sought and obtained a court order permitting him
to employ The Lundy Group, Inc., as realtor.

The Troubled Company Reporter reported on Sept. 21, 2011, that the
Trustee employed the Lundy Group Inc. as management agent in order
to handle leasing and management duties on behalf of the trustee,
with respect to the seven commercial shopping centers owned by the
Debtor.

On Dec. 3, 2012, the Court entered an order confirming the
Trustee's Plan of Reorganization, pursuant to which the Trustee
will market and sell the retail shopping centers owned by the
Debtor, and located at (i) 303 Burke Street, Gibsonville, North
Carolina; (ii) 835 W. Main Street, Murfreesboro, North Carolina;
(iii) E. Washington and Park Avenue, Nashville, North Carolina;
(iv) 300 Block East Street (US Highway 64), Pittsboro, North
Carolina; (v) 816 N. Madison Boulevard, Roxboro, North Carolina;
and (vi) 412 South Main Street, Graham, North Carolina.

The Trustee expects The Lundy Group, Inc., through its licensed
real estate brokers, to list, market and sell the Properties
pursuant to the Confirmed Plan.

The Lundy Group has agreed to this fee structure:

   a. Six Percent (6.00%) of the gross sales proceeds from the
      sale of one or more of the Properties, in the event that a
      cooperating broker is involved; and

   b. Three Percent (4.00%) of the gross sales proceeds from the
      sale of one or more of the Properties, in the event that no
      cooperating broker is involved.

The Trustee assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                 About Piedmont Center Investments

Raleigh, North Carolina-based Piedmont Center Investments, LLC,
owns, leases, and manages seven shopping centers located in (i)
Graham, Alamance County, North Carolina; (ii) Mebane, Alamance
County, North Carolina; (iii) Pittsboro, Chatham County, North
Carolina; (iv) Gibsonville, Guilford County, North Carolina; (v)
Murfreesboro, Hertford County, North Carolina; (vi) Nashville,
Nash County, North Carolina; and (vii) Roxboro, Person County,
North Carolina.

Manager and part-owner Roger Camp signed a Chapter 11 petition
for Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No.
11-06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., in New Bern, North Carolina, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$27.2 million in assets and $15.5 million in liabilities.

The Debtor's two primary secured creditors are Business Partners,
LLC, and KeySource Commercial Bank.  Counsel for KeySource are
James B. Angell, Esq., and Nicolas C. Brown, Esq., at Howard,
Stallings, From & Hutson, P.A.

The Honorable J. Rich Leonard appointed John A. Northen, Esq. as
Chapter 11 trustee in September 2011.  Lehman Pollard of Nelson &
Company, PA, serves as trustee's accountant.

The Bankruptcy Administrator sought a Chapter 11 trustee, citing
that in August 2011, federal grand jury in the Eastern District of
North Carolina indicted Piedmont's Roger van Santvoord Camp on
fifteen felony counts related to bank fraud, false statements, and
identity theft.


PITT PENN: IEAM Creditors to Get 100% in Competing Plans
--------------------------------------------------------
Pitt Penn Holding Co., Inc., and Industrial Enterprises of
America, Inc., (IEAM) have a proposed Chapter 11 plan that offers
to return 100% for the secured claims of Omtammot, LLC and holders
of unsecured claims against IEAM.

A Modified Third Amended and Further Restated Consolidated Plan of
Reorganization was filed March 6, 2013 to incorporate certain
changes and corrections to the version of the Plan filed in
December, based, in part, on comments from the United States
Trustee and issues raised by Omtammott in its objection to the
Disclosure Statement and other filings and developments since that
date.

Pursuant to the Plan, on the Effective Date, the holder of the
Class D Allowed Omtammot Secured Claim will receive payment of
100% of its Claim.  At the election of the holder of the secured
claim, which election will be made on or before the Voting
deadline, it will either take:

   (a) the prepetition loan collateral which will be valued at the
sum of $1,825,000 pursuant to the appraisal filed with Court plus,
if the Court determines that the Omtammot Secured Claim should be
allowed in an amount in excess of $1,825,000, Cash in the amount
equal to 100% of the difference between the amount of the Allowed
Secured Claims and $1,825,000 ("Option A") or

  (b) Cash in the amount determined by the Court to equal the
amount of the Allowed Omtammot Secured Claim ("Option B").

In the event the holder of the Omtammot Secured Claim does not
indicate its election as provided above, it will be deemed to have
elected to take Option A.

With respect to Omtammot's Deficiency claim (Class H), which the
Debtors value at $2.98 million, on the Effective Date, the Holder
thereof will receive payment of 100% of the claim: (i) Cash in an
amount equal to 100% of the amount of the claim; and (ii) the
allowed amount, if any, will include interest at 0.16% p.a.,
running from the Petition Date through the Effective Date.  Any
proceeds received by Reorganized IEAM from the Crum & Foster
adversary proceeding will be applied in the reduction of the
payments to be made to the holder of the deficiency claim.

On the Effective Date, each holder of a general unsecured claim
against IEAM (Class E) will receive cash in an amount of 65% of
the said claim; and cash in an amount of 35% of the said claim
together with interest at 3% p.a. from the effective date on the
one year anniversary of the Effective Date.

On the Effective Date, each holder of a general unsecured claim
against IEAM subsidiaries (Class 5) will receive Cash in an amount
of 35% of the amount of the claim.

No later than 14 days prior to the voting deadline, the Debtors
will submit to the court and file the Plan Supplement, which will
include a term sheet setting forth the terms and conditions of an
Exit Financing to be provided to Reorganized IEAM, which exit
financing will be in an amount which, when combined with IEAM's
cash is sufficient to make all of the payments due on the
effective date of the Plan and under the promissory notes issued
pursuant to the Plan.

A copy of the Debtors' Modified Third Amended and Further Restated
Consolidated Plan is available at:

          http://bankrupt.com/misc/pittpenn.doc1486.pdf

                     Omtammot's Competing Plan

On March 4, 2013, secured lender Omtammot, LLC, filed a Second
Amended Joint Chapter 11 Plan for Industrial Enterprises of
America, Inc., et al., to incorporate the settlement with Beryl
Zyskind and to clarify the treatment of Class F.

The Plan provides for the payment in full (including appropriate
postpetition interest) of all allowed claims of claimants against
IEAM, the retention of common stock by all common stockholders of
IEAM, and the treatment of all allowed subordinated Claims against
IEAM consistent with Section 510(b) of the Bankruptcy Code.  Under
the terms of the Plan, and other than with respect to claims of
the plan proponent, pursuant to Section 1126(f) of the Bankruptcy
Code, all holders of Claims against and Interests in IEAM are
conclusively deemed to have accepted the Plan and are not entitled
to vote.

With respect to the each of the remaining Debtors, the Plan
provides for payment in full of all allowed administrative claims,
allowed priority claims, and allowed non-tax priority claims
against each such Subsidiary Debtor, and provides a 30%
distribution to Allowed General Unsecured Claims against each such
Subsidiary Debtor in settlement of all asserted issues pertaining
to substantive consolidation and/or intercompany claims.

The Plan constitutes a separate Chapter 11 plan for each Debtor.
If the Plan does not receive sufficient accepting votes form
eligible Claimants of one or more of the Subsidiary Debtors, the
Plan Proponent will nonetheless seek confirmation of the Plan with
respect to (i) IEAM and (ii) any of the Subsidiary Debtors for
which sufficient accepting votes from eligible Claimants are
received.

Pursuant to the Zyskind Settlement, Zyskind will have the Allowed
Zyskind Claim in the amount of $4,700,000, which will be paid in
full on the Effective Date.  Under the Restructuring and Plan
Support Agreement, Zyskind agreed to vote in favor of Omtammott's
Plan and to not support the competing Plan filed by the Debtors.
Under the Stock Purchase Agreement, Zyskind agreed to sell his
shares in the Reorganized IEAM to Hapfus, LLC, an entity
controlled by Ernest C. Segundo, Jr.

According to a Form SC 13D filed with the SEC on March 12, 2013,
Hapfus, LLC, reported the acquisition of beneficial ownership of
70.8% of the Common Stock of Industrial Enterprises of America,
Inc.

Under the Plan, the holder of the Prepetition Lender Secured
Claims, Omtammot, LLC, owed not less than $6.25 million, plus
additional interest and fees, will receive the New Secured Note,
some of the pertinent terms of which are:

  * Principal Amount  : As of Nov. 1, 2012, the balance owed is
                        approximately $6.25 million, plus interest
                        and fees which continue to accrue.

  * Interest Rate     : 6% p.a., payable semi-annually.

  * Term              : Three Years

  * Payments of Excess
    Cash Flow         : Any excess cash flow after the fulfillment
                        of obligations under the Plan and payment
                        of ordinary expenses will be utilized to
                        make payments on the New Secured Note.

On the Effective Date, each holder of a Class E IEAM General
Unsecured Claim, which will include the Allowed Zyskind Claim,
will receive Cash equal to 100% of the amount of such claims, plus
Postpetion Interest at the Plan Rate.

With respect to Subsidiary General Unsecured Claims in Class F,
each holder thereof will, on the Effective Date, in full
settlement of such Claim, receive Cash in an amount equal to its
Pro Rata Share of $1 million.  Based upon the information provided
in the Debtors' Disclosure statement, the estimated Allowed
Unsecured Claims against each Subsidiary Debtor are approximately
$2.9 million.  Accordingly, each holder of a Class F Claim will
receive an anticipated percentage recovery of approximately 33%.

A copy of the Omtammott's Second Amended Joint Chapter 11 Plan for
IEAM, et al., is available at:

          http://bankrupt.com/misc/pittpenn.doc1481.pdf

            About Pitt Penn and Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


RADNET MANAGEMENT: Moody's Assigns 'Ba3' Rating to Upsized Loan
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to RadNet
Management, Inc.'s proposed upsized $389 million senior secured
term loan.

Concurrently, Moody's affirmed all existing ratings including the
B2 Corporate Family Rating, B2-PD probability of default rating,
Ba3 rating on the revolving credit facility, and Caa1 rating on
the existing $200 million of senior unsecured notes. Additionally,
Speculative Grade Liquidity (SGL) rating of SGL-2 was affirmed.
The outlook remains stable.

RadNet is upsizing its existing $350 million term loan by $40
million in order to term out its revolving credit facility that as
of December 31, 2012 had $33 million of advances outstanding. The
transaction also allows for term loan repricing that is expected
to result in 75-100 basis point reduction in interest rates. The
interest savings are expected to amount to between $2-$3.5 million
per annum. EBITA to interest expense is projected to increase to
1.3 times in 2013 from 1 times in 2012.

The affirmation of the B2 Corporate Family Rating reflects Moody's
expectation for stable credit metrics over the next 12 to 18
months.

The following rating actions were taken (LGD point estimates are
subject to change and all ratings are subject to review of final
documentation):

The following ratings were assigned:

$389.125 million senior secured term loan, due October 2018,
assigned Ba3 (LGD2, 29%).

The following ratings were affirmed:

Corporate Family Rating, affirmed at B2;

Probability of default rating, affirmed at B2-PD;

$101.25 million senior secured revolving credit facility, due
October 2017, affirmed at Ba3; LGD rate changed to LGD2, 29% from
LGD2, 28%;

$200 million senior unsecured notes, due April 2018, affirmed at
Caa1; LGD rate changed to LGD5, 84% from LGD5, 83%;

Speculative Grade Liquidity rating, affirmed at SGL-2.

The following rating was affirmed and will be withdrawn at the
close of the transaction:

$349.125 million senior secured term loan, due October 2018,
affirmed at Ba3 (LGD2, 28%).

Ratings Rationale:

The B2 Corporate Family Rating incorporates the expectation that
adjusted debt-to-EBITDA will remain between 5-5.5 times range over
the next 12 to 18 months as the majority of free cash flow is
anticipated to be used for growth capital expenditures and
acquisitions in existing markets. Further, the rating reflects the
uncertain reimbursement environment. However, RadNet's leading
position in certain states may increase its negotiating leverage
with commercial payors. In addition, RadNet's strategy to become
an all-encompassing provider of diagnostic imaging services allows
the company to optimize efficiencies that support same center
volume growth and margin stability.

The stable outlook reflects Moody's expectation for revenue growth
in the 1-2% range. The stable outlook also considers the
expectation for disciplined acquisitions of imaging centers and
related services that do not result in increased debt leverage. In
addition, the outlook reflects the expectation that the company
will maintain a good liquidity profile.

The ratings could be upgraded if the company's expansion and
growth initiatives result in a sustained increase in revenue and
profitability. There could also be upward pressure on the ratings
if adjusted free cash flow-to-debt was to be sustained above 5% on
a projected basis and adjusted debt-to-EBITDA was to be sustained
below 4.0 times on a projected basis. Furthermore, visibility in
the reimbursement environment would be necessary in order for the
ratings to be upgraded.

The ratings would be downgraded if the company's liquidity
position was to weaken significantly; continued acquisition
activity resulted in a sustained increase in adjusted debt
leverage above 6.0 times and/or decline in adjusted EBITA-to-
interest expense to below 1.0 times. In addition, any adverse
developments in the reimbursement environment that would
materially impact RadNet's financial position could also be a
cause for a downgrade.

The principal methodology used in rating RadNet Management, Inc.
was the Global Healthcare Service Providers Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

RadNet (NASDAQ:RDNT), headquartered in Los Angeles, California,
provides diagnostic imaging services through a network of 246
diagnostic imaging facilities located in seven states, primarily
in California, Maryland, and New York. Revenues and net income in
2012 were $673 million and $65 million.


READER'S DIGEST: Can Hire Cole as Special Conflicts Counsel
-----------------------------------------------------------
Judge Robert Drain has authorized RDA Holding Co. and its
affiliates to employ Cole, Schotz, Meisel, Forman & Leonard,
P.A. as conflicts counsel for the Debtors, nunc pro tunc to the
Petition Date.

The Debtors have been authorized to employ Weil, Gotshal & Manges
LLP as their lead counsel.  However, Weil Gotshal may become aware
of certain actual or potential conflicts of interest that it may
have in connection with its representation of the Debtors.

Cole Schotz will render professional services to the Debtors for
certain discrete matters in connection with matters where Weil
Gotshal may not be able to act as a result of an actual or
potential conflict of interest, including:

     a. advise the Debtors with respect to their powers and duties
        as debtors-in-possession in the continued management and
        operation of their businesses and properties;

     b. attend meetings and negotiate with representatives of
        creditors and other parties-in-interest;

     c. take necessary action to protect and preserve the Debtors'
        estates, including prosecuting actions on the Debtors'
        behalf, defending any action commenced against the Debtors
        and representing the Debtors' interests in negotiations
        concerning litigation in which the Debtors are involved,
        including objections to claims filed against the estates;

     d. prepare motions, applications, answers, orders, appeals,
        reports and papers necessary to the administration of the
        Debtors' estates;

     e. take any necessary action on behalf of the Debtors to
        obtain approval of a disclosure statement and confirmation
        of one or more Chapter 11 plans;

     f. represent the Debtors in connection with obtaining
        postpetition financing, including use of cash collateral;

     g. represent the Debtors in connection with any potential
        sale of assets;

     h. appear before the Court, any appellate courts and the U.S.
        Trustee, and protect the interests of the Debtors' estates
        before those Courts and the U.S. Trustee; and

     i. perform all other legal services for the Debtors in
        connection with these Chapter 11 cases as requested by the
        Debtors or Weil Gotshal.

The current hourly rates charged by Cole Schotz are:

     Partners               $350 to $785
     Counsel                $365 to $500
     Associates             $210 to $400
     Paraprofessionals      $165 to $245
     Support personnel      $100 to $250

The hourly rates of the attorneys currently assigned to this
matter are:

     Michael D. Sirota          $785
     Ilana Volkov               $595
     Jill B. Bienstock          $295

To the best of the Debtors' knowledge, Cole Schotz 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: Evercore Group Approved as Investment Banker
-------------------------------------------------------------
Judge Robert D. Drain authorized RDA Holding Co. and its
affiliates to employ Evercore Group L.L.C., as investment bankers.

Evercore has agreed to provide these services:

     a) Reviewing and analyzing the Debtors' business, operations
        and financial projections;

     b) Advising and assisting the Debtors in a Restructuring,
        Financing and/or Sale transaction if the Debtors determine
        to undertake such a transaction;

     c) Providing financial advice in developing and implementing
        a Restructuring, which would include (i) assisting the
        Debtors in developing a restructuring plan or plan of
        reorganization, including a plan of reorganization
        pursuant to the Bankruptcy Code; (ii) advising the Debtors
        on tactics and strategies for negotiating with various
        stakeholders regarding the Plan; (iii) providing
        testimony, as necessary, with respect to matters on which
        Evercore has been engaged to advise the Debtors in any
        proceedings under the Bankruptcy Code that are pending
        before a court exercising jurisdiction over the Debtors;
        and, (iv) providing the Debtors with other financial
        restructuring advice as Evercore and the Debtors may deem
        appropriate.

     d) If the Debtors pursue a Financing, assisting the Debtors
        in (i) structuring and effecting a Financing; (ii) i
        Identifying potential Investors and, at the Debtors'
        request, contacting such Investors; and (iii) working with
        the Debtors in negotiating with potential Investors.

     e) If the Debtors pursue a Sale, assisting the Debtors in (i)
        structuring and effecting a Sale; (ii) identifying
        interested parties and/or potential acquirors and, at the
        Debtors' request, contacting such interested parties
        and/or potential acquirors; and, (iii) advising the
        Debtors in connection with negotiations with potential
        interested parties and/or acquirors and aiding in the
        consummation of a Sale transaction.

Evercore agreed to this compensation package:

     a) Monthly Fee: $150,000 until consummation of a
        Restructuring or termination.

     b) Restructuring Fee: $4,750,000 upon consummation of a
        Restructuring.

     c) Financing Fee: A percentage upon consummation of any
        Financing.

     d) Sale Fee: The greater of $1,000,000 and 1.25% of Aggregate
        Consideration, upon consummation of any Sale.

     e) Multiple Fees: If a single transaction is both a
        Restructuring and a Sale, only the greater of the
        resulting Restructuring Fee and Sale Fee will be due.
        Otherwise, single (or multiple) transactions may give rise
        to multiple fees.

     f) Pre-Arranged Plan: If pre-packaged or other pre-arranged
        Plan will result in a Restructuring, Financing or Sale,
        then half of the related fees are due upon execution of
        definitive agreements or delivery of binding consents with
        respect to such Plan, with the balance due upon Plan
        consummation.

     g) Crediting: 50% of Monthly Fees actually paid and finally
        approved plus $450,000 will be credited once against any
        Restructuring, Financing or Sale Fee.  If a series of
        transactions results in both a Restructuring Fee and a
        Sale Fee being paid, then 50% of the lesser such fee will
        be credited against the greater fee.  If a pre-arranged
        Plan is not later consummated, then any initial fees paid
        on account of that Plan may be credited against any
        subsequent fees that may be due.

     h) Expenses: The Debtors will reimburse Evercore's reasonable
        and documented expenses, including reasonable and
        documented legal expenses.

To the best of the Debtors' knowledge, Evercore 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 FTI as Financial Advisor
------------------------------------------------------------
The Bankruptcy Court has authorized RDA Holding Co. to employ FTI
Capital Advisors, LLC, as international financial advisor and
investment banker, nunc pro tunc to the Petition Date.

FTI will provide financial advisory, investment banking and
restructuring services with respect to the Debtors' international
operations pursuant to the Engagement Letter.

The Debtors require the services to be provided by FTI
throughout these chapter 11 cases.  The services that FTI has
provided, and will continue to provide, to the Debtors are
necessary to enable the Debtors to maximize the value of their
estates.

Although the Debtors have retained Evercore as their investment
banker, the retention explicitly carves out services related to
the Debtors' direct and indirect foreign subsidiaries.  FTI will
use reasonable efforts to coordinate with the Debtors' other
retained professionals, including Evercore, to avoid any
unnecessary duplication of services.

The Debtors will compensate FTI in accordance with the terms and
conditions of the Engagement Letter, which provide for this
compensation structure:

     a. Retainer: The Debtors have paid FTI non-refundable
        retainers totaling $300,000.

     b. Success Fees: Upon the closing of the first sale
        transaction, the Debtors will pay FTI a success fee equal
        to the greater of (i) $500,000 and (ii) (x) the product of
        the Gross Value of the transaction and 1% (y) less
        $300,000.  To the extent any additional transactions
        close, the Debtors will pay FTI additional Success Fees if
        the sum of the Gross Value of all transactions exceeds $80
        million, and in such case, the Success Fee for each
        transaction shall equal 1% of the Gross Value of all
        transactions which have closed less all prior Success Fees
        and retainers paid.

     c. Post-December 1, 2012 Advisory Fees: In addition to the
        retainer amounts previously paid and the Success Fees, FTI
        had charged the Debtors for advisory services provided
        from December 1, 2012, on an hourly rate schedule with
        rates ranging from $315 for a consultant to $895 per hour
        for a senior managing director.  The range of hourly
        billing rates for FTIC employees based outside the U.S.
        effective January 1, 2013 is from $280 for an analyst to
        $1,110 for a senior managing director.

During the 90-day period prior to the bankruptcy filing date, FTI
received from the Debtors (i) the sum of $500,000 as "Cash on
Account" as an advance payment for its fees for services and
reimbursable expenses and (ii) payments aggregating $1,040,240.73
in respect of invoices for services and reimbursement of expenses.
On February 15, 2013, FTI applied $364,314.10 of the Cash on
Account to unpaid invoices for services and reimbursement of
expenses.  As of the Petition Date, FTI has a remaining Cash on
Account credit balance in the amount of $135,685.90.

To the best of the Debtors' knowledge, FTI Consulting 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 Pay Foreign Creditors and Critical Vendors
---------------------------------------------------------------
The Bankruptcy Court has authorized RDA Holding Co. and its
affiliates to pay some or all of the Trade Claims to foreign
creditors and other critical vendors.  However, the Court directs
that (i) the total amount of Trade Claims to be paid to Foreign
Vendors shall not exceed $600,000 in the aggregate; (ii) the total
amount of Trade Claims to be paid to Other Critical Vendors shall
not exceed $1,500,000 in the aggregate; and (iii) the Debtors
shall pay Other Critical Vendors' prepetition claims only to the
extent that the Debtors determine that payment of such claims will
provide a net benefit to the Debtors and their chapter 11 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.


REVEL AC: Consolidated List of 50 Largest Unsecured Creditors
-------------------------------------------------------------

   Creditor                   Nature of Claim   Amount of Claim
   --------                   ---------------   ---------------
American International Group  Trade Payable         $13,226,595
PO Box 905432
Tel: 908-679-4055
Fax: 908-547-2760
Email: matthew.lovelie@aig.com
       Ted.Mckenna@aig.com
       Sheldon.Kleiman@aig.com
       Todd.Bryner@aig.com
       Amy.Greulich@aig.com

Tishman Construction          Litigation             $5,088,099
Corporation of New Jersey
666 5th Ave., 36th Flr
New York, NY 10103
Tel: 973-643-4007 x116
Fax: 973-643-7982
E-mail: keane@tishman.com

City of Atlantic City         Litigation             $4,165,700
1301 Bacharach Blvd.,
Suite 126
Atlantic City, NJ 08401
Fax: 609-347-5621
E-mail:
telberson@cityofatlanticcity.org

PHD Media                     Trade Payable          $3,620,100
220 East 42nd Street
7th Floor
New York, NY 10017
Tel: 212-894-6610
Fax: 212-739-0127
E-mail: Kevin.Mcevoy@phdnetwork.com

ACR Energy                    Trade Payable          $2,608,726
Partners Inc.
Attn: Dave Robbins
PO Box 152
Hammonton, NJ 08037
Tel: 609-561-9000
Fax: 609-561-2711
Email: asciarra@dcoenergy.com

Imperial Woodworking          Litigation             $1,372,307
Attn: Riley McClure
310 North Woodwork Lane
Palatine, IL 60067
Tel: 847-358-6920
Fax: 847-358-0905
Email: rmcclure@imperialwoodworkingenterprises.com

Microsoft Licensing Group     Trade Payable          $1,000,000
6100 Neil Road
Reno, NV 89511
Tel: 469-775-2304
Fax: 425-708-5308
E-mail: ryradose@microsoft.com

Cooley Manion                 Trade Payable            $829,712
21 Custom House Street
Boston, MA 02110
Tel: 617-670-8547
Fax: 617-670-8747
Email: eneece@cmjlaw.com

Rich Barham                   Litigation               $781,700
605 W. California Ave.
Absecon, NJ 08201
Fax: 212-894-6610
Email: web@thebarhamgroup.com

Helmark Steel                 Litigation               $676,198
Attn: John Kelly
813 S. Market St.
Wilmington, DE 19801
Tel: 302-652-3341
Fax: 302-654-1825
Email: jkelly@helmarksteel.com

Bower Lewis Thrower           Trade Payable            $645,711
Architects
1216 Arch St., Suite 800
Philadelphia, PA 19107
Tel: 215-563-3900
Fax: 215-563-3036
Email: ajr@BLTA.com

Department of Law and         Trade Payable            $507,354
Public Safety/Casino Control
Fund
Tennesee Ave., & Boardwalk
Atlantic City, NJ 08401
Tel: 609-441-3746
Fax: 609-441-7436
Email: David.Rebuck@njdge.org

Yesco Corporation             Trade Payable            $461,938
5119 S Cameron Street
Las Vegas, NV 89118
Tel: 801-493-7343
Fax: 801-493-7340

Commercial Hardware           Litigation               $401,580
Attn: Victor Palladino
5 Perina Blvd.
Cherry Hill, NJ 08003
Fax: 856-810-0996
EmailL vpalladino@commercialhardware.com

Agilysys                      Trade Payable            $359,734
1858 Paysphere Circle
Chicago, IL 60674
Tel: 800-262-3600
Fax: 440-519-8330
Email: Maisha.Horn@agilysys.com

Wgyates                       Litigation               $337,722
PO Box 456
Phila, MS 39350
Tel: 601-389-5004
Fax: 601-656-8958
Email: agoss@wgyates.com

Stone Concrete                Litigation               $317,610
Attn: Gary Lucas
206 Cambria Ave., Suite E
Pleasantville, NJ 08232
Tel: 609-348-2433
Fax: 609-348-2444
Email: glucas@stoneconcrete.com

International Business        Trade Payable            $315,714
Machine
PO Box 643600
Pittsburgh, PA 15264-3600
Fax: 845-264-6248
Email: askusar@ca.ibm.com

Atlantic City Alliance        Trade Payable            $313,290
Historic Boardwalk Hall
2301 Boardwalk
Atlantic City, NJ 08401
Tel: 609-348-7512
Fax: 609-348-7059
Email: dwaddell@atlanticcityalliance.net

Meritex                       Trade Payable            $309,468
160 Circle Drive North
Piscataway, NJ 08854
Tel: 732-627-9551
Fax: 732-627-9852
Email: Graham.Ward@hilton.com

Atlantic City Sewerage Co.    Utility                  $307,541
1200 Altantic Ave., Suite 300
PO Box 1830
Atlantic City, NJ 08401
Tel: 609-345-0131
Fax: 609-347-8745
Email: acsc_info@acsewerage.com

Mother Industries             Trade Payable            $301,346
595 11th Ave.
New York, NY 10036
Tel: 646-998-6702
Fax: 212-254-6121
Email: susan@mothernewyork.com

Permasteelisa                 Litigation               $286,012
North America Co.
Attn: Carlo Eisner De Eisenhof
123 Day Hill Road
Windsor, CT 06095
Fax: 860-298-2009
Email: c-eisner@permasteelisagroup.com

Purchasing Management         Trade Payable            $283,504
International LP
4055 Valley View Lane
Suite 450
Dallas, TX 75244
Tel: 972-239-5555
Fax: 972-239-7711
Email: emilow@pmiconnect.com

U.S. Food Service             Trade Payable            $268,524
2255 High Hill Road
Bridgeport, NJ 08014-0545
Tel: 800-336-3313
Fax: 856-241-0649
Email: Nellie.andino@usfoods.com

Acls Wardrobe                 Trade Payable            $237,343
Email: KBlevin@aclinen.com

Cintas Corp.                  Trade Payable            $220,187
Email: PompermayerK@cintas.com

City of Atlantic City         Litigation               $211,602

Redgate Real Estate           Trade Payable            $193,663
Advisors
Email: lisa.serafin@redgate-re.com
       Kyle.warwick@redgate-re.com

American Cut                  Trade Payable            $183,454
Email: chuegel@ldvhospitality.com

Edmunds Communications Group  Trade Payable            $165,009
kdeal@edmundscommgroup.com

New Jersey Newspaper Network  Trade Payable            $163,575
Email: aclear@njpa.org

Logic Solutions Group         Trade Payable            $154,188
Email: Jeff.Selverian@logicsolutionsgroup.com
       Lucy.sligh@logicsolutionsgroup.com

STK Revel Atlantic City       Trade Payable            $153,614
Email: js@jsegal.net

Suite Linq                    Trade Payable            $147,868
Email: GDiSantis@suitelinq.com

Print Art                     Trade Payable            $140,232
Email: ctolson@print-art.net

Vocera Communications         Trade Payable            $135,687
Email: bmcquilton@vocera.com

Sosh Architects               Trade Payable            $128,212
Email: LBanasiewics@sosharch.com

NelBud Services Inc.          Trade Payable            $125,454
Email: yaguiar@nelbud.com

Ovation Entertainment         Trade Payable            $125,000
Email: maepstein@optonline.net

Encore Productions            Trade Payable            $120,162
Email: reddrop@encoreproductions.net

Bunzl                         Trade Payable            $118,991
Email: Joe.Dinetz@bunzlusa.com

Shfl Entertainment            Trade Payable            $107,335
Email: dpavon@shufflemaster.com

Seashore Fruit & Produce      Trade Payable            $107,203
Email: dennisf@seashoreeast.com

Idea Boardwalk                Trade Payable            $104,536
Email: bstack@appliedco.com

Gary Canale Designs           Trade Payable             $99,114
Email: gary.canale@mac.com
       gary@garycanaledesigns.com

Jerome Associates             Trade Payable             $95,162
Email: ijerome2@comcast.net

Azure                         Trade Payable             $89,920
Email: chuegel@ldvhospitality.com

Richard N. Best Associates    Trade Payable             $87,421
Email: lrb@rnbest.com

Aspire Technology Partners    Trade Payable             $85,489
Email: LCiaglia@atp-us.com


                          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 disclosed total assets of $1.1 billion and liabilities of
$1.5 billion as of Feb. 28, 2013.

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 ATLANTIC: Moody's Cuts CFR to 'C' After Bankruptcy Filing
---------------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
Rating for Revel Atlantic City, LLC to D-PD following the
company's March 25, 2013 voluntary filing for reorganization under
Chapter 11 of the US Bankruptcy Code.

Moody's also lowered the company's Corporate Family Rating to C
from Caa3 and its first lien secured term loan rating to C from
Caa2.

Shortly following these rating actions, Moody's will withdraw all
of Revel's ratings.

The following ratings have been downgraded and will be withdrawn:

  Corporate Family Rating to C from Caa3

  Probability of Default Rating to D-PD from Caa3-PD

  $900 million senior secured 1st lien term loan due 2017 to C
  (LGD 5, 75%) from Caa2 (LGD 3, 38%)

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.

Revel Atlantic City, LLC is a privately held company that
developed Revel Resort, a $2.4 billion entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, NJ. Revel opened in May 2012.


ROBERTS HOTELS: 3 Hotels Sold for $5.2MM; Sale Hearing on April 3
-----------------------------------------------------------------
Lisa Brown, writing for The St. Louis Post-Dispatch, reports that
three out-of-state hotels owned by St. Louis development firm
Roberts Cos. were sold in an online auction March 19 for a
combined $5.2 million:

    Location of Hotel   Buyer              Purchase Price
    -----------------   -----              --------------
    Tampa, Fla.         Harishyan Singh     $1.14 million
    Spartanburg, S.C.   Sumitra Arora       $2.5  million
    Marietta, Ga.       Edgar Olivares,     $1.6  million

The report says each hotel had four bidders, according to court
filings. A hearing is set for April 3 in St. Louis to finalize the
sales.

The report notes a Roberts-owned hotel in Houston related to the
lawsuit sold in February for $2.1 million to Joya Hospitality LLC.
The other two hotels are located in Dallas and Shreveport, La.

The report recounts six hotels owned by Roberts Cos. filed for
bankruptcy in 2012 that were related to a $34 million lawsuit Bank
of America filed the same year seeking repayment on loans made to
Roberts-owned entities that were in default.  Last year, the
Roberts brothers agreed to a consent judgment with Bank of America
for $35.9 million, and agreed to sell the six hotels related to
the suit to pay for the judgment.

Mississippi Business Journal reports that a court-appointed
receiver is in talks with several prospective buyers of downtown
Jackson's Roberts Vista Hotel, currently closed and awaiting
repairs from water damage.  The Jackson property, known for
several decades as The Walthall, is in receivership after an
attempted bankruptcy filing on the property by Mike and Steve
Roberts, principals of Roberts Hotel Group.

                       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.

The cases are jointly administered.

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 case was dismissed in 2012.


RYMAN HOSPITALITY: Moody's Assigns First-Time 'Ba3' CFR
-------------------------------------------------------
Moody's Investors Service assigned a corporate family rating of
Ba3 to Ryman Hospitality Properties, Inc. and a senior unsecured
rating of B1 to its proposed debt offering currently being
marketed. The rating outlook is stable. This is the first time
Moody's has rated Ryman Hospitality.

Ratings Rationale:

The Ba3 corporate family rating reflects Ryman's profitable
portfolio of four large, group-oriented hotels with resort-style
amenities, its plans to grow through acquisitions and joint
ventures rather than ground-up development of additional large-
scale properties and its conservative credit profile. Moody's also
notes that Ryman's management agreement with Marriott
International (rated Baa2/stable) brings it together with one of
the leading hotel operators. Furthermore, Moody's acknowledges
that Ryman's focus on group business gives its earnings more
visibility and predictability than is typical for lodging assets.

Positively, Ryman's credit profile is conservative with 29.3%
effective leverage, 3.8x net debt/EBITDA and 4.1x fixed charge
coverage at YE2012. Prior to its REIT conversion in 2012, Ryman
(f/k/a Gaylord Entertainment) grew primarily through ground-up
development of large, resort-style assets. The REIT stated that
this is no longer its strategy and that it plans growing through
acquisitions and possibly joint ventures instead. Moody's views
this strategic shift as a plus due to reduced execution risk
associated with this approach versus large, ground-up development.

Counterbalancing these strengths, Ryman has no unencumbered assets
since substantially all of its assets are pledged to the senior
secured credit facility. In addition, with only four large hotels,
Ryman has significant asset concentration. Furthermore, all of its
assets are managed by one hotel operator (Marriott), adding to the
concentration risk. Lastly, Ryman has a $360 million convertible
note maturing in October 2014.

The stable rating outlook incorporates Moody's expectation that
Ryman Hospitality will maintain its superior operating performance
relative to its property segment and conservative development
posture. Moody's also anticipates that the REIT will retain if not
strengthen its debt protection metrics.

Positive rating movement would depend on asset diversification, as
well as establishment and maintenance of an unencumbered asset
pool. Good liquidity would also be needed for an upgrade.

Downgrade pressure would occur from leverage increasing closer to
40% of gross assets or debt/EBITDA over 4.5x, as well as fixed
charge coverage declining closer to 2.5x. Any liquidity challenges
or strategic shifts with respect to development would also be
viewed negatively, as would an increasing debt-financed stock
repurchase program.

Senior unsecured notes are rated one notch below the corporate
family rating because substantially all assets are pledged to the
senior secured credit facility.

The following ratings were assigned with a stable outlook:

Ryman Hospitality Properties, Inc. -- corporate family rating at
Ba3

Ryman Hotel Properties, LP -- senior unsecured debt at B1

The principal methodology used in this rating was the Global
Rating Methodology for REITs and Other Commercial Property Firms
published in July 2010.

Ryman Hospitality Properties, Inc. [NYSE: RHP] is a real estate
investment trust headquartered in Nashville, Tennessee, and
specializing in group-oriented, destination hotel assets in urban
and resort markets. The REIT's owned assets include a network of
four upscale, meetings-focused resorts totaling 7,797 rooms that
are managed by Marriott International, Inc. under the Gaylord
Hotels brand. Other owned assets managed by Marriott
International, Inc. include Gaylord Springs Golf Links, the
Wildhorse Saloon, the General Jackson Showboat and The Inn at
Opryland, a 303-room overflow hotel adjacent to Gaylord Opryland.
The REIT also owns and operates a number of media and
entertainment assets. The REIT's assets were $2.5 billion and its
equity was $854 million at December 31, 2012.


SAMSON MANUFACTURING: Gun Accessories Maker Files Bankruptcy
------------------------------------------------------------
Bob Sanders, writing for New Hampshire Businesss Review, reports
that Samson Manufacturing Corp., a manufacturer of gun accessories
that moved to Keene from Massachusetts last year with a federal
grant and the promise of new jobs, filed for Chapter 11 bankruptcy
protection March 25 to forestall a $933,000 judgment awarded in an
intellectual property dispute with Troy Industries, a
Massachusetts competitor.

Samson is owned by Scott Samson and his attorney Peter Tamposi.

The report relates that, besides the Troy judgment, in its
bankruptcy filing Samson also lists an $88,000 disputed debt to
Arms Inc. (also being sued by Troy) and $91,000 to Easthampton
Quality Machine Company.  Its biggest New Hampshire creditors are
Fuller Machine of East Alstead ($54,000), Thompson Investment
Casting of Rochester ($28,000) and MHR Resources North of Lempster
($26,000).

According to the report, Mr. Tamposi said he intends to file a
bankruptcy plan soon.  If approved, it would repay all creditors
in full except for Troy.  That payment would be put off until the
patent dispute is resolved in a federal court.


SAN BERNARDINO, CA: Sues California Agencies to Get Tax Money
-------------------------------------------------------------
Karen Gullo, writing for Bloomberg News, reported that San
Bernardino, the insolvent California city, sued the state's tax
and finance departments seeking to block them from withholding
sales and property tax revenue owed to the city.

The city was told March 4 that unless $15 million is turned over
to the state by a redevelopment successor agency, sales and use
taxes owed to San Bernardino may be withheld and property taxes
due to the redevelopment agency and the city may be held back,
according to the city's complaint filed yesterday in U.S.
Bankruptcy Court in Riverside, California, the Bloomberg report
related.

The city will be forced to shut operations as early as mid May and
no later than June 1 if the taxes are blocked, according to the
complaint, Bloomberg further related. The successor agency has no
cash and is insolvent to the tune of $15 million, City Attorney
James Penman said in the filing. The city seeks a court order
stopping the state from withholding the funds.

                    About San Bernardino, Cal.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAN DIEGO HOSPICE: Claims Bar Date Set for April 26
---------------------------------------------------
The deadline for creditors to file proofs of claim in the
bankruptcy case of San Diego Hospice & Palliative Care Corporation
is set for April 26, 2013.

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Calif. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  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.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

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: Reports $109,000 Net Income in Fourth Quarter
------------------------------------------------------------
Santeon Group Inc. reported net income of $109,158 on $1.37
million of revenue for the fourth quarter of 2012, as compared
with a net loss of $18,324 on $722,183 of revenue for the fourth
quarter of 2011.

The Company reported net income of $185,815 on $4.27 million of
revenue for the full year 2012, as compared with a net loss of
$475,333 on $2.24 million of revenue for the full year 2011.

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.

"We are very proud of our achievements and growth and the fact
that we have made significant strides to grow the business
organically without the need to raise either debt or equity
capital.  The full year 2012 results are a strong indication of
this commitment to our customers, our shareholders and our
employees," commented Dr. Ashraf Rofail, chairman and chief
executive officer of Santeon Group Inc.  "As we kick-off 2013, our
plan is to continue growing at the same revenue trajectory, stay
profitable and expand our business offerings into new markets.  I
strongly believe that the best for Santeon is yet to come in
2013," concluded Dr. Rofail.

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

                        http://is.gd/o8M2jK

                       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.

As reported by the Troubled Company Reporter on Aug. 24, 2012,
RBSM LLP, in New York, N.Y., 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.


SEALY CORP: Completes Merger with Tempur-Pedic
----------------------------------------------
Sealy Corporation completed its merger with Silver Lightning
Merger Company, a wholly owned subsidiary of Tempur-Pedic
International Inc., pursuant to an Agreement and Plan of Merger,
dated as of Sept. 26, 2012, by and among Tempur-Pedic, Merger Sub
and the Company.  As a result of the merger, the Company became a
wholly owned subsidiary of Tempur-Pedic.

In connection with the merger, the Company satisfied in full all
loans and other non-contingent obligations under, and terminated,
the Credit Agreement, dated as of May 13, 2009, among Sealy
Mattress Company, as Borrower, Sealy Mattress Corporation, as
Holdings and a Guarantor, the Company, as Parent, the Several
Lenders from time to time parties thereto, JPMorgan Chase Bank,
N.A., as Administrative Agent and Collateral Agent, J.P. Morgan
Securities Inc., as Joint Lead Arranger and Joint Bookrunner, GE
Capital Markets, Inc., as Joint Lead Arranger and Joint
Bookrunner, General Electric Capital Corporation, as Co-Collateral
Agent, Citigroup Global Markets, Inc., as Joint Lead Arranger and
Joint Bookrunner, and Mizuho Corporate Bank, Ltd., as Syndication
Agent.  The Company did not incur any material early termination
penalties as a result of the termination.

The Company, on March 18, 2013, notified the New York Stock
Exchange of the effectiveness of the merger and requested that the
NYSE file with the Securities and Exchange Commission a
Notification of Removal from Listing on Form 25, thereby
commencing the process of delisting the Company's common stock
from the NYSE.  The Company will file with the SEC a Form 15 under
the Securities Exchange Act of 1934, as amended, requesting the
deregistration of the Company's common stock under Section 12(b)
of the Exchange Act and the suspension of the Company's reporting
obligations under Section 13 and 15(d) of the Exchange Act.  The
NYSE filed the Form 25 on March 20, 2013.

Pursuant to the terms of the Merger Agreement, at the effective
time of the merger on March 18, 2013:

  * Each share of common stock of the Company (other than shares
    of treasury stock, shares owned by Tempur-Pedic and shares
    with respect to which appraisal rights are properly exercised
    and not withdrawn), issued and outstanding immediately prior
    to the Effective Time was converted into the right to receive
    a cash amount of $2.20 per share, without interest;

  * Each option to purchase shares of common stock of the Company,
    whether or not vested, was cancelled and converted into the
    right to receive a cash payment equal to the product obtained
    by multiplying (x) the total number of shares of common stock
    of the Company subject to those Sealy Stock Rights or to which
    those rights relate immediately prior to the Effective Time by
    (y) the excess, if any, of $2.20 over the per share exercise
    price of such Sealy Stock Right;

  * Each equity share unit issued, whether or not earned and
    vested in full, was deemed earned and vested in full and each
    grantee of a Sealy Share Unit will be paid, at or promptly
    after the Effective Time, an amount in cash equal to $2.20;
    and

  * Each restricted stock unit issued, to the extent not
    previously earned and vested, was (A) with respect to Sealy
    RSUs subject to time-based vesting, deemed earned and vested
    in full and (B) with respect to Sealy RSUs subject to
    performance-based vesting, deemed earned and vested as if the
    applicable target performance goals had been met, and, in each
    case, each grantee of a Sealy RSU will be paid, at or promptly
    after the Effective Time, an amount in cash equal to
    $2.20.

At the Effective Time, all of the directors of the Company
immediately prior to the Effective Time, other than Lawrence J.
Rogers, voluntarily resigned from their positions as directors of
the Company, and each of Dale E. Williams and W. Timothy Yaggi
were appointed as directors of the Company.  The size of the board
was decreased to three directors at the Effective Time.

At the Effective Time, the Company appointed W. Timothy Yaggi as
its Chief Operating Officer and Dale E. Williams as its Executive
Vice President and Chief Financial Officer.  Jeffrey C. Akerman
resigned from the position of Chief Financial Officer of the
Company and became the Company's Executive Vice President,
Finance.

In accordance with the Merger Agreement at the Effective Time, the
Company's certificate of incorporation was amended and restated.

Sealy Corp filed with the SEC a post-effective amendment no.1 to
the Form S-3 registration statement registering $1,000,000,000 of
common stock, par value $0.01 per share, of the Company, preferred
stock, par value $0.01 per share, of the Company, depositary
shares, warrants to purchase shares of Common Stock, Preferred
Stock, depository shares or debt securities, subscription rights
to purchase shares of Common Stock, Preferred Stock, depository
shares or debt securities, debt securities of the Company or Sealy
Mattress Company, guarantees of debt securities of the Company or
Sealy Mattress Company, share purchase contracts and share
purchase units, which was filed with the Securities and Exchange
Commission on April 2, 2009.  The Post-Effective Amendment was
filed to deregister unsold securities of the Company.

The Company also filed a post-effective amendment no.1 to the Form
S-8 registration statement relating to the registration of shares
of common stock, par value $0.01 per share, of the Company under
the Sealy Corporation 1998 Stock Option Plan and the 2004 Stock
Option Plan for Key Employees of Sealy Corporation and its
Subsidiaries, which was filed with the Securities and Exchange
Commission on Jan. 4, 2007.  The Post-Effective Amendment was
filed to deregister all of the shares of Common Stock previously
registered under the Registration Statement.

On March 18, 2013, Tempur-Pedic, the Company, certain domestic
subsidiaries of the Company, and The Bank of New York Mellon Trust
Company, N.A., as Trustee, entered into a Supplemental Indenture
for Tempur-Pedic's 6.875% Senior Notes due 2020 issued in December
2012 to finance the acquisition of the Company.  Pursuant to the
Supplemental Indenture for the 6.875% Notes, the Company and
certain of its domestic subsidiaries agreed to guarantee Tempur-
Pedic's obligations under the 6.875% Notes and the indenture
governing the 6.875% Notes in connection with the closing of the
merger.

In connection with the execution of the Supplemental Indenture for
the 6.875% Notes, the Company and certain of its domestic
subsidiaries executed a joinder, as Guarantors, to that certain
Registration Rights Agreement, dated as of Dec. 19, 2012, by and
among, Tempur-Pedic, certain of its subsidiaries as guarantors,
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the
representative of the Initial Purchasers, dated as of Dec. 19,
2012.

On March 18, 2013, Sealy Mattress Company, the Company and The
Bank of New York Mellon Trust Company, N.A., as Trustee, entered
into a Second Supplemental Indenture and the Company and the
Trustee entered into a Third Supplemental Indenture with respect
to the 8% Senior Secured Third Lien Convertible Notes due 2016 of
Sealy Mattress and the Company.

On or about March 11, 2013, Sealy Mattress called for redemption
its 10.875% Senior Secured Notes due 2016.  On or about March 18,
2013, Sealy Mattress called for redemption its 8.25% Senior
Subordinated Notes due 2014.

Additional information can be obtained for free at:

                        http://is.gd/WgDPtl

                  About Tempur-Pedic International

Tempur-Pedic International Inc. (NYSE: TPX) manufactures and
distributes mattresses and pillows made from its proprietary
TEMPUR(R) pressure-relieving material.  It is the worldwide leader
in premium and specialty sleep.  The Company is focused on
developing, manufacturing and marketing advanced sleep surfaces
that help improve the quality of life for people around the world.
The Company's products are currently sold in over 80 countries
under the TEMPUR(R) and Tempur-Pedic(R) brand names.  World
headquarters for Tempur-Pedic International is in Lexington, KY.
For more information, visit http://www.tempurpedic.comor call
800-805-3635.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy Corporation incurred a net loss of $1.17 million for the 12
months ended Dec. 2, 2012, a net loss of $9.88 million for the 12
months ended Nov. 27, 2011, and a net loss of $13.73 million for
the 12 months ended Nov. 28, 2010.

The Company's balance sheet at Dec. 2, 2012, showed $1 billion in
total assets, $1.05 billion in total liabilities, $11.03 million
in redeemable noncontrolling interest, and a $57.52 million
stockholders' deficit.

                           *     *     *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SEALY CORP: Sealy Holding No Longer Owns Shares at March 18
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission Sealy Holding LLC and its affiliates disclosed
that, as of March 18, 2013, they do not beneficially own shares of
common stock of Sealy Corporation.

On March 18, 2013, the merger pursuant to the Agreement and Plan
of Merger between Sealy and Tempur-Pedic International Inc. closed
and Sealy Holding LLC disposed of all 46,625,921 shares of Common
Stock previously held by it, for cash consideration of $2.20 per
share.  In connection with the Merger and pursuant to the terms of
the Convertible Notes, as of the closing date of the Merger, the
Convertible Notes were no longer derivative securities and became
convertible instead into an amount of cash as set forth in the
Merger Agreement and the terms of the Convertible Notes.
Pursuant to the Merger Agreement and the terms of the Convertible
Notes, Sealy Holding LLC and the other Reporting Persons no longer
beneficially own any shares of Common Stock.

A copy of the Amended Schedule is available for free at:

                         http://is.gd/pnNm7u

                           About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy Corporation incurred a net loss of $1.17 million for the 12
months ended Dec. 2, 2012, a net loss of $9.88 million for the 12
months ended Nov. 27, 2011, and a net loss of $13.73 million for
the 12 months ended Nov. 28, 2010.

The Company's balance sheet at Dec. 2, 2012, showed $1 billion in
total assets, $1.05 billion in total liabilities, $11.03 million
in redeemable noncontrolling interest, and a $57.52 million
stockholders' deficit.

                           *     *     *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SEALY CORP: H Partners No Longer Shareholder at March 18
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, H Partners Management, LLC, and its
affiliates disclosed that, as of March 18, 2013, they do not
beneficially own shares of common stock of Sealy Corporation.

On March 18, 2013, Tempur-Pedic International Inc. completed its
acquisition of Sears Corporation by means of a merger of Silver
Lightning Merger Company with and into the Company in accordance
with an Agreement and Plan of Merger, dated Sept. 26, 2012, among
the Company, Tempur-Pedic and Merger Sub.  Upon consummation of
the Merger, each share of common stock of the Company beneficially
owned by the Reporting Persons was converted into the right to
receive $2.20 per share in cash.  As a result of the consummation
of the Merger, the Reporting Persons are no longer the beneficial
owners of any shares of Common Stock.

H Partners previously reported beneficial ownership of 17,280,935
common shares or a 16.6% equity stake as of Aug. 21, 2012.

A copy of the amended filing is available for free at:

                        http://is.gd/P6TKzO

                          About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy Corporation incurred a net loss of $1.17 million for the 12
months ended Dec. 2, 2012, a net loss of $9.88 million for the 12
months ended Nov. 27, 2011, and a net loss of $13.73 million for
the 12 months ended Nov. 28, 2010.

The Company's balance sheet at Dec. 2, 2012, showed $1 billion in
total assets, $1.05 billion in total liabilities, $11.03 million
in redeemable noncontrolling interest, and a $57.52 million
stockholders' deficit.

                           *     *     *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SEARS HOLDINGS: Edward Lampert Continues to Serve as CEO
--------------------------------------------------------
Edward Lampert and Sears Holdings Corporation entered into a
Letter Agreement, pursuant to which Mr. Lampert will continue to
serve as Chief Executive Officer of Holdings.  Under the Letter,
Mr. Lampert will be paid an annual base salary of $1, effective as
of Feb. 1, 2013.  In addition, during each of the first three
years of Mr. Lampert's service as Chief Executive Officer of
Holdings, Mr. Lampert will:

   (i) participate in the Holdings' Annual Incentive Plan, with a
       target incentive opportunity of $2,000,000, payouts under
       which (if any) may be paid, at Mr. Lampert's election, in
       cash or in Holdings Common Stock; and

  (ii) receive Holdings Common Stock with value of $4,500,000 per
       annum, payable in equal monthly installments subject to his
       continued service as Chief Executive Officer.

Edward S. Lampert and his affiliates beneficially own 58,897,115
common shares of Sears Holdings Corporation representing 55.4% of
the shares outstanding.  A copy of the amended Schedule is
available at http://is.gd/kMMYq0

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

Sears Holdings incurred a net loss of $1.05 billion in 2012, as
compared with a net loss of $3.14 billion in 2011.  The Company's
balance sheet at Feb. 2, 2013, showed $19.34 billion in total
assets, $16.16 billion in total liabilities and $3.17 billion in
total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SEARS HOLDINGS: Incurs $1 Billion Net Loss in 2012
--------------------------------------------------
Sears Holdings Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.05 billion on $39.85 billion of merchandise sales
and services for 2012, as compared with a net loss of $3.14
billion on $41.56 billion of merchandise sales and services during
the prior year.

The Company's balance sheet at Feb. 2, 2013, showed $19.34 billion
in total assets, $16.16 billion in total liabilities and $3.17
billion in total equity.

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

                       http://is.gd/M8uhJl

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SPX CORP: S&P Revises Outlook to Stable & Affirms 'BB+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Charlotte, N.C.-based SPX Corp. to stable from
negative.  At the same time, S&P affirmed the 'BB+' rating
on the company.

"The outlook revision reflects the company's improved balance
sheet following its sale of the Service Solutions business and our
expectation that the company's leverage net of excess cash will
approach our range of expectations for the rating by the end of
2013," said Standard & Poor's credit analyst Sarah Wyeth.  The
company has faced headwinds in its power generation markets and
had challenges with the integration of Clyde Union, which it
acquired at the end of 2011.  S&P's forecast assumes low-single-
digit topline growth, with low growth in some industrial markets
and modest improvement in the Clyde Union business offsetting
weakness in power generation markets.  S&P expects the company's
efforts to pursue higher margin business at Clyde Union to result
in slight overall margin improvement.  After some one-time uses of
cash in 2013, the company should generate approximately
$200 million of annual free cash flow on an ongoing basis.

The ratings and outlook on SPX reflect S&P's assessment of the
company's "fair" business risk profile and "significant" financial
risk profile.  S&P expects SPX to continue to serve a variety of
industrial markets.  The company is likely to continue to operate
in three segments: flow technology (53% of 2012 revenues), thermal
equipment and services (28%), and industrial products and services
(19%).  However, in the long term, S&P expects the company to
increase the proportion of revenues generated in its flow
technology segment.  In total, these businesses are fragmented and
cyclical.  SPX should continue to benefit from some product
diversity and leadership positions in its end markets.
Nevertheless, S&P expects several of its units to continue to face
intense pricing pressures, even during periods of robust demand.
The cost of raw materials can be significant, leading to modest
swings in earnings when raw material costs rise and fall.  S&P
assess the company's management and governance as "fair."

S&P expects total debt to EBITDA (after adjusting for
postretirement benefit obligations and operating leases) of 3.0x
to 3.5x and funds from operations (FFO) to total debt of about 25%
for the rating.  As of Dec. 31, 2012, total debt to EBITDA was
more than 4x.  S&P expects the company to use its approximately
$160 million in free cash flow in addition to some of the nearly
$1 billion cash on hand as of Dec. 31, 2012, to fund about $300
million in share repurchases, a modest dividend, and a
contribution to its pension in 2013.  SPX's capacity for
additional debt-funded acquisitions or share buybacks at the
current rating is limited.

The stable outlook reflects the company's stronger balance sheet
following its divestiture of Service Solutions.  S&P believes the
company is committed to reducing leverage to its publicly stated
target gross range of 1.5x-2.5x, based on credit agreement
definitions. If it pursues a financial policy more aggressive than
S&P expects, it could lower the rating.  For instance, if it
increases share repurchases such that leverage is likely to remain
above 3.5x in 2014, S&P could lower the ratings.  An upgrade would
require the company to adopt a more conservative financial policy.


STANFORD GROUP: Greenberg Traurig Says Deal Imperils Law Firms
--------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that Greenberg Traurig
LLP told a Texas federal court Monday that it opposed a settlement
between the U.S. and Antiguan receivers in charge of compensating
victims of Robert Allen Stanford's $7 billion Ponzi scheme because
the deal could spark a second wave of litigation against law
firms.

The report related that the settlement, which includes
unobjectionable provisions to resolve disputes about jurisdiction
over $300 million that Stanford had in the U.K., Switzerland and
Canada, also had provisions that would allow more lawsuits to be
filed against law firms like Greenberg Traurig.


STILLWATER ASSET: Creditors Renew Bid to Appoint Ch. 11 Trustee
---------------------------------------------------------------
Four creditors have renewed their request to the United States
Bankruptcy Court for the Southern District of New York to appoint
a Chapter 11 Trustee in the bankruptcy case of Stillwater Asset
Backed Offshore Fund Ltd.

The Creditors are Eden Rock Finance Master Limited, f/k/a Fortis
Prime Fund Solutions Custodial Services (Ire) Ltd re KBC ac G1
(ERFF), Eden Rock Unleveraged Finance Master Limited, f/k/a Fortis
Prime Fund Solutions Custodial Services (Ire) Ltd re KBC ac G1
(ERUFML), ARP Structural Alpha Fund, f/k/a Fortis (Isle of Man)
Nominees Limited a/c 80 000 323, and ARP Private Finance Fund,
f/k/a Fortis (Isle of Man) Nominees Limited a/c 80 000 357.

The Creditors contend that the facts from the December 18, 2012
evidentiary hearing and findings by the Court, and the Debtor's
post-petition breaches of the Bankruptcy Code and Rules establish
that the Debtor's manager cannot and should not marshal the assets
of the estate and carry out duties and obligations as a "trustee"
under sections 1106 and 1107 of the Bankruptcy Code.

The Creditors cite three causes for the appointment of a trustee:

   (1) the Asset Manager -- Stillwater Capital Partners, Inc. --
       has conflicts of interest;

   (2) the Asset Manager was incompetent and grossly mismanaged
       the Debtor; and

   (3) the Asset Manager has failed to comply with the Federal
       Rules of Bankruptcy Procedure and the Order for Relief.

                      About Stillwater Asset

Investment funds allegedly owed roughly $35.8 million, filed an
involuntary Chapter 11 petition against Brooklyn-based
Stillwater Asset Backed Offshore Fund Ltd. (Bankr. S.D.N.Y. Case
No. 12-14140) on Oct. 3, 2012.  Bankruptcy Judge Allan L. Gropper
oversees the case.  The petitioning creditors are represented by
Douglas E. Spelfogel, Esq., Richard Bernard, Esq., Mark Wolfson,
Esq., and Katherine R. Catanese, Esq., at Foley & Lardner LLP

An affiliated entity, Gerova Financial Group, Ltd., a Bermuda-
based financial-services company, is the subject of Chapter 15
bankruptcy proceedings (Bankr. S.D.N.Y. Case No. 12-13641)
commenced on Aug. 24, 2012.

Liquidators of Gerova -- Michael Morrison and Charles Thresh, both
of KPMG Advisory Limited, and John McKenna of Finance and Risk
Service Ltd, Bermuda -- filed the Chapter 15 petition, estimating
up to $100 million in assets and as much as $500 million in
liabilities.  A Chapter 15 petition was also filed for Gerova
Holdings Ltd. (Case No. 12-13642), which is estimated to have
under $100,000 in assets and liabilities.

Hamilton-based Gerova Financial, formerly known as Asia Special
Situations Acquisition Corp., was primarily involved, from 2010
on, in the business of investing in and managing certain types of
illiquid financial assets.  Gerova planned to then use such assets
as regulatory capital for insurance companies, though this
strategy was not fully implemented.

After lengthy proceedings and over the objections of Gerova's
then-current management, on July 20, 2012, the Bermuda Court
entered an order appointing Morrison, et al., as joint provisional
liquidators of GFG.  Morrison, et al., were also appointed
provisional liquidators of GHL on Aug. 20.

Judge Gropper also oversees the Gerova Chapter 15 case.  Peter A.
Ivanick, Esq., and lawyers at Hogan Lovells US LLP represent the
Liquidators as counsel.

The Debtor is represented by lawyers at Herrick, Feinstein LLP.

On Jan. 31, 2013, the Bankruptcy Court has denied a motion filed
by Stillwater Asset Backed Offshore Fund Ltd. to dismiss the
involuntary Chapter 11 petition.  Instead, the judge entered an
order for relief under chapter 11 of the Bankruptcy Code (11
U.S.C. Sec. 101 et seq.) against the Debtor effective Jan. 17,
2013.  Jack Doueck and Richard I. Rudy are designated as
responsible persons for the Debtor.


STILLWATER ASSET: Hires ASK as Counsel & Marotta Gund as Manager
----------------------------------------------------------------
Stillwater Asset Backed Offshore Fund Ltd., sought and obtained
court permission to employ ASK LLP as its counsel.

The Debtor also has a pending request to employ Marotta Gund Budd
& Dzera, LLC as its manager, nunc pro tunc to January 25, 2013,
and to designate Philip J. Gund as its Chief Restructuring
Officer.

As counsel, ASK LLP will:

   (a) Advise the Debtor with respect to the Debtor's powers and
       duties;

   (b) Prepare and file on behalf of the Debtor all necessary
       applications, motions, orders, reports, adversary
       proceedings and other pleadings and documents;

   (c) Appear in Court and to protect the interests of the Debtor
       before the Court;

   (d) Analyze claims and negotiate with creditors on behalf of
       the Debtor;

   (e) Negotiate, prepare and file a plan of reorganization under
       chapter 11 and disclosure statement with respect to same;
       and

   (f) Perform all other legal services for the Debtor which may
       be necessary.

ASK LLP's hourly rates are:

     Partners                    $400 - $550
     Of Counsel                  $300 - $450
     Associates                  $150 - $400
     Paralegals / Clerks         $100 - $150

As manager, MGBD will be:

   a. Making and implementing decisions with respect to all
      aspects of the Debtor's management;

   b. Making and implementing decisions with respect to all
      aspects of the Unwind that relate to the Debtor;

   c. Making and implementing decisions with respect to all
      aspects of the wind down of the Debtor's business; and

   d. Making and implementing decisions with respect to all
      aspects of placing any assets recovered from the Unwind into
      SPV's for the benefit of the Debtor's former investors and
      creditors; and

   e. Providing other services as may be required by the Debtor.

MGBD's fee structure consists of these following monthly payments:

   a. For the services of Senior Managing Directors of MGBD, a
      current annual hourly rate of $700;

   b. For the services of other professional staff, a current
      annual hourly rate of $200-$600; and

   c. For the services of paraprofessionals, a current annual
      hourly rate of $100-$200.

Both firms attest that they are "disinterested persons" within the
meaning of Section 101(14) of the Bankruptcy Code.

                      About Stillwater Asset

Investment funds allegedly owed roughly $35.8 million, filed an
involuntary Chapter 11 petition against Brooklyn-based
Stillwater Asset Backed Offshore Fund Ltd. (Bankr. S.D.N.Y. Case
No. 12-14140) on Oct. 3, 2012.  Bankruptcy Judge Allan L. Gropper
oversees the case.  The petitioning creditors are represented by
Douglas E. Spelfogel, Esq., Richard Bernard, Esq., Mark Wolfson,
Esq., and Katherine R. Catanese, Esq., at Foley & Lardner LLP

An affiliated entity, Gerova Financial Group, Ltd., a Bermuda-
based financial-services company, is the subject of Chapter 15
bankruptcy proceedings (Bankr. S.D.N.Y. Case No. 12-13641)
commenced on Aug. 24, 2012.

Liquidators of Gerova -- Michael Morrison and Charles Thresh, both
of KPMG Advisory Limited, and John McKenna of Finance and Risk
Service Ltd, Bermuda -- filed the Chapter 15 petition, estimating
up to $100 million in assets and as much as $500 million in
liabilities.  A Chapter 15 petition was also filed for Gerova
Holdings Ltd. (Case No. 12-13642), which is estimated to have
under $100,000 in assets and liabilities.

Hamilton-based Gerova Financial, formerly known as Asia Special
Situations Acquisition Corp., was primarily involved, from 2010
on, in the business of investing in and managing certain types of
illiquid financial assets.  Gerova planned to then use such assets
as regulatory capital for insurance companies, though this
strategy was not fully implemented.

After lengthy proceedings and over the objections of Gerova's
then-current management, on July 20, 2012, the Bermuda Court
entered an order appointing Morrison, et al., as joint provisional
liquidators of GFG.  Morrison, et al., were also appointed
provisional liquidators of GHL on Aug. 20.

Judge Gropper also oversees the Gerova Chapter 15 case.  Peter A.
Ivanick, Esq., and lawyers at Hogan Lovells US LLP represent the
Liquidators as counsel.

The Debtor is represented by lawyers at Herrick, Feinstein LLP.

On Jan. 31, 2013, the Bankruptcy Court has denied a motion filed
by Stillwater Asset Backed Offshore Fund Ltd. to dismiss the
involuntary Chapter 11 petition.  Instead, the judge entered an
order for relief under chapter 11 of the Bankruptcy Code (11
U.S.C. Sec. 101 et seq.) against the Debtor effective Jan. 17,
2013.  Jack Doueck and Richard I. Rudy are designated as
responsible persons for the Debtor.


STOCKTON, CA: 4-Day Trial on Chapter 9 Eligibility This Week
------------------------------------------------------------
Reuters reports that closing arguments are scheduled for
Wednesday, a day earlier than expected, in a trial to determine
whether the city of Stockton, in California, is eligible for
Chapter 9 bankruptcy protection.  The trial began Monday and was
originally scheduled for four days.

Jim Christie, writing for Reuters, relates Judge Christopher Klein
in U.S. bankruptcy court in Sacramento, gave no indication on when
he would rule.  But observers said a decision could come sooner
rather than later.  A copy of Reuters' article is available at
http://is.gd/gLbCeq

Scott Smith, writing for Recordnet.com, reports that City Manager
Bob Deis was the first witness called Monday morning.  He said
under cross examination that he foresees asking voters to raise
taxes.

Recordnet.com relates that, in the last two weeks, Mr. Deis issued
a memo to the City Council, saying he privately urged Mayor
Anthony Silva to stop promoting a half-cent sales tax initiative
to hire more than 100 new police officers while the city is in the
full throes of bankruptcy.

Mary Williams Walsh, writing for The New York Times, reports that
pension funds are wary as Stockton goes to trial.  A copy of the
article is available at http://is.gd/WIVzTq

Dan Walters, writing for the Sacramento Bee, says the trial has
big stakes.  A copy of the article is available at
http://is.gd/Hptnzm

Reuters' Mr. Christie earlier noted that unlike in corporate
bankruptcies when all debt holders absorb some losses, bondholders
in major municipal bankruptcies consistently have been repaid all
of their principal since at least the 1930s.  Now Stockton and at
least two others municipalities are challenging that premise:
Jefferson County in Alabama and San Bernardino, California, also
expect to ask bondholders to take losses in their bankruptcies.

Reuters says bondholders and insurers, which will have to repay
investors for any capital losses, argue the decision by Stockton
to keep paying its largest creditor, the California Public
Employees' Retirement System, shows a lack of good faith and
should block Stockton's request for bankruptcy protection under
federal bankruptcy law.  Stockton pays a yearly contribution of
about $30 million to the $254 billion retirement system.  Calpers
manages pension accounts for the city's employees and retired
employees.  A copy of Reuters' article is available at
http://is.gd/DirbU3

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.


STOCKTON, CA: Deficits May Total $100 Million, Forecast Shows
-------------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that Stockton,
California's annual budget deficits may total almost $100 million
after 10 years even if it got all of the cuts it sought before
filing for bankruptcy, a city forecast showed.

The forecast assumes the city would take no additional actions,
which is unrealistic, David Millican, a management consultant for
the city, testified on May 27 in Sacramento, according to the
Bloomberg report.  U.S. Bankruptcy Judge Christopher M. Klein is
presiding over a hearing to decide whether Stockton is eligible to
remain in bankruptcy, where it is shielded from paying many of its
debts.

Guy Neal, an attorney for creditors opposed to the bankruptcy,
cross-examined Millican about the forecast in an effort to bolster
the argument that Stockton should be denied court protection,
Bloomberg related. Annual deficits under the forecast would start
at $700,000 and climb to $17.6 million in 2021, Neal said. The
deficits would add up to $99.8 million after 10 years.

"The 10-year projections in and of themselves do not show the city
achieving financial stability within 10 years?" Neal asked,
according to Bloomberg.

"That's correct," Millican said, Bloomberg cited. "Not without
further action."

Creditors such as Assured Guaranty Corp., a bond insurer, and
Franklin Resources Inc. (BEN), a mutual-fund manager, are trying
to prove at the three-day trial that began on May 26 that the city
isn't truly insolvent and didn't engage in good faith
negotiations.

                       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.


SUNTECH POWER: Adds Two Additional Directors to Board
-----------------------------------------------------
Suntech Power Holdings Co., Ltd., has appointed two new directors
to the Company's Board of Directors effective March 19, 2013.  Mr.
Philip Fan has been appointed as an independent director and Mr.
Weiping Zhou has been appointed as an executive director of the
board and President of Suntech.  With the new appointments,
Suntech's board of directors now has seven members including four
independent directors.

"We are delighted to welcome Mr. Fan and Mr. Zhou to Suntech's
board of directors," said Ms. Susan Wang, Suntech's chairwoman.
"Mr. Fan brings deep experience across multiple industries and is
a seasoned director of publicly listed companies, and Mr. Zhou has
broad experience in executive and financial management positions
during his time at Guolian Group.  We are confident that their
knowledge and expertise will be invaluable as we navigate near-
term challenges and realize Suntech?s long-term potential in the
solar industry."

Mr. Fan was formerly an executive director and is now an
independent non-executive director of Hong Kong Stock Exchange
listed China Everbright International Ltd., a developer and
operator of multiple waste-to-energy and wastewater treatment
plants in China.  He also serves as an independent non-executive
director at HKC (Holdings), Hysan Development Co., First Pacific
Co., Zhuhai Zhongfu Enterprise Co. Ltd and Goodman Group.  Prior
to that, Mr. Fan was an executive director of CITIC Pacific Ltd in
charge of industrial projects in China.  Mr. Fan holds a
Bachelor's degree in industrial engineering, a Master's degree in
Operations Research from Stanford University and a Master?s degree
in Management Science from the Massachusetts Institute of
Technology.

As President of Suntech, Mr. Zhou will manage business operations
and work with Mr. David King, Suntech's CEO, and the board to
define the strategic direction of the Company.  Prior to joining
Suntech, Mr. Weiping Zhou served as chairman of Guolian Futures
Co., Ltd and finance department manager of Guolian Development
(Group) Co. Ltd.  Prior to that, he held management roles at
Guolian Securities and Hengda Securities.  Mr. Zhou holds a
Bachelor's degree in accounting from Hebei College, and an
executive MBA from Southeast University in China.

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

As reported by the TCR on March 20, 2013, Suntech Power has
received from the trustee of its 3% Convertible Notes a notice of
default and acceleration relating to Suntech's non-payment of the
principal amount of US$541 million that was due to holders of the
Notes on March 15, 2013.  That event of default has also triggered
cross-defaults under Suntech's other outstanding debt, including
its loans from International Finance Corporation and Chinese
domestic lenders.


SUNTECH POWER: Unit Faces Insolvency Proceedings in China
---------------------------------------------------------
Suntech Power Holdings Co., Ltd., announced that on March 18,
2013, a group of eight Chinese banks filed a petition for
insolvency and restructuring of its Chinese subsidiary Wuxi
Suntech Power Holdings Co., Ltd., in the Wuxi Municipal
Intermediate People's Court in Jiangsu Province, China.  Wuxi
Suntech notified the Court that it will not file an objection
against the petition.  The Company expects that the Court will
decide whether or not to accept the petition in the next few days.

Wuxi Suntech is the Company's principal operating subsidiary in
China engaged in the manufacture of photovoltaic (PV) cells and PV
modules.  The Company has additional cell and module production
facilities at wholly owned or partially owned subsidiaries in
Wuxi, Shanghai and Luoyang and, in the event insolvency and
restructuring of Wuxi Suntech is approved by the Court, the
Company intends to continue production of solar products to meet
customer orders.  In addition, management will work with any
Court-appointed administrators to ensure all of Suntech's product
warranty obligations are met.

"While we evaluate restructuring initiatives and strategic
alternatives, we are committed to continuing to provide high-
quality solar products to our global customer base," said David
King, Suntech's CEO.  "During this period, we will continue to
work closely with all of our stakeholders and take the necessary
steps to put Suntech back on track for growth."

The insolvency and restructuring procedure is designed to
facilitate an orderly restructuring plan for both Wuxi Suntech and
its creditors.  In those proceedings, the Chinese court would
typically appoint administrators to Wuxi Suntech to administer the
restructuring, including negotiations with existing bank lenders
and other creditors.  Wuxi Suntech will apply to the Court to
continue operations under the supervision of the administrators.

Suntech Power Holdings Co., Ltd., the ultimate parent company of
Wuxi Suntech, has not commenced insolvency proceedings, nor have
any of the Company's other principal operating subsidiaries.  The
Company is not aware of any similar proceedings regarding any of
its other entities.

                          About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

As reported by the TCR on March 20, 2013, Suntech Power has
received from the trustee of its 3% Convertible Notes a notice of
default and acceleration relating to Suntech's non-payment of the
principal amount of US$541 million that was due to holders of the
Notes on March 15, 2013.  That event of default has also triggered
cross-defaults under Suntech's other outstanding debt, including
its loans from International Finance Corporation and Chinese
domestic lenders.


THERMOENERGY CORP: Seven Directors Elected to Board
---------------------------------------------------
The holders of ThermoEnergy Corporation's Series B Convertible
Preferred Stock, acting by written consent pursuant to Section 228
of the Delaware General Corporation Law, elected Dileep Agnihotri,
Joseph P. Bartlett, Winder Hughes III, and Shawn R. Hughes as
directors to serve until the Company's 2013 Annual Meeting and
until their successors are duly elected and qualified.

On March 20, 2013, at the Special Meeting in lieu of the Company's
2012 Annual Meeting, the holders of the Company's Common Stock and
its Series A Convertible Preferred Stock elected Cary G. Bullock,
Arthur S. Reynolds, and James F. Wood as directors to serve until
the Company's 2013 Annual Meeting and until their successors are
duly elected and qualified.  The Company's Certificate of
Incorporation, as amended, provides that its Board of Directors
will be composed of seven members, four of whom are elected by the
holders of the Company's Series B Convertible Preferred Stock and
three of whom are elected by the holders of the Company's Common
Stock and out Series A Convertible Preferred Stock, voting
together as a single class.  All of the Company's newly-elected
directors were incumbent members of its Board of Directors.

Dileep Agnihotri, age 43, has been a member of the Company's Board
of Directors since January 2012.  He is CEO, President, and a
member of the Board of Directors of Advanced Hydro Inc., a
privately held company commercializing novel membranes technology
and turn-key systems for treatment of waste-water in the oil and
gas industry, including hydraulic fracturing wastewater recycling
applications.  He is also serving as acting CEO and a member of
the Board of Directors of Graphene Energy, Inc., also a privately
held company.  Dr. Agnihotri has been a principal at 21 Ventures,
LLC, a venture capital management firm providing seed, growth and
bridge capital for technology ventures, since 2008.  Dr. Agnihotri
holds a PhD in Nuclear Chemistry and an MS in Physical Chemistry
from the University of Rochester.  He also has an MS degree in
Physics from Agra University.  He has published more than 30
articles and holds more than half a dozen patents.  Dr. Agnihotri
brings to the Board expertise in new and disruptive technologies,
their market potential and commercialization aspects.

Joseph P. Bartlett, age 54, has been a member of the Company's
Board of Directors since May 2012.  He previously served as a
member of our Board of Directors from October 2009 until December
2009.  Mr. Bartlett is an attorney in private practice in Los
Angeles, California and is counsel to The Quercus Trust.  He has
practiced corporate and securities law since 1985.  From September
2004 until August 2008 he was a partner at Greenberg Glusker LLP
and from September 2000 until September 2004 he was a partner at
Spolin Silverman Cohen and Bartlett LLP.  Mr. Bartlett graduated,
magna cum laude, from the University of California, Hastings
College of Law in 1985, and received an AB in English literature
from the University of California at Berkeley in 1980.  Mr.
Bartlett serves as a member of the Audit Committee of the
Company's Board of Directors.  He brings to the Company's Board of
Directors expertise in corporate finance, corporate governance and
the oversight of smaller reporting companies.

Cary G. Bullock, age 67, has been a member of the Company's Board
of Directors since January 2010.  Mr. Bullock also serves as a
member of the Boards of Directors of its subsidiaries,
ThermoEnergy Power Systems LLC, and CASTion Corporation.  From
January 2010 to December 2012, Mr. Bullock was the Company's
President and Chief Executive Officer, and from August 2011 to
December 2012, he also served as Chairman of our Board of
Directors.  Prior to becoming the Company's President and CEO, Mr.
Bullock had been employed by GreenFuel Technologies Corporation,
serving as Chief Executive Officer from February 2005 through July
2007 and as Vice President for Business Development from July 2007
through January 2009; he was a member of the Board of Directors of
GreenFuel Technologies Corporation from February 2005 through
August 2009.  In May 2009, GreenFuel Technologies ceased business
operations and made an assignment of its assets to a trustee for
the benefit of its creditors.  From February 2009 through January
2010, Mr. Bullock served a variety of clients as an independent
consultant and business advisor.

Winder Hughes III, age 54, has been a director of the Company
since July 2009 (except for the period from Jan. 27, 2010, to
Feb. 5, 2010).  Mr. Hughes also serves as a member of the Board of
Directors of the Company's subsidiary, CASTion Corporation.  Since
1995, Mr. Hughes has served as the managing partner of Hughes
Capital Investors, LLC, which manages private assets and raises
money for small public companies.  He formed the Focus Fund, LP in
2000 (with Hughes Capital as the fund manager), which is a highly-
concentrated equity partnership that focuses on publicly-traded
emerging growth companies.  From November 2007 to November 2009,
Mr. Hughes was a director of Viking Systems, Inc., a manufacturer
of surgical tools.  Mr. Hughes holds a B.A. in Economics from the
University of North Carolina at Chapel Hill.  Mr. Hughes serves as
a member of the Compensation and Benefits and the Audit Committees
of the Company's Board of Directors.  Mr. Hughes brings to the
Board significant experience with capital raising, corporate
restructuring, and managing strategic business relationships.

Shawn R. Hughes, age 52, has been a member of the Company's Board
of Directors since October 2009.  He previously served as a member
of the Company's Board of Directors from September 2008 until
January 2009.  Mr. Hughes also serves as a member of the Board of
Directors of the Company's subsidiary, CASTion Corporation.  He
served as President and Chief Operating Officer of the Company
from Jan. 1, 2008, to Jan. 27, 2010.  From June 15, 2007, through
Dec. 31, 2007, he was employed by the Company to assist the Chief
Executive Officer in administering corporate affairs and
overseeing all of the Company's business operating functions.
From November 2006 to May 2007, Mr. Hughes served as President and
Chief Operating Officer of Mortgage Contract Services.  From 2001
to 2006, Mr. Hughes served as Chief Executive Officer of Fortress
Technologies.  Mr. Hughes holds a B.S.B.A. from Slippery Rock
University and an M.B.A. from Florida State University.  Mr.
Hughes serves as Chairman of the Compensation and Benefits
Committee of the Company's Board of Directors.  Mr. Hughes brings
to the Board extensive experience in executive management and
strategic planning.

Arthur S. Reynolds, age 68, has been a member of the Company's
Board of Directors since October 2008.  He also serves as a member
of the Boards of Directors of the Company's subsidiaries, CASTion
Corporation and Unity Power Alliance LLC.  From Aug. 3, 2009,
through Nov. 16, 2009, Mr. Reynolds served as the Company's
interim Chief Financial Officer, and except during that period,
has been Chairman of the Audit Committee of the Board of
Directors.  He is the founder of Rexon Limited of London and New
York where, since 1999, he has served as managing director.  Mr.
Reynolds was founder and, from 1997 to 1999, managing partner of
London-based Value Management & Research (UK) Limited.  Mr.
Reynolds was the founder and, from 1982 to 1997, served as
managing director of Ferghana Financial Services Limited.  Mr.
Reynolds is a director of Apogee Technology, Inc.  Mr. Reynolds
holds an A.B. from Columbia University, a M.A. from Cambridge
University, and an M.B.A. in Finance from New York University.
Mr. Reynolds serves as Chairman of both the Audit Committee and
the Nominating Committee of our Board of Directors.

James F. Wood, age 71, has served since January 2013 as the
Company's President, Chief Executive Officer and Chairman of the
Company's Board of Directors.  Mr. Wood is also a member of the
Board of Directors and Chief Executive Officer of the Company's
subsidiary, ThermoEnergy Power Systems LLC, and a member of the
Board of Directors and President of the Company's subsidiary,
CASTion Corporation.  From October 2009 to December 2012, Mr. Wood
served as Deputy Assistant Secretary for Clean Coal in the United
States Department of Energy.  He holds a B.S. in Chemical
Engineering from Clarkson and an MBA with a focus on international
economics from Kent State University.  Mr. Wood serves as a member
of the Nominating Committee of our Board of Directors.  Mr. Wood
brings to the Board over 30 years of leadership experience in the
power industry and an in-depth understanding of federal, state and
international initiatives in clean coal research and development.

                   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.

The Company reported a net loss of $17.38 million in 2011,
compared with a net loss of $14.85 million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$3.85 million in total assets, $13.06 million in total
liabilities, and a $9.21 million total stockholders' deficiency.


THINGS REMEMBERED: Moody's Keeps B2 Rating on Upsized $177MM Loan
-----------------------------------------------------------------
Moody's Investors Service reports that Things Remembered, Inc.'s
proposed $31 million term loan increase and mezzanine note
refinancing is a credit positive, but the company's ratings and
stable outlook are unaffected. The proposed transaction is
leverage neutral and should result in modest cash interest savings
and improved interest coverage over time.

On May 14, 2012, Moody's assigned a B2 Corporate Family and
Probability of Default Ratings to Things Remembered and assigned
B1 ratings to the company's $117 million senior secured term loan
and $30 million revolving credit facility

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

Things Remembered, Inc., headquartered in Highland Heights, Ohio,
sells personalized and occasion-based gifts. As of October 31,
2012, the company operated 676 retail stores, kiosks, and outside
key shops located primarily in shopping malls throughout the
United States and Canada. Revenue for the twelve months ended
October 31, 2012 exceeded $315 million.


THINGS REMEMBERED: S&P Affirms 'B' Rating on Upsized $177MM Loans
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on TRM Holdings Corp., the parent of gift retailer
Things Remembered Inc.  The outlook is stable.

At the same time, S&P affirmed its 'B' issue-level rating on
Things Remembered's upsized $177.7 million credit facility,
consisting of a $30 million revolver and a $147.7 million term
loan.  The recovery rating on this debt instrument remains
unchanged at '3', and reflects S&P's expectation for meaningful
(50% to 70%) recovery of principal in the event of a payment
default.

The company plans to use proceeds from the additional $31 million
incremental term loan borrowings to refinance $30 million of
mezzanine debt and to pay related fees and expenses.

"The ratings on TRM Holdings Corp., the parent of gift retailer
Things Remembered Inc., reflect our assessment that the company's
'aggressive' financial risk profile and its 'vulnerable' business
risk profile will remain unchanged over the next 12 months," said
Standard & Poor's credit analyst Mariola Borysiak.

The outlook is stable, reflecting S&P's expectations that the
company's niche position in the gift retail industry and modestly
improving profitability will result in credit measures that remain
in line with S&P's assessment of its aggressive financial risk
profile.

S&P could lower the ratings if operating performance and credit
protection measures deteriorate, leading to leverage increasing to
more than 6x.  This would likely be precipitated by intensified
competitive pressures, a weaker-than-expected economic recovery
forcing customers to curb their discretionary spending, or some
combination of the two.  This could occur if EBITDA declines about
17% from its 2012 fiscal year end and debt remains constant.

Although not likely in the near term, S&P could consider a higher
rating if profitability gains, along with modest debt reduction,
lead to leverage decreasing toward 4x.  For example, this could
result from about 5% debt reduction and about a 13% EBITDA growth
December 2012 year-end levels.


TITAN ENERGY: May Default on Debt; Seeks Notes Restructuring
------------------------------------------------------------
Titan Energy Worldwide, Inc. on March 26 disclosed that it has
released the following letter to its shareholders.

"Dear Shareholder of Titan Energy:

The need for backup power is as strong as it has ever been.  Our
national power grid is being overtaxed, natural disasters seem to
be striking with ever increasing frequency and unrelenting
devastation.  Titan Energy is poised in the center of this
opportunity.  With our ability to respond quickly in times of
emergency, to find the right solution and to be an effective power
partner to our customers, we have established a solid reputation
for excellence and a growing national brand that is beginning to
rival companies many times our size."

"Titan Energy began as a small regional distributor of generators
in the Midwest.  Along the way we have leveraged our technological
expertise and our industry relationships to build a highly skilled
network that now allows us to operate on a national scale.  And
today we have an opportunity to become a true national player in
the ever-growing energy marketplace.

"2012 was a strong turnaround year for Titan Energy. Overall sales
increased 36% year over year.  Growth in our service business was
more than 50%. We advanced from a negative $1.4 million in
adjusted EBITDA in 2011 to a positive $350,000 in adjusted EBITDA
in 2012.  Based on our current backlog, we are on course to do $25
million in overall sales in 2013, an increase of more than 25%
over the $19 million we achieved in 2012.  We expect to surpass
this current projection as new potential opportunities are
realized.  I believe we have a very good shot at ending the year
profitable, and as a company we are committed to that goal."

                          Market Outlook

"Several factors point in Titan Energy's favor as we head into
2013.

-- The number of storms that have hit the country in the past few
years is exposing the weakness in our aging grid and highlighting
the need for companies to deploy their own onsite power resources.
Titan's ability to responds to the needs not only of our customers
but to other companies in the areas hit by Hurricane Sally for
example, have created many new opportunities for us in the
Northeast and other regions.

-- We are beginning to see clear signs that new construction is on
the rise. With new business centers, hotels and healthcare
facilities, there will be the need for new onsite power systems.

-- The power equipment we sell is better and more sophisticated.
Generac Power Systems (www.generac.com), our generator
manufacturer in the Midwest, has shown significant improvements in
the capabilities, reliability and over all acceptance of its brand
among customers for industrial and commercial onsite power
generators.

-- C&I generators are becoming more technically advanced while
being deployed in more demanding situations than in years past.
These onsite power systems require a highly skilled service
provider such as Titan Energy to best maintain and operate them.
Titan has led the industry in developing the latest monitoring,
auditing and other automated solutions which greatly improve our
ability to manage and maintain these power systems, lower costs
for our customers, improve our profitability and create greater
customer retention."

                    Financial Results for 2012

"We will be publishing our 2012 Annual report (Form 10K) in the
next few weeks.  A turnaround year, Titan Energy ended 2012 with a
very strong fourth quarter.  We saw two $1 million months in
service buoyed largely by growth in our national accounts
business.  Total sales revenues grew 36%, with equipment sales
growing by 28% and service revenues by 51% over 2011."

"Combined with a 5% decrease in general and administrative
expenses and 60% decrease in corporate expenses, these strong
revenue numbers helped us generate a positive adjusted EBITDA of
nearly $350,000 for the year.  This represents a turnaround of
nearly $2 million from 2011."

                         1st Quarter 2013

"The first quarter of 2013 is not quite finished, but we can
project sales revenues that will be 40% higher compared to the 1st
q of 2012 with greatly reduced losses.  The first quarter is
historically our most difficult quarter as cold winter conditions
in the Midwest can push out new equipment installations and some
of the our larger national accounts do not complete their
budgetary process or release new work orders until March or later.
Still we demonstrated not only strong growth but continued
improvement in our bottom line."

                         Equipment Sales

"Titan sales of generators increased more than 36% in 2012.  We
believe a significant reason for this increase is due to the
greater awareness businesses have acquired on the need for backup
power after the last series of devastating storms.  At the same
time, we believe the line of generators we represent in the
Midwest, Generac, is gaining stronger acceptance among commercial
and industrial contractors in our territories."

                        Service Operations

"I personally believe we have the finest and most dedicated
service department in the U.S. and service continues to be the
strongest performing segment of our business.  With margins that
are in the 50% to 70% range, the increase in our service business
accounts for the majority of our drive towards profitability.  In
2013, we are looking to increase service sales significantly in
the Midwest, as well as in the Southeast and Northeast.  The
Northeast in particular is a tremendous market for Titan Energy
and our service center in that area has shown 100% growth since
2011 with even greater potential ahead of us."

                           RICE NESHAP

"The EPA, through a ruling called RICE NESHAP, now requires many
generators enrolled in peak shaving or demand response programs to
be mechanically modified so as to lower their emissions.  Titan
has received more than $2 million in purchase orders to date for
the modification of generators in the Midwest and we believe that
this business will continue for us through 2013.  RICE NESHAP also
requires these same generators to be monitored and report their
equipment's performance.  Titan has been successful in placing its
own proprietary monitoring system on many of these installations
thereby creating ongoing recurring revenues and providing us with
the opportunity to be the service partner for these customers as
well."

                        National Accounts

"National accounts revenues grew from $400,000 to more than $3
million in 2012.  We are projecting national account sales to
surpass $5 million in 2013 based on our currently contracted
customers.  We now service more than 2,000 generators nationwide
and have multiyear contracts with one of the major retailers in
the nation and one of the largest owners of data centers.  We are
actively seeking to expand this base of national customers,
focusing on the retail, property management and health care
markets."

                       Monitoring Technology

"I am confident that Titan's monitoring system for onsite power
generators is the most robust and advanced in the market.  Having
completed the beta test on this system, this service is now
operating with several clients utilizing a robust, commercial
grade cloud-based service.  Teamed with our 24/7 call center, we
are now ready to begin taking on additional commercial clients
including a number of our Fortune 500 service customers."

"One unique aspect of our platform is that it is capable of
monitoring the EPA's required emissions modifications that were
imposed recently through RICE NESHAP in addition to the functions
of the generator itself.  Titan is one of the few companies to
offer this valuable product for the tens of thousands of
generators enrolled in peak shaving programs that must meet both
the EPAS requirements as well as maintain their service schedules
so as to perform during peak shave events."

                      UPS Sales and Service

"Last year we greatly enhanced our ability to provide sales and
service to an important part of the most onsite power systems:
Uninterruptible Power Supplies or UPS.  UPS is the vital back up
component that provides electricity during the seconds or even
minutes before a generator comes on during an event.  We have
hired a seasoned UPS veteran experienced with over 25 makes and
models of UPS to build this program on a national level for Titan
energy."

"Highly profitable and growing in demand among many companies, we
see the potential for UPS sales and service as one that will rival
our equipment sales.  At the same time, Titan will be one of the
few generator service companies that can seamlessly support UPS
and battery sales and maintenance, making us a truly complete
service partner for many companies nationwide."

               Strong Growth in Northeast Segment

"Our sales in our Northeast operation continue to grow.  The
storms that have recently hit the New York and New Jersey areas
have significantly increased service work for us as well as
improved equipment sales as more companies are responding to the
need to avoid future power outages."

"We realized $2.4 million in equipment sales revenues in the
Northeast in 2012.  To date, we have more than $4 million in
purchase orders for 2013.  Another way to look at this is that
Northeast orders now represent 40% of Titan's entire backlog."

                   Changes in Southeast Segment

"Last year, we made the decision to discontinue the equipment
sales division of our southeast operations as poor sales and low
margins were creating losses for the company.  Since reorganizing
the operations in August of 2012, the service division has been
able to maintain a profitable operation throughout most of those
months and has continued to service our national accounts in the
Southeast."

                           Challenges

"We currently have about $3.5 million in convertible debt that
comes due in April of this year.  We are hopeful that we can work
out an arrangement with these note holders to restructure their
notes thereby better positioning us with our vendors, customers
and financial partners, but there is the possibility the Company
could be in default on some or all of these notes.  We will also
strive in 2013 to obtain a more versatile and cost effective line
of credit, thereby lowering our interest expenses considerably."

"All in all, we expect 2013 to be an exciting year for Titan, a
year of growth, opportunity and profitability.  A year when the
Titan name achieves a new level of value.  I wish to extend my
appreciation to all the shareholders who have supported Titan
Energy through the years."

More detailed information will be available in the Company Form
10K Annual Report which is forthcoming shortly and can be accessed
at http://www.sec.gov

Respectfully,

Jeffrey Flannery

Chief Executive Officer/Chairman of the Board"

                        About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.

The Company's balance sheet at Sept. 30, 2012, showed $6.87
million in total assets, $10.26 million in total liabilities and a
$3.39 million total stockholders' deficit.

"At September 30, 2012, the Company had an accumulated deficit of
$34,521,705.  These conditions raise substantial doubt as to the
Company's ability to continue as a going concern."


TOBACCO SQUARE: Bank's Lien on Personal Property Clarified
----------------------------------------------------------
TOBACCO SQUARE LLC, Plaintiff, v. PUTNAM COUNTY BANK, Defendant,
Adv. Proc. No. 12-06046 (Bankr. M.D.N.C. July 27, 2012), seeks to
avoid the liens held by PCB in real and personal property and to
recover these interests for the benefit of the estate.  The
parties have filed cross-motions for summary judgment.  The
Debtor's Motion contends PCB's deed of trust fails to identify the
underlying debt and PCB has not perfected its security interest in
personal property.  PCB's Motion asserts that the debt is
specifically described in a related document and, furthermore,
that it properly filed a fixture filing statement.

In a March 26, 2013 Memorandum Opinion available at
http://is.gd/NztNOZfrom Leagle.com, Bankruptcy Judge Thomas W.
Waldrep, Jr., granted PCB's Motion and denied the Debtor's Motion
as to the deed of trust and granted, in part, and denied, in part,
both motions as to the personal property.  The Court ruled that
the lighting fixtures, wall sconces, ceiling fans, heating and air
conditioning units, microwaves, ranges and/or oven units,
disposals, dishwashers, and cooling units on the roof are all
fixtures that secure the debt owed to PCB. Conversely,
refrigerators, exercise equipment, televisions, pictures, washers,
dryers, and window treatments are not fixtures and remain personal
property not subject to PCB's security interest.

Tobacco Square LLC owns 26 residential apartment units in a
building located in Winston-Salem, North Carolina.  It also owns
certain items of personal property associated with the apartments,
including appliances (washers, dryers, refrigerators, stoves,
dishwashers, microwaves and garbage disposals), individual heating
and cooling components, benches and furniture, maintenance and
building supplies, window treatments, lighting, window treatments,
wall sconces, overhead lighting, and furnaces.

To fund the conversion of an old warehouse into condominiums, on
May 11, 2007, Tobacco Square entered into a loan agreement with
PCB under which it executed a deed of trust granting PCB a
security interest in the real property in exchange for a
$5,000,000 loan.  On July 28, 2008, PCB extended a second loan, in
the amount of $500,000.  Deeds of trust purported to grant PCB a
security interest in Tobacco Square's personal property as well.

Based in Winston-Salem, North Carolina, Tobacco Square LLC filed a
Chapter 11 bankruptcy petition (Bankr. M.D.N.C. Case No. 12-50856)
on June 13, 2012, estimating under $10 million in both assets and
debts.  Katherine J. Clayton, Esq. -- kclayton@brookspierce.com --
at Brooks, Pierce, Mclendon, Humphrey & Leonard, serves as the
Debtor's counsel.  The petition was signed by A. J. Rivenbark,
manager.


TRAINOR GLASS: Committee Can Tap SugarFGH for Avoidance Actions
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Trainor Glass
Company's chapter 11 case seek court permission to retain the law
firm of Sugar Felsenthal Grais & Hammer LLP as counsel to commence
litigation on avoidance actions.

SugarFGH will provide the full range of services required to
represent the Committee in the course of pursuing and prosecuting
the Avoidance Actions, including:

   (a) advising the Committee on all legal issues related to the
       Avoidance Actions as they arise;

   (b) analyzing claims against prospective Avoidance Action
       defendants;

   (c) preparing and distributing demands for the return of estate
       assets from prospective defendants based on each
       prospective defendant's ascertained liability;

   (d) preparing and filing Avoidance Action complaints, and
       prosecuting the Avoidance Actions before the Court against
       prospective defendants to recover estate assets;

   (e) engaging in settlement negotiations with prospective
       defendants to recover estate funds in a cost-efficient
       manner; and

   (f) providing other services as are necessary in connection
       with the Avoidance Actions.

SugarFGH's fees for pursuing the Avoidance Actions will be an
amount equal to an agreed-upon percentage of any recoveries
obtained (whether pursuant to a settlement or a default judgment)
for the Committee for each of the Avoidance Actions based on the
stage of litigation at which the recoveries are obtained.

Accordingly, SugarFGH is a "disinterested person," as that phrase
is defined in section 101(14) of the Bankruptcy Code,

The Troubled Company Reporter reported on May 1, 2012, that the
Committee sought and obtained approval to retain Sugar Felsenthal
Grais & Hammer LLP as counsel.

                       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.


TRAINOR GLASS: Can Hire Thompson Hine as Local Maryland Counsel
---------------------------------------------------------------
Trainor Glass Company sought and obtained court permission to
employ Lawrence M. Prosen and Thompson Hine LLP as local Maryland
counsel.

Thompson Hine will represent and assist the Debtor in connection
with the filing and prosecution of Miller Act litigation in the
United States District Court for the District of Maryland against
the bond obtained by Clark Construction Group LLC in connection
with collection of amounts due the Debtor for services performed
on a construction project known as USAMRICD, Aberdeen Proving
Ground, MD for the United States Army Corps of Engineers -
Baltimore District through February of 2012.

The Debtor believes that the unpaid contract balance at the time
the Debtor ceased work on the Project was approximately
$1,745,321.

Thompson Hine's principal attorneys who will represent the Debtor
and their hourly rates are:

     Lawrence M. Prosen             $495
     Dennis Southard                $550
     Robert Lewis                   $390
     Christian Henel                $350
     Kyle Baker                     $290

Other persons employed by Thompson Hine will render services to
the Debtor as needed.  Generally, Thompson Hine's hourly rates
are: Attorneys: $280.00 to $820.00 per hour and Paralegals:
$165.00 to $290.00 per hour.

The Debtor believes Thompson Hine is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                       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.


TRAINOR GLASS: Committee Wants Protiviti as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Trainor Glass Company seeks permission from the United
States Bankruptcy Court for the Northern District of Illinois to
retain Protiviti, Inc., as its financial advisor.

Protiviti may provide these services, including:

   (a) Review and analysis of the Debtor's financial condition and
       the circumstances leading up to the current financial
       distress, current business plan, and operating metrics as a
       basis, in part, for evaluating the prospects for a
       financial recovery and viable plan of treatment for
       unsecured creditors;

   (b) Assisting the Committee's review of the financial and cash
       flow projections and cash collateral budgets to evaluate
       the risks and opportunities represented or inherent
       therein;

   (c) Preparation of estimated payout or distribution analyses;

   (d) Review and analysis of financial and cash flow projections
       to evaluate the feasibility of the Debtor's projections or
       any proposed Plan of Reorganization;

   (e) Review or assistance in formulation of any proposed Plan of
       Reorganization and Disclosure Statement;

   (f) Provide testimony as required regarding the feasibility of
       any proposed Plan of Reorganization;

   (g) Assist the Committee and its counsel in developing
       strategies and related negotiations with the Debtor and
       other interested parties with respect to elements of the
       Debtor's treatment to the unsecured creditors under a
       proposed Plan or such treatment under alternative
       proposals;

   (h) Assisting the Committee and its counsel as requested with
       respect to various financial matters; and

   (i) Performing all other services as may be required and in the
       interests of the creditors.

Protiviti has advised the Committee that the current hourly rates
applicable to anticipated professionals and paraprofessionals
assigned to the case, are:

     Managing Directors                 $525 - $620
     Directors & Associate Directors    $395 - $465
     Senior Managers & Managers         $290 - $390
     Senior Consultants & Consultants   $160 - $290
     Administrative                      $85 - $120

Protiviti attests it is a "disinterested person," as that phrase
is defined in section 101(14) of the Bankruptcy Code.

                       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 LLC: Extends Early Deadline for Exchange Offer
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Travelport LLC extended the deadline for
participating in an exchange offer that's part of a refinancing to
extend the maturity of senior notes from 2014 to 2016.  The offer
includes exchanging pay-in-kind notes of the holding company for
stock, senior subordinated notes and a small amount of cash. The
company said that holders of all of the PIK notes agreed.

According to the report, Travelport is still short of 95%
participation for the senior notes.  The deadline for an early
tender was extended until March 27 in the afternoon. Failure to
push out maturity of the senior notes will cause an earlier
maturity of bank loans.

Travelport's $424.1 million in 9.875% senior unsecured notes due
in 2014 last traded March 26 for 99.25 cents on the dollar, to
yield 10.441 percent, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.

The $247.2 million of 11.875% senior subordinated notes due in
2016 last traded March 26 for 80.52 cents on the dollar, for a 20%
yield, according to Trace.

                    About Travelport LLC

Headquartered in Atlanta, Georgia, Travelport is a leading
provider of transaction processing services to the travel industry
through its global distribution system (GDS) business, which
includes the group's airline information technology solutions
business.

The travel service provider was acquired by Blackstone Group LP in
2006.

For nine months ended Sept. 30, Travelport reported a net loss of
$72 million on revenue of $1.55 billion.  The operating profit for
the period was $155 million.

The Sept. 30 balance sheet was upside down, with assets of
$3.35 billion and total liabilities of $4.38 billion.


UNITED WESTERN: JPMorgan, FDIC Want Case Converted to Chapter 7
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that United Western Bancorp Inc. lost a lawsuit that was
the largest potential asset for the holding company whose bank was
taken over by regulators in January 2011.  As a consequence, the
U.S. Trustee, JPMorgan Chase Bank NA, and the Federal Deposit
Insurance Corp. are all urging the bankruptcy judge in Denver to
convert the Chapter 11 reorganization to a liquidation in
Chapter 7, where a trustee is appointed automatically.

The report notes that U.S. District Judge Amy Berman Jackson in
Washington wrote a 40-page opinion on March 5 dismissing United
Western's lawsuit against the U.S. Comptroller of the Currency
alleging that the regulatory takeover of the bank subsidiary was
"arbitrary and capricious."  She found that the Comptroller and
the Office of Thrift Supervision didn't abuse their discretion in
having the bank taken over by the FDIC.

According to the report, in the wake of the ruling, the U.S.
Trustee arranged an April 10 hearing on a motion originally filed
in October for conversion to Chapter 7.  JPMorgan, owed $13.6
million, joined in the conversion motion, as did the FDIC.

United Western's other main asset is a tax refund of $4.85
million, which the FDIC claims as receiver for the failed bank
subsidiary.

                       About United Western

United Western Bancorp, Inc., along with two affiliates, filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on
March 2, 2012.  Harvey Sender, Esq., at Sender & Wasserman, P.C.,
represents the Debtor.  Judge A. Bruce Campbell presides over the
case.

United Western listed the value of the assets as "unknown" while
showing $53.3 million in debt, including a $12.3 million secured
claim owing to JPMorgan Chase Bank NA.  The holding company listed
assets of $2.221 billion and liabilities of $2.104 billion on the
June 30, 2010, balance sheet, the last financial statement filed
before the bank was taken over.

United Western's deposits and branches were transferred by the
Federal Deposit Insurance Corp. to First-Citizens Bank & Trust Co.
of Raleigh, North Carolina.  When the bank was taken over, it had
$1.65 billion in deposits, the FDIC said.  The cost of the
takeover to the FDIC was $313 million, the FDIC said in a
statement at the time.


UNIVERSAL HEALTH: Can Hire Morgan Joseph as Investment Banker
-------------------------------------------------------------
Universal Health Care Group, Inc., sought and obtained court
permission to employ Morgan Joseph TriArtisan LLC as its
investment banker.

If the Debtor pursues one or more sale transactions, then Morgan
Joseph will:

   * update and familiarize itself to the extent it deems
     appropriate and feasible with the business, operations,
     properties, financial condition and management and prospects
     of the Debtor;

   * assist in preparing an offering memorandum for distribution
     and presentation to prospective purchasers;

   * assist in soliciting interest among prospective purchasers;

   * assist in evaluating proposals received from prospective
     purchasers;

   * advise the Debtor as to the structure of a Sale Transaction,
     including the valuation of any non-cash consideration;

   * assist in negotiating the financial terms and structure of a
     Sale Transaction;

   * assist in communications with the Debtor's lenders,
     regulatory authorities and others; and

   * assist in consummating a Sale Transaction.

If a Transaction is consummated, Morgan Joseph will receive a fee
equal to the sum of:

   (a) 1.0% of the cumulative Aggregate Gross Consideration of the
       Sale Transaction up to the cumulative AGC of $30,000,000;
       plus

   (b) 2.5% of the cumulative AGC of the Sale Transaction above
       $30,000,000 and up to and including $45,000,000; plus

   (c) 7.5% of the cumulative AGC of the Sale Transaction in
       excess of $45,000,000.

Before the Debtor's bankruptcy filing, Morgan Joseph was employed
by BankUnited as part of preparations for an Article 9 sale of the
Debtor's assets subject to BankUnited's liens and security
interests.  Morgan Joseph earned and received from BankUnited
$50,000.  The Debtor does not believe Morgan Joseph's prior
employment by BankUnited creates an impediment to the firm's
retention.  The Debtor submits Morgan Joseph is a "disinterested
person" within the meaning of Sections 101(14) and 327 of the
Bankruptcy Code.

                   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 co-counsel to the Debtor.  Katten Muchin Rosenman
LLP serves as the Debtor's general bankruptcy counsel.


UNIVERSAL HEALTH: Hires Katten Muchin & Stichter Riedel as Counsel
------------------------------------------------------------------
Universal Health Care Group, Inc., obtained court permission to
employ Katten Muchin Rosenman LLP as its general bankruptcy
counsel and Stichter, Riedel, Blain & Prosser P.A. as co-counsel.

Stichter Riedel will render legal advice with respect to the
Debtor's powers and duties as debtor-in-possession, the continued
operation of the Debtor's business, and the management of its
property, among others.  The firm will be paid based on its
ordinary and customary rates.

The Troubled Company Reporter reported on Feb. 14, 2013, that
Katten has represented the Debtor previously with respect to the
negotiation of a secured credit facility.  As a result, Katten has
become intimately familiar with the Debtor's business, corporate
and capital structure, and its financial posture.  The Debtor
believes the employment of Katten will enhance and will
not duplicate the services to be provided by the Debtor's local
bankruptcy counsel, Strichter, Riedel, Blain & Prosser, P.A., and
the employment of other professionals retained by the Debtor to
perform specific tasks that are unrelated to the work to be
performed by Katten.  Katten intends to (a) charge for its legal
services in tenths of hours in accordance with its ordinary and
customary hourly rates in effect on the date services are rendered
and (b) seek reimbursement of actual and necessary out-of-pocket
expenses.  Katten has advised the Debtor that the current hourly
rates for the attorneys proposed to actively represent the Debtor
are:

      Professional          Hourly Rate
      ------------          -----------
      Kenneth E. Noble          $850
      Jeff J. Friedman          $880
      Matthew W. Olsen          $650
      Kevin M. Baum             $430
      Bertrand J. Choe          $410

Generally, Katten's hourly rates are:

      Title                 Hourly Rate
      -----                 -----------
      Partners              $645 to $1,090
      Associates            $345 to $665
      Paralegals            $160 to $420

The Debtor believes both firms are "disinterested" as required by
Section 327(a) of the Bankruptcy Code and Bankruptcy Rule 2014.

                   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 co-counsel to the Debtor.  Katten Muchin Rosenman
LLP serves as the Debtor's general bankruptcy counsel.


UNIVERSAL HEALTH: Ad Hoc Equity Committee Wants Examiner Appointed
------------------------------------------------------------------
Don DeFosset, John J. Rush, M.D., and Al Austin, as an ad hoc
steering committee for equity security holders of Universal Health
Care Group, Inc., in mid-March filed a motion asking the U.S.
Bankruptcy Court for the Middle District of Florida to appoint an
examiner in the Debtor's Chapter 11 case.

The Ad Hoc Committee contends there is cause for the appointment
of an examiner in the Debtor's case.  Appointment of an examiner
serves the best interests of creditors and equity security holders
and other interests of the estate. The appointment of an examiner
under Section 1104(c)(2) to investigate the affairs of the
Debtor and its operating subsidiaries will provide the most cost-
effective means of performing the critical investigation that is
called for under the facts and circumstances of the case with
respect to these issues:

   (a) the actions of the officers and directors of the Debtor and
       its operating subsidiaries (who are believed to be
       substantially the same across all of the entities) that
       caused (i) the State of Florida to seek to place the
       subsidiaries into an insurance receivership and (ii) the
       Debtor to seek bankruptcy protection to sell substantially
       all of its assets at a greatly diminished value;

   (b) potential claims against any D&O insurance policies of the
       Debtor and its operating subsidiaries that may exist to
       bring value to the Debtor's estate; and

   (c) the actions of the Debtor's secured lenders, including
       BankUnited, N.A. as administrative agent for certain
       secured lenders, in causing the Debtor to seek Chapter 11
       protection to sell substantially all of its assets at a
       greatly diminished value, thereby depriving equity security
       holders of the value of their investment in the Debtor.

                   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 co-counsel to the Debtor.  Katten Muchin Rosenman
LLP serves as the Debtor's general bankruptcy counsel.


VANGUARD HEALTH: Moody's B2 CFR Remains After Medicaid Deal Loss
----------------------------------------------------------------
Moody's Investors Service commented that the announcement that
Vanguard Health System, Inc.'s was not awarded an acute care
program contract by the Arizona Health Care Cost Containment
System (AHCCCS) for the year commencing October 1, 2013 is a
credit negative.

Vanguard currently covers lives in nine Arizona counties through
its subsidiary, VHS Phoenix Health Plan, under a contract with the
AHCCCS that expires September 30, 2013.

The loss of the contract will reduce revenue and EBITDA in
Vanguard's health plan operations. However, there is no change to
Vanguard's B2 Corporate Family Rating, B2-PD Probability of
Default Rating or stable rating outlook.

Vanguard owns and operates 28 acute care and specialty hospitals
and complementary facilities and services in metropolitan Chicago,
Illinois; metropolitan Phoenix, Arizona; metropolitan Detroit,
Michigan; San Antonio, Texas; Harlingen and Brownsville, Texas;
and Worcester and metropolitan Boston, Massachusetts. Vanguard
Health recognized revenue, net of the provision for bad debt, of
approximately $6.0 billion for the twelve months ended December
31, 2012.


VERTAFORE INC: New Senior Debt Facilities Get Moody's B1 Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Vertafore,
Inc.'s new senior secured credit facilities. The proceeds will
refinance Vertafore's existing senior secured credit facilities,
and the ratings on the existing secured revolving credit and term
loan will be withdrawn upon close.

Ratings Rationale:

Vertafore's debt to EBITDA of about 7.2x is high, especially given
Vertafore's small scale and concentrated business profile as a
niche provider of software for the property and casualty insurance
market. Nonetheless, Vertafore generates relatively predictable
cash flows due to recurring revenues and the market structure as
Vertafore is one of the two leading providers. The stable rating
outlook reflects Moody's expectation that Vertafore will maintain
its market position and will generate gradually increasing free
cash flow (FCF) and profitability over the near term. The rating
could be upgraded if Vertafore increases market share with
improving profit margins and FCF, and uses FCF to reduce debt such
that Moody's expects FCF to debt (Moody's adjusted) will increase
into the upper single digits percent. The rating could be
downgraded if Vertafore fails to increase revenues or debt to
EBITDA (Moody's adjusted) does not steadily improve towards the 6x
level or Moody's expects FCF to debt (Moody's adjusted) to remain
below 3% for an extended period.

Assignments:

Senior Secured Revolving Credit Facility: B1, LGD3-35%

Senior Secured Term Loan: B1, LGD3-35%

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

Vertafore, based in Bothell, Washington, provides enterprise
resource planning services for retail agents and document/workflow
management solutions for property and casualty insurance carriers.
In 2013, Moody's expects Vertafore to generate revenues of at
least $330 million and free cash flow of at least $40 million.


VIGGLE INC: Chairman and CEO Owns 73.4% Equity Stake at March 11
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Robert F.X. Sillerman disclosed that, as of
March 11, 2013, he beneficially owns 97,245,006 shares of common
stock of Viggle Inc. representing 73.4% of the shares outstanding.
Mr. Sillerman is the Executive Chairman and Chief Executive
Officer of the Company.  He is also the Executive Chairman and
Chief Executive Officer of SFX Entertainment Inc., 430 Park
Avenue, 6th Floor, New York, NY  10022.  A copy of the regulatory
filing is available for free at http://is.gd/Sk8hxc

                           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.


WESB PAYMENT: Lien Waived for Giving Collateral to Trustee
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a secured creditor with a possessory lien waived a
security interest by turning collateral over to the trustee
without having sought or being granted adequate protection.

The report recounts that the lender had a possessory security
interest in a deposit account belonging to a bankrupt check-
cashing service.  On bankruptcy, there was more than $900,000 in
the account.  The Chapter 7 trustee demanded turnover of the
funds.  The lender estimated there would be chargebacks of $50,000
and turned over the remainder to the trustee, without seeking
adequate protection.  It turned out there were more than $500,000
in chargebacks.  The bankruptcy judge ruled that the lender waived
the security interest on turning over the funds.

According to the report, in an opinion by U.S. Bankruptcy Judge
Arthur B. Federman in Kansas City, Missouri, the Bankruptcy
Appellate Panel for the Eighth Circuit reached the same
conclusion.  Judge Federman said the result would have been
different were collateral of the type with a security interest
perfected by a U.C.C. filing.  In that case, the security interest
would survive turnover to a trustee.

When perfection is accomplished through possession, such as
through possession of a deposit account, the security interest is
waived on turnover, unless the bankruptcy court grants adequate
protection, Judge Federman ruled, according to the report.  In the
case of a security interest by perfection, Judge Federman said
that demanding adequate protection is necessary so the "trustee
and the unsecured creditors may be made aware that the funds being
held by the trustee are not available for estate administration."

The case is North American Banking Co. v. Leonard (In re
WEB2B Payment Solutions Inc.), 12-6047, U.S. Eighth Circuit
Bankruptcy Appellate Panel (St. Louis).

WEB2B Payment Solutions, Inc., sought Chapter 11 protection
(Banrk. D. Minn. Case No. 11-42325) on April 4, 2011.  Kenneth
Corey-Edstrom, Esq., at Larkin Hoffman Daly & Lingren LTD serves
as counsel to the Debtor. The Debtor estimated assets and debts of
$1,000,001 to $10,000,000.  A copy of the petition is available at
http://bankrupt.com/misc/mnb11-42325.pdf


WILLDAN GROUP: $300K Profit in Q4; In Breach of Covenants
---------------------------------------------------------
Willdan Group, Inc. on March 26 announced financial results for
its fourth quarter and fiscal year 2012 ended December 28, 2012.

For the fourth quarter of 2012, Willdan reported total contract
revenue of $22.9 million and net income of $0.3 million, or $0.04
per basic and diluted share.

For the fiscal year ended December 28, 2012, Willdan reported
total contract revenue of $93.4 million and a net loss of $17.3
million, or $2.37 per basic and diluted share.

Tom Brisbin, Willdan's Chief Executive Officer, stated: "Our
fourth quarter revenue and earnings were in line with our
expectations.  We continued to carefully manage expenses during
the quarter and we generated positive cash flow from operations."

                   Fourth Quarter 2012 Results

For the fourth quarter of fiscal 2012, revenue was $22.9 million,
down $7.1 million, or 23.5%, from revenue of $30.0 million for the
comparable period last year.  On a sequential basis, revenue was
up $1.4 million, or 6.5%, from the third quarter of 2012.  Income
from operations was $1.2 million for the fourth quarter of fiscal
2012, as compared to income from operations of $0.3 million for
the comparable period last year.  On a sequential basis, income
from operations decreased $0.2 million from $1.4 million in the
third quarter of 2012.

Net income was $0.3 million for the fourth quarter of fiscal 2012,
as compared to a net loss of $0.8 million in the comparable period
last year and net income of $0.8 million in the third quarter of
2012.

Basic and diluted earnings per share for the fourth quarter of
fiscal 2012 were $0.04 as compared to basic and diluted loss per
share of $0.11 for the comparable period last year.

Willdan generated $0.7 million in cash flow from operations in the
fourth quarter of fiscal 2012.

                    Fiscal Year 2012 Results

Revenue for fiscal year 2012 was $93.4 million, a decrease of
$13.7 million, or 12.8%, from revenue of $107.2 million for fiscal
year 2011.  Loss from operations was $19.3 million for fiscal year
2012 as compared to income from operations of $3.4 million for
fiscal year 2011.  Net loss was $17.3 million for fiscal year
2012, including a $15.2 million goodwill impairment charge, as
compared to net income of $1.8 million for fiscal year 2011.

Basic and diluted loss per share for fiscal year 2012 was $2.37,
as compared to basic and diluted earnings per share of $0.25 and
$0.24, respectively, for fiscal year 2011.

Willdan generated $5.3 million in cash flow from operations in the
year ended December 28, 2012.

                  Liquidity and Capital Resources

Willdan had $10.0 million in cash and cash equivalents at December
28, 2012, compared with $3.0 million at December 30, 2011.
Willdan has a $5.0 million revolving line of credit with Wells
Fargo Bank, National Association, with $3.0 million in outstanding
borrowings at December 28, 2012.  In addition, the revolving line
of credit is scheduled to expire on April 1, 2013.  Wells Fargo
may also refuse to renew the facility when it expires on April 1,
2013 and if they do so, Willdan will have to repay the outstanding
balance of $3.0 million.

Willdan is currently in breach of the net income covenant in its
revolving line of credit because it did not have net income of at
least $250,000 measured on a rolling four quarter basis and it
sustained net losses for two consecutive quarters in the past
year.  Additionally, Willdan's ratio of funded debt to EBITDA
exceeds the limits permitted under the line of credit.  Because of
these covenant breaches, Willdan's ability to borrow additional
funds under the line of credit is currently subject to Wells
Fargo's discretion.  Although Willdan is seeking a waiver from
Wells Fargo for the current breach of the covenants and to extend
the maturity of the line of credit, Wells Fargo is not obligated
to provide any waiver or modify the terms of the agreement and
could choose to increase the interest rate of the outstanding
indebtedness, accelerate the loans outstanding under the line of
credit and/or terminate its commitments under the line of credit.

A copy of the Willdan Group's earnings release is available for
free at http://is.gd/iZH8oj

Anaheim, California-based Willdan Group, Inc. --
http://www.willdan.com-- is a provider of
professional technical and consulting services to public agencies
at all levels of government, public and private utilities, and
commercial and industrial firms.  It enables these entities to
provide a wide range of specialized services without having to
incur and maintain the overhead necessary to develop staffing in-
house.


WILLEM BRON: Dairy Wins Confirmation of Amended Chapter 11 Plan
---------------------------------------------------------------
Bankruptcy Judge Frank L. Kurtz confirmed the Chapter 11 plan of
reorganization, as amended, filed by debtors Willem Bron and Mary
Teresa Bron, husband and wife, d/b/a Bron Dairy.

Yakima County Treasurer, Lisa McMahon-Myhran on behalf of US Bank
National Association, Jeff Simpson on behalf of AmericanWest Bank,
and Daniel Radin, on behalf of State of Washington, had objected
to the earlier version of the Plan.  The First Amended Chapter 11
Plan of Reorganization and First Amended Chapter 11 Disclosure
Statement were filed Dec. 5, 2012.  The Court approved the amended
disclosure statement on Dec. 7.

The Debtor, Internal Revenue Service, State of Washington by
Daniel Radin, John Deere Credit by Josh Busey and AmericanWest
Bank by Jeff Simpson have stipulated and agreed to amended
provisions which should modify the First Amended Chapter 11 Plan.

The revised Amended Plan provides for, among others, these
provisions:

     -- The State of Washington Department of Labor & Industries
filed its Proof of Claim on May 25, 2011, and Amended Proof of
Claim on Aug. 31, 2011, and is in the process of filing an
additional amended and updated Proof of Claim.  The Debtors agree
to pay the State of Washington Department of Labor & Industries
the unsecured priority debt owed in the approximate sum of
$11,116.70 together with interest as soon as cash surplus is
available, but in not less than 38 monthly payments of $360 per
month including interest at 12% per annum commencing 30 days from
"Date of Confirmation".  Taxes shall not be discharged until paid.

     -- Unsecured debt owed to the State of Washington Department
of Labor & Industries in the approximate sum of $1,567.55 shall be
paid as provided for in Class XIV below.
5. Paragraph captioned "Class IV: Internal Revenue Service" is
modified to read as follows:
CLASS IV: INTERNAL REVENUE SERVICE

     -- The Internal Revenue Service filed its Amended Proof of
Claim on Feb. 6, 2012.  The Debtors will pay the IRS all priority
debt owed believed to be the sum of $125,573.33 together with
interest per IRC6621 as of "Date of Confirmation" (currently 3%)
from "Date of Petition", as soon as cash funds are available but
in not less than the number of equal monthly payments equivalent
to the number of months remaining until May 2, 2016, i.e. 5 years
from the "Date of Petition". Payments shall commence 30 days after
"Date of Confirmation". The estimated payment assuming a
"Confirmation Date" of Dec. 1, 2012, including interest at 3% per
annum is $3,651.82.

     -- The IRS may assess tax owed, interested accrued and
penalties due by reason of non-receipt of Debtor's 2005 tax
return. The tax, interest and penalties asserted by IRS and
contested by the Debtors is approximately $15,000. If such tax,
interest and penalties are determined to be due, the tax, interest
and penalties will be non-dischargeable and shall be added to the
priority taxes and paid in remaining monthly payments so that all
taxes, interest and penalties will be fully paid on or before May
2, 2016.

     -- Any and all taxes which have accrued during administration
of the estate and remain unpaid will be calculated as of the "Date
of Confirmation" and will be paid in 12 equal monthly payments
commencing One month from the "Date of Confirmation" including any
interest and/or penalties. Taxes owed will not be discharged until
the Plan has been completed. Internal Revenue Service retains all
right of set-off.

     -- AmericanWest Bank filed its Proof of Claim on July 6,
2011.  The principal debt owed to AmericanWest Bank is
$2,324,096.89 as of March 5, 2013, including accruing interest,
late fees, attorney fees and advances which have been agreed to,
and is secured by various properties of the Debtors, including 961
milking cows, 484 heifers, dairy and two residences, the property
at beam road property, 5 horses and farm equipment, and other
personal property.  The value of the collateral is $6,379,723.

        The Debtors will pay AmericanWest Bank the Operating Note
with an unpaid balance of $609,837.75 as of March 5, 2013,
including late fees, advances and attorney fees together with
interest at variable rate calculated from March 5, 2013, in 72
equal monthly payments, in the sum of $9,405.46 commencing March
28, 2013, and continuing on the same date of each month thereafter
until the entire balance of principal, interest, late fees,
advances, attorney fees and costs are paid in full.  Borrowers
will pay this operating loan in 72 payments of $9,405.46 each
payment.  Borrowers' first payment is due March 28, 2013, and all
subsequent payments are due on the 28th day of each month
thereafter.  Borrowers' final payment will be due 72 months after
March 28, 2013, and will be for all principal, accrued interest,
late fees, advances and attorney fees and costs not yet paid.
Payments include principal and interest.

        The operating loan or, as it is commonly referred to as
the "cow loan", had an original indebtedness of $1.6 million.

        The Debtors will pay AmericanWest Bank the amount of its
remaining debt owed on the real estate loan in the sum of
$1,714,259.14 as of March 5, 2013, including accrued interest,
collection costs, late fees, advances and attorney fees, costs and
expenses in equal monthly payments amortized 20 years including
interest at 6% per annum calculated from March 5, 2013, in 179
equal monthly payments in the sum of $12,281.48 commencing March
28, 2013, and continuing on the same date of each month thereafter
with a final balloon payment of all remaining unpaid interest,
unpaid principal, unpaid collection costs, unpaid late fees,
unpaid advances, and unpaid attorney fees, costs and expenses due
180 months after March 28, 2013.

        The Debtors will also send periodic reports to the bank.

     -- John Deere/Deere & Company filed its Proof of Claim on May
26, 2011.  The debt owed to John Deere/Deere & Company is the
approximate sum of $125,100 plus interest, attorney fees and costs
to "Date of Confirmation", and secured by a purchase money
security interest in the JD 7300 Forage Harvester and JD 640C
Pickup Head.  The Debtors will pay John Deere/Deere & Company the
value of its Secured Claim in the approximate sum of $125,100,
attorney fees and costs plus interest at the contract rate of 2.9%
in monthly payments of $2,134.16 per contract commencing 30 days
from "Date of Confirmation" and continuing monthly thereafter
until the entire balance of principal and interest is paid in
full.  John Deere/Deere & Company is a fully secured creditor.

A copy of the Court's March 25 Findings of Fact and Conclusions of
Law is available at http://is.gd/hpdxTVfrom Leagle.com.

Willem Bron and Mary Teresa Bron, husband and wife, d/b/a Bron
Dairy, filed for Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No.
11-02217) on May 3, 2011.  Steven H. Sackmann, Esq., at Sackmann
Law Office, in Othello, Washington, represents the Debtors.


WILLIAM A. MARSH III: Repayment Plan Calls for Payment to Trustee
-----------------------------------------------------------------
Jim Wise, writing for News Observer, reports that District Court
Judge William A. "Drew" Marsh III and his wife, Sonja D. Marsh,
have filed for Chapter 13 bankruptcy.  Their petition, filed on
Dec. 21, 2012, in the U.S. Bankruptcy Court for North Carolina's
Middle District, shows they have liabilities of more than
$577,000, including $71,242 in federal, state and Durham County
taxes.  The Marshes' total assets are listed as $449,785.

The report says a statement filed March 11 shows their current
gross monthly income at $9,666, or $115,992 per year.  A repayment
plan submitted to the court in February calls for the Marshes to
pay $4,603.33 per month to their trustee, Durham attorney Richard
Hutson.  The plan calls for the Marshes to relinquish an office
condominium at 120 E. Parrish St. and a vacation timeshare at
Hilton Head, S.C.  Other debts include medical bills, a student
loan and homeowners association dues.


* Fitch Says FTC Bid to Rid Pay-to-Delay Could Cost Drug Makers
---------------------------------------------------------------
Fitch Ratings believes controlling growth in prescription drug
costs is clearly in focus as the U.S. Supreme Court begins hearing
arguments concerning the "pay-for-delay" practice. "We believe the
worst-case scenario for the industry would be a broad ruling that
states this practice is anti-competitive and illegal. That could
make it more difficult for generic drug manufacturers to bring a
product to market inside of the patent protection window and
increase the cost of patent litigation for the entire industry,"
Fitch says.

Growth in prescription drug spending has been relatively muted
over the past couple of years, in part due to the unprecedented
wave of branded drugs that lost patent protection. With the
industry now past the patent cliff, there is rising concern that
growth in prescription spending will tick upwards again, driven by
increased consumption of high cost specialty drugs and lesser
numbers of traditional branded drugs losing patent protection. A
generic drug typically costs consumers 85% to 90% less than the
branded alternative, resulting in a loss of about 90% of market
share for brand manufacturers.

An agreement between branded and generic drug manufacturers to
delay launch of a generic drug during the period of time when the
branded drug is under patent protection is not a new issue for the
industry. However, according to the U.S. Federal Trade Commission
(FTC), these agreements have recently been more likely to involve
a payment from the branded to the generic manufacturer, known as a
reverse-payment agreement. This has sparked FTC concern that
sharing of monopoly profit comes at a higher expense to consumers
of the branded drug product.

The industry argues that a prohibition against these agreements
could actually delay the launch of generic alternatives to branded
drugs, thereby increasing costs to consumers as there is no
requirement for a generic manufacturer to litigate patent
challenges. Patent litigation is an extremely costly and time-
consuming process, with generic manufacturers losing their case
approximately 50% of the time. Without the solution of these
settlement agreements, generic manufacturers would be forced to
litigate patent challenges to conclusion.

With that said, it is likely that a narrower decision may
eventually be handed down, based on comments made by the court
thus far. That decision could require the FTC to determine anti-
competitiveness and legality on a case-by-case basis, which would
be preferable to the industry relative to a broader decision
deeming the overall practice anti-competitive.


* Fitch Says High Yield Default Rate Remains Range Bound
--------------------------------------------------------
The U.S. high yield par default rate continues to track closely to
the 2012 year-end rate of 1.9%, according to Fitch Ratings. At the
end of February, it slipped modestly to 1.8% (mostly due to the
market's larger size), and Fitch projects a similar level for the
first quarter.

Defaults in February included Reader's Digest and chipmaker
Conexant Systems, affecting a combined $0.7 billion in bonds and
bringing the year-to-date tally to $2.8 billion (and issuer count
to six). This compares with $2.5 billion in defaults and six
issuers in the first two months of 2012.

To date, March has added filings from gaming operator Revel AC,
Inc. and phone directory publisher Dex Media, and two missed
interest payments from oil and gas company GMX Resources and
healthcare concern Rotech. These add an estimated $1.5 billion to
the year's default tally.


* Moody's Says Credit Card Charge-offs Spiked in February
---------------------------------------------------------
Moody's Credit Card Index reports that credit card charge-offs
increased in February even as early-stage delinquencies declined
and set a new all-time low. The improving rate of delinquencies,
especially early-stage delinquencies, is important because they
are reliable harbingers of future charge-off rates.

A new all-time low of 0.62% for early stage delinquencies
represents a decline of two basis points from last month, and a
single basis point below the previous low point set in December.
The overall delinquency rate index moved three basis points lower
to 2.29% in February, just a single basis point higher than the
all-time low set in December.

"Credit card charge-offs in February increased by five basis
points to 3.93% following January's post-crisis low of 3.88%, but
still remain near their lowest level since 1995, said Moody's AVP-
Analyst Jeff Hibbs, author of the report, "Credit Card Charge-offs
Tick Higher in February, Early-stage Delinquencies Set New All-
time Low."

While both early-stage and total delinquencies remain at or near
all-time lows, the pace of improvement is slowing, according to
the Moody's report.

"The trend portends a slowing pace of improvement in the charge-
off rate, which is consistent with our 2013 forecast, which has
the charge-off rate index remaining between 3.5% and 4.5%," said
Hibbs.

After January's all-time high of 24.01%, the payment rate index
experienced a sharp seasonal decline to 21.30% in February, driven
by seasonal factors.

"February has fewer days to gather collections from cardholders
but that is not the only seasonal factor," said Hibbs. "The strong
payment rate of January following the holiday season also reduces
the allocation of collateral pools towards balances of cardholders
that pay in full each month."


* FLSA Liabilities Transfer in Buyouts, 7th Circ. Says
------------------------------------------------------
Bill Donahue of BankruptcyLaw360 reported that the Seventh Circuit
ruled Tuesday in a precedential opinion that electrical
engineering firm Thomas & Betts Power Solutions inherited the
federal employment law liabilities of a smaller company when it
bought the company's assets out of insolvency.

The report related that most states limit an acquiring company's
exposure to a predecessor's obligations, but U.S. Circuit Judge
Richard Posner said a tougher, federal standard for so-called
successor liability applies when it comes to any federal labor
statutes, including the Fair Labor Standards Act.


* Undistributed Money in Chapter 13 Goes to Bankrupt in Chapter 7
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports a federal district judge in San Antonio, Texas, agreed
with the U.S. Court of Appeals in Philadelphia and ruled March 22
that undistributed money held by a Chapter 13 trustee on
conversion of a case to Chapter 7 goes to the bankrupt and isn't
distributed to creditors.

According to the report, U.S. District Judge David Alan Ezra from
Hawaii, sitting by designation in Texas, agreed with now-retired
Bankruptcy Judge Leif Clark by concluding that the money goes to
the bankrupt.  Judge Ezra said that giving the money back comports
with the "congressional policy of encouraging debtors to attempt a
Chapter 13, without penalty if that attempt fails."  The judge
noted that the U.S. Court of Appeals in New Orleans, which covers
Texas, is yet to rule on the issue.

According to the report, the Third Circuit's decision was a 2-1
opinion written by Circuit Judge Thomas L. Ambro, who was a
bankruptcy lawyer before appointment to the bench.  He said that
the Bankruptcy Code by itself provided no "clear answer" and
"separate provisions seemingly lead to divergent results."

The case is Viegelahn v. Harris (In re Harris), 12-cv-00540, U.S.
District Court, Western District of Texas (San Antonio).


* Argentina Denied En Banc 2nd Circ. Review in Bond Case
--------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that the Second
Circuit on Tuesday shot down Argentina's request for an en banc
rehearing of a panel's finding that it owes $1.4 billion to
bondholders after a 2001 default on its sovereign debt and should
be barred from paying off other debt first.

The report said Argentina had argued that the panel's Oct. 26
ruling, which ordered it to pay private equity firm NML Capital
Ltd. and other investors who opted out of restructuring offers
Argentina extended in 2005 and 2010, will make voluntary debt
restructuring by sovereign nations.


* California Watches as Pacific Grove Goes after CalPERS
--------------------------------------------------------
Tim Reid, writing for Reuters, reported that officials of a tiny
California city say they believe overbilling by state pension
system Calpers has pushed up municipal debt to unsustainable
levels, and they have hired a bankruptcy attorney to explore ways
to lower payments to the system.

According to the Reuters report, municipal bankruptcy experts said
other cash-strapped California cities and towns will be watching
Pacific Grove, a coastal city of 15,000 south of San Francisco, to
see how it resolves its issues with the California Public
Employees' Pension Fund (Calpers), the largest U.S. pension
system.

Calpers, which manages $254 billion in assets, said it will
provide the additional information Pacific Grove has asked for by
April 15 but the pension fund also said it has calculated city
pension payments carefully and provided Pacific Grove with
detailed calculations and accounting methods in yearly reports,
Reuters related.

"We can't afford to keep paying Calpers at the current rates --
and we can't afford to get out," Bill Kampe, Pacific Grove's
mayor, told Reuters. "Fundamentally, we want to pay less to
Calpers."


* JPMorgan Chase Faces Full-Court Press of Federal Investigations
-----------------------------------------------------------------
Jessica Silver-Greenberg and Ben Protess, writing for The New York
Times' DealBook, reported that as the nation's strongest bank,
JPMorgan Chase used to be known for carrying special sway with
regulators. Now it increasingly finds itself in the cross hairs of
federal authorities.

At least two board members are worried about the mounting
problems, and some top executives fear that the bank's
relationships in Washington have frayed as JPMorgan becomes a
focus of federal investigations, the DealBook said.

In a previously undisclosed case, prosecutors are examining
whether JPMorgan failed to fully alert authorities to suspicions
about Bernard L. Madoff, according to several people with direct
knowledge of the matter, the DealBook related.  And nearly a year
after reporting a multibillion-dollar trading loss, JPMorgan is
facing a criminal inquiry over whether it lied to investors and
regulators about the risky wagers, a case that could accelerate
when the Federal Bureau of Investigation and other authorities
interview top JPMorgan executives in coming weeks.

All told, at least eight federal agencies are investigating the
bank, including the Federal Deposit Insurance Corporation, the
Commodity Futures Trading Commission and the Securities and
Exchange Commission, the DealBook said.  Federal prosecutors and
the F.B.I. in New York are also examining potential wrongdoing at
JPMorgan.


* LPS' February Month-End Data Show Decline in Foreclosure Rates
----------------------------------------------------------------
Lender Processing Services, Inc. reports the following "first
look" at February 2013 month-end mortgage performance statistics
derived from its loan-level database representing approximately 70
percent of the overall market.

Total U.S. loan delinquency rate (loans 30 or more days past due,
but not in foreclosure): 6.80%

Month-over-month change in delinquency rate: -3.16%

Year-over-year change in delinquency rate: -6.51%

Total U.S. foreclosure pre-sale inventory rate: 3.38%

Month-over-month change in foreclosure presale inventory rate:
-0.98%

Year-over-year change in foreclosure presale inventory rate:
-19.58%

Number of properties that are 30 or more days past due, but not in
foreclosure: (A) 3,410,000

Number of properties that are 90 or more days delinquent, but not
in foreclosure: 1,483,000

Number of properties in foreclosure pre-sale inventory:
(B) 1,694,000

Number of properties that are 30 or more days delinquent or in
foreclosure:  (A+B) 5,104,000

States with highest percentage of non-current* loans: FL, NJ, MS,
NV, NY

States with the lowest percentage of non-current* loans: MT, AK,
WY, SD, ND

*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.

Notes:(1) Totals are extrapolated based on LPS Applied Analytics'
loan-level database of mortgage assets.(2) All whole numbers are
rounded to the nearest thousand.

The company will provide a more in-depth review of this data in
its monthly Mortgage Monitor report, which includes an analysis of
data supplemented by in-depth charts and graphs that reflect trend
and point-in-time observations.  The Mortgage Monitor report will
be available on LPS' Web site,
http://www.lpsvcs.com/LPSCorporateInformation/CommunicationCenter/
DataReports/Pages/Mortgage-Monitor.aspx by April 4, 2013.

                 About Lender Processing Services

LPS -- http://www.lpsvcs.com-- delivers comprehensive technology
solutions and services, as well as powerful data and analytics, to
the nation's top mortgage lenders, servicers and investors.  As a
proven and trusted partner with deep client relationships, LPS
offers the only end-to-end suite of solutions that provides major
U.S. banks and many federal government agencies the technology and
data needed to support mortgage lending and servicing operations,
meet unique regulatory and compliance requirements and mitigate
risk.

These integrated solutions support origination, servicing,
portfolio retention and default servicing.  LPS' servicing
solutions include MSP, the industry's leading loan-servicing
platform, which is used to service approximately 50 percent of all
U.S. mortgages by dollar volume.  The company also provides
proprietary data and analytics for the mortgage, real estate and
capital markets industries.  Lender Processing Services is a
Fortune 1000 company headquartered in Jacksonville, Fla.,
employing approximately 8,000 professionals.


* New York Hottest Market for Distressed Real Estate Activity
-------------------------------------------------------------
Cole Schotz on March 26 announced the findings of its Outlook on
the Commercial Real Estate and Debt Markets in 2013 Poll, which
reveals that investment management funds still view New York and
South Florida as the markets that will be most active in real
estate deals in the year ahead.  At an industry panel discussion
led by Cole Schotz, the law firm conducted a real-time poll of
representatives from the world's leading investment firms who were
in attendance to discuss the state of the commercial real estate
and debt markets.

In ranking geographic markets based on how much activity
participants expected to see in 2013, on a scale of 1 to 10, New
York ranked highest with an average 9.2 ranking, with South
Florida ranked the second hottest market for 2013 with a 7.3
average ranking.  Los Angeles, Boston, Dallas, Washington, D.C.,
and Las Vegas were all ranked above 5.0.

Trends in real estate dealmaking: CMBS activity to increase in
2013

Compared to 2012, 96% of the polled investment advisors responded
that CMBS activity will increase in 2013, while 76% expect equity
deals to increase, 64% expect the interest rate for CMBS loans to
increase, and 60% of respondents anticipate an increase in
opportunities to acquire debt from community, regional, and
institutional banks.  Interestingly, 68% of participants expect
bankruptcy/foreclosure-driven deals to decrease in 2013 compared
with 2012 activity, and 56% also anticipate a decrease in the cap-
rate for commercial properties.

Despite industry predictions that combination equity-debt deals
would decrease in 2013, 84% of participants in Cole Schotz's real-
time poll responded that they think there will in fact be more
combination equity-debt deals in 2013 compared with 2012.  Of the
respondents, 76% said they think they will do a combination of
both equity and debt deals in 2013, compared to 20% who responded
that they would do only equity deals and the 4% who think they
will do only debt deals.

Trends in fund raising: Foreign investors will be largest source
of capital

In terms of fund raising, on a scale of one to ten with ten being
very strong, respondents indicated that foreign investors, with an
average ranking of 8.2, and family offices/high-net-worth
individuals, with an average ranking of 7.6, would be the
strongest for raising capital in 2013.  Institutional money and
friends and family were ranked not far behind.

The real-time Outlook on the Commercial Real Estate and Debt
Markets in 2013 Poll was conducted using presentation testing
dials and analysis tools at the "Panel Discussion on the
Commercial Real Estate and Debt Markets," hosted by the Cole
Schotz Real Estate Special Opportunities Group at The Penn Club in
New York City on March 21, 2013.  Featured panelists and event
attendees, who participated in the real-time poll, were executives
and representatives from leading investment firms including The
Savanna Fund, Torchlight Investors, Canyon Capital Realty Advisors
LLC, and Cantor Commercial Real Estate, among others.

                            Commentary

Leo Leyva, Department Co-Chair and Partner, Real Estate Special
Opportunities Group, Cole Schotz

"The Cole Schotz Outlook on the Commercial Real Estate and Debt
Markets Poll provides insights from leading investment firms in an
effort to better understand distressed debt deals for the year
ahead.  We wanted to take the opportunity to gather data and
predictions from the attendees at our panel event while they were
all in one room, and we were pleased the data we were able to
gather through the real-time poll is extremely valuable for the
industry.  Cole Schotz formed the Real Estate Special
Opportunities Group to respond to the growing number of distressed
debt acquisitions, restructurings, and workouts and to build upon
our experience working on these very deals for over 15 years.  The
panel discussion and real-time poll further demonstrate our
commitment to the commercial real estate and debt markets, and we
are confident that the data collected in this poll will be a
helpful resource for the industry in making decisions in the year
ahead."

"We were particularly surprised that respondents did not rank
Washington, D.C. as a hotter geographic market for real estate
deals, as we are seeing a lot of activity already there and
anticipate more."

Leo Leyva from Cole Schotz's Real Estate Special Opportunities
Group is available to speak with the media further about the poll.

                        About Cole Schotz

The Cole Schotz Real Estate Opportunities Group focuses on
distressed debt acquisitions, restructurings, and workouts,
combining lawyers from Cole Schotz's real estate, litigation,
bankruptcy, and corporate departments.  Cole Schotz formally
launched the group almost one year ago after more than 15 years of
working on these deals.

Cole Schotz serves clients throughout the United States with
offices in New York, New Jersey, Delaware, Maryland, and Texas.
The firm represents hundreds of closely-held businesses and
individuals -- many for decades -- as well as Fortune 500
companies.  Founded in 1928, the firm has grown to 114 attorneys
who work in the following primary areas of practice: Bankruptcy &
Corporate Restructuring; Construction Services; Corporate; Finance
& Business Transactions; Employment Law; Environmental Law;
Intellectual Property; Litigation; Real Estate; Real Estate
Special Opportunities; Tax; Trusts & Estates; and White Collar
Defense & Investigations.


* Solus Funds Raise $1.1 Billion to Invest in Bankruptcy Claims
---------------------------------------------------------------
Kelly Bit, writing for Bloomberg's Businessweek, reports that
Solus Alternative Asset Management LP raised $1.1 billion for two
funds that invest in bankruptcy claims and are overseen by a team
including Scott Martin and C.J. Lanktree, former co-heads of
distressed products at Deutsche Bank AG.  Solus Recovery Fund I
and II gathered the money within the last 12 months, the firm said
in a letter to clients dated March 5, a copy of which was obtained
by Bloomberg News.

Bloomberg says the Solus Recovery funds have traded bankruptcy
claims in cases including MF Global Holdings Ltd., Bernard L.
Madoff Investment Securities Inc., and Lehman Brothers Holdings
Inc., according to a person with knowledge of the matter, who
asked not to be identified because the information isn't public.


* KCC Named National Law Journal's Best Claims Administrator
------------------------------------------------------------
ALM's The National Law Journal recognized KCC www.kccllc.com, a
Computershare company, as "The Best Claims Administrator" in their
reader's choice rankings.  A leading administrative-support
services provider for the legal and financial industries, KCC won
this category for the second consecutive year for its corporate
restructuring and class action administration services.

More than 5,000 legal professionals participated in the reader's
choice rankings, voting in 65 different categories for companies
providing the best services, products or education to U.S. law
firms.

"Responsive client service, industry expertise and innovative
technology solutions have been the foundation of our offerings for
more than a decade," said KCC President, Bryan Butvick.  "This
recognition inspires us to continue to add substantive value to
the claims administration process in progressive ways through our
people, practices and technology."

KCC streamlines the administrative process of corporate
restructuring, class action, and legal document management through
innovative solutions and industry expertise.  Founded in 2001 by
former attorneys, KCC focuses on clients' needs from the
perspective of legal professionals.

ALM's market-leading brands include The American Lawyer, Corporate
Counsel, GlobeSt.com, Insight Conferences, Law.com, Law Journal
Press, Law Technology News, LegalTech, The National Law Journal
and Real Estate Forum.  ALM is a leading provider of specialized
business news, research and information, focused primarily on the
legal and commercial real estate sectors.

                          About KCCKCC

kccllc.com, a Computershare company, provides administrative-
support services that help legal professionals realize time and
cost efficiencies.  With an integrated suite of corporate
restructuring, class action and legal document management
solutions, KCC alleviates the administrative challenges of today's
legal processes and procedures.  KCC has gained client and
industry recognition for its industry expertise, professional-
level client service and proprietary technologies.

                About Computershare Limited (CPU)

Computershare (asx:CPU) -- http://www.computershare.com-- is a
global market leader in transfer agency and share registration,
employee equity plans, proxy solicitation and stakeholder
communications.  It also specializes in corporate trust services,
tax voucher solutions, bankruptcy administration and a range of
other diversified financial and governance services.

Founded in 1978, Computershare is renowned for its expertise in
data management, high volume transaction processing, payments and
stakeholder engagement.  Many of the world's leading organizations
use these core competencies to help maximize the value of
relationships with their investors, employees, creditors, members
and customers.

Computershare is represented in all major financial markets and
has over 10,000 employees worldwide.


* New Dilworth Partner To Grow NYC Office From Scratch
------------------------------------------------------
Dilworth Paxson LLP announced the opening of its New York City
office, adding a seventh location to its regional presence. The
firm also welcomes Gregory Blue who will serve as resident partner
in charge of the office. Blue's practice is primarily devoted to
business litigation and representation of creditors, shareholders,
and official committees in complex bankruptcy cases.

"The firm's commitment to client service and its people are what
drew me to Dilworth Paxson," Blue noted. "It is an exceptional law
firm and will provide a solid platform for my expanding practice."

"Greg Blue is a wonderfully talented addition to our firm. Our New
York office will enable us to better serve our clients, many of
whom have significant and growing business and operations there.
The level of our practice in New York has grown considerably over
the past few years, and we determined it was the right time to
formally open an office in New York City," said Dilworth Chairman
Joseph H. Jacovini.

Mr. Blue may be reached at:

         Greg Blue, Esq.
         DILWORTH PAXSON LLP
         99 Park Avenue
         Suite 320
         New York, NY 10016
         Tel: (917) 675-4252
         Fax: (212) 208-6874
         E-mail: gblue@dilworthlaw.com


* 6th Cir. Appoints James Croom as Tennessee Bankruptcy Judge
-------------------------------------------------------------
The Sixth Circuit Court of Appeals appointed Bankruptcy Judge
James L. Croom to a fourteen-year term of office in the Western
District of Tennessee, effective March 20, 2013 (vice, Boswell).

          Honorable James L. Croom
          United States Bankruptcy Court
          111 S. Highland Avenue, Room 107
          Jackson, TN 38301

          Telephone: 731-421-9370
          Fax: 731-421-9377

          Law Clerk:

          Abby Little
          Telephone: 731-421-9372

          Term expiration: March 19, 2027


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Juan Martinez Lira
   Bankr. D. Ariz. Case No. 13-04049
      Chapter 11 Petition filed March 19, 2013

In re Woodmar IV Association, Inc.
        aka Woodmar IV Homeowners Association
   Bankr. D. Ariz. Case No. 13-04062
     Chapter 11 Petition filed March 19, 2013
         See http://bankrupt.com/misc/azb13-04062.pdf
         represented by: Janet Marie Spears, Esq.
                         ROWLEY CHAPMAN & BARNEY, LTD.
                         E-mail: janet@azlegal.com

In re Pyramid Logistics, LLC
   Bankr. C.D. Cal. Case No. 13-17126
     Chapter 11 Petition filed March 19, 2013
         See http://bankrupt.com/misc/cacb13-17126.pdf
         represented by: Anthony Egbase, Esq.
                         LAW OFFICES OF ANTHONY O. EGBASE & ASSOC.
                         E-mail: info@anthonyegbaselaw.com

In re Daniel Kavanaugh
   Bankr. C.D. Cal. Case No. 13-17140
      Chapter 11 Petition filed March 19, 2013

In re Phoenix Ink Corporation
   Bankr. M.D. Fla. Case No. 13-03448
     Chapter 11 Petition filed March 19, 2013
         See http://bankrupt.com/misc/flmb13-03448.pdf
         represented by: R. John Cole, II, Esq.
                         R. JOHN COLE, II, P.A.
                         E-mail: rjc@rjcolelaw.com

In re Harolyn Kearney
   Bankr. N.D. Ill. Case No. 13-10917
      Chapter 11 Petition filed March 19, 2013

In re Brenda Graham
   Bankr. W.D. Mich. Case No. 13-02132
      Chapter 11 Petition filed March 19, 2013

In re James Graham
   Bankr. W.D. Mich. Case No. 13-02132
      Chapter 11 Petition filed March 19, 2013

In re Richard Gregg
   Bankr. W.D. Mo. Case No. 13-60394
      Chapter 11 Petition filed March 19, 2013

In re Steve Hofsaess
   Bankr. D. Nev. Case No. 13-12210
      Chapter 11 Petition filed March 19, 2013

In re Aries Cove, LLC
   Bankr. N.D.N.Y. Case No. 13-10678
     Chapter 11 Petition filed March 19, 2013
         See http://bankrupt.com/misc/nynb13-10678.pdf
         represented by: Barbara A. Whipple, Esq.
                         BARBARA WHIPPLE NY
                         E-mail: attybwhipple@gmail.com

In re RHR Partners
   Bankr. S.D. Tex. Case No. 13-31583
     Chapter 11 Petition filed March 19, 2013
         See http://bankrupt.com/misc/txsb13-31583.pdf
         Filed as Pro Se

In re Maritza Irizarry, M.D. P.C.
        dba Sunshine Pediatrics
          fdba Maritza Irizarry MD Inc.
            fdba Sunshine Pediatrics PC
   Bankr. D. Ariz. Case No. 13-04163
     Chapter 11 Petition filed March 20, 2013
         See http://bankrupt.com/misc/azb13-04163.pdf
         represented by: Dennis J. Wortman, Esq.
                         Dennis J. Wortman, P.C.
                         E-mail: djwortman@azbar.org

In re True Blue Imports, LLC
   Bankr. D. Ariz. Case No. 13-04183
     Chapter 11 Petition filed March 20, 2013
         See http://bankrupt.com/misc/azb13-04183.pdf
         represented by: Michael T. Reynolds, Esq.
                         Reynolds Legal Group, PLLC
                         E-mail: michael@reynoldsazlaw.com

In re Whitney Lynn
   Bankr. C.D. Cal. Case No. 13-11900
      Chapter 11 Petition filed March 20, 2013

In re Gilbert Wever
   Bankr. N.D. Cal. Case No. 13-10553
      Chapter 11 Petition filed March 20, 2013

In re Delta Aggrigate, LLC
   Bankr. S.D. Fla. Case No. 13-16220
     Chapter 11 Petition filed March 20, 2013
         See http://bankrupt.com/misc/flsb13-16220.pdf
         Filed pro se

In re Zen Group, Inc.
   Bankr. N.D. Ill. Case No. 13-11183
     Chapter 11 Petition filed March 20, 2013
         See http://bankrupt.com/misc/ilnb13-11183.pdf
         represented by: John Ellsworth, Esq.
                         Ellsworth Law Group
                         E-mail: ellsworthlegal@yahoo.com

In re Disc Heat, LLC
        aka dba Suede
   Bankr. D. Kans. Case No. 13-10568
     Chapter 11 Petition filed March 20, 2013
         See http://bankrupt.com/misc/ksb13-10568.pdf
         represented by: Nicholas R Grillot, Esq.
                         Redmond & Nazar, LLP
                         E-mail: ngrillot@redmondnazar.com

In re Jess Company, Inc.
   Bankr. W.D. Ky. Case No. 13-31131
     Chapter 11 Petition filed March 20, 2013
         See http://bankrupt.com/misc/kywb13-31131.pdf
         represented by: Richard A. Schwartz, Esq.
                         Kruger & Schwartz
                         E-mail: rick@ks-laws.com

In re Antonio Ospina
   Bankr. D. Mass. Case No. 13-11498
      Chapter 11 Petition filed March 20, 2013

In re Chrima Real Estate Holding Company, LLC
   Bankr. D. Mass. Case No. 13-11500
     Chapter 11 Petition filed March 20, 2013
         See http://bankrupt.com/misc/mab13-11500.pdf
         represented by: Timothy M. Mauser, Esq.
                         Law Office of Timothy Mauser, Esq.
                         E-mail: tmauser@mauserlaw.com

In re Meck, Inc.
   Bankr. D. Mass. Case No. 13-11501
     Chapter 11 Petition filed March 20, 2013
         See http://bankrupt.com/misc/mab13-11501.pdf
         represented by: Timothy M. Mauser, Esq.
                         Law Office of Timothy Mauser, Esq.
                         E-mail: tmauser@mauserlaw.com

In re Better Business Homes, LLC
   Bankr. E.D. Mo. Case No. 13-42343
     Chapter 11 Petition filed March 20, 2013
         See http://bankrupt.com/misc/moeb13-42343.pdf
         Filed pro se

In re Norwood Palace LLC
   Bankr. E.D.N.Y. Case No. 13-41591
     Chapter 11 Petition filed March 20, 2013
         See http://bankrupt.com/misc/nyeb13-41591.pdf
         represented by: Bruce Weiner, Esq.
                         Rosenberg Musso & Weiner LLP
                         E-mail: rmwlaw@att.net

In re Belmont Medical Group, PC
   Bankr. M.D. Tenn. Case No. 13-02500
     Chapter 11 Petition filed March 20, 2013
         See http://bankrupt.com/misc/tnmb13-02500.pdf
         represented by: Ben Hill Thomas, Esq.
                         BHT Law, PLLC
                         E-mail: ben@benhthomaslaw.com

In re Dog Gone Travel
   Bankr. S.D. Tex. Case No. 13-31608
     Chapter 11 Petition filed March 20, 2013
         Filed pro se

In re William Bignell
   Bankr. W.D. Wis. Case No. 13-11498
      Chapter 11 Petition filed March 20, 2013


In re KFRE Group, Inc.
   Bankr. C.D. Cal. Case No. 13-11946
     Chapter 11 Petition filed March 21, 2013
         See http://bankrupt.com/misc/cacb13-11946.pdf
         Filed as Pro Se

In re Nathan Hirsch
   Bankr. C.D. Cal. Case No. 13-17295
      Chapter 11 Petition filed March 21, 2013

In re Robert Stone
   Bankr. M.D. Fla. Case No. 13-01715
      Chapter 11 Petition filed March 21, 2013

In re David Godwin
   Bankr. C.D. Ill. Case No. 13-80551
      Chapter 11 Petition filed March 21, 2013

In re Bay Group Health Care, LLC
   Bankr. N.D. Ill. Case No. 13-11486
     Chapter 11 Petition filed March 21, 2013
         See http://bankrupt.com/misc/ilnb13-11486.pdf
         represented by: Ben L. Schneider, Esq.
                         SCHNEIDER & STONE
                         E-mail: ben@windycitylawgroup.com

In re Adam Heneghan
   Bankr. N.D. Ill. Case No. 13-11573
      Chapter 11 Petition filed March 21, 2013

In re Devening Block, Inc.
   Bankr. S.D. Ind. Case No. 13-02678
     Chapter 11 Petition filed March 21, 2013
         See http://bankrupt.com/misc/insb13-02678p.pdf
         See http://bankrupt.com/misc/insb13-02678c.pdf
         represented by: Terry E. Hall, Esq.
                         FAEGRE BAKER DANIELS, LLP
                         E-mail: terry.hall@faegrebd.com

In re Horn Pre-Cast Inc.
   Bankr. S.D. Ind. Case No. 13-02680
     Chapter 11 Petition filed March 21, 2013
         See http://bankrupt.com/misc/insb13-02680p.pdf
         See http://bankrupt.com/misc/insb13-02680c.pdf
         represented by: Terry E. Hall, Esq.
                         FAEGRE BAKER DANIELS, LLP
                         E-mail: terry.hall@faegrebd.com

In re Mark Musson
   Bankr. D. Kans. Case No. 13-20648
      Chapter 11 Petition filed March 21, 2013

In re Edward Walsh
   Bankr. D. Maine Case No. 13-20226
      Chapter 11 Petition filed March 21, 2013

In re Lusignan Security Agency, Inc.
   Bankr. D. Mass. Case No. 13-40652
     Chapter 11 Petition filed March 21, 2013
         See http://bankrupt.com/misc/mab13-40652.pdf
         represented by: James P. Ehrhard, Esq.
                         EHRHARD & ASSOCIATES, P.C.
                         E-mail: ehrhard@ehrhardlaw.com

In re Linda Haytayan
   Bankr. D. N.H. Case No. 13-10697
      Chapter 11 Petition filed March 21, 2013

In re Stellwag Farms, LLC
   Bankr. D. N.J. Case No. 13-15880
     Chapter 11 Petition filed March 21, 2013
         See http://bankrupt.com/misc/njb13-15880.pdf
         represented by: David A. Kasen, Esq.
                         KASEN & KASEN
                         E-mail: dkasen@kasenlaw.com

In re Pinehurst Broadcasting Corporation
   Bankr. M.D.N.C. Case No. 13-80389
     Chapter 11 Petition filed March 21, 2013
         See http://bankrupt.com/misc/ncmb13-80389.pdf
         represented by: Erik Mosby Harvey, Esq.
                         CAROLINA LAW PARTNERS
                         E-mail: emh@carolinalawpartners.com

In re Cross Tire, LLC
   Bankr. N.D. Tex. Case No. 13-41284
     Chapter 11 Petition filed March 21, 2013
         See http://bankrupt.com/misc/txnb13-41284.pdf
         represented by: Mark B. French, Esq.
                         LAW OFFICE OF MARK B. FRENCH
                         E-mail: marksndecf@markfrenchlaw.com

In re Olawunmi Hassan
   Bankr. N.D. Cal. Case No. 13-51643
      Chapter 11 Petition filed March 22, 2013



                            *********

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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