TCR_Public/130401.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, April 1, 2013, Vol. 17, No. 89

                            Headlines

22ND CENTURY: Amends 6.2 Million Common Shares Prospectus
243RD STREET BRONX: Liable for Payment of Interest, Fees to Lender
5 STAR WASHER: Case Summary & 20 Largest Unsecured Creditors
AFFIRMATIVE INSURANCE: Borrows $4.8MM to Provide Liquidity
AGRIPROCESSORS INC: Fails in Bid to Recoup Funds From Church Group

AGRIPROCESSORS INC: Ch.7 Trustee Can Name Etana Jaffe as Defendant
AGRIPROCESSORS INC: Chabad of Alpharetta's Judgment Bid Denied
ALLIED NEVADA: CEO's Resignation No Impact on 'B3' Ratings
AMARU INC: Employs Wei Wei & Co as New Accountants
AMBAC FINANCIAL: Reminds Investors on Common Stock Cancellation

AMERICAN AIRLINES: Investors Profit From Rise in Shares
AMERICAN AIRLINES: Closes Private Offering of $663MM EETCs
AMERICAN STORES: Moody's Withdraws 'Caa1' Senior Debt Rating
AMF BOWLING: Aims for June 6 Confirmation of Plan
AMPAL-AMERICAN ISRAEL: Rescinds Delisting Notice of Securities

AMTRUST FINANCIAL: Beats FDIC on Entitlement to Tax Refund
ARCHDIOCESE OF MILWAUKEE: Judge Cuts Off Lawyer Compensation
ARCHDIOCESE OF MILWAUKEE: DOT Seeks Stay Relief to Recoup Property
ARCHDIOCESE OF MILWAUKEE: Says OneBeacon Payment Not Estate Asset
ARCHDIOCESE OF MILWAUKEE: Judge Disallows Victim's Claim No. 77

ARCHDIOCESE OF MILWAUKEE: Claimant Appeals Disallowance Order
BELLMONT ROCK: Case Summary & 4 Unsecured Creditors
BIG APPLE VOLKSWAGEN: Two Trials Can Be More Efficient Than One
BON-TON STORES: Appoints New Member to its Board of Directors
CDPHP UNIVERSAL: A.M. Best Lowers Issuer Credit Rating From 'bb'

CELLULAR BIOMEDICINE: Names Radiology Professor to Board
CENVEO CORP: Moody's Assigns 'Ba3' Rating to New US$360MM Loan
CHARTIS EXCESS: Chapter 15 Case Summary
D AND R ROOFING: Case Summary & 20 Largest Unsecured Creditors
D MEDICAL: Voluntarily Deregisters Ordinary Shares with SEC

DAYSTAR TECHNOLOGIES: Gets Nasdaq Listing Non-Compliance Notice
DDR CORP: Fitch Assigns 'BB-' Rating to Class K Preferred Stock
DIALOGIC INC: Incurs $4.66 Million Net Loss in Fourth Quarter
DIOCESE OF WILMINGTON: Claim, Also Filed Against CBI, Disallowed
DVORKIN HOLDINGS: Status Hearing on Plan Continued Until Aug. 6

DYNEGY INC: Said to Seek $1.8 Billion Covenant-Light Financing
EASTMAN KODAK: Seeks Approval of New ORIC Policy Terms
EDISON MISSION: Wants to Extend Lease Decision Period to July 15
EDISON MISSION: Asks Court to Set June 1 as Claims Bar Date
EDUCATION MANAGEMENT: Moody's Raises CFR One Notch to 'Caa1'

ELCOM HOTEL: Creditors Have Until May 7 to File Proofs of Claim
EMPIRE RESORTS: Incurs $2.3 Million Net Loss in 2012
EXECUTIVE CENTER: Court Dismisses Chapter 11 Case
FISKER AUTO: Said to Hire Kirkland, Explore Bankruptcy Options
FREESEAS INC: Issues Add'l 390,000 Settlement Shares to Hanover

FREDERICK'S OF HOLLYWOOD: Closes $10-Mil. Pref. Stock Offering
FREDERICK'S OF HOLLYWOOD: Incurs $9.8 Million Net Loss in Q2
FRONTIER COMMS: Moody's Rates New US$750MM Sr. Notes Issue 'Ba2'
GLOBAL FOOD: Incurs $3.1 Million Net Loss in 2012
GUITAR CENTER: Names Mike Pratt New Chief Executive Officer

HARVEST SHARING: American Produce's Collection Suit Goes to Trial
HEALTHEAST CARE: Moody's Affirms Ba1 Rating on $202MM Bonds
HERCULES OFFSHORE: Fleet Status Report as of March 21
HRK HOLDINGS: Court Extends Plan Filing Period Until April 23
IDEARC INC: Trustee Says Verizon Should Be Liable for $2.85-Bil.

INFUSION BRANDS: S. Stastney Replaces R. DeCecco as Chairman
INOVA TECHNOLOGY: Amends Jan. 31 Quarterly Report
JBS USA: Moody's Lifts Senior Secured Term Loan Rating to 'Ba2'
JC PENNEY: Incurs $985 Million Net Loss in 2012
JEDD LLC: Liquidating Plan Outline Has Minor Amendments

LEE BRICK & TILE: Plan Solicitation Exclusivity Expires May 14
LEHMAN BROTHERS: Barclays Files Brief vs. $1.5-Bil. Ruling
LEHMAN BROTHERS: Third Distribution Totals $14.2 Billion
LEHMAN BROTHERS: Enters Into Settlement Agreement with LBF
LIBERTY UNION: A.M. Best Affirms 'B' Financial Strength Rating

LIFECARE HOLDINGS: Enters Into Interim Management Deal with Vibra
LONGVIEW POWER: Bank Debt Trades at 27% Off in Secondary Market
LODGENET INTERACTIVE: Gets 2 Weeks Extension to Consummate Plan
LYON WORKSPACE: Committee Balks at Motion to Incur DIP Financing
LYON WORKSPACE: Files Schedules of Assets and Liabilities

MERIDIAN SUNRISE: Proofs of Claims Due April 5, 2013
MERISEL INC: Saints Capital Hikes Stake to 95.5% at Feb. 4
MF GLOBAL: New York Attorney Opposes Confirmation of Plan
MID KANSAS HOMES: Case Summary & 20 Largest Unsecured Creditors
MOBIVITY HOLDINGS: Incurs $7.3 Million Net Loss in 2012

MPG OFFICE: Adopts Amended Retention Bonus Plan
MTR GAMING: Moody's Changes Outlook to Stable & Keeps CFR at Caa1
MTS LAND: Proposing Full-Payment Chapter 11 Plan
MW GROUP: Hearing on Disclosure Statements Continued to May 22
NAMCO LLC: Case Summary & 20 Largest Unsecured Creditors

NAVISTAR INT'L: Fitch Rates New $300MM Sr. Unsecured Notes 'CCC'
NAVISTAR INT'L: Moody's Rates $300MM Senior Notes 'B3'
NEENAH FOUNDRY: Moody's Assigns 'B3' Rating to New $150MM Loan
NEW ALBERTSON'S: Moody's Withdraws 'Caa1' Senior Debt Rating
NORTHWEST PARTNERS: Tells Fannie Mae That Plan is Confirmable

NOVADEL PHARMA: In Active Negotiations with Creditors to Cut Debt
OMTRON USA: Stalking Horse, Bid Protections Okayed
OTELCO INC: Case Summary & 30 Largest Unsecured Creditors
PATRIOT COAL: Bondholders Want Trustee to Take Over
PATRIOT ELECTRIC: Case Summary & 20 Largest Unsecured Creditors

PINNACLE FOODS: Moody's Reviews Ratings for Upgrade After IPO
PT BERLIAN LAJU TANKER: Parent Now in Chapter 15
PT BERLIAN: Chapter 15 Case Summary
PULMONARY DISEASE: Case Summary & 20 Largest Unsecured Creditors
PVL-HOLDINGS: Voluntary Chapter 11 Case Summary

R&K FABRICATING: Court Trims Tokio Marine Claims Against Goza
RAINBOW LAND: Plan Confirmation Hearing Rescheduled to June 12
READER'S DIGEST: General Claims Bar Date Set for May 6
READER'S DIGEST: Can Pay Prepetition Wages and Salaries
READER'S DIGEST: Can Continue Paying Insurance Obligations

RESIDENTIAL CAPITAL: Says FRB Review a Bankruptcy "Claim"
RESIDENTIAL CAPITAL: Court Okays Claim Objection Procedures
RESIDENTIAL CAPITAL: FTI Rollover Period Extended to Dec. 31
RESIDENTIAL CAPITAL: April 11 Hearing on Hudson, PwC & Pepper
RESIDENTIAL CAPITAL: 2 RMBS Suits Remanded to State Court

REVEL AC: Has Approval for Interim Loan With $20MM Fresh Cash
REVOLUTION DAIRY: Panel Balks at Cash Use, Critical Vendors' Claim
REVSTONE INDUSTRIES: Files Schedules of Assets and Liabilities
RHYTHM & HUES: Court Approves Sale to Rival Prana Studios
RIVER-BLUFF ENTERPRISES: Court Dismisses Ch. 11 Case

ROVI CORP: Loan Repricing No Impact on Moody's 'Ba3' CFR
SAND SPRING: Asks Court to Extend Plan Filing Until April 25
SCOTLAND-COLORADO: Bloomfield Awarded $115,460 in Fees
SEAGIRT EQUITIES: Case Summary & 10 Unsecured Creditors
SELECT TREE: Creditors Have Until April 15 to File Proofs of Claim

SINCLAIR BROADCAST: Offering $600MM Sr. Notes at 100% Par Value
SMART TECHNOLOGIES: Moody's Withdraws 'Caa1' Corp. Family Rating
SMART ONLINE: Chief Financial Officer Resigns
SMITH AUDIO: Court Declines IRS's Bid to Vacate Plan Order
SOMERSET PROPERTIES: Gets 26th Interim Access to Cash Collateral

SOUTHERN FOREST: Case Dismissed Due to Failure to File Plan, MORs
SRA INTERNATIONAL: Moody's Changes Outlook on B2 CFR to Negative
STANWICH FIN'L: Wagoner Rule Doesn't Bar Trustee's Suits
STOCKTON, CA: To Have Decision by April 1 on Right to Bankruptcy
T3 MOTION: Receives Extension for Listing on NYSE MKT

TENET HEALTHCARE: Improving Finances Cue Moody's to Up CFR to B1
TNP STRATEGIC: In Forbearance Talk with KeyBank National
TW TELECOM: Moody's Affirms 'Ba3 Corp. Family Rating
TXU CORP: 2014 Loan Trades at 27% Off in Secondary Market
UNIVERSAL HEALTH: Sale May Collapse; Trustee Sought

UTSTARCOM HOLDINGS: Effects One-for-Three Reverse Stock Split
VANGUARD NATURAL: Moody's Upgrades CFR to 'B1'; Outlook Stable
VERMILLION INC: Bruce Huebner Appointed as New Board Chairman
W.R. GRACE: Seeks Approval of 2013 Long-Term Incentive Plan
W.R. GRACE: Asks Court to Approve Settlement With Markel

W.R. GRACE: Wins OK to Provide $50MM for Retirement Plans
WENDY'S INTERNATIONAL: Moody's Rates $300MM Senior Term Loan 'B1'
WILCOX EMBARCEDERO: New Deal on Cash Use Required After Today
Z TRIM HOLDINGS: Edward Smith Holds 77.5% Stake as of March 18
ZOGENIX INC: Board Approves $545,500 Cash Bonus for Executives

* North American Chemical Bonds Offer Weak Protections
* Moody's Notes Rising Biofuel Compliance Costs for U.S. Refiners
* Moody's Issues New Report on Systemic Support for Bank Holdings

* January, February Record Six Defaults for $2.8 Billion
* Social Security Has No Bearing on Good Faith of Plan

* AlixPartners' John Dischner Named to T&W's People to Watch List
* Cadwalader Bags 2 IFLR Americas Financial Restructuring Awards
* Hughes Watters Askanase Attorneys Named Texas Rising Stars

* BOND PRICING -- For Week From March 25 - 29

                            *********

22ND CENTURY: Amends 6.2 Million Common Shares Prospectus
---------------------------------------------------------
22nd Century Group, Inc., filed with the U.S. Securities and
Exchange Commission amendment no.1 to the Form S-1 registration
statement relating to the resale at various times by selling
stockholders of up to 6,250,000 shares of common stock, par value
$0.00001 per share, issuable (i) upon conversion of the Company's
Series A-1 Preferred Stock and (ii) upon the exercise of Series B
Warrants.  These shares were privately issued to the selling
stockholders in connection with a private placement transaction.

The Company will not receive any proceeds from the sale of common
stock by the selling stockholders, but the Company will receive
funds from the exercise of the Series B Warrants, if exercised.

The Company will pay the expenses incurred to register the shares
for resale, but the selling stockholders will pay any underwriting
discounts, commissions or agent's commissions related to the sale
of their shares of common stock.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "XXII.OB".  On March 15, 2013, the closing sale
price of the Company's common stock was $0.99 per share.

A copy of the amended prospectus is available for free at:

                        http://is.gd/cXORVt

                         About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

Freed Maxick CPAs, PC, in Buffalo, New York, expressed substantial
doubt about 22nd Century Group's ability to continue as a going
concern following the results for the year ended Dec. 31, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations and, as of Dec. 31, 2011, has
negative working capital of $1.9 million and a shareholders'
deficit of $1.2 million.  "Additional financing will be required
during 2012 in order to satisfy existing current obligations and
finance working capital needs, as well as additional losses from
operations that are expected in 2012."

The Company incurred a net loss of $1.34 million in 2011,
following a net loss of $1.42 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $2.63 million in total
assets, $4.99 million in total liabilities and a $2.35 million
total shareholders' deficit.


243RD STREET BRONX: Liable for Payment of Interest, Fees to Lender
------------------------------------------------------------------
The confirmation hearing on 243rd Street Bronx R&R LLC'S Second
Amended Plan of Reorganization was held Nov. 15, 2012.  The Plan
proposes to reinstate the mortgage debt held by the secured
creditor, 243rd Street Lender LLC, so as to render the creditor
unimpaired.  Other parties are treated as follows: New York City
lien charges and other priority claims are to be paid in full;
lien claims held by three suppliers and unsecured claims are to be
paid in full over four years, without interest; and the equity
interest is to be retained. The Plan is to be funded by an equity
contribution made by the old equity together with a substantial
increase in the rent paid by the Debtor's principal tenant. Other
than the Secured Creditor, all creditors who voted accepted the
Plan; the Secured Creditor rejected it.

The Secured Creditor initially raised numerous objections to
confirmation.  At the conclusion of the Confirmation Hearing, the
Secured Creditor's objections had been substantially narrowed, and
the Secured Creditor's counsel stated that "the secured creditor
has no problems with reinstatement."

The remaining issues raised by the Secured Creditor consisted of
the Debtor's obligation to pay default interest and late fees, the
amount of the lender's attorney's fees, and certain other expenses
and charges.  The remaining matters raised by the Debtor appeared
to be limited to these issues as well.

Nevertheless, after settlement negotiations subsequent to the
confirmation hearing had broken down, the Court received a
pleading styled an "Objection to the Mortgagee's Proofs of Claim"
in which the Debtor sought to expunge the Secured Creditor's claim
altogether or reduce it substantially on the ground that the
creditor had acted in bad faith and unlawfully interfered with the
Debtor's workout and/or settlement negotiations with a prior
holder of the mortgage.

After the Court raised a question as to the timeliness of this
objection, the Debtor proposed to withdraw it but to retain the
right to sue the Secured Creditor for damages in State court
subsequent to confirmation of the Plan. The Secured Creditor has
objected.

In a March 21 ruling, Bankruptcy Judge Allan L. Gropper said the
Debtor is responsible for payment of:

     1. Interest at the non-default rate to the Effective Date
        of the Plan.

     2. Prepetition Default interest of $291,488.

     3. Attorney's fees in an amount to be determined.

     4. Advances, taxes and similar charges, net of any taxes
        already paid.

At the time of the Confirmation Hearing, the Plan lenders had
escrowed $1,925,000 in support of confirmation. In addition, the
State court receiver was holding $594,597, some of which has been
used for the payment of taxes.

According to Judge Gropper, it is unclear whether the total amount
in escrow is sufficient to make all necessary payments to the
Secured Creditor, as well as to fund the priority claims, the
down-payment on the supplier and general unsecured claims and the
professional and administrative charges of the case.

To confirm the Plan, Judge Gropper directed the Debtor's counsel,
on or before April 10, to settle on the Secured Creditor's counsel
a form of confirmation order which, among other things, specifies
that payments to be made under the Plan and the source of payment.
Any party in interest may respond no later than April 19.  In the
meantime, on or before April 1, the Secured Creditor's counsel
should file a detailed statement for all legal fees sought,
showing hours billed and billing rates.  The Debtor may respond in
connection with its form of confirmation order.

A copy of the Court's March 21, 2013 Decision is available at
http://is.gd/7X3rdefrom Leagle.com.

243rd Street Bronx R&R LLC filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 11-13321).  It operates a multifamily
residential building in the Bronx.


5 STAR WASHER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 5 Star Washer Technical Services Inc.
          fdba Successor-in-Interest to 5 Star Washer Service Inc.
        3748 Oak Orchard Road
        Albion, NY 14411-9529

Bankruptcy Case No.: 13-10738

Chapter 11 Petition Date: March 22, 2013

Court: U.S. Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtor's Counsel: Daniel F. Brown, Esq.
                  ANDREOZZI, BLUESTEIN, FICKESS,
                  MUHLBAUER WEBER, BROWN, LLP
                  333 International Drive, Suite B-4
                  Williamsville, NY 14221
                  Tel: (716) 633-3200
                  Fax: (716) 633-0301
                  E-mail: dfb@abfmwb.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nywb13-10738.pdf

The petition was signed by Becki L. Spears, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Stacy F. Spears and Becki L. Spears   13-10636            03/13/13


AFFIRMATIVE INSURANCE: Borrows $4.8MM to Provide Liquidity
----------------------------------------------------------
Affirmative Insurance Holdings, Inc., through one of its indirect,
wholly-owned subsidiaries, entered into a $4.8 million loan
secured by commercial real estate to provide liquidity to one of
the Company's insurance company subsidiaries, Affirmative
Insurance Company.  The loan is evidenced by a promissory note
secured by a mortgage, security agreement and assignment of leases
and rents on real estate located in Baton Rouge, Louisiana.  The
Property is owned by the Company for investment purposes and
includes a building of approximately 177,469 square feet, which is
under a lease agreement with a federal agency.

The promissory note bears interest at a per annum fixed rate of
4.95%.  The promissory note requires monthly payments of principal
and interest with the final payment due on the maturity date of
Dec. 15, 2015.  As security for payments, the Company has assigned
rents due under the federal agency lease to a trustee.  Pursuant
to an escrow and servicing agreement, the trustee will receive
rent due under the lease, make required payments due under the
promissory note and maintain certain escrow accounts to pay for
the necessary expenses of the Property until the promissory note
is paid in full.

                    About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

The Company's balance sheet at Sept. 30, 2012, showed
$349.9 million in total assets, $474.9 million in total
liabilities, and a stockholders' deficit of $125 million.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $43.6 million on $154.4 million of total revenues,
compared with a net loss of $17.4 million on $197.1 million of
revenues for the same period of 2012.


AGRIPROCESSORS INC: Fails in Bid to Recoup Funds From Church Group
------------------------------------------------------------------
Joseph E. Sarachek -- the Chapter 7 Trustee for Agriprocessors,
Inc., one of the nation's largest kosher meatpacking and food-
processing facilities before a 2008 immigration scandal and
eventual bankruptcy that same year -- was barred from collecting
funds the company, through its ex-president Sholom Rubashkin,
allegedly transferred to Garnavillo Gospel Hall Association.

The Chapter 7 Trustee initially sought to reclaim $164,375,
arguing the funds were preferential or fraudulent transfers.  At
trial, the Trustee proceeded only on the fraudulent conveyance
theory, and the parties stipulated that the checks at issue
totaled $141,700.  Garnavillo Gospel argued that, at most, it and
its President Ron Wahls were a conduit for the transfers, which
cannot be recovered from them as fraudulent transfers.  Garnavillo
Gospel alternatively argues that if it cannot be a conduit, Ron
Wahls acted outside his authority -- and not as Church President
-- on this matter, and Trustee can recover only against Mr. Wahls.

The Chapter 7 Trustee claims he proved his case, and argued the
Defendants could not be considered mere conduits.

The Court disagreed with Chapter 7 Trustee and decided the case
for Defendants.

"While Garnavillo Gospel's treasurer handled most financial
matters, as President, Wahls had the power to write and deposit
checks for Garnavillo Gospel's benefit.  Although he may have had
authority to cash checks written to Garnavillo Gospel, he was not
acting on the church's behalf when he cashed the checks from
Debtor.  Wahls did not ask Rubashkin to write the checks to
Garnavillo Gospel, and no one else at Garnavillo had any knowledge
of the checks.  Wahls cashed the checks at his personal bank, not
at Garnavillo Gospel's bank, and the money never entered
Garnavillo Gospel's account.  Neither Garnavillo Gospel nor Wahls
kept any of the cash for their own benefit.  Rather, per
Rubashkin's instructions, Wahls distributed the money to
individuals who performed work for Debtor.  These workers were not
members of Garnavillo Gospel.  The only connection that Garnavillo
Gospel has to the transfers is being listed as payee on a majority
of the checks. This is not enough to find that Wahls was acting as
an agent for Garnavillo Gospel.  Wahls was acting in his
individual capacity, and was 'not transacting on behalf of the
principal.'  Since Wahls was not acting on Garnavillo Gospel's
behalf, he did not bind Garnavillo Gospel, and Garnavillo Gospel
is not liable for any potentially fraudulent transfers," explained
Bankruptcy Judge Thad J. Collins.

The case is JOSEPH E. SARACHEK, in his capacity as Chapter 7
Trustee, Plaintiff, v. RON WAHLS; GARNAVILLO GOSPEL HALL
ASSOCATION Defendants, Adv. Proc. No. 10-09196 (Bankr. N.D. Iowa).
A copy of Judge Collins' March 28, 2013 Order is available at
http://is.gd/Ft2hVAfrom Leagle.com.

                     About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors once produced
half the kosher beef and 40% of the kosher poultry in the U.S.  It
filed for bankruptcy following a raid by immigration authorities
in May 2008 on the plant in Postville, Iowa, where 389 workers
were arrested for having forged immigration documents.  The raid
led to numerous federal criminal charges, including a high-profile
case against Agriprocessors' President, Sholom Rubashkin.  The
Company filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-47472) on Nov. 4, 2008.  The case was later transferred to Iowa
(Bankr. N.D. Iowa Case No. 08-02751).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash, represented the Company in its
restructuring effort.  The Debtor estimated assets and debts of
$100 million to $500 million in its Chapter 11 petition.

SHF Industries Inc. purchased substantially all of the Debtor's
assets for $8.5 million in July 2009, and renamed the company Agri
Star.  The Court approved the sale free and clear of all liens.

Agriprocessors' case was then converted to liquidation under
Chapter 7, at the consent of the Chapter 11 trustee appointed to
take over the estate.  The Chapter 11 trustee became the trustee
in the Chapter 7 case to liquidate the Debtor's remaining assets
and provide distributions to creditors.


AGRIPROCESSORS INC: Ch.7 Trustee Can Name Etana Jaffe as Defendant
------------------------------------------------------------------
JOSEPH E. SARACHEK, in his capacity as CHAPTER 7 TRUSTEE,
Plaintiff, v. ETANA JAFFE Defendant, Adv. Proc. No. 10-09170
(Bankr. N.D. Iowa), alleges that within two years of
Agriprocessors Inc.'s the bankruptcy petition, the Defendant
received at least 16 payments from the Debtor totaling $375,000.
The Chapter 7 Trustee seeks to recover these transfers as
fraudulent conveyances under 11 U.S.C. Sec. 548 or as preferential
transfers to an insider under Sec. 547.  The Amended Complaint
inadvertently described Aaron Abraham Rubashkin as the insider
instead of Defendant, Etana Jaffe.  The Defendant moved for
summary judgment on the Sec. 547 claim, arguing that none of the
transfers to Etana Jaffe occurred within 90 days of the bankruptcy
petition.  The Defendant's basic argument was the Chapter 7
Trustee could not use the one-year period preceding the bankruptcy
as the preference period rather than 90-day period for non-
insiders because Defendant Etana Jaffe had not been designated as
an insider.

The Chapter 7 Trustee filed a Motion to Amend his Complaint to
Correct Clerical Error and filed a Resistance to Defendant's
Motion for Summary Judgment.  The Defendant filed a Resistance to
Trustee's Motion to Amend and filed a Cross Motion for Summary
Judgment, arguing that the Trustee should not be able to amend his
Complaint because any amendment would be futile.

The Defendant argues futility of amendment because the Chapter 7
Trustee had denied that the Defendant was a creditor of the Debtor
in response to a request for admission.  The Trustee filed a
Resistance to Defendant's Cross Motion for Summary Judgment. He
argued that he is allowed to plead inconsistent theories of
preference (which requires a debt) and fraudulent conveyance (no
debt or insufficient debt).  The Trustee also asserts that the
Defendant herself had several times admitted and argued she owed a
debt.

In a March 28, 2013 Ruling available at http://is.gd/uvYVRvfrom
Leagle.com, Bankruptcy Judge Thad J. Collins granted the Chapter 7
Trustee's Motion to Amend to Correct Clerical Error and denied the
Defendant's Motion and Cross Motion for Summary Judgment on the
Second Cause of Action.

                     About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors once produced
half the kosher beef and 40% of the kosher poultry in the U.S.  It
filed for bankruptcy following a raid by immigration authorities
in May 2008 on the plant in Postville, Iowa, where 389 workers
were arrested for having forged immigration documents.  The raid
led to numerous federal criminal charges, including a high-profile
case against Agriprocessors' President, Sholom Rubashkin.  The
Company filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-47472) on Nov. 4, 2008.  The case was later transferred to Iowa
(Bankr. N.D. Iowa Case No. 08-02751).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash, represented the Company in its
restructuring effort.  The Debtor estimated assets and debts of
$100 million to $500 million in its Chapter 11 petition.

SHF Industries Inc. purchased substantially all of the Debtor's
assets for $8.5 million in July 2009, and renamed the company Agri
Star.  The Court approved the sale free and clear of all liens.

Agriprocessors' case was then converted to liquidation under
Chapter 7, at the consent of the Chapter 11 trustee appointed to
take over the estate.  The Chapter 11 trustee became the trustee
in the Chapter 7 case to liquidate the Debtor's remaining assets
and provide distributions to creditors.


AGRIPROCESSORS INC: Chabad of Alpharetta's Judgment Bid Denied
--------------------------------------------------------------
Bankruptcy Judge Thad J. Collins denied the defendant's motion for
summary judgment in the clawback suit, JOSEPH E. SARACHEK, in his
capacity as CHAPTER 7 TRUSTEE, PLAINTIFF, v. CHABAD OF NORTH
FULTON, INC., f/k/a CHABAD OF ALPHARETTA, INC. DEFENDANT, Adv.
Proc. No. 10-09131 (Bankr. N.D. Iowa).  A copy of the Court's
March 28, 2013 Ruling available at http://is.gd/7wGRMdfrom
Leagle.com

On March 10, 2008, Agriprocessors made a $50,000 payment to
Chabad.  The Chapter 7 Trustee originally claimed the $50,000
payment is a fraudulent conveyance recoverable under Sec. 548.
The Defendant moved for summary judgment on the Sec. 548 claim,
arguing that the $50,000 was repayment of a loan the Defendant
made to the Debtor and was therefore an exchange for reasonably
equivalent value.  The Chapter 7 Trustee filed both a Resistance
to the Motion for Summary Judgment and a Motion for Leave to Amend
his Complaint.  The Chapter 7 Trustee sought to amend his
Complaint to recover the $50,000 as a preferential transfer under
Sec. 547.

In 2011, the Court granted the Defendant's Motion for Summary
Judgment on the Sec. 548 claim and the Trustee's Motion to Amend
to assert a Sec. 547 claim.

The Defendant now moves for summary judgment on the Chapter 7
Trustee's Sec. 547 claim.  The Defendant argues the Trustee cannot
recover from the Defendant because the transfer occurred more than
90 days before the bankruptcy and the Defendant is not an insider.
The Defendant also argues the transfer occurred in the ordinary
course of business and may not be avoided under Sec. 547(c)(2).

The Chapter 7 Trustee resists and argues that both the "insider"
and "ordinary course of business" issues involve disputes of
material fact.

The Court agrees with the Chapter 7 Trustee.

                     About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors once produced
half the kosher beef and 40% of the kosher poultry in the U.S.  It
filed for bankruptcy following a raid by immigration authorities
in May 2008 on the plant in Postville, Iowa, where 389 workers
were arrested for having forged immigration documents.  The raid
led to numerous federal criminal charges, including a high-profile
case against Agriprocessors' President, Sholom Rubashkin.  The
Company filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-47472) on Nov. 4, 2008.  The case was later transferred to Iowa
(Bankr. N.D. Iowa Case No. 08-02751).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash, represented the Company in its
restructuring effort.  The Debtor estimated assets and debts of
$100 million to $500 million in its Chapter 11 petition.

SHF Industries Inc. purchased substantially all of the Debtor's
assets for $8.5 million in July 2009, and renamed the company Agri
Star.  The Court approved the sale free and clear of all liens.

Agriprocessors' case was then converted to liquidation under
Chapter 7, at the consent of the Chapter 11 trustee appointed to
take over the estate.  The Chapter 11 trustee became the trustee
in the Chapter 7 case to liquidate the Debtor's remaining assets
and provide distributions to creditors.



ALLIED NEVADA: CEO's Resignation No Impact on 'B3' Ratings
----------------------------------------------------------
Moody's Investors Service, Inc. reports that Allied Nevada Gold
Corp.'s announcement that the company's president and chief
executive officer Scott Caldwell will be stepping down will have
no current impact on the company's B3 corporate family rating, B3-
PD probability of default rating, B3 senior unsecured rating and
SGL-3 speculative grade liquidity rating. The rating outlook is
stable.

Allied Nevada announced on March 27, 2013 that Mr. Caldwell will
be stepping down as CEO and will be replaced, effective
immediately, by Bob Buchan, currently the company's executive
chairman. Previously, on January 2013, Allied Nevada appointed
Randy Buffington, a former senior operations executive from Coeur
d'Alene Mines Corporation, as chief operating officer.


AMARU INC: Employs Wei Wei & Co as New Accountants
--------------------------------------------------
Amaru, Inc., retained Wei, Wei & Co LLP. as the Company's new
independent registered public accounting firm.  This engagement
was approved by the Board of Directors.

During the years ended Dec. 31, 2012, and 2011 and any subsequent
interim period through March 19, 2013, the Company has not
consulted with Wei, Wei & Co LLP regarding the application of
accounting principles related to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements or as to any
disagreement or reportable event as described in Item
304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K under the
Securities Act of 1933, as amended.

                          About Amaru Inc.

Singapore-based Amaru, Inc., a Nevada corporation, is in the
business of broadband entertainment-on-demand, streaming via
computers, television sets, PDAs (Personal Digital Assistant) and
the provision of broadband services.  The Company's business
includes channel and program sponsorship (advertising and
branding); online subscriptions, channel/portal development
(digital programming services); content aggregation and
syndication, broadband consulting services, broadband hosting and
streaming services and E-commerce.

After auditing the 2011 results, Wilson Morgan, LLP, in Irvine,
California, noted that the Company has sustained accumulated
losses from operations totalling $40.7 million at Dec. 31, 2011.
This condition and the Company's lack of significant revenue,
raise substantial doubt about the Company's ability to continue as
going concern, the auditors said.

Amaru reported a net loss from operations of $1.37 million in
2011, compared with a net loss from operations of $1.50 million in
2010.  The Company's balance sheet at Sept. 30, 2012, showed $3.28
million in total assets, $3.08 million in total liabilities and
$195,261 in total stockholders' equity.


AMBAC FINANCIAL: Reminds Investors on Common Stock Cancellation
---------------------------------------------------------------
Ambac Financial Group, Inc., seeks to remind investors, as
previously reported, including on page 4 and elsewhere in Ambac's
Annual Report on Form 10-K for the year ended Dec. 31, 2012, that
the Company's Fifth Amended Plan of Reorganization, which was
confirmed by the United States Bankruptcy Court for the Southern
District of New York on March 14, 2012, provides for the Company's
common stock to be cancelled.  Accordingly, holders of the
Company's common stock will not receive any distribution with
respect to, or be able to recover any portion of, their investment
in such securities.  As such, all of the Company's currently
outstanding equity securities will be cancelled and have no value
upon its emergence from bankruptcy.

On Nov. 8, 2010, Ambac filed for a voluntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of New York.  The
Bankruptcy Court entered an order confirming Ambac's plan of
reorganization on March 14, 2012, however, Ambac is not currently
able to estimate when it will be able to consummate such
reorganization.  Until the plan of reorganization is consummated
and Ambac emerges from bankruptcy, it will continue to operate in
the ordinary course of business as "debtor-in-possession" in
accordance with the applicable provisions of the Bankruptcy Code
and the orders of the Bankruptcy Court.

Ambac's principal operating subsidiary, Ambac Assurance
Corporation, is a guarantor of public finance and structured
finance obligations.

                      About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN AIRLINES: Investors Profit From Rise in Shares
-------------------------------------------------------
Bill Rochelle, bankruptcy analyst and columnist for Bloomberg
News, shared in an interview with Lee Pacchia at Bloomberg Law
that investors who bought American Airlines stocks last year at
$0.40 made a killing as the bankrupt airlines' stocks are
currently trading at around $4.

According to Mr. Rochelle, the holding company was solvent and
people were buying stocks due to the company's capital structure.
Chris Bagley, writing for Triangle Business Journal, noted that
AMR, which has the publicly traded shares, its American Airlines
subsidiary, and its sister American Eagle, were all able to borrow
separately.  Before the merger with US Airways was announced,
people were already buying AMR stocks, Mr. Rochelle said.  By the
time the merger deal was announced, AMR stock prices rose to about
50% from the October 2012 price.  Mr. Rochelle noted that under
the proposed merger deal with US Airways, existing shareholders of
AMR are not going to own either all or half of the merged
airlines, but only 3.5% of the merged airlines, which, he said,
means people are putting a "mighty high" value on the merged
airlines.

The Triangle Business Journal report also related that AMR shares
fell below $1 in late 2011 when it filed for bankruptcy, and
stayed there until the first week of January.

                      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: Closes Private Offering of $663MM EETCs
----------------------------------------------------------
American Airlines, Inc., the principal operating subsidiary of
AMR Corporation, closed its private offering of two tranches of
enhanced equipment trust certificates in the aggregate face amount
of $663,378,000.

The Certificates are comprised of a senior tranche of Class A
Certificates with an interest rate of 4.000% per annum and a final
expected distribution date of July 15, 2025 and a junior tranche
of Class B Certificates with an interest rate of 5.625% per annum
and a final expected distribution date of January 15, 2021.  The
Certificates represent an interest in the assets of two separate
pass through trusts, each of which will hold equipment notes
expected to be issued by American.

The equipment notes are expected to be secured by eight currently
owned Boeing 737-823 aircraft and one currently owned Boeing 777-
223ER aircraft, each of which aircraft is either unencumbered or
is subject to a private mortgage financing, and four new Boeing
777-323ER aircraft currently scheduled for delivery to American
during the period from April 2013 to July 2013.

The Certificates were offered in the United States to qualified
institutional buyers, as defined in, and in reliance on, Rule
144A under the Securities Act of 1933, as amended.  The
Certificates will not be registered under the Securities Act or
applicable state securities laws and may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements of the Securities
Act and applicable state law.

                           *     *     *

"This is an alignment of the stars that hasn't been available to
this company in years," Charles Mead and Mary Schlangenstein,
writing for Bloomberg News, reported, citing Vicki Bryan, a
senior bond analyst at Gimme Credit LLC, who upgraded AMR to
"stable" from "deteriorating" in February.  American's bankruptcy
is "already in the rearview mirror and people are willing to
invest in the new company," she said.

"The market is favorable," Philip Baggaley, an analyst at
Standard & Poor's in New York, said in a telephone interview with
Bloomberg. "American in bankruptcy, but with a clear pathway to
exiting bankruptcy and a better cost and capital structure, can
finance at much better rates than American could before the
bankruptcy, when its future was more uncertain."

The Bloomberg News report, dated March 13, noted that S&P ranks
the 4%, Class-A certificates BBB-, two steps below Fitch's BBB+
grade, and has a B+ rating on the 5.625%, Class-B debt, a level
above Fitch's B ranking.  US Airways is rated B3 by Moody's
Investors Service and B- by S&P.

                      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 STORES: Moody's Withdraws 'Caa1' Senior Debt Rating
------------------------------------------------------------
Moody's Investors Service withdrew the ratings of all tranches of
American Stores Company's senior unsecured notes following the
closing of SUPERVALU, Inc.'s sale of ASC to AB Acquisition LLC, an
affiliate of a Cerberus-led investor consortium.

Moody's has withdrawn the ratings because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.

The following ratings are withdrawn:

American Stores Company Senior Unsecured Debt (all tranches) at
Caa1 on review for upgrade.


AMF BOWLING: Aims for June 6 Confirmation of Plan
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMF Bowling Worldwide Inc. filed a proposed
reorganization plan to sell the bowling alley business to senior
lenders in exchange for about $215 million in first-lien debt,
under an agreement worked out before the Chapter 11 petition was
filed in November.

According to the report, AMF wants the judge to hold an April 21
hearing for approval of disclosure materials so creditors can vote
on the plan.  The company tentatively scheduled a June 6
confirmation hearing for approval of the plan.

The report relates that senior lenders are to receive all the new
stock and not less than $135 million cash supplied by a subgroup
of the lenders in the form of a term loan.  There were no offers
to compete with the proposal from the senior lenders, so an
auction was canceled.  Holders of $80 million in second-lien debt
are to receive warrants for 10% of the company that can't be
exercised unless AMF is sold within three years.  Even then, the
warrants will have no value unless the sale price is 115% of the
face amount of the first-lien debt, financing for the Chapter 11
case, and administrative expenses paid in full on emerging from
bankruptcy.

The recovery by unsecured creditors is still under negotiation,
according to the disclosure statement.  A liquidation analysis
will be supplied later.

A group of the first-lien lenders is supporting the Chapter 11
case with $50 million in fresh financing.

                    About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed Chapter
11 plan in February 2002 by giving unsecured creditors 7.5% of the
new stock.  The bank lenders, owed $625 million, received a
combination of cash, 92.5% of the stock, and $150 million in new
debt.  At the time, AMF had over 500 bowling centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.

Patrick J. Nash, Jr., Esq., Jeffrey D. Pawlitz, Esq., and Joshua
A. Sussberg, Esq., at Kirkland & Ellis LLP; and Dion W. Hayes,
Esq., John H. Maddock III, Esq., and Sarah B. Boehm, Esq., at
McGuirewoods LLP, serve as the Debtors' counsel.  Moelis & Company
LLC serves as the Debtors' investment banker and financial
advisor.  McKinsey Recovery & Transformation Services U.S., LLC,
serves as the Debtors' restructuring advisor.   Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders are represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as its lead counsel; Christian & Barton,
LLP as its local counsel; and Mesirow Financial Consulting, LLC as
its financial advisors.


AMPAL-AMERICAN ISRAEL: Rescinds Delisting Notice of Securities
--------------------------------------------------------------
On March 22, 2013, The NASDAQ Stock Market erroneously announced
that it had delisted the common stock of Ampal-American Israel
Corporation.  Ampal-American Israel Corporation's stock remains
listed on NASDAQ, but is currently suspended from trading on
NASDAQ pending the outcome of its appeal of a NASDAQ Hearing Panel
determination to delist the company's securities.  Should the
Hearing Panel determination to delist the company's securities be
affirmed, NASDAQ will file a Form 25 with the Securities and
Exchange Commission to complete the delisting.  The delisting
becomes effective ten days after the Form 25 is filed.

                       About Ampal-American

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

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

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

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


AMTRUST FINANCIAL: Beats FDIC on Entitlement to Tax Refund
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when a bank is taken over by regulators and the
holding company goes bankrupt, a tax refund resulting from losses
at the bank nonetheless belongs to the holding company.  The
Federal Deposit Insurance Corp., as receiver for the bank, only
has a general unsecured claim, according to an opinion on March 26
by U.S. District Judge John R. Adams in Akron, Ohio.

According to the report, Judge Adams said the tax-sharing
agreement "unambiguously" created a "debtor-creditor relationship"
between the holding company and the bank subsidiary.  Judge Adams
adopted the analysis of U.S. Bankruptcy Judge Sheri Bluebond in a
case involving IndyMac Bancorp.

The suit involved a $200 million tax refund for 2009.  The FDIC
claimed the right to collect all but $9 million of the refund.

The district court suit is Federal Deposit Insurance Corp. v.
AmFin Financial Corp., 11-cv-02574, U.S. District Court, Northern
District of Ohio (Akron).  The Chapter 11 case is In re AmFin
Financial Corp., 09-bk-21323, U.S. Bankruptcy Court, Northern
District of Ohio (Cleveland).

                     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.


ARCHDIOCESE OF MILWAUKEE: Judge Cuts Off Lawyer Compensation
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the judge overseeing the bankruptcy of the
Archdiocese of Milwaukee cut off compensation last week to lawyers
representing the archdiocese and counsel for the official
creditors' committee representing victims of sexual abuse.

The report recounts that the archdiocese filed papers in late
January telling the judge how it paid $8.3 million in professional
fees since filing for Chapter 11 protection in January 2011.  The
church said it would run out of cash by April if it were to
continue paying lawyers and other professionals at the current
rate.  The committee opposed, saying the church's current
financial problems resulted from a "misplaced, uneconomical and
unsuccessful reorganization strategy."

According to the report, U.S. Bankruptcy Judge Susan V. Kelley
handed down an order on March 26 cutting off further monthly
payment of attorneys' fees.  The cessation of payments will also
apply to a future claims representative, if one is appointed.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ARCHDIOCESE OF MILWAUKEE: DOT Seeks Stay Relief to Recoup Property
------------------------------------------------------------------
The Wisconsin Department of Transportation asked U.S. Bankruptcy
Judge Susan Kelley to lift the automatic stay to allow the agency
to acquire a property owned by the Archdiocese of Milwaukee.

The agency wants to acquire the property located in Milwaukee,
Wisconsin, for use in rebuilding Interstate Highway 1-94,
according to court filings.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ARCHDIOCESE OF MILWAUKEE: Says OneBeacon Payment Not Estate Asset
-----------------------------------------------------------------
The Archdiocese of Milwaukee asked a bankruptcy judge to deny the
unsecured creditors' bid to treat payments from OneBeacon
Insurance Co. as property of the Debtor's estate.

The unsecured creditors' committee has requested that the payments
made by OneBeacon on account of its duty to defend claims against
the archdiocese be shared pro rata by all administrative
creditors.  The committee said those payments as well as
OneBeacon's insurance policies are property of the estate.

In a letter to U.S. Bankruptcy Judge Susan Kelley, the archdiocese
said the request violates bankruptcy law and the Rules of
Professional Conduct for Attorneys in Wisconsin.

"The committee has no right to an insurer's payments for the cost
of defense because that cost is unrelated to actual claims
coverage under the policy," Daryl Diesing, Esq., at Whyte
Hirschboeck Dudek S.C., wrote in the letter.

The lawyer also said the committee's lawyers' demands are barred
by the Wisconsin Supreme Court Rules governing the ethical conduct
of lawyers in that state.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ARCHDIOCESE OF MILWAUKEE: Judge Disallows Victim's Claim No. 77
---------------------------------------------------------------
U.S. Bankruptcy Judge Susan Kelley issued an order disallowing
Claim No. 77 filed against the Archdiocese of Milwaukee.  The
claimant, who asserts claims for clergy abuse, and whose name has
been withheld in court papers, was only referred to in court
papers as Claimant A-13.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ARCHDIOCESE OF MILWAUKEE: Claimant Appeals Disallowance Order
-------------------------------------------------------------
A claimant appealed a bankruptcy judge's decision, which
disallowed his claim against the Archdiocese of Milwaukee.  The
claimant, who was only identified in court papers as Claimant
A-282, wants his appeal to review the decision heard by the U.S.
District Court for the Eastern District of Wisconsin.

In a March 4 memorandum decision, U.S. Bankruptcy Judge Susan
Kelly disallowed Claim No. 394 filed by one of the victims of
sexual abuse allegedly perpetrated by Fr. Lawrence Murphy while
serving at St. John's School for the Deaf.

Judge Kelley in the March 4 order corrected herself and reversed a
November 2012 order allowing Claimant A-282 to submit as evidence
the communications made during a confidential pre-bankruptcy
mediation session between the claimant and the Archdiocese of
Milwaukee.

"The Court will grant the Debtor's motion for reconsideration of
the Mediation Order, and will not allow any statements made in
the mediation to be considered in deciding the claim objection,"
Judge Kelley said.

The judge added: "The Court sincerely regrets that this change of
direction likely will cause Claimant A-282 consternation and
anguish.  With the exclusion of the mediation communications, the
settlement and release results in disallowance of his proof of
claim. But the Order disallowing Claimant A-282's claim will be
immediately appealable. If the district court reverses and allows
consideration of the mediation communications, then the Claimant
can move forward to defend his claim using that evidence.
However, if this Court's decision is affirmed, then the Claimant
will not have endured the emotional turmoil of litigating the
claim objection, only to see the result overturned on appeal
because the Court's Mediation Order was reversed.  The Court will
issue an Order vacating the prior Order and disallowing Claimant
A-282's claim."

On April 24, 2012, the archdiocese filed an objection to the
claim and a motion for summary judgment in support of its
objection.  The objection was based on the settlement and
complete release that the victim signed after participating in a
mediation program established by the Archdiocese of Milwaukee for
victims of sexual abuse.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


BELLMONT ROCK: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Bellmont Rock Holdings, LLC
          aka Federal JER Associates I, LLC
              Federal Del Rey Associates, LLC
        4023 Kennett Pike, Suite 644
        Wilmington, DE 19807

Bankruptcy Case No.: 13-10590

Chapter 11 Petition Date: March 22, 2013

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtor's Counsel: Donna L. Harris, Esq.
                  PINCKNEY, HARRIS & WEIDINGER, LLC
                  1220 N. Market Street, Suite 950
                  Wilmington, DE 19801
                  Tel: (302) 504-1499 - Direct
                  Fax: (302) 442-7046
                  E-mail: dharris@phw-law.com

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

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

The Company's list of its four largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/deb13-10590.pdf

The petition was signed by Ximena Suarez, manager.


BIG APPLE VOLKSWAGEN: Two Trials Can Be More Efficient Than One
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Paul G. Gardephe in New York
wrote in an opinion on March 24 that allowing a bankruptcy judge
to issue an advisory opinion in a fraudulent transfer suit is more
efficient, even though there may be some duplication of
proceedings in district court.

According to the report, Judge Gardephe said he would follow the
"emerging consensus" in New York that bankruptcy judges don't
ordinarily have the right under the Supreme Court's Stern v.
Marshall opinion to issue final rulings in fraudulent transfer
suits.  In the interest of judicial economy, he allowed the suit
to go to trial in bankruptcy court, rejecting the defendant's plea
that holding one trial in district court is preferable.  Judge
Gardephe said the bankruptcy judge has handled the bankruptcy and
"is more familiar with avoidance claims, which are customarily
adjudicated by bankruptcy courts because they are core
proceedings."

The report relates that along with the request to withdraw the
suit from bankruptcy court, the defendant asked the district court
to rule on the right to a jury trial.  On a procedural point,
Judge Gardephe said the question of waiver of jury trial should be
decided by the bankruptcy court because filing the motion to
withdraw the reference didn't automatically halt proceedings
before the bankruptcy judge.

Judge Gardephe thus is allowing the bankruptcy judge to decide
whether the defendant is entitled to a jury trial.  If there is a
right to a jury, the suit may end up in Judge Gardephe's courtroom
for trial.

The case is Nisselson v. Salim (In re Big Apple Volkswagon LLC),
12-cv-00092, U.S. District Court, Southern District of New York
(Manhattan).

Big Apple Volkswagen LLC sought bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11388) in Manhattan on March 30, 2011.  The
Debtor, an auto dealer on Boston Post Road in the Bronx, New York,
filed for Chapter 11 protection to prevent Volkswagen Credit Inc.
from taking possession.  The lender, according to the Debtor,
confiscated the keys and titles to the dealership's 76 new and
seven used autos.


BON-TON STORES: Appoints New Member to its Board of Directors
-------------------------------------------------------------
The Bon-Ton Stores, Inc.'s Board of Directors has unanimously
elected Jeffrey B. Sherman to its Board effective March 21, 2013.
Mr. Sherman will serve on the Human Resources and Compensation
Committee.

Mr. Sherman, 64, has been President of The Echo Design Group, a
company that designs, manufactures and distributes accessories and
home products, since 2010.  From 2008 to 2010, he served as
President and Chief Executive Officer of Hudson's Bay Trading
Company, a retailer with over 600 retail locations in Canada and
the United States.  Prior to that, Mr. Sherman served as President
and Chief Operating Officer of the Polo Retail Group of Ralph
Lauren Corporation, as Chief Executive Officer of Limited Stores
and in positions of increasing responsibility for over 30 years
with Federated Department Stores, including President and Chief
Operating Officer of Bloomingdale's.  Mr. Sherman received his
M.B.A. from New York University and a B.S. degree from New York
City College.  Mr. Sherman serves on the Board of Directors of
United Way, New York City.

Tim Grumbacher, Chairman Emeritus of the Board, stated, "We are
very pleased to welcome Jeff as a member of our Board of
Directors.  Jeff possesses extraordinary experience in the retail
and apparel industries.  I believe his expertise and vast
knowledge will be invaluable to Bon-Ton.  We welcome Jeff's
insight and counsel as we continue to execute our business
strategies for profitable growth and increased shareholder value."

The Company also announced that Bud Bergren has informed the Board
of Directors he will not be standing for reelection to the Board.
Mr. Bergren's term as director will expire effective as of the
2013 annual meeting of shareholders.

Mr. Grumbacher said, "The Board of Directors and I would
personally like to thank Bud for his contributions and dedicated
service.  We were very fortunate to have had his counsel and
support and wish him the best."

                       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.


CDPHP UNIVERSAL: A.M. Best Lowers Issuer Credit Rating From 'bb'
----------------------------------------------------------------
A.M. Best Co. has placed under review with negative implications
the financial strength rating (FSR) of B+ (Good) and issuer credit
rating (ICR) of "bbb-" of Capital District Physicians' Health
Plan, Inc. (CDPHP).  Additionally, A.M. Best has downgraded the
FSR to C++ (Marginal) from B (Fair) and ICR to "b+" from "bb" of
CDPHP's subsidiary, CDPHP Universal Benefits, Inc. (UBI) (both of
Albany, NY).  These ratings also have been placed under review
with negative implications.

The rating actions on UBI primarily reflect the significant
decline in its statutory capital and net losses reported through
year-end 2012, which directly affected its reported risk-adjusted
capital.  Additionally, offsetting these negative rating actions
is UBI's strong revenue growth trend, which has placed a strain on
its capital as well.

CDPHP has historically issued surplus notes to provide capital
support to UBI.  CDPHP's ratings recognize its adequate risk-
adjusted capital, favorable revenue growth trend and leading
market position in the greater capital district marketplace.  A.M.
Best notes that CDPHP faces competitive market pressure and an
uncertain outcome in New York State based on its health insurance
exchanges over the near term.

All ratings will remain under review pending A.M. Best's
examination of the organization's year-end 2012 financial results.


CELLULAR BIOMEDICINE: Names Radiology Professor to Board
--------------------------------------------------------
Cellular Biomedicine Group Inc. announced the appointment of Dr.
Jianping Dai to the Board of Directors.  Dr. Dai is a professor of
radiology in the Beijing Neurosurgical Institute and Beijing
Tiantan Hospital, Capital Medical University.  He also serves as
the President of Capital Medical University School of Medical
Imaging and Informatics.  He served as the President of Beijing
Tiantan Hospital Affiliated of Capital Medical University from
1993 to 2008.  He is a foreign associate of the Institute of
Medicine (IOM) of the National Academies.

Previously Dr. Dai served as President of the Chinese Society of
Radiology, Vice President of the Chinese Hospital Association and
Chairman of the Neuroimaging Center, Beijing Tiantan Hospital.
Beijing Tiantan Hospital is the largest center for clinical
treatment, teaching and research in neurology in Asia, and is a
partner with WHO (World Health Organization) on neurology training
cooperation.

Dr. Dai is the recipient of several awards from the Chinese
government due to his outstanding contribution to his country and
has focused his research on interventional therapy for
cerebrovascular disease and functional neuroimaging.

Dr. Steve Liu, Chairman and CEO of CBMG said, "Dr. Dai is widely
known for his outstanding contributions to the development of
neurology in China.  His diplomatic ability and extensive
experience in the medical community in China will be a great asset
to the CBMG Board."

In connection with Dr. Dai's appointment to the Board, and in
accordance with a letter agreement between Dr. Dai and the
Company, Dr. Dai will be paid $30,000 per year for his services as
a director.  In addition, Dr. Dai will be entitled to receive a
non-qualified stock option under the Company's Amended and
Restated 2011 Incentive Stock Option Plan to purchase up to 5,300
shares of common stock.  The exercise price of the option will be
set by the administrator of the plan on the effective date of the
option grant.

                About Cellular Biomedicine Group

Cellular Biomedicine Group, Inc., formerly known as EastBridge
Investment Group Corp., develops proprietary cell therapies for
the treatment of certain degenerative diseases and cancers.  The
Company's developmental stem cell, progenitor cell, and immune
cell projects are the result of research and development by
scientists and doctors from China and the United States.  The
Company's flagship GMP facility, consisting of eight independent
cell production lines, is designed, certified and managed
according to U.S. standards.  To learn more about CBMG, please
visit: http://www.cellbiomedgroup.com/

Tarvaran Askelson & Company, LLP, in Laguna Niguel, California,
expressed substantial doubt about EastBridge Investment's 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 significant losses and that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.

The Company's balance sheet at Sept. 30, 2012, showed $6.7 million
in total assets, $4.5 million in total liabilities, and
stockholders' equity of $2.2 million.


CENVEO CORP: Moody's Assigns 'Ba3' Rating to New US$360MM Loan
--------------------------------------------------------------
Moody's Investors Service rated Cenveo Corporation's new $360
million term loan Ba3. As part of the same rating action, Cenveo's
corporate family rating and probability of default rating were
affirmed at B3 and B3-PD respectively. The company's senior
secured second lien notes were affirmed at B3, and its senior
unsecured notes at Caa2. Cenveo's speculative grade liquidity
rating was also affirmed, at SGL-3 (adequate liquidity). The
outlook remains negative.

Proceeds from the new $360 million term loan due 2020 (TLB) plus a
new unrated $200 million asset-backed revolving term loan (ABL)
due 2018 will repay a $386 million term loan (TLB) due 2016 and
borrowings under the company's existing $170 million revolving
term loan (RTL) due 2014. Since the transaction leaves Cenveo's
credit metrics unchanged, the company's CFR is unaffected and was
affirmed at B3.

The transaction provides a four year window free of debt
maturities. Cenveo's next maturity is 2017 when $360 million comes
due, followed by $400 million in 2018. The new credit facilities
mature in 2018 and 2020 if the outstanding notes issues due in
2017 are refinanced; otherwise, they mature 90 days prior to
obligations.

While a positive development, the transaction has no impact on
Cenveo's SGL-3 speculative graded liquidity rating (adequate).
However, presuming ongoing maintenance of financial covenant
compliance, the extended maturity date is likely to ensure
adequate liquidity for the next three years.

Cenveo Corporation is a wholly-owned subsidiary of Cenveo, Inc.
(Cenveo), a publicly traded holding company. While all debt
instruments are issued by Cenveo Corporation, since Cenveo Inc.
guarantees all of Cenveo Corporation's debt and financial
statements are issued only by Cenveo Inc., Moody's maintains
corporate-level ratings and the associated outlook at Cenveo Inc.

Rating Actions:

Issuer: Cenveo Corporation

Senior Secured Term Loan assigned Ba3 (LGD2, 23%)

Issuer: Cenveo Inc.

Outlook, unchanged at Negative

Speculative Grade Liquidity Rating, affirmed at SGL-3

Corporate Family Rating, affirmed at B3

Probability of Default Rating, affirmed at B3-PD

Issuer: Cenveo Corporation

Senior Secured Bank Credit Facility, affirmed at Ba3 (LGD2, 19%)
[will be withdrawn in due course]

Senior Secured Second Lien Notes, affirmed at B3 with the LGD
Assessment revised to (LGD4, 54%) from (LGD4, 58%)

Senior Unsecured Regular Bond/Debenture, affirmed at Caa2 with
the LGD Assessment revised to (LGD5, 85%) from (LGD5, 87%)

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

Ratings Rationale

Cenveo is weakly positioned at the B3 rating level primarily
because of elevated leverage (Y/E 2012 Debt/EBITDA was 6.5x) and a
limited ability to reduce debt (FCF/Debt was 3.2% at December 31,
2012). The commercial printing industry is in secular decline
which is also a negative consideration. Revenues declined nearly
6% in 2012. However, with management limiting capital spending to
2% of revenues, Cenveo is able to generate $50 million-to-$60
million per year of free cash flow, and ongoing refinance
activities provide the company with much-needed time to reduce its
nearly $1.5 billion of debt (after Moody's standard adjustments).

Rating Outlook

Owing to recent revenue declines at Cenveo and an ongoing secular
decline in the industry, the rating outlook is negative.

What Could Change the Rating - Up?

A positive rating action would require expectations of Debt/EBITDA
leverage being less than 4.5x on a sustained basis along with free
cash flow in excess of 5% of total debt. With current Debt/EBITDA
at 6.5x, reaching the upgrade trigger implies debt reduction of
30% and/or EBITDA growth of 45%. Given this and given that an
upgrade would also require solid liquidity arrangements, an
absence of near-term refinance risks, improved industry
fundamentals, and a stable business platform displaying top-line
growth, Cenveo's ratings are likely to be constrained at the B3
level for some time.

What Could Change the Rating - Down?

Cenveo's ratings could be downgraded if liquidity and refinance
issues arise or if debt reduction activities falter whether
because of poor results or a management decision. Owing to their
potential impact of future refinance activities, a downwards
revision in existing financial guidance or a decrease in annual
'same store' revenue could also result in a downgrade.

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

Headquartered in Stamford, Connecticut, Cenveo Corporation, a
wholly-owned subsidiary of Cenveo, Inc. (Cenveo, a publicly traded
holding company), with annual revenues of approximately $1.8
billion, is involved in commercial printing and packaging (43% of
revenue), envelopes (39% of revenue), and form and label
manufacturing (18% of revenue).


CHARTIS EXCESS: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Debtor: Chartis Excess Limited
                   30 North Wall Quay, IFSC
                   Dublin 1, Ireland

Chapter 15 Case No.: 13-10526

Chapter 15 Petition Date: March 25, 2013

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

Foreign Representative: Alexander Rosati

Foreign
Representative's
Counsel:          Howard Seife, Esq.
                  CHADBOURNE & PARKE, LLP
                  30 Rockefeller Plaza
                  New York, NY 10112
                  Tel: (212) 408-5361
                  Fax: (212) 541-5369
                  E-mail: hseife@chadbourne.com

Estimated Assets: $100,000,001 to $500,000,000

Estimated Debts: $100,000,001 to $500,000,000

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


D AND R ROOFING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: D and R Roofing Co., Inc.
        116 Davis Street
        Douglas, MA 01516

Bankruptcy Case No.: 13-40678

Chapter 11 Petition Date: March 22, 2013

Court: U.S. Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Melvin S. Hoffman

Debtor's Counsel: Robert Osol, Esq.
                  MELIA & OSOL
                  16 Harvard Street
                  Worcester, MA 01609
                  Tel: (508) 753-5552
                  Fax: (508) 798-4040
                  E-mail: rosol@melia-osol.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mab13-40678.pdf

The petition was signed by Richard J. Ezold, Sr., president.


D MEDICAL: Voluntarily Deregisters Ordinary Shares with SEC
-----------------------------------------------------------
D. Medical Industries Ltd.'s Board of Directors approved the
filing of a Form 15F with the Securities and Exchange Commission
to voluntarily deregister its ordinary shares under the Securities
Exchange Act of 1934.  The Company intends to file the Form 15F on
or about March 29, 2013.  The Company's reporting obligations
under the Exchange Act will be suspended immediately upon the
filing of Form 15F and will terminate 90 days thereafter if there
are no objections from the SEC.  The Company reserves the right to
delay or withdraw the filing for any reason prior to their
effectiveness.

Following the deregistration, the Company's ordinary shares may
continue to be quoted on the OTC Markets Group Inc. electronic
quotation service if market makers commit to make a market in the
Company's shares.  However, the Company has not arranged for
quotation on the Pink Sheets or listing or quotation on any other
exchange or quotation medium within the U.S.  Thus, the Company
can provide no assurance that trading in its ordinary shares will
be quoted on the Pink Sheets or otherwise.  The Company's ordinary
shares will continue to trade on the Tel Aviv Stock Exchange Ltd.

In deciding to voluntarily deregister its ordinary shares, the
Company's Board of Directors considered several factors, including
the following:

   * low U.S. trading volume;

   * high public company costs in the U.S., including those
     associated with preparation and filing of the Company's
     periodic reports with the SEC;

   * significant management time spent on U.S. regulatory
     compliance; and

   * the potential impact of deregistration on Company
     shareholders resident in the U.S.

In addition, D. Medical filed a post-effective amendment no.1 to
the Form F-1 originally filed on May 25, 2010, a post-effective
amendment no.1 to the Form F-3 registration statement originally
filed on Sept. 2, 2011, and a post-effective amendment no.1 to the
Form S-8 registration statement originally filed Dec. 28, 2010.
The Company amended the Registration Statements to withdraw from
registration the securities registered but remain unsold.

                          About D. Medical

D. Medical -- http://www.dmedicalindustries.com/-- is a medical
device company that holds through its subsidiaries a portfolio of
products and intellectual property in the area of insulin and drug
delivery.  D. Medical has developed durable and semi-disposable
insulin pumps, which continuously infuse insulin into a patient's
body, using its proprietary spring-based delivery technology.  D.
Medical believes that its spring-based delivery mechanism is cost-
effective compared to the motor and gear train mechanisms that
drive competitive insulin pumps and also allows it to incorporate
certain advantageous functions and design features in its insulin
pumps.

The Company reported a net loss of NIS 48.30 million on
NIS 1.51 million of sales for 2011, compared with a net loss of
NIS 45.89 million on NIS 1.26 million of sales for 2010.

The Company's balance sheet at Sept. 30, 2012, showed
NIS8.7 million in total assets, NIS7.7 million in total
liabilities, and equity of NIS1.0 million.

As reported by the Troubled Company Reporter on July 18, 2012,
Kesselman & Kesselman, in Haifa, Israel, expressed substantial
doubt about D. Medical Industries Ltd.'s ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses and negative cash flows from
operations.


DAYSTAR TECHNOLOGIES: Gets Nasdaq Listing Non-Compliance Notice
---------------------------------------------------------------
DayStar Technologies Inc. received notice from The Nasdaq Stock
Market on March 20, 2013, that the staff is of the view that on at
least two occasions over the past five months, the Company has
violated the shareholder approval requirements set forth in
Listing Rule 5635(c).  The notice states that these violations
form an additional concern under Listing Rule 5101 and a separate
and additional basis for delisting the Company's securities from
The Nasdaq Stock Market.

The staff letter also raised "public interest" concerns regarding:

        i. the Company's lack of revenue to date, current and
planned operating business;

        ii. the magnitude of the share issuances following the
Company's reverse stock split on April 9, 2012, under which the
Company's number of total shares outstanding ("TSO") rose from
1.56 million on May 11, 2012 to 4.3 million by January 7, 2013 and
was expected to continue to grow;

        iii. the lack of oversight by the Company's prior Interim
Chief Executive Officer with respect to the Company's operations,
especially given that, during his tenure as Chief Executive
Officer, Mr. Lacey certified each of the Company's periodic
reports filed with the SEC as to their accuracy and completeness,
as required by the Sarbanes-Oxley Act of 2002, taken together with
the staff's concerns regarding the Company's current limited
business activity, and the concern about shareholder
approval violations;

        iv. the Company's ability to continue to comply with
Nasdaq's listing standards given that in its Form 10-Q for the
period ended September 30, 2012, the Company reported
stockholders' equity of $2,663,519, since its inception, the
Company has incurred losses, including a $3.8 million loss for the
nine months ended September 30, 2012 and losses of $3.4
million and $28.1 million for the years ended December 31, 2011
and 2010, and that the Company's CFO advised the staff that it
expects to report stockholders' equity below the minimum $2.5
million requirement for continued listing on The Nasdaq Capital
Market, as prescribed in Listing Rule 5550(b)(1) when it files its
Annual Report on Form 10-K for the year ended December 31, 2012;

        v. the history of the Company's non-compliance with the
Listing Rules, having received notifications for failure to
evidence compliance on thirteen (13) separate occasions, ten (10)
of those occurring within the past three and a half years,
including minimum bid price in September 2009 and April 2011; the
periodic filing obligation in November 2012; minimum stockholders'
equity in November 2010; the shareholder approval rules with
respect to equity compensation and private placements in
November 2010; annual meeting of shareholders in January 2010 and
January 2013; majority independent board of directors in November
2011; and audit committee composition in May 2010 and November
2011;
       vi. whether 200,000 shares of restricted common stock
issued to Brendan MacMillan should have required shareholder
approval; and

      vii. whether 185,717 shares issued to five employees as
inducement compensation in November 2012, 1,034,001 shares issued
to nine employees as inducement compensation in December 2012 and
239,000 shares issued to three individuals as compensation for
consulting work in December 2012 required shareholder approval.

The Nasdaq Hearings Panel will consider these matters in rendering
a determination regarding the Company's continued listing on The
Nasdaq Capital Market at a hearing scheduled for March 28, 2013.
The Company has worked diligently to address the concerns raised
in the staff letter, including the retention of a new management
team, and at its in person meeting with the Hearings Panel on
March 28 will present its proposed future operating plan that it
believes addresses many of the concerns raised in the staff
letter.

There can be no assurance given that the Hearings Panel will grant
the Company's request for continued listing, and if it does not,
the Company's common stock will be moved to another exchange and
delisted from The NASDAQ Capital Market.

                    About DayStar Technologies

DayStar Technologies -- http://www.daystartech.com/-- is a
developer of solar photovoltaic products based upon CIGS thin film
deposition technology and is currently embarked on a strategy of
strategic partnerships to enter new markets within the global
renewal energy industry including ownership and construction of
solar and renewable power plants.


DDR CORP: Fitch Assigns 'BB-' Rating to Class K Preferred Stock
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to the $150 million
6.25% Class K cumulative redeemable preferred stock issued by
DDR Corp. (NYSE: DDR). DDR expects to use the net proceeds from
the offering to redeem a portion of its 7.375% Class H cumulative
redeemable preferred stock, which consisted of $205 million of
outstanding securities as of Dec. 31, 2012.

Fitch currently rates DDR as follows:

-- Issuer Default Rating (IDR) 'BB+';
-- $815 million unsecured revolving credit facilities 'BB+';
-- $350 million unsecured term loans 'BB+';
-- $1.8 billion senior unsecured notes 'BB+';
-- $317.9 million senior unsecured convertible notes 'BB+';
-- $405 million preferred stock 'BB-'.

The Rating Outlook is Positive.

Key Rating Drivers

The Positive Outlook reflects Fitch's expectation that DDR's
credit profile will improve to a level consistent with a 'BBB-'
IDR over the next 12-24 months. The Outlook also reflects the
expansion of net operating income from a prime shopping center
portfolio, a granular roster of retailer tenants, and a fixed-
charge coverage ratio that is expected to sustain at levels
appropriate for the 'BBB-' rating due to upward leasing spreads
and joint venture cash flow growth. The Outlook also takes into
account the company's good access to capital on increasingly
favorable terms, and adequate liquidity position including a large
unencumbered pool. Leverage remains consistent with the 'BB+'
rating, although Fitch anticipates that DDR's management team will
continue to utilize equity issuances and retained cash flow from
organic growth and redevelopment to reduce leverage to a level
consistent with a 'BBB-' IDR.

High-Quality Portfolio

The prime portfolio, which DDR defines as assets in higher
barrier-to-entry markets with strong household income profiles,
represented 89.3% of total net operating income in the trailing 12
months ended fourth quarter 2012 (4Q'12), up from 81.6% at the
beginning of 2010 and 70.0% at the beginning of 2009. DDR
continues to acquire high quality assets on balance sheet and in
joint ventures while selling lower quality assets, and Fitch
expects this strategy of portfolio recycling to continue going
forward.

Strong Tenant Roster

As of Dec. 31, 2012, top tenants by base rental revenue were Wal-
Mart Stores, Inc. (3.2% of rental revenues, Fitch IDR of 'AA' with
a Stable Outlook), TJX Companies (2.5%), Bed Bath & Beyond (2.3%),
PetSmart (2.3%), and Kohl's Corporation (2.2%, Fitch IDR of 'BBB+'
with a Stable Outlook). For 2012, weighted average lease terms
were 8.2 years on new leases and 5.2 years on renewals, signaling
cash flow stability absent tenant bankruptcies. Fitch's most
recent U.S. Retail Stats Quarterly report noted generally steady
operating and credit trends across the U.S. retail sector.

Improving Fixed-Charge Coverage

Fixed-charge coverage continues to improve and was 2.0x in 2012
pro forma for the class K preferred stock offering, up from 1.7x
in 2011 and 1.6x in 2010. Fitch defines fixed-charge coverage as
recurring operating EBITDA including Fitch's estimate of recurring
cash distributions from unconsolidated entities less recurring
capital expenditures and straight-line rent adjustments divided by
total interest incurred and preferred stock dividends.

New supply is limited, resulting in improved property-level
fundamentals. Same-store net operating income (NOI) grew by 3.4%
in 2012 due to continued positive leasing spreads of 7.0%, coupled
with occupancy gains. Recent same-store NOI results exceeded the
10-year average of 1.5% from 2003-2012 and contributed towards the
improvement in coverage.

Additionally, DDR's 2012 joint venture with Blackstone Real Estate
Partners VII and growth in Sonae Sierra Brasil BV Sarl
distributions resulted in recurring unconsolidated entity cash
flow to DDR of $37.3 million annually, more than 2x levels
achieved in 2011 and bolstering corporate earnings power going
forward.

Fitch anticipates that low same-store NOI growth as well as
incremental earnings from re-development will result in fixed-
charge coverage sustaining in the low 2x range, which is
appropriate for a 'BBB-' rating. In a stress case not anticipated
by Fitch in which DDR's results revert to 2009 levels, coverage
would fall below 2x, which would be more consistent with a 'BB+'
rating.

Strong Access to Capital

Capital access remains solid and terms continue to improve. In
June 2012, the company issued $300 million 4.625% senior unsecured
notes due 2022 priced to yield 4.865% to maturity, or 325 basis
points over the benchmark treasury rate and in July 2012, DDR
issued $200 million 6.5% Class J preferred stock. In November
2012, DDR re-opened the 4.625% notes due 2022 and priced $150
million to yield 3.465% to maturity, or 185 basis points over the
benchmark treasury rate. DDR also accessed the secured debt market
and its at-the-market equity offering program in 4Q'12.

In January 2013, the company refinanced its unsecured revolving
credit facilities with a pricing reduction to LIBOR plus 140 basis
points (a decrease of 25 basis points from the previous rate) and
refinanced its secured term loan with a pricing reduction to LIBOR
plus 155 basis points (a decrease of 15 basis points from the
previous rate). DDR subsequently issued $150 million of 6.25%
class K preferred stock.

Adequate Liquidity

Liquidity coverage, defined as liquidity sources divided by
liquidity uses, is 1.3x for the period from Jan. 1, 2013 to Dec.
31, 2014. Liquidity sources include unrestricted cash,
availability under the company's unsecured revolving credit
facilities, and projected retained cash flows from operating
activities after dividends and distributions. Liquidity uses
include pro rata debt maturities and projected recurring capital
expenditures and redevelopment expenditures. Assuming a 75%
refinance rate on upcoming secured debt maturities, liquidity
coverage would be strong at 3.1x.

As of Dec. 31, 2012, the company had no unsecured debt maturities
through May 2015. The debt maturity schedule as of Dec. 31, 2012
had 2.5% maturing in 2013, 7.7% maturing in 2014, and 20.7% in
2015. Notably, the weighted average debt duration is approximately
5 years as of Dec. 31, 2012, indicating appropriate long-term
asset and liability matching.

DDR also has contingent liquidity from a large unencumbered
property pool that is consistent with a 'BB+' rating. Unencumbered
properties valued at an 8% capitalization rate, and a 50% haircut
on unencumbered land covered unsecured debt by 1.8x as of Dec. 31,
2012. A haircut on land is conservative given impairments incurred
on DDR's land during previous years. The covenants in the
company's debt agreements do not restrict financial flexibility.

Leverage Consistent with 'BB+' IDR

Net debt-to-recurring operating EBITDA was 7.4x in 4Q'12 (8.0x for
FY2012) compared with 8.2x as of Dec 31, 2011 and 8.6x as of
Dec. 31, 2010. Organic EBITDA growth and equity-funded
acquisitions have resulted in declines in leverage. However, Fitch
anticipates that favorable fundamentals and continued ATM
utilization will push leverage below 7x over the next 12-to-24
months, which would be appropriate for a 'BBB-' rating. In a
stress case not anticipated by Fitch in which DDR's results revert
to 2009 levels, leverage would sustain above 7x, which would be
more consistent with a 'BB+' rating.

Preferred Stock Notching

The 'BB-' rating of the preferred stock (a two-notch differential
from the IDR) is consistent with Fitch's criteria for corporate
entities with an IDR of 'BB+'. Based on Fitch's research on
'Treatment and Notching of Hybrids in Nonfinancial Corporate and
REIT Credit Analysis,' these preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

Positive Outlook

The Positive Outlook reflects Fitch's expectation that the
portfolio will remain almost entirely prime, coverage will sustain
above 2.0x, leverage will sustain below 7.0x, and unencumbered
asset coverage will sustain above 2.0x.

Rating Sensitivities

The following factors may result in an IDR upgrade to 'BBB-':

-- Fitch's expectation of fixed-charge coverage sustaining above
    2.0x (2012 pro forma coverage was 2.0x);

-- Fitch's expectation of leverage sustaining below 7.0x
    (leverage was 7.4x in 4Q'12);

-- Fitch's expectation of unencumbered asset coverage of
    unsecured debt sustaining above 2.0x (unencumbered assets -
    valued as 2012 unencumbered NOI divided by a stressed
    capitalization rate of 8% plus a 50% haircut to land - to
    unsecured debt was 1.8x).

The following factors may have a negative impact on DDR's ratings
and/or Outlook:

-- Fitch's expectation of fixed-charge coverage sustaining below
    1.8x;
-- Fitch's expectation of leverage sustaining above 8.5x;
-- Base case liquidity coverage sustaining below 1.0x.


DIALOGIC INC: Incurs $4.66 Million Net Loss in Fourth Quarter
-------------------------------------------------------------
Dialogic Inc. reported a net loss of $4.66 million on $37.91
million of total revenue for the three months ended Dec. 31, 2012,
as compared with a net loss of $9.16 million on $50.01 million of
total revenue for the same period during the prior year.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $37.77 million on $159.96 million of total revenue, as
compared with a net loss of $54.80 million on $198.08 million of
total revenue during the previous year.

The Company's balance sheet at Dec. 31, 2012, showed $123.38
million in total assets, $141.22 million in total liabilities and
a $17.84 million total stockholders' deficit.

In December 2012, the Company initiated a plan to further
streamline operations and reduce operating costs, including
specific workforce reductions.  In the fourth quarter of 2012, the
company recorded $2.3 million for severance and related charges
for workforce reductions that were implemented in the first
quarter of 2013.  In total, the Company recorded $5.8 million for
severance and related charges for the full year 2012.

"Throughout 2012 we focused on transitional activities including
operational, organizational, and financial initiatives that
significantly improved the health of the company," said Kevin
Cook, President and CEO.  "We successfully realigned our product
organization to focus on our most promising solutions, evolved the
talent on our senior management team and Board of Directors,
eliminated $22.8 million in operating expenses year over year and
restructured our long-term debt."

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

                        http://is.gd/Qrbtrb

                           About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

                        Bankruptcy warning

The Company has said in regulatory filings that, "In the event of
an acceleration of our obligations under the Term Loan Agreement
or Revolving Credit Agreement and our failure to pay the amounts
that would then become due, the Revolving Credit Lender or Term
Lenders could seek to foreclose on our assets.  As a result of
this, we would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code and/or our affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, we could seek to reorganize our
business, or we or a trustee appointed by the court could be
required to liquidate our assets."


DIOCESE OF WILMINGTON: Claim, Also Filed Against CBI, Disallowed
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
order disallowing Claim No. 70 filed against the Catholic Diocese
of Wilmington.  The bankruptcy court authorized the trustee of the
Catholic Diocese of Wilmington Inc. Qualified Settlement Fund to
make no distribution to the holder of the claim from the trust.

The trustee objected to the claim after she found out that a
similar claim was filed by the same creditor in the bankruptcy
case of The Christian Brothers' Institute and The Christian
Brothers of Ireland, Inc.  The case is pending before the U.S.
Bankruptcy Court in Manhattan.

                  About the Diocese of Wilmington

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

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

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

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


DVORKIN HOLDINGS: Status Hearing on Plan Continued Until Aug. 6
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued until Aug. 6, 2013, at 10:30 a.m., the status hearing on
Dvorkin Holdings, LLC's Chapter 11 Plan and explanatory Disclosure
Statement.

Dvorkin Holdings, LLC, a holding company that has interests in
40 non-debtor entities, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012.  The Debtor
disclosed $69,894,843 in assets and $9,296,750 in liabilities as
of the Chapter 11 filing.  Bankruptcy Judge Jack B. Schmetterer
oversees the
case.  Michael J. Davis, Esq., at Springer, Brown, Covey, Gaetner
& Davis, in Wheaton, Illinois, served as counsel to the Debtor.
The petition was signed by Loran Eatman, vice president of DH-EK
Management Corp.

The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 trustee.
Lender, FirstMerit Bank, N.A., also sought appointment of a
chapter 11 trustee.  Seyfarth Shaw LLP represents the trustee in
the sale of certain assets, including real property.


DYNEGY INC: Said to Seek $1.8 Billion Covenant-Light Financing
--------------------------------------------------------------
Dynegy Inc. is seeking $1.8 billion of loans to refinance debt,
reports Krista Giovacco at Bloomberg News, citing a person with
knowledge of the matter.

Credit Suisse Group AG is leading the transaction, which includes
a $500 million term loan B-1 portion that will mature in two
years, a $500 million revolving line of credit due in five years
and an $800 million term B-2 piece that expires in seven years,
said the person, who asked not to be identified because the deal
is private.

The transaction "refinances high-cost debt and significantly
reduces our annual interest expense," Laura Hrehor, managing
director of investor relations at Dynegy said in a telephone
interview.  "It simplifies our capital structure and removes an
existing ring-fencing structure at our coal and gas plants that
will free up cash that's currently restricted."

Dynegy, based in Houston, is hosting a lender meeting April 2 at 2
p.m. in New York, the person said, according to the report.  The
loans are covenant-light, meaning they will not contain financial
maintenance requirements.

The company had about $1.4 billion of long-term debt as of Dec.
31, according to a March 14 regulatory filing.

Dynegy's $837 million and $517 million of loans outstanding under
a credit pact that expires in August 2016 pay interest at 7.75
percentage points more than the London interbank offered rate with
a 1.5% minimum on the lending benchmark, according to data
compiled by Bloomberg.  It has a $150 million credit line that
expires in January 2014 that pays interest at 3.25 percentage
points more than Libor, the data show.

                          About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of
their plan of liquidation in March 2013, allowing the former
operating units of Dynegy to consummate a settlement agreement
resolving some lease trustee claims and sell their facilities.


EASTMAN KODAK: Seeks Approval of New ORIC Policy Terms
------------------------------------------------------
Eastman Kodak Co. seeks a court order authorizing the company to
agree to the accommodations requested by Old Republic Insurance
Co. as condition for the renewal of its insurance policies.

The insurance firm and its Canada-based affiliate earlier agreed
to continue to provide insurance coverage to Kodak for the policy
year May 1, 2013-May 1, 2014 on the condition that Kodak gets
approval of the accommodations requested by the firms.

ORIC requested that any post-petition obligations under the
policies as well as those obligations connected with future
renewal of Kodak's insurance coverage be entitled to priority
under section 503(b) of the Bankruptcy Code.  The firm also
requested that those obligations be considered as necessary
expenses of Kodak's estate and paid in the ordinary course of
business.

ORIC also wants the automatic stay lifted without further court
order to allow the firm to cancel its insurance policies for the
year May 1, 2012-May 1, 2013.

A court hearing is scheduled for April 17.  Objections are due by
April 10.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EDISON MISSION: Wants to Extend Lease Decision Period to July 15
----------------------------------------------------------------
Edison Mission Energy and its affiliates seek entry of an order
extending by 90 days the time period within which the Debtors must
assume or reject unexpired leases of nonresidential real property
through and including July 15, 2013.

As of the Petition Date, the Debtors are parties to several
Unexpired Leases.  These include the leveraged leases with respect
to the Powerton Generating Station and Units 7 and 8 of the Joliet
Generating Station operated by Midwest Generation LLC (MWG), three
leases of offices that manage the Debtors' regional operations,
and a quarry lease pursuant to which Lincoln Stone Quarry Inc.
leases certain premises located at the Joliet facility to MWG.

These chapter 11 cases remain in their early stages and the
initial 90 days of these chapter 11 cases have been very active.
The Debtors are focused on right-sizing their balance sheets and
streamlining their operations through the tools afforded under the
Bankruptcy Code.  At the same time, many of the Debtors'
restructuring-related initiatives are still at their inception and
require careful consideration and analysis.

In addition, and in close coordination with the Committee and a
group of certain holders of Edison Mission Energy's senior
unsecured notes, the Debtors continue to pursue the settlement
contemplated in that certain Transaction Support Agreement between
EME, Edison International, and the members of the Noteholder
Group.  The TSA is subject to an ongoing investigation by the
Debtors in consultation with its major stakeholders to determine
whether in fact to move forward with the settlement.

The Debtors' initial 120-day period to assume or reject the
Unexpired Leases expires on April 16, 2013.  The Debtors seek a
90-day extension of the period to continue to evaluate the
Unexpired Leases and all restructuring initiatives and begin to
move forward, hand in hand with their major creditor
constituencies, on a path to maximize the value of the Debtors'
estates.  The Debtors submit that all parties will be best served
by an extension, which will avoid needless distraction and provide
the appropriate environment for the major stakeholders in these
chapter 11 cases to work collaboratively regarding the Unexpired
Leases toward a value-maximizing restructuring.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by the law firms Akin Gump and Perkins
Coie.  The Committee also has tapped Blackstone Advisory Partners
as investment banker and FTI Consulting as financial advisor.


EDISON MISSION: Asks Court to Set June 1 as Claims Bar Date
-----------------------------------------------------------
Edison Mission Energy requests that the Bankruptcy Court establish
these deadlines for filing proofs of claim:

     * June 1, 2013, as the general deadline for Claimants (other
       than governmental units) to file prepetition claims;

     * June 15, 2013, as the deadline for governmental units to
       file prepetition claims; and

     * deadlines for Claimants to file Claims related to amended
       scheduled amounts or rejected executory contracts or
       unexpired leases.

The Debtors anticipate a substantial number of holders of claims
in these cases.  On February 14, 2013, each of the Debtors filed
schedules of assets and liabilities and statements of financial
affairs.  The Debtors' Schedules include over 4,800 known
creditors.  Accordingly, the Debtors believe that their estates
will benefit from the setting of a bar date through clear
procedures to promptly and accurately identify the full nature,
extent, and scope of all claims that may be asserted against their
estates.  To accomplish this, the Debtors require complete and
accurate information regarding the nature, amount, and status of
all such claims.  Thus, the Debtors believe it is appropriate to
begin the claims analysis and reconciliation process in accordance
with clearly established procedures that will limit confusion on
the part of creditors and simplify the estates' claims
administration process.

The Debtors intend to send notice of proposed bar dates on or
about five business days after the entry of the Order and to
publish notice in newspapers on the same date.

The Debtors propose that any Claimant who is required, but fails,
to file a Proof of Claim in accordance with the Order on or before
the applicable Bar Date, or by other order of the Court, will be
forever barred from asserting such Claim against the Debtors.
Furthermore, the Debtors' property will be forever discharged from
any and all indebtedness or liability with respect to the Claim,
and such holder will not (a) be treated as a creditor with respect
to the Claim; (b) be permitted to vote to accept or reject any
plan of reorganization filed in these chapter 11 cases; (c)
participate in any distribution in these chapter 11 cases on
account of such Claim; or (d) be permitted to receive further
notices regarding such Claim.

A copy of the motion and claims filing procedures is available for
free at http://bankrupt.com/misc/em_bardate.pdf

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by the law firms Akin Gump and Perkins
Coie.  The Committee also has tapped Blackstone Advisory Partners
as investment banker and FTI Consulting as financial advisor.


EDUCATION MANAGEMENT: Moody's Raises CFR One Notch to 'Caa1'
------------------------------------------------------------
Moody's Investors Service upgraded Education Management LLC's
("Education Management" - an indirect wholly owned subsidiary of
Education Management Corporation) corporate family rating to Caa1
from Caa2, the probability of default rating to Caa1-PD from Caa2-
PD, and the ratings on the senior secured bank debt to Caa1 from
Caa2. The speculative grade liquidity rating was upgraded to SGL-3
from SGL-4. The ratings outlook was changed to stable from
negative.

The ratings upgrade reflects the company's improved debt maturity
profile following the recent completion of a previously announced
private debt exchange. The transaction reduced debt and removed
the issue associated with the springing maturity, whereby the
senior secured credit facilities would have matured on March 1,
2014 if the company had not addressed the $375 million 8.75%
senior notes due 2014 by that date. As part of the exchange,
consenting holders of the $375 million 8.75% senior unsecured
notes due 2014 received cash consideration and new 15% senior
unsecured notes due 2018 (unrated). Approximately $201 million of
new notes were outstanding at closing of the debt exchange. Cash
interest on the new notes accrues at a rate of 15% a year and also
includes a 1% PIK component beginning in 2014 that steps-up 1%
annually until maturity.

The Caa1 corporate family rating captures the uncertain timing of
a recovery in on-campus enrollments at The Art Institutes, which
account for the bulk of the company's EBITDA. A return to positive
new on-campus student enrollments for The Art Institutes is
critical to restoring EBITDA growth. On-campus enrollments have
generally turned positive at the company's other systems (South
University/Brown Mackie/Argosy), although in combination, these
account for only a small portion of EBITDA.

The upgrade of the speculative grade liquidity rating reflects the
company's improved debt maturity profile because of the exchange
offer. The SGL-3 speculative grade liquidity rating reflects
Moody's view that the company will maintain an adequate liquidity
profile over the next 12 months, supported by its unrestricted
cash balance, expectations for modest positive free cash flow, and
available capacity under the revolving credit facility. Weighing
down on the liquidity profile is the limited cushion under the
financial maintenance covenants governing the credit agreement.

Ratings upgraded:

Corporate family rating to Caa1 from Caa2

Probability of default rating to Caa1-PD from Caa2-PD

$328 million senior secured revolving credit facility due 2015 to
Caa1 (LGD4, 51%) from Caa2 (LGD3, 46%)

$741 million senior secured term loan due 2016 to Caa1 (LGD4, 51%)
from Caa2 (LGD3, 46%)

$344 million senior secured term loan due 2018 to Caa1 (LGD4, 51%)
from Caa2 (LGD3, 46%)

Speculative grade liquidity rating to SGL-3 from SGL-4

Rating withdrawn:

$375 million 8.75% senior unsecured notes due June 1, 2014 at Ca
(LGD6, 92%)

Ratings Rationale:

Education Management's Caa1 corporate family rating reflects
Moody's expectation that leverage will increase to about 5.0 times
and that EBITDA less capex to interest will hover around 1.8 times
over the next 12 to 18 months (Moody's adjusted). The rating also
captures declining total enrollments and profitability levels, and
the ongoing challenging operating environment due to the reduced
availability of student loans, negative industry press, and
increased regulatory risk given the company's reliance on Title IV
student loans. In addition, the company recently received a
subpoena from the Division of Enforcement of the Securities and
Exchange Commission ("SEC") relating to its valuation of goodwill
and the bad debt allowance for student receivables. There is also
the potential for increased competition from non-profit
institutions. Education Management's rating derives some support
from its business position as one of the largest providers of
post-secondary education in the U.S., significant scale, the
diversity of its academic programs, credit metrics that are
generally good for the ratings category and Moody's opinion that
the near-term liquidity profile is adequate.

The stable outlook reflects Moody's expectation that any declines
in Education Management's EBITDA for fiscal 2014 will be modest
and that it will maintain an adequate liquidity profile.

The ratings could be downgraded the if the business (particularly
The Art Institutes new on-campus enrollments) does not turn around
such that it appears likely that EBITDA will meaningfully decline
in fiscal 2014 from fiscal 2013 levels. A narrowing of cushion
under financial covenants, negative annual free cash flow, and/or
any unfavorable outcome related to the pending SEC investigation
or 2011 qui tam action could result in a downgrade.

The ratings could be upgraded if Education Management demonstrates
sustained improvement in new enrollment trends, increases its
quarterly EBITDA on a year-over-year basis, and enhances cushion
under its financial covenants, assuming pending regulatory and
legal issues are resolved in a satisfactory manner.

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

Education Management LLC, based in Pittsburgh, Pennsylvania, is
one of the largest providers of private post-secondary education
in North America, based on student enrollment and revenue. The
company reported revenues of approximately $2.6 billion for the
twelve months ended December 31, 2012.


ELCOM HOTEL: Creditors Have Until May 7 to File Proofs of Claim
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
established May 7, 2013, as the deadline for any individual or
entity to file proofs of claim against Elcom Hotel & Spa LLC and
Elcom Condominium LLC.  The Court also set April 8, 2013, as the
deadline to file a complaint to determine dischargeability of
certain debts.

                         About Elcom Hotel

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

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

Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in
liabilities as of the Chapter 11 filing.  The Debtor owes OBH
Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC,
formerly known as ANO, LLC, $9 million on a mezzanine loan secured
by a lien on the ownership interests in the project's owner.  OBH
Funding and ANO are owned by Thomas D. Sullivan, the manager of
the Debtors.

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


EMPIRE RESORTS: Incurs $2.3 Million Net Loss in 2012
----------------------------------------------------
Empire Resorts, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
applicable to common shares of $2.26 million on $71.97 million of
net revenues for the year ended Dec. 31, 2012, as compared with a
net loss applicable to common shares of $1.57 million on $70.19
million of net revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $52.44
million in total assets, $27.63 million in total liabilities and
$24.81 million in total stockholders' equity.

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

                        http://is.gd/HfADWx

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.


EXECUTIVE CENTER: Court Dismisses Chapter 11 Case
-------------------------------------------------
The Hon. Victoria S. Kaufman of the U.S. Bankruptcy Court for the
Central District of California has granted Executive Center of
Simi Valley LLC's motion for dismissal of its Chapter 11 case.

As reported by the Troubled Company Reporter on Jan. 28, 2013, the
case was filed to put a stop a state court action seeking to
appoint a receiver on properties commonly known as 30077 and 30101
Agoura Court, Agoura Hills CA 91301.  The Agoura properties were
foreclosed upon Nov. 2, 2012, secured by creditor Platinum
Courtyard, LLC.  The Debtor still owns 1445 East Los Angeles Ave.,
Simi Valley CA 93065.  The Debtor has never missed payment on that
property.  The Debtor has 471,782.37 in unsecured debt and said it
can handle on its own.

                        About Executive Center

Executive Center of Simi Valley LLC, which operates the Agoura
Hills Corporate Center, filed for Chapter 11 (Bankr. C.D. Cal.
Case No. 12-11527) on Feb. 16, 2012.  Judge Victoria S. Kaufman
presides over the case.  Janet A. Lawson, Esq., in Ventura,
California, serves as the Debtor's counsel.  The Debtor scheduled
$29,576,254 in assets and $19,093,382 in debts.  The petition was
signed by Arnold A. Klein, managing partner.


FISKER AUTO: Said to Hire Kirkland, Explore Bankruptcy Options
--------------------------------------------------------------
Emily Glazer, Sharon Terlep and Mike Ramsey, writing for The Wall
Street Journal, report that people familiar with the matter said
Fisker Automotive Inc. has hired restructuring lawyers at Kirkland
& Ellis LLP to prepare for a possible bankruptcy filing, though no
final decisions have been made.

According to WSJ, Fisker faces an April 22 deadline to make a loan
payment to the U.S. Department of Energy.  Fisker currently
carries about $192 million in debt under the DOE's Advanced
Technology Vehicles Manufacturing Loan Program.  WSJ says Fisker
and the DOE have declined to reveal the precise amount Fisker owes
on April 22.

Fisker, WSJ relates, furloughed 200 U.S. workers in late March for
a limited time to conserve cash.

WSJ says a Fisker spokesman declined to comment on Kirkland &
Ellis.

WSJ says a DOE spokesman said the agency "is committed to the best
outcome for taxpayers."  Fisker's equipment and property are
pledged as collateral on its loan, so the U.S. government would
likely control the company in the event of a bankruptcy-protection
filing.

According to WSJ, people familiar with the matter have said
Fisker's talks with Chinese auto makers, Zhejiang Geely Holding
Group and Dongfeng Motor Group Co., have hit rough patches of late
because of Fisker's desire to try to move forward with U.S.
production at a former General Motors Co. plant in Delaware that
Fisker now owns.  The company is still reaching out to investment
firms to try and find a buyer or additional money, said a person
familiar with Fisker's plans.

WSJ also relates people familiar with the matter said the
Department of Energy has retained investment bank Houlihan Lokey
Inc. to track the company's fundraising efforts.

The report also notes Fisker in December 2012 said it was working
with Evercore Partners Inc. to find potential investors or
partners to raise money.  Fisker later hired Huron Consulting
Group Inc. to help manage day-to-day operations during
negotiations, including one of its own serving as chief
administrative officer.

Anaheim, Calif.-based Fisker is the maker of a $100,000 sports
car.  It was funded in part by an Obama administration program to
promote clean-energy vehicles.


FREESEAS INC: Issues Add'l 390,000 Settlement Shares to 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, plus fees and costs.  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.

The Settlement Agreement provides that the Initial 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.

Hanover demonstrated to the Company's satisfaction that it was
entitled to receive 390,000 Additional Settlement Shares, and that
the issuance of those Additional Settlement Shares to Hanover
would not result in Hanover exceeding the beneficial ownership
limitation.  Accordingly, on March 21, 2013, the Company issued
and delivered to Hanover 390,000 Additional Settlement Shares
pursuant to the terms of the Settlement Agreement approved by the
Order.

                        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.


FREDERICK'S OF HOLLYWOOD: Closes $10-Mil. Pref. Stock Offering
--------------------------------------------------------------
Frederick's of Hollywood Group Inc. has closed a $10 million
Series B Convertible Preferred Stock financing with Five Island
Asset Management LLC, a subsidiary of Harbinger Group Inc.  The
Series B preferred stock is convertible into an aggregate of
40,000,000 shares of the Company's common stock at a conversion
price of $0.25 per share, subject to adjustment.  Dividends on the
Series B preferred stock are payable in cash at an annual rate of
9%, or, at the Company's discretion, payable in additional shares
of Series B preferred stock at an annual rate of 12%.  The Company
also issued to the Purchaser warrants to acquire up to an
aggregate of 10,246,477 shares of common stock at exercise prices
ranging from $0.01 to $1.21 per share.  The Series B preferred
stock ranks senior to the Company's Series A Convertible Preferred
Stock.  The holder of the Series A Convertible Preferred Stock
waived its anti-dilution adjustment otherwise applicable as a
result of this transaction.

Under the terms of the agreement, the Purchaser is entitled to
appoint 35%, or not less than two individuals to serve on the
Company's Board of Directors.  Upon full conversion and exercise
of all preferred stock, the Purchaser would own a majority of the
Company's common stock and be entitled to appoint a majority of
the Company's Board of Directors.  The Company will formally
announce the appointment of the new board members in the coming
weeks.

"This $10 million capital infusion will play an important role in
stabilizing our business and will allow us to improve sales by
maintaining appropriate inventory levels," stated Thomas Lynch,
the Company's Chairman and Chief Executive Officer.  "We are
excited to have received this vote of confidence from Five Island
Asset Management, as they share the same long-term vision of what
Frederick's of Hollywood means to the market.  We are looking
forward to sharing that vision with our current and future
customers domestically and internationally."

Further details concerning the transaction and the terms of the
preferred stock is available for free at http://is.gd/dGkm4I

                  About Frederick's of Hollywood

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

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

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

The Company's balance sheet at Jan. 26, 2013, showed $40.27
million in total assets, $55.83 million in total liabilities and a
$15.56 million total shareholders' deficiency.


FREDERICK'S OF HOLLYWOOD: Incurs $9.8 Million Net Loss in Q2
------------------------------------------------------------
Frederick's of Hollywood Group Inc. reported a net loss of $9.87
million on $24.28 million of net sales for the three months ended
Jan. 26, 2013, as compared with a net loss of $3.53 million on
$32.52 million of net sales for the three months ended jan. 28,
2012.

For the six months ended Jan. 26, 2013, the Company incurred a net
loss of $14.95 million on $46.74 million of net sales, as compared
with a net loss of $5.87 million on $60.88 million of net sales
for the six months ended Jan. 28, 2012.

The Company's balance sheet at Jan. 26, 2013, showed $40.27
million in total assets, $55.83 million in total liabilities and a
$15.56 million total shareholders' deficiency.

"We are disappointed by the operational and financial issues that
have held us back from reconnecting with our customers, which led
to sales results that were counter to much of the retail sector.
Therefore, we have implemented a plan to refocus on our lingerie
products.  This plan included the $10 million capital infusion
from Five Island Asset Management LLC, a subsidiary of Harbinger
Group Inc., which was announced just last week.  This capital
infusion will play an important role in stabilizing our business
and will allow us to improve sales by maintaining appropriate
inventory levels in the categories our customers are looking for.
We are continuing to balance our revenues and expenses, including
having me assume the responsibilities of President and COO,"
stated Mr. Thomas Lynch, the Company's Chairman and CEO.

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

                        http://is.gd/W7t3ns

Effective March 15, 2013, Don Jones was terminated without cause
by the Company from his position as President and Chief Operating
Officer.  Thomas Lynch, the Company's Chairman and Chief Executive
Officer, will assume Mr. Jones' responsibilities on an interim
basis.

On March 21, 2013, the Company and Mr. Jones entered into a
Separation Agreement and General Release.  In consideration of his
execution of a general release of claims in favor of the Company,
Mr. Jones is entitled to receive severance in the amount of
$200,000 (six months' base salary), which will be paid in
accordance with the Company's customary payroll procedures,
subject to applicable deductions and withholdings, beginning on
the first payroll date following the expiration of the Revocation
Period.

In addition, consistent with the terms of Mr. Jones's prior
agreements with the Company, (i) 150,000 stock options with an
exercise price of $0.62 per share are or will become exercisable
as scheduled and will remain exercisable until September 7, 2021,
(ii) 28,000 stock options with an exercise price of $0.40 per
share will be exercisable for a period of three (3) months after
the Termination Date and (iii) 92,000 shares of restricted stock
issued to Mr. Jones will remain or will become vested as
scheduled.

                  About Frederick's of Hollywood

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

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

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


FRONTIER COMMS: Moody's Rates New US$750MM Sr. Notes Issue 'Ba2'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 (LGD 4-56%) rating to
Frontier Communications Corporation's proposed $750 million new
senior unsecured notes due 2024. The proceeds of the notes along
with cash on hand will be used to redeem existing debt. The
outlook is stable.

Issuer: Frontier Communications Corporation
Assignments:
US$750M Senior Unsecured Regular Bond/Debenture, Assigned Ba2
(LGD4, 56 %)

Rating Rationale

Frontier's Ba2 corporate family rating reflects its large scale of
operations, its strong and predictable cash flows and management's
stated commitment to de-lever its balance sheet, demonstrated by
its recent dividend reduction and meaningful debt reduction thus
far in 2013. These factors are offset by the company's challenged
competitive position versus cable operators, its declining
revenues and the possibility that the company may not have the
flexibility to continue to adequately invest in network
modernization.

Moody's expects significant debt repayment for the full year 2013,
resulting in leverage falling slightly below 4.0x (Moody's
adjusted) by year end. Moody's projects that Frontier's leverage
will remain in the mid-to-high 3x range into 2014 despite some
modest debt reduction unless the company can reverse the decline
in revenue and begin to recapture market share. Moody's expects
Frontier to generate over $250 million of annual free cash flow
over the next few years and expects the company to use the vast
majority of its free cash flow to reduce debt. However, Frontier's
credit profile could weaken if future free cash flows decline due
to revenue erosion, margin weakness, higher cash taxes or pension
contributions.

Negative rating pressure could develop if Frontier's revenue
trajectory does not improve, which would likely result in weaker
free cash flow and leverage remaining in the high 3x range. Also
the ratings could be lowered if the Company's liquidity becomes
strained or if a material amount of free cash flow is directed to
anything but debt reduction.

Positive rating momentum could develop if Frontier's financial
profile strengthens as evidenced by margin expansion and revenue
growth. Moody's could upgrade Frontier's rating if the Company's
leverage (total adjusted debt-to-EBITDA) could be sustained under
3x and its free cash flow increases to mid-single digit percentage
of its total debt.

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

Frontier Communications Company is an Incumbent Local Exchange
Carrier headquartered in Stamford, CT. Following the Company's
merger with a company spun out of Verizon Communications' northern
and western operations in a reverse Morris Trust transaction,
Frontier became the fifth largest wireline telecommunications
company in the US.


GLOBAL FOOD: Incurs $3.1 Million Net Loss in 2012
-------------------------------------------------
Global Food Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $3.07 million on $377,036 of sales for the year ended
Dec. 31, 2012, as compared with a net loss of $3.68 million on
$133,078 of sales during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.50 million
in total assets, $4.30 million in total liabilities, all current,
and a $2.80 million total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred a significant accumulated deficit through Dec. 31, 2012,
has significant negative cash flow from operating activities for
the year ended Dec. 31, 2012, and has negative working capital at
Dec. 31, 2012.  These factors 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/igYSXE

                        About Global Food

Headquartered in Hanford, California, Global Food Technologies,
Inc., is a life sciences company focused on food safety processes
for the food processing industry by using its proprietary
scientific processes to substantially increase the shelf life of
commercially packaged seafood and to make those products safer for
human consumption.  The Company has developed a process using its
technology called the "iPuraT Food Processing System".  The System
is installed in processor factories in foreign countries with the
product currently sold in the United States.


GUITAR CENTER: Names Mike Pratt New Chief Executive Officer
-----------------------------------------------------------
Guitar Center, Inc., announced that Mike Pratt has been appointed
Chief Executive Officer and a member of the Company'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 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 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.

                         About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Cal., 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.


HARVEST SHARING: American Produce's Collection Suit Goes to Trial
-----------------------------------------------------------------
Colorado District Judge Philip A. Brimmer denied the Motion for
Summary Judgment filed by American Produce, LLC, in its lawsuit
against Harvest Sharing Inc., and Harvest's officers.  Judge
Brimmer said there are genuine disputes of material fact that
precludes summary judgment in favor of American Produce.

Denver-based American Produce sued Harvest Sharing, Inc., to
collect $26,170 in payment on perishable goods sold.

William R. McKnight was a member and president of Harvest's board
of directors.  The parties dispute whether Diane McKnight was an
officer of Harvest during the relevant period.  Ms. McKnight had
the authority to issue checks on behalf of the company and she
once signed a credit application on behalf of Harvest.

Harvest is a commission merchant as that term is defined by the
Perishable Agricultural Commodities Act.  Harvest functioned as a
commission merchant pursuant to a license issued by the Secretary
of Agriculture.

The lawsuit is, AMERICAN PRODUCE, LLC, a limited liability
company, Plaintiff, v. HARVEST SHARING, INC., d/b/a FOOD SHARING
AMERICA, a Colorado corporation, WILLIAM R. MCKNIGHT, an
individual, DIANE K. MCKNIGHT, an individual, Defendants, Civil
Action No. 11-cv-00241-PAB-KLM (D. Colo.).  A copy of the Court's
March 27, 2013 Order is available at http://is.gd/a1UWskfrom
Leagle.com.

On Jan. 20, 2011, Harvest filed a voluntary petition for relief
under Chapter 7 of the Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Colorado.


HEALTHEAST CARE: Moody's Affirms Ba1 Rating on $202MM Bonds
-----------------------------------------------------------
Moody's Investors Service affirmed the Ba1 long-term bond rating
assigned to HealthEast Care System's US$202 million of outstanding
bonds issued by the St. Paul Housing & Redevelopment Authority.
The outlook remains stable.

Rating Rationale

The affirmation of the Ba1 rating and maintenance of the stable
outlook reflect stabilized financial performance in the past two
fiscal years, growth in cash and investments, leading market share
in the primary service area, and HealthEast's conservative capital
structure. These positive factors are challenged by cash balances
that remain very light, relatively weak debt coverage measures,
and some variability in patient volume trends. The installation of
a new electronic medical record system is expected to result in a
reduction in cash in fiscal year 2014 and the system-wide
implementation of the new EMR technology also poses operational
risks for HealthEast.

Strengths

- Financial performance in FY 2012 was consistent with the prior
year with a 2.3% operating margin and 6.6% operating cash flow
margin (bad debt reflected as a reduction from revenue); year-to-
date FY 2013 performance is strong and management has budgeted a
3.0% operating margin in FY 2013, which Moody's believes is
achievable given the recent favorable trends in operating
profitability

- HealthEast has maintained its leading market share in its
primary service area (32.5%); the market is highly consolidated
among payers, providers, and physicians, and Minnesota is a
Certificate of Need (CON) state, which creates a barrier to entry
in the healthcare marketplace

- New Chief Executive Officer (CEO) brings renewed focus to
improving operating results, as the system moves forward with a
"lean" approach to remove costs and create value; multi-year
projections show further improvement to the operating margin and
balance sheet metrics

- Debt is all fixed rate with no derivatives

Challenges

- Low levels of liquidity, as evidenced by 53 days cash on hand
and 46% cash-to-debt at fiscal yearend (FYE) 2012; balance sheet
measures are expected to improve by FYE 2013, but decline again
when the system installs a new EMR in 2014

- Leveraged balance sheet evidenced by low cash-to-debt ratio,
high adjusted debt-to-cash flow (5.6 times), weak adjusted maximum
annual debt service (MADS) coverage (1.99 times), and high debt-
to-capitalization ratio (60.1%) in FY 2012; when converting non-
cancelable operating leases to a debt-like equivalent, leverage is
increased by an additional $110.9 million and cash-to-
comprehensive debt declines to 31.0%

- While major bricks and mortar construction is complete on
HealthEast's campuses, the system will be investing heavily in a
new EMR that will result in an increase in debt and decline in
cash; the entire cost of implementation will total $145 million to
be funded partially through debt (up to $60 million) and cash
flow; Moody's notes that the implementation of this new technology
also poses operational risks in terms of possible volume declines
and higher than anticipated expenses of training staff on the IT
platform

- Inpatient volumes declined in FY 2012 by 1.4%, although
observation stays were up by 4.2% and overall combined volumes
(inpatient admissions and observations stays) were essentially
flat; total surgical volumes were flat in FY 2012 after several
years of declines

Outlook

The stable outlook reflects Moody's belief that the system's
financial performance and balance sheet measures will not be
materially affected by the EMR implementation.

What Could Make The Rating Go Up

Substantial growth in unrestricted cash and investments, while
maintaining or improving upon operating profits and debt coverage
measures.

What Could Make The Rating Go Down

Material decline in cash balances, deterioration in operating
performance, shift in volume and change in competitive position,
major operational disruptions associated with the EMR
implementation.

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


HERCULES OFFSHORE: Fleet Status Report as of March 21
-----------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
http://www.herculesoffshore.com/a report entitled "Hercules
Offshore Fleet Status Report".  The Fleet Status Report includes
the Hercules Offshore Rig Fleet Status (as of March 21, 2013),
which contains information for each of the Company's drilling
rigs, including contract dayrate and duration.  The Fleet Status
Report also includes the Hercules Offshore Liftboat Fleet Status
Report, which contains information by liftboat class for February
2013, including revenue per day and operating days.  The Fleet
Status Report is available for free at http://is.gd/RIxmt2

                       About Hercules Offshore

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

Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.  The Company's balance sheet at Dec. 31, 2012, showed $2.01
billion in total assets, $1.13 billion in total liabiities, and
$882.76 million in stockholders' equity.

                           *     *     *

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

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

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

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


HRK HOLDINGS: Court Extends Plan Filing Period Until April 23
-------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida has extended, at the behest of HRK Holdings,
LLC, and HRK Industries, LLC, the exclusive periods during which
the Debtors have to file a Chapter 11 Plan and disclosure
statement until April 23, 2013, and to solicit acceptances of that
plan until June 22, 2013.

The Debtors said that they have several projects pending that
won't be concluded prior to Feb. 22, 2013, that have a direct
impact on a plan of reorganization, including, among other things:

      a. working with engaged investment brokers and potential
         purchasers in negotiating the terms of additional
         property sales.  The Debtors have two letters of intent
         from prospective purchasers and are currently negotiating
         asset purchase agreements for the sale of additional
         property; and

      b. working with engaged investment brokers in negotiations
         with potential investment partners to recapitalize the
         Debtor's assets.

The Debtors sought the extension of the Exclusive Periods to allow
them the time necessary to focus on the Projects.  The Debtors,
together with their investment brokers, are negotiating with a
number of potential purchasers.  The Debtors said that the outcome
of these negotiations will impact the Debtors' strategy for
exiting the Chapter 11 cases.  According to the Debtors, their
attention to the projects at this stage in the cases is beneficial
to the estates by increasing income and stability of the Debtors'
operations.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents
the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


IDEARC INC: Trustee Says Verizon Should Be Liable for $2.85-Bil.
----------------------------------------------------------------
Chris Dolmetsch and Tiffany Kary, writing for Bloomberg News,
report that Verizon Communications Inc., the second-biggest U.S.
telephone company, was sued for $2.85 billion in debt and interest
stemming from its relationship with bankrupt directory company
Idearc.

According to the report, the suit involves the non-payment of debt
evidenced by 8% senior notes due 2016 that were issued pursuant to
an agreement between Idearc and U.S. Bank N.A. as indenture
trustee dated November 2006, according to court filings. The
trustee filed the suit in New York State Supreme Court in
Manhattan March 29.

The report recounts that Verizon spun off Idearc, its directory
business, in 2006.  Creditors contend the spinoff, designed to
generate $9.5 billion for Verizon, left Idearc with so much debt
it was insolvent and destined to collapse. It filed for bankruptcy
28 months after the spinoff.

"Because Verizon never properly incorporated Idearc (for which it
acted as promoter in arranging the indebtedness and was a direct
beneficiary thereof) Verizon is liable for the indebtedness at
this time," the trustee said in the March 29 court filing.

A federal judge in Dallas in January said Verizon would probably
win a lawsuit over the 2006 spinoff of Idearc, rejecting claims
that the business was insolvent at the time of the deal.

Idearc had a value of at least $12 billion, and the "only credible
evidence" shows the business was solvent when it was spun off,
U.S. District Judge A. Joe Fish in Dallas said in the January
decision.  Judge Fish ordered U.S. Bancorp, which sued Verizon on
behalf of Idearc creditors, to explain why its claims were viable
following the ruling on valuation. The judge said it "appears"
creditors will be unable to prove their case "so that all of the
plaintiff's remaining legal claims will fail."

The case is U.S. Bank National Association, solely in its capacity
as indenture trustee v. Coticchio, 651132/2013, New York State
Supreme Court (Manhattan).

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.


INFUSION BRANDS: S. Stastney Replaces R. DeCecco as Chairman
------------------------------------------------------------
The Board of Directors of Infusion Brands International, Inc.,
accepted Robert DeCecco III's resignation as Chairman on Feb. 18,
2013.  Mr. DeCecco remains the Company's current President, Chief
Executive Officer, and a Director.  There were no disagreements or
disputes between Mr. DeCecco and the Company which led to the
resignation.

On Feb. 18, 2013, the Board accepted Mary B. Mather's resignation
as Secretary and appointed Mrs. Mather as the Company's Treasurer.
Mrs. Mather remains the Company's current Chief Financial Officer.
There were no disagreements or disputes between Mrs. Mather and
the Company which led to the resignation.

On Feb. 18, 2013, the Board appointed Allen Clary as Secretary of
the Company.  Mr. Clary currently serves as the Company's Chief
Operating Officer and has served in this position since June 2011.
He has also served in this capacity from July 2009 to May 2010
before pursuing and founding the personal productivity website
jibidee.com.  From 2005 to 2009, Allen held Senior Manager
positions with Ideal Consulting and Tribridge, Inc., and was a
General Manager of Fortis Software from 2003 to 2005.  Mr. Clary
holds an engineering degree from the University of Florida and an
M.B.A. from the University of South Florida where he serves on the
Advisory Board to the USF Center for Entrepreneurship and to the
Tampa Bay Web Venture Entrepreneurs organization.

On Feb. 18, 2013, the Board appointed Shad Stastney as Chairman
and Chief Strategy Officer of the Company.  In conjunction with
his appointment, he entered into an at-will employment
relationship with the Company.  In consideration for his services,
he will receive a base salary of $175,000 and will be recommended
for grants of stock options of the Company.  Payment of this base
salary is deferred until, and the date on which such options are
to be awarded is, the later of (i) January 1, 2014, or (ii) the
date on which the Company's securities held by the Company's
principal shareholder, Vicis Capital Master Fund, have been
redeemed in full.  Mr. Stastney has executed a standard and
customary non-disclosure and non-competition agreement in
conjunction with the employment arrangement.

Mr. Stastney is the Chief Operating Officer and Head of Research
for Vicis Capital, LLC, a company he jointly founded in 2004.  Mr.
Stastney also jointly founded Victus Capital Management LLC in
2001.  From 1998 through 2001, Mr. Stastney worked with the
corporate equity derivatives origination group of Credit Suisse
First Boston, eventually becoming a Director and Head of the
Hedging and Monetization Group, a joint venture between
derivatives and equity capital markets.  In 1997, he joined Credit
Suisse First Boston's then-combined convertible/equity derivative
origination desk.  From 1994 to 1997, he was an associate at the
law firm of Cravath, Swaine and Moore in New York, in their tax
and corporate groups, focusing on derivatives.  He graduated from
the University of North Dakota in 1990 with a B.A. in Political
Theory and History, and from the Yale Law School in 1994 with a
J.D. degree focusing on corporate and tax law.  Mr. Stastney is a
director of China Hydro (NYSE:CHC), Master Silicone Carbide
(PINK:MAST), China New Energy (PINK:CNER), Zurvita Holdings, Inc.
(PINK:ZRVT), OptimizeRX (PINK:OPRX), Ambient (NASDAQ:AMBT), and
netTALK.com (PINK:NTLK).

Mr. Stastney is a member of Vicis Capital, LLC, the investment
advisor to Vicis Capital Master Fund, which is the beneficial
owner of approximately 91.1% of the Company's issued and
outstanding common stock.

                       About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.

Meeks International LLC, in Tampa, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern
following the financial results for the year ended Dec. 31, 2011.
The independent auditors noted that the Company has incurred
significant recurring losses from operations and is dependent on
outside sources of financing for continuation of its operations
and management is restructuring and redirecting its operating
initiatives that require the use of its available capital
resources.

The Company reported a net loss of $6.94 million on $17.94 million
of product sales in 2011, compared with a net loss of $16.07
million on $7.17 million of product sales in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $8.28
million in total assets, $11.87 million in total liabilities,
$37.88 million in redeemable preferred stock, and a $41.47 million
total shareholders' deficit.


INOVA TECHNOLOGY: Amends Jan. 31 Quarterly Report
-------------------------------------------------
Inova Technology Inc. has amended its quarterly report on Form
10-Q for the quarter ended Jan. 31, 2013, that was originally
filed with the U.S. Securities and Exchange Commission on
March 18, 2013.  The Amendment was filed to submit Exhibit 101.

In addition, as required by Rule 12b-15 under the Securities
Exchange Act of 1934, as amended, new certifications by the
Company's principal executive officer and principal financial
officers are filed as exhibits.

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

                        http://is.gd/qq3b05

                      About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company reported a net loss of $1.24 million for the year
ended April 30, 2012, compared with a net loss of $3.35 million
during the prior year.  The Company's balance sheet at Jan. 31,
2013, showed $6.26 million in total assets, $20.73 million in
total liabilities and a $14.46 million total stockholders'
deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
Inova incurred losses from operations for the years ended
April 30, 2012, and 2011 and has a working capital deficit as of
April 30, 2012, which raise substantial doubt about Inova's
ability to continue as a going concern.



JBS USA: Moody's Lifts Senior Secured Term Loan Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investor's Service upgraded the ratings of JBS USA LLC
following the upgrade on March 22, 2013 of the Corporate Family
Rating of JBS S.A., which is the ultimate parent of JBS USA and
guarantor of its debt. The rating outlook is stable.

In addition, Moody's has removed the rating affirmation for JBS
USA, LLC's $468 million senior secured term loan due 2018. The Ba3
rating for this term loan was affirmed on March 22, 2013 due to an
internal administrative error. The rating for JBS USA, LLC's
senior secured term loan has been upgraded to Ba2 from Ba3.

Ratings upgraded:

JBS USA, LLC:

US$468 million Senior Secured Bank Term Loan (guaranteed by JBS
S.A.) maturing May 2018 to Ba2 from Ba3.

Ratings previously upgraded on March 22, 2013:

JBS USA, LLC:

US$700 million 11.625% Senior Unsecured Notes (guaranteed by JBS
S.A.) due May 2014 to Ba3 from B1;

US$650 million 7.25% Senior Unsecured Notes (guaranteed by JBS
S.A.) due June 2021 to Ba3 from B1.

JBS USA, LLC and JBS USA Finance, Inc. as co-issuers:

US$700 million 8.25% Senior Unsecured Notes (guaranteed by JBS
S.A.) due February 2020 to Ba3 from B1.

Ratings Rationale

JBS USA's ratings are driven primarily by the Corporate Family
Rating of JBS S.A (Ba3, stable), which controls JBS USA Holdings
and its wholly-owned subsidiary JBS USA LLC in all material
aspects. In addition, JBS S.A. guarantees JBS USA's unrated $850
million asset based revolving credit facility (ABR) due June 2016,
its senior secured term loan due May 2018 and its senior unsecured
notes due May 2014, February 2020, and June 2021. JBS USA in turn
provides an upstream guarantee of JBS S.A.'s $300 million 10.5%
senior notes due 2016. Thus, Moody's would expect any future
changes to JBS USA's ratings to mirror changes to JBS S.A.'s
Corporate Family rating.

JBS USA, LLC operates the U.S. beef and pork segments and the
Australian beef and lamb operations of JBS S.A., one of the
largest protein operators in the world. JBS USA is owned by an
intermediate holding company, JBS USA Holdings, which also owns a
controlling 75.5% equity interest in Pilgrim's Pride Corporation,
one of the leading poultry producers in the United States.
Reported sales for JBS S.A., JBS USA Holdings, and JBS USA for the
twelve months ended December, 2012 were approximately BRL 75.7
billion (USD 36.9 billion), $28.8 billion, and $20.6 billion,
respectively.

The principal methodology used in this rating was Global Food -
Protein and Agriculture Industry published in September 2009.

JBS USA Finance, Inc., the co-issuer of the notes due May 2014,
February 2020 and June 2021 is a special purpose entity wholly-
owned by JBS USA LLC. It has no subsidiaries and no operations or
assets other than those incidental to maintaining its corporate
existence.


JC PENNEY: Incurs $985 Million Net Loss in 2012
-----------------------------------------------
J.C. Penney Company, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $985 million on $12.98 billion of total net sales in
2012, as compared with a net loss of $152 million on $17.26
billion of total net sales during the prior year.

The Company's balance sheet at Feb. 2, 2013, showed $9.78 billion
in total assets, $6.61 billion in total liabilities and $3.17
billion in total stockholders' equity.

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

                        http://is.gd/x9cCyX

                         About J.C. Penney

Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'s
largest department store operators with about 1,100 locations in
the United States and Puerto Rico. Revenues are about $14 billion.

The Company carries Moody's Investors Service's B3 Corporate
Family Rating with negative outlook.

Early in March 2013, Standard & Poor's Ratings Services lowered
its corporate credit rating on Penney to 'CCC+' from 'B-'.  The
outlook is negative.  At the same time, S&P lowered the issue-
level rating on the company's unsecured debt to 'CCC+' from 'B-'
and maintained its '3' recovery rating on this debt, indicating
S&P's expectation of meaningful (50% to 70%) recovery for
debtholders in the event of a payment default.

"The downgrade reflects the performance erosion that has
accelerated throughout the previous year and seems likely to
persist over the next 12 months," explained Standard & Poor's
credit analyst David Kuntz.

At the same time, Fitch Ratings downgraded the Company's Issuer
Default Ratings to 'B-' from 'B'.  The Rating Outlook is Negative.
The rating downgrades reflect Fitch's concerns that there is a
lack of visibility in terms of the Company's ability to stabilize
its business in 2013 and beyond after a precipitous decline in
revenues leading to negative EBITDA of $270 million in 2012.
Penney, Fitch said, will need to tap into additional funding to
cover a projected FCF shortfall of $1.3 billion to $1.5 billion in
2013, which could begin to strain its existing sources of
liquidity.

In February 2013, Penney received a notice of default from a law
firm representing more than 50% of its 7.4% Debentures due 2037.
The Company has filed a lawsuit in Delaware Chancery Court seeking
to block efforts by the bondholder group to declare a default on
the 2037 bonds.  Penney also asked lawyers at Brown Rudnick LLP to
identify the investors they represent.


JEDD LLC: Liquidating Plan Outline Has Minor Amendments
-------------------------------------------------------
JEDD, LLC filed with the U.S. Bankruptcy Court for the Middle
District of Tennessee an amendment to its Disclosure Statement
dated Oct. 18, 2012.

The amendment provides that, among other things:

I. In Article III, Progress of the Chapter 11 Case to Date, the
    fourth and fifth paragraphs are deleted and replaced with
    the following:

      "In compliance with the guidelines with the Office of the
       United States Trustee, the Debtor filed on July 16, 2012,
       Aug. 15, 2012, Sept. 17, 2012, Oct. 15, 2012, Nov. 15,
       2012, Dec. 17, 2012, Jan. 17, 2013, and Feb. 15, 2013,
       monthly operating reports detailing results of operations
       of the Debtor during the postpetition period..."

II. In Article VIII, Implementation of the Chapter 11 Plan of
    Liquidation, the introduction, Subsection A, Subsection B, and
    Subsection D of Article VIII are deleted and replaced with the
    following:

      "In general, the Plan is a plan of liquidation.  The means
       for the execution of the Plan include the surrender of
       collateral to each of the four secured creditors by
       foreclosure or transfer as described below, the liquidation
       of any assets of the Debtor by a Liquidating Agent.

A copy of the Amendment to the Plan is available for free at
http://bankrupt.com/misc/JEDD_LLC_ds_amendment.pdf

                              The Plan

As reported in the Troubled Company Reporter on Oct. 26, 2012,
according to the explanatory disclosure statement, the Debtor will
surrender or release collateral to each of its four secured
creditors, and distribution of proceeds from the liquidation to
priority claimants and then to non-insider creditors.  The Debtor
will transfer by deeds its parcels of real property to the secured
creditors -- Clayton Bank and Trust, Peoples Bank and Trust Co.,
Progressive Savings Bank, and Union Bank -- not later than
18 months after the effective date.  Under the Plan, only the
scheduled non-insider unsecured creditors, who hold total
claims of $306,105, would share any funds remaining after the
administrative and priority claims totaling $143,727 are paid.
Membership interests in the Debtor will be terminated.

                          About JEDD LLC

JEDD, LLC, filed a bare-bones Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 12-05701) on June 20, 2012, in Cookeville,
Tennessee.  JEDD is generally in the business of developing,
marketing and selling real estate in the Big South Fork area near
Jamestown, Tennessee.  According to http://www.tnrecprop.com/,
JEDD has activity and developments in Fentress County, including
Flat Rock Reserve, Nichol Creek FARMS, Fortune 7 Homes, Island in
the Sky, Concierge Services, Hunter's Ridge, River Park and Clear
Fork.

JEDD has filed schedules disclosing $13,377,782 in total assets
and $13,694,539 in total liabilities.

Paul "Doug" Gates, a co-founder and VP of operations, signed the
Chapter 11 petition.  Mr. Gates is also the CEO of Fortune 7 Inc.,
owner and operator of three engineering firms specializing in
electrical, microwave and construction engineering.

Judge Keith M. Lundin oversees the case.  Lawyers at Gullett
Sanford Robinson & Martin, PLLC, serve as the Debtor's counsel.


LEE BRICK & TILE: Plan Solicitation Exclusivity Expires May 14
--------------------------------------------------------------
The Hon. Rand D. Doub of the U.S. Bankruptcy Court for the Eastern
District of North Carolina has extended, at the behest of Lee
Brick & Tile Company, to extend until May 14, 2013, the period
during which the Debtor must solicit acceptances of its plan of
reorganization, to accommodate the continued April 11, 2013
date of the confirmation hearing.

The Debtor filed its Plan and Disclosure Statement on Nov. 15,
2012.

As reported by the Troubled Company Reporter on March 26, 2013,
payments provided under the terms of the Plan will be made from
those monies remaining after satisfaction of Class 1, Class 2,
and Class 3, and after debt service payments as otherwise
provided in the Plan, and after payment of normal operating
expenses and retention of sufficient operating reserve of the
Reorganized Debtor, derived from the following sources: (i) the
Debtor's Cash on Hand at Effective Date; (ii) net sale proceeds
from any other Retained Assets designated for sale as provided
in the terms of the Plan; (iii) revenues from the business
operations of the Reorganized Debtor; (iv) net proceeds from the
Debtor's collection of accounts receivable and tax refunds, if
any; (v) net proceeds from recoveries of Designated Litigation,
if any, and (vi) voluntary capital contributions from shareholders
or loans from a shareholder(s) made on a basis subordinate to the
interests of Class 4, 5, 6, 7, 8, 9, and 10 allowed claims.

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

On March 5, 2013, the Debtor sought the extension of the period
for the Debtor to solicit acceptances of its Plan.  The Debtor
assured the Court that the best interests of the Debtor, its
creditors and estate will be served by the extension.  Paul A.
Fanning, counsel for Capital Bank, consented to the extension.

                          About Lee Brick

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

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

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

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


LEHMAN BROTHERS: Barclays Files Brief vs. $1.5-Bil. Ruling
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Barclays Plc filed the last brief last week on the
question of whether U.S. District Judge Katherine B. Forrest was
correct when she ruled in June 2012 that the bankruptcy judge was
wrong in requiring the bank to pay $1.5 billion to the trustee
liquidating the brokerage subsidiary of Lehman Brothers Holdings
Inc.

The dispute, the report relates, has been tentatively set for
argument during the last week of May in the U.S. Court of Appeals
in Manhattan.  James W. Giddens, the Lehman brokerage trustee,
wants the circuit court to reinstate a ruling from the bankruptcy
judge giving him $1.5 billion.  The London-based bank says it's
entitled to keep the $1.5 billion and recover even more from the
Lehman brokerage trustee.

According to the report, in the brief, Barclays pointed out how it
bought Lehman's North American Investment banking business "amid
the chaos and financial uncertainty of September 2008."  Without
the sale, there would have been a "catastrophic liquidation,"
Barclays says, with billions in losses for the Lehman broker and
its customers.

As a consequence of the losses avoided by the sale, Barclays
points to how the trustee will be able to pay customer claims in
full.

Mr. Giddens, the Bloomberg report discloses, contends the appeal
comes down to whether the bankruptcy judge approved a sale of the
Lehman broker and in the process gave the parties "pre-approval"
to modify the contract without notice to the court or interested
parties.  Mr. Giddens says that that allowing a bankrupt to modify
an approved sale agreement "would pose a grave danger" to
bankruptcy sales.

The report notes that the appeal in large part centers around a
so-called clarification letter not even written when the
bankruptcy judge approved the sale.  Barclays says it paid $50
billion for the Lehman brokerage "amidst a worldwide financial
crisis."

The Chapter 11 plan for the Lehman companies other than the broker
was confirmed in December 2011 and implemented in March 2012, with
the third distributions just now announced.  Lehman's brokerage
subsidiary is under control of Giddens, a trustee appointed under
the Securities Investor Protection Act.  The Lehman brokerage has
yet to make a first distribution to noncustomers.

The Barclays appeal in the court of appeals is Giddens v. Barclays
Capital Inc. (In re Lehman Brothers Holdings Inc.), 12-02328, 2nd
U.S. Circuit Court of Appeals (Manhattan).  The Barclays appeal in
district court was Barclays Capital Inc. v. Giddens (In re Lehman
Brothers Inc.), 11-cv-06052, U.S. District 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.


LEHMAN BROTHERS: Third Distribution Totals $14.2 Billion
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that reorganized Lehman Brothers Holdings Inc. laid out
details on the distribution to be made on April 4 to creditors
with approved claims.  The distribution will be the third since
Lehman emerged from Chapter 11 reorganization last year.

According to the report, the third distribution will amount to
$14.2 billion, including $9.4 billion to non-affiliated creditors.
Creditors whose claims were approved since the last distribution
will receive $370 million to catch up.  Affiliates will receive
$4.4 billion.  For senior unsecured claims of the Lehman holding
company, the new distribution will be almost 5%, for a total of
14.8% since emergence from bankruptcy.  General unsecured
creditors will see another 4.7 percent, for a total of 13.9% since
bankruptcy.  At Lehman Commercial Paper Inc., unsecured creditors
will see another 14.4% for a total of 40%.  Unsecured creditors of
Lehman Brothers Special Financing Inc. will receive another 2.5%
for a total of 24.6% so far.

Lehman said the fourth distribution will be made at the end of
September.

The Lehman parent announced March 27 there is a settlement with
Swiss affiliate Lehman Brothers Finance AG.  Details weren't
disclosed. Lehman said papers will be filed "in coming weeks," in
advance of an approval hearing on April 24.  In January 2012 the
Lehman parent was saying $63.5 million would be sufficient to
cover the Swiss affiliate's claim.  The Swiss subsidiary was
making claims totaling about $16 billion.

                       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.


LEHMAN BROTHERS: Enters Into Settlement Agreement with LBF
----------------------------------------------------------
Lehman Brothers Holdings Inc. on March 27 disclosed that it and
certain of its affiliates entered into a settlement agreement with
Lehman Brothers Finance AG, LBHI's Swiss affiliate.  The
settlement is subject to approval by both the United States
Bankruptcy Court for the Southern District of New York and LBF's
creditor's committee.  A copy of the settlement agreement and a
summary of its material terms will be set forth in the motions,
which both LBHI, in connection with its chapter 11 case, and LBF,
in connection with its chapter 15 case, will file in the coming
weeks, seeking Bankruptcy Court approval of the settlement.  At
present it is anticipated that a hearing on the motions will take
place on April 24, 2013.

The chapter 11 plan, related disclosure statement and other
filings, including the filing referred to above, can be found at
http://www.lehman-docket.comin the "Key Documents" section.
Questions relating to the distribution can be directed to the
Debtors' claims agent, Epiq Systems, Inc., at 1-866-879-0688
(U.S.) and 1-503-597-7691 (Non-U.S.).

                      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.


LIBERTY UNION: A.M. Best Affirms 'B' Financial Strength Rating
--------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating of B (Fair) and issuer
credit rating of "bb" of Liberty Union Life Assurance Company
(Liberty Union Life) (Madison Heights, MI).

The revised outlook and rating affirmations for Liberty Union Life
reflect its improvement in capital levels and favorable near-term
reported and projected operating earnings growth.  Liberty Union
Life's capital levels of both absolute and risk-adjusted capital
and surplus have increased over the past two years.  The company's
operating earnings have been driven by rate increases and a lower
near-term claims trend, and Liberty Union Life's projected
operating earnings are expected to slightly improve ahead of the
implementation of the Patient Protection and Affordable Care Act
(PPACA) in the Michigan marketplace.

Offsetting factors include Liberty Union Life's near-term decline
in revenue, its concentration of business in the highly regulated
small group major medical market and a competitively challenged
southeastern Michigan market.  The company's concentration of
business in the highly regulated and volatile small group major
medical market exposes it to regulatory and market risks.
Competition in the Michigan small group market is intense, and
Liberty Union Life is challenged to grow its membership base.

Future positive rating actions could occur if Liberty Union Life
significantly grows its non-major medical line of business,
improve its net income growth trends, reduce its concentration of
business and sizably grow its absolute and risk-adjusted capital
and surplus levels.  Alternatively, negative rating actions could
occur if the company reports a decline in operating performance
that results in a material depletion in both its absolute risk-
adjusted capital and surplus levels.


LIFECARE HOLDINGS: Enters Into Interim Management Deal with Vibra
-----------------------------------------------------------------
LCI Holdco, LLC, parent company of LifeCare Holdings Inc., on
March 27 disclosed that its wholly-owned subsidiary, Complex Care
Hospital of Idaho, has entered into an Interim Management
Agreement with Vibra Hospital of Boise, LLC, an affiliate of Vibra
Healthcare, LLC, an operator of Long Term Acute Care hospitals and
inpatient rehabilitation hospitals in markets across the country.
Under the Interim Management Agreement, Vibra will assume day-to-
day operations of the Boise hospital upon approval of the motion
filed today; a hearing on the motion is scheduled for Tuesday,
April 2.  LifeCare will continue its responsibilities for billing,
collections and payment of employees under the management
agreement.

LifeCare also on March 27 executed an agreement for Vibra's
acquisition of substantially all of the assets of CCHI and the
continued employment of CCHI's employees.  The proposed sale is
subject to terms set forth in the agreement including customary
conditions such as Bankruptcy Court and regulatory approval.

As previously announced, LifeCare is also proceeding with the sale
of its other 26 hospitals to Hospital Acquisition, LLC, an
acquisition vehicle formed by LifeCare's senior secured lenders.
A hearing on this sale motion is scheduled for Tuesday, April 2 as
well.

These transactions will allow LifeCare to dramatically improve its
debt structure and enhance its ability to pursue strategic growth
opportunities.  Relationships with referring hospitals and
physicians in the communities Lifecare continues to serve will
continue as normal, as does the Company's commitment to providing
compassionate, high quality care to patients recovering from
catastrophic illness or injury.

"I want to express my appreciation to the employees and physicians
of Complex Care Hospital of Idaho for their compassionate, high
quality care of our patients, and I'm pleased we were able to
negotiate an agreement with Vibra Healthcare that will allow them
to continue to provide this care," said LifeCare Holdings Chairman
and Chief Executive Officer Phillip B. Douglas.  "Over the next
few weeks, we will work diligently with Vibra to ensure a seamless
transition for patients and families."

Information about the Company's Chapter 11 cases, including access
to court documents, can be obtained in the News section of the
Company's Web site at http://www.Lifecare-Hospitals.com

                     About LifeCare Hospitals

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

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

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

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

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

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


LONGVIEW POWER: Bank Debt Trades at 27% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Longview Power LLC
is a borrower traded in the secondary market at 73.45 cents-on-
the-dollar during the week ended Friday, March 31, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a drop of 0.17
percentage points from the previous week, the Journal relates.
The loan matures on February 28, 2014. The Company pays 225 basis
points above LIBOR to borrow under the facility.

Longview is a special purpose entity created to construct, own,
and operate a 695 MW supercritical pulverized coal-fired power
plant located in Maidsville, West Virginia, just south of the
Pennsylvania border and approximately 70 miles south of
Pittsburgh.  The project is owned 92% by First Reserve Corporation
(First Reserve or sponsor), a private equity firm specializing in
energy industry investments, through its affiliate GenPower
Holdings (Delaware), L.P., and 8% by minority interests.


LODGENET INTERACTIVE: Gets 2 Weeks Extension to Consummate Plan
---------------------------------------------------------------
LodgeNet Interactive Corporation and its domestic subsidiaries
entered into amendment no.1 to the Plan Support and Lockup
Agreement, dated Dec. 30, 2012, with consenting lenders.  The PSA
Amendment extends the date upon which the Consenting Lenders have
the ability to terminate the Plan Support Agreement if the Company
has not consummated the Plan from March 22, 2013, to
April 5, 2013.  Pursuant to the PSA Amendment, the Consenting
Lenders also consented to the amendment of the Investment
Agreement.

LodgeNet and all of its direct and indirect domestic subsidiaries
filed a voluntary petition for reorganization in order to
effectuate the Company's pre-packaged plan of reorganization,
which is based on the recapitalization in which a syndicate of
investors led by an affiliate of Colony Capital, LLC, will invest
$60 million, as previously disclosed.

On March 20, 2013, the Company and Col-L Acquisition, LLC, in its
capacity as Purchaser Representative, entered into Amendment No. 2
to that certain Investment Agreement, dated Dec. 30, 2012, as
previously amended.  The IA Amendment extends the date upon which
the Purchaser Representative and Purchasers have the ability to
terminate the Investment Agreement if the parties have not closed
on the transactions contemplated by the Investment Agreement from
March 22, 2013, to April 5, 2013.

A copy of the Amended Plan Support Agreement is available at:

                       http://is.gd/8F6d0V

A copy of the Amended Investment Agreement is available at:

                       http://is.gd/KnY6me

                          About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported
$292 million in assets and $449 million in liabilities.

LodgeNet Interactive and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27,
2013, with a prepackaged Chapter 11 plan of reorganization.

The plan extends the maturity date and modifies a $332.6 million
term loan and $21.5 million revolver.  Colony Capital, LLC, is
acquiring 100% of the new shares of the reorganized company for
$60 million.

Weil, Gotshal & Manges LLP serves as counsel to the Debtors;
Leonard Street and Deinard is the co-counsel; Miller Buckfire &
Co., LLC and Moorgate Bankers are the investment banker; FTI
Consulting, Inc. is the financial advisor; and Kurtzman Carson
Consultants is the claims and notice agent.


LYON WORKSPACE: Committee Balks at Motion to Incur DIP Financing
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Lyon Workspace
Products, L.L.C.'s cases filed an objection to the Debtor's motion
to incur postpetition financing, citing that it appears to the
Committee that the lenders are seeking to significantly improve
their position at the expense of the Debtors' already vulnerable
unsecured creditors.

The Debtor on Jan. 23 obtained interim approval of its request to
obtain postpetition financing and provide security and other
relief to Capital One Leverage Finance Corp., as agent to the
lenders.

The Debtor has sought to:

   a) obtain postpetition financing up to the aggregate principal
amount of $22,327,344 from Capital One Leverage Finance Corp.,
Cole Taylor Bank or one of their affiliates, provided that the DIP
Credit Facility: (i) have priority over any and all administrative
expenses, subject to the carveout; (ii) be secured by perfected
first priority security interests in and liens upon all
unencumbered prepetition and postpetition property of the Debtor,
including, but not limited to, real property; and

   b) use cash collateral, and other collateral in which the
secured lenders have interests both for operating purposes and to
pay down the Prepetition Debt, and provide adequate protection
with respect to any diminution in the value of the secured
lenders' interests in the prepetition collateral.

As of the Petition Date, the prepetition agent asserts that the
value of the prepetition lenders' interest in the prepetition
collateral was not less than $19,500,000.

A copy of the interim order is available for free at

http://bankrupt.com/misc/LYONWORKSPACE_dipfinancing_orderb.pdf
http://bankrupt.com/misc/LYONWORKSPACE_dipfinancing_orderc.pdf

                     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.  The Debtor disclosed $41,275,474 in assets
and $37,248,967 in liabilities as of the Chapter 11 filing.

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


LYON WORKSPACE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Lyon Workspace Products, L.L.C. filed with the U.S. Bankruptcy
Court for the Northern District of Illinois its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $9,015,000
  B. Personal Property           $32,260,474
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $20,170,898
  E. Creditors Holding
     Unsecured Priority
     Claims                                           Unknown
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $17,070,069
                                 -----------      -----------
        TOTAL                    $41,275,474      $37,248,967


The deadline to file the schedules of assets and liabilities and
statements of financial affairs was on March 4, 2013, after the
Court granted an extension.

                     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.  The Debtor disclosed $41,275,474 in assets
and $37,248,967 in liabilities as of the Chapter 11 filing.

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


MERIDIAN SUNRISE: Proofs of Claims Due April 5, 2013
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
established April 5, 2013, as the deadline for any individual ord
entity to file proofs of claim against Meridian Sunrise Village
LLC.

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.  A copy
of the schedules attached to the petition is available at
http://bankrupt.com/misc/wawb13-40342.pdf


MERISEL INC: Saints Capital Hikes Stake to 95.5% at Feb. 4
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Saints Capital Granite, L.P., and Saints
Capital Granite, LLC, disclosed that, as of Feb. 4, 2013, they
beneficially own 47,500,000 shares of common stock of Merisel,
Inc., representing 95.5% of the shares outstanding.  Saints
Capital previously reported beneficial ownership of 5,000,000
common shares or a 69.3% equity stake as of Nov. 21, 2012.  A copy
of the amended filing is available at http://is.gd/XKMOHE

                            About Merisel

Merisel operates in a single reporting segment, the visual
communications services business.  It entered that business
beginning March 2005, through a series of acquisitions, which
continued through 2006.  These acquisitions include Color Edge,
Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative,
Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and
Fuel Digital, Inc.

The Company's balance sheet at Sept. 30, 2012, showed
$23.3 million in total assets, $34.1 million in total liabilities,
and a stockholders' deficit of $10.8 million.

"The Company had a cash balance of $286,000 at Sept. 30, 2012, and
experienced reduced revenues for the three and nine months ended
Sept. 30, 2012, compared to the same periods in 2011, resulting in
a net loss and net cash used in operating activities for the
interim periods then ended.  Additionally, during October 29th and
30th the Company's Carlstadt, New Jersey facility experienced
significant damage due to Hurricane Sandy.  The Company will incur
additional expenses for the replacement/repair of damaged
equipment and to continue to service its client base until the
facility is fully operational.  It is anticipated that the
additional costs incurred will exceed the insurance proceeds; the
extent to which is uncertain.  These factors raise substantial
doubt about the Company's ability to continue as a going concern,"
according to the Company's quarterly report for the period ended
Sept. 30, 2012.


MF GLOBAL: New York Attorney Opposes Confirmation of Plan
---------------------------------------------------------
Preet Bharara, U.S. attorney for the Southern District of New
York, said it supports the objection filed by the U.S. trustee to
the confirmation of MF Global Holdings Ltd.'s liquidation plan.

In a March 27 filing, the U.S. attorney said the proposed plan
contains "impermissible releases and immunities that potentially
implicate non-debtor liabilities to the United States and other
governmental units."

U.S. Trustee Tracy Hope Davis, who was assigned to oversee MF
Global's bankruptcy case, previously objected to the liquidation
plan, saying it does not comply with U.S. bankruptcy law.

Ms. Davis criticized a provision that allows payment of fees and
expenses to the indenture trustee and a group of so-called
creditor co-proponents without court review and approval.  The
U.S. trustee also said the plan provides for third-party releases
and contains injunction provisions that are "overly broad."

                          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.


MID KANSAS HOMES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mid Kansas Homes and Movers, LLC
        1731 N. 9th Street
        Salina, KS 67401

Bankruptcy Case No.: 13-10602

Chapter 11 Petition Date: March 22, 2013

Court: U.S. Bankruptcy Court
       District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Nicholas R. Grillot, Esq.
                  REDMOND & NAZAR, LLP
                  245 N. Waco, Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610
                  E-mail: ngrillot@redmondnazar.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ksb13-10602.pdf

The petition was signed by Daniel J. Huehl.


MOBIVITY HOLDINGS: Incurs $7.3 Million Net Loss in 2012
-------------------------------------------------------
Mobivity Holdings Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $7.33 million on $4.07 million of revenue for the
year ended Dec. 31, 2012, as compared with a net loss of $16.31
million on $2.52 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $3.35 million
in total assets, $9.74 million in total liabilities and a $6.39
million total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

                        Bankruptcy Warning

"The outstanding principal on our bridge notes totals $4,342,418
at December 31, 2012, and the entire principal and accrued
interest at 10% annually are due April 15, 2013.  As of the date
of this report, we do not have the ability repay the bridge notes,
there is no certainty that we will have the liquidity necessary to
settle the bridge notes including accrued interest at the maturity
date, nor is it certain that the bridge lenders will agree to an
extension of the maturity date or an accommodation favorable to
us.  Our obligations under the bridge notes are secured by all of
our assets.  If we are unable to repay or refinance our
obligations under those notes by April 15, 2013, the holders of
the notes will have the right to foreclose on their security
interests and seize our assets.  To avoid such an event, we may be
forced to seek bankruptcy protection, however a bankruptcy filing
would, in all likelihood, materially adversely affect our ability
to continue our current level of operations.  In the event we are
not able to refinance or repay the notes, but negotiate for a
further extension of the maturity date of the notes, we may be
required to pay significant extension fees in cash of shares of
our equity securities or otherwise make other forms of concessions
that may adversely impact the interests of our common
stockholders."

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

                        http://is.gd/VY0ZMt

                      About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.


MPG OFFICE: Adopts Amended Retention Bonus Plan
-----------------------------------------------
The board of directors of MPG Office Trust, Inc., adopted an
amendment to the MPG Office Trust, Inc., Retention Bonus Plan on
March 20, 2013.  The amendment provides that, with respect to any
retention bonus awarded to a participant during 2013 after a
completed 2013 calendar quarter, any amount of the retention bonus
that would have otherwise been paid to the participant for a
previously completed 2013 calendar quarter will instead be paid to
the participant as part of the final installment payment of the
retention bonus in accordance with the terms of the Plan.  The
terms of the Plan otherwise remain unchanged.

The Board of Directors adopted the Retention Plan to provide
eligible employees with certain cash retention bonus payments in
connection with their continued employment with the Company.
Pursuant to the Retention Plan, each participant will be eligible
to receive payment of a retention bonus in an amount determined by
the Compensation Committee of the Board of Directors and paid as
follows, subject to the participant's continued employment with
the Company:

   * 12.5% of the retention bonus will be paid to the participant
     on the last day of each calendar quarter of 2013; and

   * 50% of the retention bonus will be paid to the participant on
     the last day of the first calendar quarter of 2014.

Pursuant to the Retention Plan, the Compensation Committee has the
authority to award retention bonuses at any time during the term
of the Retention Plan, including after the completion of one or
more calendar quarters in 2013.  Those retention bonuses may be in
the form of a reallocation of amounts forfeited by participants
whose employment with the Company has terminated.

A copy of the Amended Bonus Plan is available for free at:

                        http://is.gd/qcBBQm

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  The
Company's balance sheet at Dec. 31, 2012, showed $1.46 billion
in total assets, $1.98 billion in total liabilities and a
$518.32 million total deficit.


MTR GAMING: Moody's Changes Outlook to Stable & Keeps CFR at Caa1
-----------------------------------------------------------------
Moody's Investors Service changed MTR Gaming Group, Inc.'s ratings
outlook to stable from negative. Moody's also affirmed the
company's Caa1 corporate family rating, Caa1-PD probability of
default rating, and the Caa1 rating on the senior secured second
lien notes. An SGL-3 speculative grade liquidity rating was
assigned.

The change in the ratings outlook reflects improvements in MTR's
credit metrics in recent periods. The company's leverage decreased
from around 7.0 times in 2011 to 6.0 times in 2012, owing to its
successful introduction of video lottery terminals at Scioto
Downs. Increased EBITDA generated from the Scioto Downs property
in Ohio more than offset declines at the company's other two
gaming facilities in West Virginia and Pennsylvania, which
continue to be adversely impacted by increased gaming competition.

The SGL-3 speculative grade liquidity rating reflects Moody's
expectation that MTR will maintain an adequate liquidity profile
over the next twelve months supported by its large cash balance,
expectations for positive free cash flow (before the remaining $25
million VLT licensing fee for Scioto Downs), and available
capacity under its revolving credit facility. Weighing down on
these positive factors is the limited projected cushion (as per
Moody's forecast) under one of the financial covenants governing
the revolving credit facility.

Ratings affirmed:

Corporate family rating at Caa1

Probability of default rating at Caa1-PD

$571 million senior secured second lien notes due 2019 at Caa1
(LGD4, 51%). Revised from (LGD4, 52%).

Rating Assigned:

Speculative Grade Liquidity Rating at SGL-3

Ratings Rationale:

MTR's Caa1 CFR reflects Moody's view that leverage will modestly
weaken near-term from the current level of about 6.0 times as
EBITDA growth in Scioto Downs does not fully offset declines at
Mountaineer and Presque Isle Downs. Moody's expects that
competition in Ohio will intensify and apply varying degrees of
pressure to all three of MTR's gaming facilities. Specifically,
Thistledown Racetrack and Northfield Park are introducing VLT's in
2013, and there are four other VLT facilities that may open in
2014. The rating also reflects the company's thin coverage of
interest expense, small scale, and dependence on customers from
Ohio for a large majority of its gaming revenues. The rating is
supported by the company's ample cash balance, long dated capital
structure, and the timely opening and successful ramp-up of Scioto
Downs. The rating also captures MTR's ongoing efforts to retain
its customer base through investments in facility improvement
(particularly at Mountaineer).

Moody's could upgrade MTR's ratings if it maintains or improves
EBITDA levels despite competitive headwinds and/or reduces debt
such that leverage is sustained below 6.0 times and EBITDA less
capex to interest exceeds 1.0 time. Increased scale and
diversification would also be supportive of an upgrade.

Moody's could downgrade MTR's ratings if consolidated EBITDA
meaningfully declines such that leverage approaches 7.0 times,
EBITDA less capex to interest falls well below one time, and/or
free cash flow turns negative on a sustained basis. A weakening of
the company's liquidity profile, such as a breach of financial
covenants or material reduction in the cash balance, could also
result in ratings pressure.

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

MTR Gaming Group, Inc. (Nasdaq: MNTG), through its subsidiaries,
owns and operates Mountaineer Casino, Racetrack & Resort in
Chester, West Virginia; Presque Isle Downs & Casino in Erie,
Pennsylvania and Scioto Downs in Columbus, Ohio. MTR reported net
revenues of approximately $490 million for the fiscal-year ended
Dec 31, 2012.


MTS LAND: Proposing Full-Payment Chapter 11 Plan
------------------------------------------------
MTS Land, LLC, and MTS Golf, LLC, are proposing a 100% payment
Chapter 11 plan, according to the Third Amended Joint Plan of
Reorganization dated March 1, 2013.

All creditors with allowed claims will be paid the amount of their
allowed claims in full through the Plan.  Holders of equity
securities of Debtors will retain all of their legal interests.

U.S. Bank National Association, owed $32,450,046 as of the
Petition Date, will receive through a restated maturity date or
that date that is the 5th anniversary of the Effective Date,
monthly principal and interest payments on the secured portion of
the outstanding balance of the restated USB Note amortized over a
period of 25 years.  The USB Loan Maturity Date may be extended
for up to 4 additional periods of 6 months each, subject to
certain conditions including the payment of an extension fee of
0.25% of the then outstanding principal balance of the Restated
USB Note.

General Unsecured Claims, owed $2,098,425 per the schedules, will
be paid in full in Cash, plus post-Effective Date interest at the
Unsecured Interest Rate:

  a. In the event that USB is determined by the Bankruptcy Court
     to be entitled to the 1111(b) Election and elects to make it:

     on the latest of: (i) the 1st anniversary of the Effective
     Date; (ii) such date as may be fixed by the Bankruptcy Court;
     (iii) the 14th Business Day after such Claim is Allowed; or
     (iv) such date as the Holder of such Claim and Reorganized
     Debtor have agreed or will agree.

  b. In the event that USB is determined by the Bankruptcy Court
     to be entitled to the 1111(b) Election and elects not to make
     it:

     The total amount of Allowed General Unsecured Claims
     (including the Allowed unsecured portion of the USB Claims)
     plus interest at the Unsecured Interest Rate, will be paid in
     60 equal monthly payments beginning on the 14th Business Day
     of the 1st full month after the Effective Date, and on the
     same day of each subsequent month; provided, however, in the
     event that the Class 1 USB Loan Claims and the Class 2 Hertz
     Loan Claims are paid in full prior to the 60th month, then
     all net proceeds from the sale of the remaining Real Property
     will be distributed Pro Rata among the Holders of Allowed
     General Unsecured Claims until paid in full.

On the Effective Date, without any further action by Debtors or
Reorganized Debtor, MTS Golf will be merged and consolidated into
MTS Land, as the Reorganized Debtor.

The Debtors have a commitment for the Exit Financing from Robert
Flaxman.  The Exit Loan will be in the amount of $9,625,000 if
Reorganized Debtor proceeds with development using R-43 Zoning or
$12,085,000 if Reorganized Debtor proceeds with the Amended and
Restated Development Agreement, or such additional amount as
agreed to by Reorganized Debtor.  The Exit Loan is in addition to
a $7 million dollar principal paydown to USB by the Guarantor,
which will be paid by the Guarantor, Jamie Sohacheski.

The Exit Loan proceeds will be used to pay the payments required
under the Plan, including Allowed Administrative Claims, post-
Effective Date operational costs and entitlement and development
costs for the SUP Approval or the R-43 Zoning, as applicable.

A copy of the Disclosure Statement for the Debtors' Third Amended
Joint Plan of Reorganization is available at:

           http://bankrupt.com/misc/mtsland.doc493.pdf

                          About MTS Land

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

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

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

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


MW GROUP: Hearing on Disclosure Statements Continued to May 22
--------------------------------------------------------------
The Bankruptcy Court for the Western District of North Carolina
has continued the hearing on approval of the disclosure statements
with respect to (a) the Chapter 11 Plan of Liquidation filed by
Bank of America, N.A., and (b) the First Amended Plan of
Reorganization filed by MW Group, LLC, to May 22, 2013.

The evidentiary hearing on valuation of the Debtor's real property
will commence on May 22, 2013, at 9:30 a.m., and will continue as
necessary on May 23, 2013, at 9:30 a.m.

Pre-trial briefs with respect to valuation of Debtor's real
property, which will not exceed 15 pages in length, will be filed
and served on or before May 17, 2013.

Bank and Debtor will file a final list of all fact and expert
witnesses whom the party expects to call (either in person or by
deposition designations) at the valuation hearing on or before
May 17, 2013.

The parties will exchange lists and/or copies of all exhibits to
be offered and all schedules, summaries, diagrams, and charts to
be used in their respective cases on or before May 17, 2013.

Motions in limine or objections to the admission of exhibits will
be filed on or before May 20, 2013.  The Court will rule on any
such motions at the outset of the valuation hearing.

                          About MW Group

Charlotte, North Carolina-based MW Group, LLC, filed for Chapter
11 bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21,
2011.  The Debtor scheduled assets of $10.32 million and
liabilities of $8.42 million.  Donald R. James signed the petition
as manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

The Debtor is represented by Christine L. Myatt, Esq., at Nexsen
Pruet, PLLC, in Greensboro, North Carolina.

No official committee of unsecured creditors has been appointed in
the case.


NAMCO LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Namco, LLC
          aka Namco
              BranchBrook
        100 Sanrico Drive
        Manchester, CT 06042

Bankruptcy Case No.: 13-10610

Chapter 11 Petition Date: March 24, 2013

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Anthony M. Saccullo
                  A.M. SACCULLO LEGAL, LLC
                  27 Crimson King Drive
                  Bear, DE 19701
                  E-mail: ams@saccullolegal.com

                         - and ?

                  Thomas H. Kovach, Esq.
                  THORP REED & ARMSTRONG, LLP
                  824 N. Market Street, Suite 710
                  Wilmington, DE 19801
                  Tel: (302) 250-4726
                  Fax: (302) 421-9439
                  E-mail: tkovach@thorpreed.com

Debtor's
General
Bankruptcy
Counsel:          OLSHAN FROME & WOLOSKY, LLP

Debtor's
Claims and
Noticing Agent:   EPIQ BANKRUPTCY SOLUTIONS, LLC

Debtor's
Restructuring
Agent:            CLEAR THINKING GROUP, LLC

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

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

The petition was signed by Lee Diercks, chief restructuring
officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wil-Bar International              Trade Debt           $2,786,824
50 Cabot Court
Hauppauge, NY 11788

Waterway                           Trade Debt           $2,582,167
2200 East Sturgis Road
Oxnard, CA 93030

Asahi Chemical Corp.               Trade Debt           $2,444,082
2-10 Ogawa-Cho Kanda
Chiyoda-K6
Tokyo, Japan

SwimLine                           Trade Debt           $2,150,199
191 Rodeo Drive
Edgewood, NY 11717

John Forman                        Promissory Note      $1,297,387
72 Hillburn Lane
North Barrington, IL 60010

Terrace Living Co.                 Trade Debt           $1,081,925
21045 Avenida Magnifica
Lake Forest, CA 92630

Inland Mid-Atlantic Management     Trade Debt ? Landlord  $948,312
4687 Paysphere Circle
Chicago, IL 60674

Sinoc                              Trade Debt             $770,396
c/o Solstice Leisure Company, Ltd.
17-19 Chatham Road South
Suite 1903, Empress Plaza
Tsim Sha Tsui, Kowloon, Hong Kong

Vinyl Works Canada                 Trade Debt             $598,036
P.O. Box 96/2174
Barber Road
Port Colborne, Ontario
Canada L3K 5V7

Damco                              Trade Debt ? Freight   $555,396
2 Giralda Farms
Madison, NJ 07940

International Leisure Products     Trade Debt             $502,724
191 Rodeo Drive
Edgewood, NY 11717

Centro GA Waterbury, LLC           Trade Debt ? Landlord  $430,730
P.O. Box 713465
Cincinnati, OH 45271

Baystate Pool Supplies, Inc.       Trade Debt             $382,606
P.O. Box 15000
Lewiston, ME 04245-9553

RBF International Ltd.             Trade Debt             $340,357
780 Nobel Street
Jerome, Quebec
Canada J7Z 7A3

L.B. International                 Trade Debt             $284,679
150 Engineers Road
Hauppauge, NY 11788

Smartpool                          Trade Debt             $274,879
P.O. Box 4642
New York, NY 10163

Wego Chemical & Mineral            Trade Debt             $267,043
239 Great Neck Road
Great Neck, NY 11021

Arch Chemical, Inc.                Trade Debt             $260,292
P.O. Box 945582
Atlanta, GA 30394

Ocean Blue Water Products          Trade Debt             $246,478

Waltann Green Brook I, LLC         Trade Debt ? Landlord  $233,772


NAVISTAR INT'L: Fitch Rates New $300MM Sr. Unsecured Notes 'CCC'
----------------------------------------------------------------
Fitch Ratings assigns a rating of 'CCC'/'RR4' to Navistar
International Corporation's (NAV) proposed issuance of $300
million senior unsecured notes maturing November 2021. The Rating
Outlook is Positive. Proceeds will be used to repay a portion of
Navistar, Inc.'s $1 billion senior secured bank term loan. A full
list of ratings is shown at the end of this release.

NAV announced last week it would reduce its $1 billion senior
secured term loan using proceeds from the new notes, and seek
lender consent to extend the maturity to 2017 from 2014. Other
proposed changes include amendments to certain covenants to
provide additional operating flexibility, and an adjustment to
collateral as a consequence of the reduced loan amount. These
changes would not have a material impact, in Fitch's view, on the
loan's priority status in Navistar's debt structure or on recovery
prospects for the loan.

Key Rating Drivers

The Positive Outlook incorporates the favorable impact of NAV's
planned refinancing on liquidity, meaningful progress in executing
NAV's transition to its revised engine strategy, and the
appointment of a permanent CEO effective in April 2013. In
addition, the company continues to restructure operations to cut
costs and improve efficiency which can be expected to support
margins over the long term.

Following the planned refinancing, total debt would remain
unchanged, but extending the maturity date of the term loan would
improve the company's liquidity profile by reducing the large
amount of debt maturing in 2014. The shift of $300 million of debt
from a secured to unsecured basis would improve recovery prospects
modestly for unsecured debtholders.

Near-term concerns remain, however, including declines in the
company's market share, high warranty costs, operating losses,
negative free cash flow, and tepid demand for trucks that reflects
slow economic growth and cost pressures faced by truck purchasers
related to fuel costs and driver availability.

The ratings also incorporate concerns surrounding the availability
and use of emissions credits, which began to run out in the second
fiscal quarter of 2013 for some heavy duty engines. In addition,
NAV is still working to achieve on-board diagnostics (OBD)
certification in 2013 for certain engines. As a result, occasional
gaps in deliveries could exacerbate market share concerns while
NAV implements its revised engine strategy. NAV's share in its
traditional heavy and medium truck and bus markets was 18% in the
first fiscal quarter of 2013 compared to 23% in fiscal 2012 and
34% as recently as 2010. Emission credits are a particular concern
in 10 states that use California Air Resources Board (CARB)
standards which do not allow the use of non-conformance penalties
(NCPs). There are sufficient emissions credits to support medium-
duty engine sales into 2014.

Fitch expects manufacturing free cash flow (FCF) to be negative
through at least the first half of fiscal 2013 due to seasonally
low cash flow; delays in deliveries due to the depletion of
emissions credits; and expenditures related to warranties, NCPs,
and ongoing pension contributions. FCF could be pressured if
industry demand for trucks does not improve or the company's
market share does not recover.

Liquidity is well above $1 billion which provides a cushion to
absorb negative cash flow in the near term. NAV's manufacturing
cash and marketable securities declined to just under $1.2 billion
at Jan. 31, 2013 from $1.5 billion at Oct. 31, 2012. This level of
cash, combined with availability under a $175 million ABL
facility, is sufficient to mitigate near-term liquidity concerns
while NAV makes the transition to its revised engine strategy.
Cash balances could weaken modestly before the company begins
shipping heavy duty trucks with its own proprietary MaxxForce 13-
liter engines that include Selective Catalytic Reduction (SCR)
aftertreatment technology by the end of the fiscal second quarter.

Current maturities of manufacturing long-term debt were modest at
$125 million at Jan. 31, 2013. Debt maturities exceed $1.5 billion
in 2014 but would decline by approximately $1 billion upon
completion of NAV's planned amendments and debt issuance.
Scheduled to mature in October 2014 is $570 million of
subordinated convertible debt.

Sales declined 12% year-over-year in the first quarter of 2013 due
to weak industry demand for trucks and NAV's declining market
share. EBITDA was slightly above break-even in the first quarter
of fiscal 2013. Results could improve during the year if NAV
executes its revised engine strategy on time and begins to rebuild
market share. In order to rebuild its operating performance and
preserve cash, NAV is limiting capital spending, cutting back on
certain investments associated with NAV's global expansion, and
focusing engineering efforts on its engine strategy. Restructuring
should also help control NAV's costs over the long term, including
workforce reductions. NAV estimates these actions will reduce its
cost structure by $175 million or more beginning in 2013.

Warranty expense more than doubled in 2012 to $895 million, mostly
related to complexity surrounding engine emissions regulations.
The charges included more than $400 million of adjustments to pre-
existing warranties. As NAV incorporates improvements in newer
engines, warranty expense should decline in 2013. However, cash
charges are likely to increase in the near term as NAV makes
repairs related to accrued warranty liabilities.

Pension contributions represent a recurring use of cash, but
required contributions during the next few years should be
slightly lower than originally anticipated due to MAP-21
legislation passed in 2012. The legislation allows a portion of
required contributions to be temporarily deferred, but the total
obligation is unaffected. NAV estimates it will be required to
contribute $166 million in 2013 and at least $200 million annually
between 2014 and 2016. NAV contributed $157 million in 2012. NAV's
net pension obligations increased to $2.1 billion at the end of
fiscal 2012 from $1.8 billion in 2011.

NAV's revised engine strategy involves combing NAV's advanced
exhaust gas recirculation (EGR) technology with Cummins SCR
engines and emissions technology. In December 2012, NAV launched
on time the ProStar with the Cummins ISX 15-liter engine and is
scheduled to phase in its own 13-liter SCR engines beginning in
April 2013, followed by medium-duty engines later in 2013 or 2014.
NAV will require approval by the EPA and CARB of its reconfigured
emissions compliant engines as well as approval of on-board
diagnostics.

Rating Sensitivities
Fitch could take a positive rating action if manufacturing FCF
returns toward a sustainable breakeven level during 2013, the SCR
engine strategy is implemented on time, the company's market share
begins to recover, and earnings improve steadily.

Fitch could take a negative rating action if NAV's market share
fails to recover materially as it gradually completes the
transition to SCR emissions technology, or if FCF and liquidity do
not begin to recover after the middle of fiscal 2013. If sales
volumes are low or margins remain pressured, FCF could be
impaired, making it difficult to fund capital expenditures,
pension contributions and higher interest expense associated with
an increase in debt during late fiscal 2012. Five investors have
accumulated, in aggregate, more than 60% of NAV's common shares,
which contributes to some uncertainty about long-term operating
and financial policies. The ratings could also be negatively
affected depending on the outcome of the SEC's investigation of
the company's accounting and disclosure practices.

The Recovery Rating (RR) of '1' for Navistar Inc.'s $1 billion
term loan supports a rating of 'B', three levels above NAV's
Issuer Default Rating (IDR), as the loan can be expected to
recover more than 90% in a distressed scenario based on a strong
collateral position. The RR '4' for NAV's senior unsecured debt
indicates average recovery prospects in a distressed scenario. The
RR '6' for the senior subordinated convertible notes reflects a
low priority position relative to NAV's other debt.

Navistar Financial Corporation (NFC)
Fitch believes NFC is core to NAV's overall franchise, and the IDR
of the finance subsidiary is directly linked to that of its
ultimate parent due to the close operating relationship and
importance to NAV, as substantially all of NFC's business is
connected to the financing of new and used trucks sold by NAV and
its dealers. The linkage also reflects the potential that, under a
stress scenario, NAV may seek to extract capital and/or
unencumbered assets from NFC.

The relationship between NAV and NFC is formally governed by the
Master Intercompany Agreement. Also, there is a requirement
referenced in NFC's credit agreement requiring Navistar, Inc. or
NAV to own 100% of NFC's equity at all times.

Fitch views NFC's operating performance and overall credit metrics
as neutral to NAV's rating. NFC's performance has not changed
materially compared to Fitch's expectations, but its financial
profile remains tied to NAV's operating and financial performance.
Total financing revenue declined in first quarter 2013 on
continued reduction of NFC's retail portfolio balance and lower
wholesale financing volume to dealers. The average receivables
balance declined to $1.7 billion at Jan. 31, 2013 compared to $2.5
billion one-year prior.

NFC's asset quality remains stable, reflecting the mature retail
portfolio which is running off. Charge-offs and provisioning
volatility has declined as NFC focuses on its wholesale portfolio,
which historically has experienced lower loss rates relative to
the retail portfolio.

Absent material dividends to the parent, Fitch expects NFC's
leverage to improve and stay below historical levels due to
reduced financing needs. Balance sheet leverage, as measured by
total debt to equity fell to a historical low of 2.5x in first
quarter 2013. Management believes NFC can more effectively operate
with a leverage target between 5x and 6x, consistent with
historical levels and with other Fitch-rated captives. The company
may also reestablish dividends from NFC to NAV in efforts to
maintain adequate asset coverage and leverage, as well as to
enhance liquidity at NAV in the medium to longer term.

Liquidity is adequate at Jan. 31, 2013, with $13.1 million of
unrestricted cash and approximately $1.1 billion of availability
under its various borrowing facilities. In February 2013, NFC
completed a refinancing of a portion of its borrowing facilities
which Fitch believes mitigates some potential near-term liquidity
constraints.

The RR '4' for NFC's senior secured credit facilities supports a
rating equalized with the IDR of 'CCC', reflecting average
recovery prospects in a distressed scenario.

As of Jan. 31, 2013, Fitch's ratings covered approximately $2.9
billion of debt at NAV and $1.6 billion of outstanding debt at the
Financial Services segment, the majority of which is at NFC.

Fitch rates the following:

-- Proposed issuance of $300 million senior unsecured notes
   'CCC'/'RR4'.

Fitch's ratings for NAV are:

Navistar International Corporation
-- Long-term IDR 'CCC';
-- Senior unsecured notes 'CCC'/'RR4';
-- Senior subordinated notes 'CC'/'RR6'.

Navistar, Inc.
-- Long-term IDR 'CCC';
-- Senior secured bank term loan 'B'/'RR1'.

Cook County, Illinois
-- Recovery zone revenue facility bonds (Navistar International
   Corporation Project) series 2010 'CCC'.

Illinois Finance Authority (IFA)
-- Recovery zone revenue facility bonds (Navistar International
   Corporation Project) series 2010 'CCC'.

Navistar Financial Corporation
-- Long-term IDR 'CCC';
-- Senior secured bank credit facilities 'CCC'/'RR4'.

The Rating Outlook is positive.


NAVISTAR INT'L: Moody's Rates $300MM Senior Notes 'B3'
------------------------------------------------------
Moody's Investors Service assigned a B3 rating to $300 million of
senior unsecured notes issued by Navistar International
Corporation. Proceeds from the issuance will be used to reduce the
outstanding amount under the company's first-lien term loan from
$990 million to approximately $692 million. It is anticipated that
concurrent with the issuance of the new notes and pay down of the
term loan, the maturity of the term loan will be extended from
July 2014 to August 2017.

Navistar's existing ratings are unaffected by this transaction.
These ratings include: B3 Corporate Family Rating; B3-PD
Probability of Default Rating; Ba3 on first lien secured debt; B3
on senior unsecured debt; and SGL-3 Speculative Grade Liquidity
rating. The rating outlook remains stable.

Ratings Rationale

Navistar's ratings reflect the challenges the company faces in
transitioning to SCR emissions technology, contending with falling
demand in the heavy truck market, and adjusting to budgetary
cutbacks that are reducing its military sales. The company must
also address component defects that contributed to approximately
$400 million in warranty accruals throughout 2012.

Notwithstanding these challenges Moody's recognizes that Navistar
maintains a high level of customer loyalty among many truck
purchasers, it has a sound dealer network and the company's
strategy for strengthening the competitiveness of its trucks and
engines is viable. In addition, despite the softening near-term
outlook for North American truck sales, there is considerable
pent-up demand.

A key challenge facing Navistar is maintaining adequate liquidity
as it implements its product strategy in anticipation of an
eventual rebound of truck demand. The principal source of
liquidity for Navistar's manufacturing operations is the cash and
marketable securities position that stood at $1.2 billion at
January 2013. Key liquidity requirements include approximately
$125 million in current maturities of long-term debt,
approximately $350 million in minimum levels of cash needed to
fund working capital and daily operating activities. This leaves
approximately $725 million to cushion against negative operating
cash flow that might result from difficulties in executing the
company's operating plan or a delayed rebound in truck demand.

Moody's notes that Navistar's liquidity profile will benefit from
the proposed extension of the term loan maturity to 2017. However,
Moody's also expects that during the near-term, the company will
also have to contend with the October 2014 maturity of
approximately $570 million of senior subordinated convertible
notes.

The principal methodology used in this rating was the Global Heavy
Manufacturing Industry Methodology published in November 2009, the
Finance Company Global Rating Methodology published in March 2012,
and The Rating Relationship Between Industrial Companies And Their
Captive Finance Subsidiaries Industry Methodology published in May
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.


NEENAH FOUNDRY: Moody's Assigns 'B3' Rating to New $150MM Loan
--------------------------------------------------------------
Moody's Investors Service assigned first time public ratings to
Neenah Foundry Company - Corporate Family at B2 and Probability of
Default Ratings at B2-PD. In a related action, Moody's assigned a
B3 rating to the new $150 million senior secured term loan. The
rating outlook is stable.

Funding under the new senior secured term loan, along with nominal
funding under a new $100 million senior secured asset based
revolving credit facility (unrated), will be used to refinance
existing debt, and pay fees and expenses related to the
transaction.

The following ratings were assigned:

Corporate Family Rating, B2;

Probability of Default, B2-PD;

B3 (LGD4, 61%), for the $150 million senior secured term loan.

Ratings Rationale:

Neenah's B2 Corporate Family Rating reflects the company's
leadership position in the production of castings and forging
products balanced by the company's high leverage, cyclical end
markets, modest size, and regional focus. Demand for Neenah's
products has been driven by the recovery in the commercial vehicle
industry and stabilizing macroeconomic conditions over the recent
years in North America. These conditions, along with limited
industry capacity, have supported Neenah's ability to implement
price increases across the company's industrial and municipal
segments which have improved profit margins and credit metrics. In
addition, the company's business profile benefits from the top ten
customers (about 55% of 2012 revenues) having an average
relationship history of 31 years. Neenah's credit metrics have
also benefited from the reduction of approximately $155 million in
debt upon emergence from Chapter 11 in July 2010. For the fiscal
September 30, 2012, pro forma debt/EBITDA (including Moody's
standard adjustments) approximated 3.9x and EBIT/interest coverage
approximated 1.8x.

Neenah's revenue base maps to the B range under the Global
Automotive Parts Supplier Methodology and is generated primarily
in North America, which limits the company to the macroeconomic
conditions of one region. Moody's expects North American
commercial vehicle build rates over the coming quarters to reflect
some softening in commercial vehicle demand, given the modest
macroeconomic growth environment and the potential adverse impact
of U.S. government fiscal spending policies. The trucking industry
also is experiencing increased competition from rail as companies
focus on cutting further their logistics costs. However, Neenah
does benefit from customer diversity with the largest customer
representing 9.4% of 2012 revenues. Further, profit margins should
be protected from raw material cost fluctuations, as management
has indicated that the surcharge mechanism on its metallic
material costs protects approximately 75% of the company raw
material spending.

The stable outlook incorporates Neenah's modest size and pro forma
credit metrics. Neenah's adequate liquidity profile is expected to
provide sufficient operating flexibility to manage through the
risk of softening commercial vehicle and municipal demand over the
coming quarters.

Neenah is anticipated to have an adequate liquidity profile over
the near-term supported by availability under a $100 million asset
based revolving credit facility and expected positive free cash
flow generation. The company is anticipated to have nominal cash
balances as of the closing of the refinancing transaction. Moody's
believes that Neenah is positioned to generate positive free cash
flow over the near-term supported by pricing actions initiated in
fiscal 2012 somewhat offset by weakening demand for commercial
vehicles in North America and the potential adverse funding impact
of government debt reduction policies on municipalities. Borrowing
base availability under the asset based revolving credit facility
is expected to support operating flexibility over the near-term.
Financial covenants under the term loan are anticipated to include
a minimum fixed charge coverage and maximum total net leverage
test. The asset based revolver financial covenant is expected to
be a springing minimum fixed charge coverage test.

An improvement in Neenah's rating or outlook could result from the
ability to sustain current market share and pricing trends such
that EBIT/Interest is sustained above 3.3x and Debt/EBITDA below
3.5x while demonstrating a financial policy that is focused on
debt reduction rather than shareholder returns.

The outlook or rating could be lowered if the North American
commercial vehicle and casting markets experience weaker demand
trends resulting in EBIT margins falling below 5%, EBIT/Interest
approaching 2x and debt/EBITDA above 4.5x. A deteriorating
liquidity profile or the initiation of large shareholder
distributions could also lower the company's rating or outlook.

The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology published in January
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.

Neenah Foundry Company, headquartered in Neenah, Wisconsin,
manufactures gray and ductile iron castings and forged components
for sale to industrial and municipal customers. Industrial
castings are custom engineered and produced for customers in
several industries, including the medium- and heavy-duty truck
components, farm equipment, and HVAC industries. Municipal
castings include manhole covers and frames, storm sewer frames and
grates, tree grates, and specialty castings. Neenah is a wholly
owned subsidiary of Neenah Enterprises, Inc. which is controlled
by private investment funds affiliated with Golden Tree Asset
Management. Revenues for fiscal year-end September 30, 2012 were
$557 million.


NEW ALBERTSON'S: Moody's Withdraws 'Caa1' Senior Debt Rating
------------------------------------------------------------
Moody's Investors Service withdrew the ratings of all tranches of
New Albertson's Inc.'s senior unsecured notes following the
closing of SUPERVALU, Inc.'s sale of NAI to AB Acquisition LLC, an
affiliate of a Cerberus-led investor consortium.

Moody's has withdrawn the ratings because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.

The following ratings are withdrawn:

New Albertson's Inc. Senior Unsecured Debt (all tranches) at Caa1
on review with direction uncertain.


NORTHWEST PARTNERS: Tells Fannie Mae That Plan is Confirmable
-------------------------------------------------------------
Contrary to assertions by the Federal National Mortgage
Association, debtor Northwest Partners says its amended
reorganization plan:

   -- is confirmable;
   -- properly classifies the Fannie Mae deficiency claim;
   -- satisfies the absolute priority rule; and
   -- is fair and equitable.

Fannie Mae assets a secured claim as of the petition date of over
$13.3 million dollars yet, secured by the Debtor's apartment
complex in Reno, Nevada, valued at only $13.0 million.  Fannie Mae
is opposing confirmation of the Plan and instead wants relief from
the automatic stay with respect to the Debtor's property.

The Plan provides that the current general partners of the Debtor
will contribute such funds as are necessary to implement the Plan.

The Debtor amended the Plan on Jan. 9, 2013, to provide that:

   1. The Washoe HOME claim will not bear any interest prior to or
after the Effective Date.  The balance owed on the Washoe County
HOME claim will be paid on or before July 1, 2049, or such other
date as the Debtor may propose at the Confirmation Hearing which
is approved by the Court.

   2. Allowed Unsecured Claims will receive quarterly pro rata
disbursements of $5,000 commencing on the first day of the month
at least 90 days following the Effective Date, and continuing on
the first day of each and every third month thereafter, until such
claims are paid in full.  To the extent that the Debtor is unable
to make such payment, the general partners of the Debtor will
contribute such sums as are necessary to make the payment.  All
potential insider claims will be subordinated to trade creditor
claims.

   3. There will be no distribution under the plan to insiders.

A copy of the Amended Plan is available for free at
http://bankrupt.com/misc/NORTHWEST_PARTNERS_planamendment.pdf

                     About Northwest Partners

Northwest Partners owns the 268-unit Austin Crest Apartment in
Northwest Reno, Nevada.  It filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-53528) on Nov. 17, 2011.  Judge Bruce
T. Beesley oversees the case.  The Debtor scheduled $13,513,361 in
assets and $14,135,158 in liabilities.  The petition was signed by
Robert F. Nielsen, president of IDN I, the Debtor's general
partner.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.  Attorneys at Snell &
Wilmer L.L.P., in Las Vegas, Nev., represent Fannie Mae as
counsel.

Under the Plan, the Debtor will continue to operate its business
of leasing its property post-confirmation.  The income generated
will be used to fund the Plan.  The equity owners of the Debtor
will contribute funds as are necessary to implement the Plan.


NOVADEL PHARMA: In Active Negotiations with Creditors to Cut Debt
-----------------------------------------------------------------
NovaDel Pharma Inc. reported unaudited financial results for the
twelve months ended Dec. 31, 2012.

As previously reported, the Company has entered into negotiations
for the sale of its intellectual property and certain other assets
to SUDA LTD, an Australian company listed on the ASX.  An
agreement has not as yet been reached.  In addition, the Company
is seeking a purchaser for its NitroMist(R) and ZolpiMist(TM)
licenses together with the related NDA's.  It is currently
appealing the FDA fees levied on these products and they continue
to be an impediment to the sale of the licenses.

The Company, at the end of March 2012, deregistered its common
stock and exited the Securities and Exchange Commission reporting
system.

The Company recorded a loss of $1,200,000 or $(0.01) per share for
the twelve months ended Dec. 31, 2012, compared to a net loss of
$5,341,000 or $(0.04) per share in the 12 months ended Dec. 31,
2011.

During the twelve months of 2012, the Company earned royalties
from the license of NitroMist and ZolpiMist in the amount of
$471,000.  The Company also received $200,000 from the sale of
NitroMist rights outside the US, Canada and Mexico.  Also included
in revenue is the recognition of previously received payments
under various license agreements.  In January 2013, the Company
terminated its ZolpiMist license agreement with Rechon Life
Science AB.  Rechon breached the initial performance clause of the
license and under the terms of the agreement the license was
terminated.

Expenses for the 12 months ended Dec. 31, 2012, were $2,572,000 as
compared to $4,700,000 and include amounts to maintain and expand
the Company's intellectual property base, as well as an expense
accrual under a severance agreement with a former officer of the
Company.   The Company continues to closely manage its expenses as
well as actively negotiate with its creditors to reduce its
outstanding debts.

As of Dec. 31, 2012, the Company has approximately $30,000 in cash
and cash equivalents.

The current liabilities of the Company, at Dec. 31, 2012, of
$4,365,000 include fees due to the FDA approximating $2,800,000.
The imposition of these fees is an impediment to the Company's
ability to raise capital to continue to develop its product
opportunities or find a strategic partner.  The Company has filed
an appeal with the FDA for relief of the fees currently imposed
and future fees relating to its licensed and marketed products.
There is no assurance that the Company's request will be granted
nor is the Company certain as to the time frame for a response to
its request of the FDA.

The remaining liabilities at Dec. 31, 2012, of $5,170,000 reflect
deferred revenue to be recognized over the term of various license
agreements.

                       About Novadel Pharma

NovaDel Pharma Inc. -- http://www.novadel.com/-- is a specialty
pharmaceutical company that develops oral spray formulations of
marketed pharmaceutical products.  The Company's patented oral
spray drug delivery technology seeks to improve the efficacy,
safety, patient compliance, and patient convenience for a broad
range of prescription pharmaceuticals.


OMTRON USA: Stalking Horse, Bid Protections Okayed
--------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina issued an amended order in connection with Omtron USA,
LLC's selection of a stalking horse bidder.

The amended order entered last month provides that the Debtor will
consult with the Official Committee of Unsecured Creditors prior
to designating one or more bids as a stalking horse.

The Debtor is also authorized to provide any stalking horse bidder
with these protections:

   a) a break-up fee, in an amount to be negotiated by the Debtor
based on the totality of the circumstances, including, without
limitation, the purchase price and other terms and conditions of
the stalking horse agreement;

   b) reasonable expense reimbursement for any stalking horse
bidder for costs and fees incurred by such stalking horse
bidder related to due diligence and transaction costs;

   c) the total of the break-up fee and the expense reimbursement
will not exceed, in combined total, 3% of the aggregate sale price
of the identified sale assets.

A copy of the Plan Amendment is available for free at
http://bankrupt.com/misc/NORTHWEST_PARTNERS_planamendment.pdf

                         About Omtron USA

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

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

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

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


OTELCO INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Affiliated entities that simultaneously filed Chapter 11
petitions:

     Debtor                             Case No.
     ------                             --------
Otelco Inc.                             13-10593
  505 Third Avenue East
  Oneonta, AL 35121
Blountsville Telephone LLC              13-10594
Brindlee Mountain Telephone LLC         13-10595
Communications Design Acquisition LLC   13-10596
CRC Communications LLC                  13-10597
Granby Telephone LLC                    13-10598
Hopper Telecommunications LLC           13-10599
I-Land Internet Services LLC            13-10600
Mid-Maine Telecom LLC                   13-10601
Mid-Maine TelPlus LLC                   13-10602
Otelco Telecommunications LLC           13-10604
Pine Tree Telephone LLC                 13-10606
Saco River Telephone LLC                13-10607
Shoreham Telephone LLC                  13-10608
War Telephone LLC                       13-10609
Otelco Telephone LLC                    13-10605
Otelco Mid-Missouri LLC                 13-10603

Chapter 11 Petition Date: March 24, 2013

Court: United States Bankruptcy Court
       District of Delaware

Debtors' Bankruptcy
Counsel:             Edmon L. Morton, Esq.
                     YOUNG, CONAWAY, STARGATT & TAYLOR
                     The Brandywine Bldg.
                     1000 West Street, 17th Floor
                     P.O. Box 391
                     Wilmington, DE 19899
                     Tel: 302 571-6600
                     Fax: 302-571-1253

                          - and -

                     Maris J. Kandestin, Esq.
                     Robert S. Brady, Esq.
                     YOUNG CONAWAY STARGATT & TAYLOR, LLP
                     Rodney Square
                     1000 North King Street
                     Wilmington, DE 19801
                     Tel: 302-571-6600

                          - and -

                     Rachel C. Strickland, Esq.
                     Jennifer J. Hardy, Esq.
                     Jack M. Tracy, II, Esq.
                     WILLKIE FARR & GALLAGHER LLP
                     787 Seventh Avenue
                     New York, NY 10019-6099
                     Tel: 212-728-8000

Debtors' Corporate
Counsel:             DORSEY & WHITNEY LLP

Debtors' Investment
Bankers & Financial
Advisors:            EVERCORE GROUP LLC

Debtors' Claims
& Notice Agent:      KURTZMAN CARSON CONSULTANTS, LLC

Total Assets at Sept. 30, 2012: $168,490,060

Total Liabilities at Sept. 30, 2012: $310,064,158

The petitions were signed by Michael D. Weaver, Chief Executive
Officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ---------------   ------------
Arab Electric Cooperative Inc.    Trade                 $379,807
PO Box 770
331 South Brindlee Mountain Pkwy
Arab, AL 35016
c/o Joe Van Bunch
General Manager
Tel: 256-586-3196
Fax: 256-586-4943

Fairpoint Communications Inc.     Trade                 $282,768
800 Hinesburg Road
South Burlington, VT 05403
c/o Tom Nolting
Tel: 802-860-2323

Level 3 Communications            Trade                 $135,170
1015 Locust, Suite 300
St. Louis, MO 63101
c/o Ruben Chapa
Account director
Tel: 314-242-5603

National Cable Television         Trade                  $97,222
Cooperative

Alabama Power                     Trade                  $97,066

Central Maine Power Company       Trade                  $72,154

ANPI                              Trade                  $47,589

American Electric Power Co. Inc.  Trade                  $47,500
(AEP Pole)

MaineCom LLC                      Trade                  $34,089

Neustar Inc.                      Trade                  $21,941

EarthLink Inc.                    Trade                  $20,000

Innovative Network Solutions      Trade                  $16,331

Intrado Inc.                      Trade                  $10,399

SegTEL Inc.                       Trade                   $8,200

Fox Sports Net South              Trade                   $7,533

Green Mountain Power              Trade                   $6,861

Mosaic Technology                 Trade                   $6,661

U.S. Cellular Corporation         Trade                   $6,426

Frontier Communications Corp.     Trade                   $5,400

SportSouth                        Trade                   $5,282

Google Inc.                       Trade                   $5,110

Northland Telephone Company
of Maine Inc.                     Trade                   $4,500

iN DEMAND                         Trade                   $4,406

Budget Document Technology        Trade                   $4,386

Graybar Electric Company Inc.     Trade                   $3,811

KLC Realty LLC                    Trade                   $3,027

ADTRAN Inc.                       Trade                   $3,012

Alabama Public Service Commission Trade                   $2,800

Allen, Benjamin C                 Trade                   $2,922

Bubier, Dale                      Trade                   $2,976


PATRIOT COAL: Bondholders Want Trustee to Take Over
---------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reports that two Patriot
Coal Corp. bondholders, claiming the majority of the company's
99 units in bankruptcy don't have obligations to unions and
retirees, are seeking the appointment of a trustee to oversee how
assets are distributed.

According to the report, Aurelius Capital Management LP and
Knighthead Capital Management LLC, said in court papers filed
March 28 in U.S. Bankruptcy Court in St. Louis that the U.S.
mining company's bankruptcy is being mismanaged because it assumes
all the units have obligations to the collective bargaining or
retiree health care agreements of the United Mine Workers of
America.  Their bid for a trustee sets up a dispute over how
bondholders and unions are treated in the Chapter 11 case.

Patriot filed for bankruptcy to reorganize and shed some of the
$1.6 billion it estimates is owed to pay for lifetime health care
for 8,100 retirees.

The company said in a statement March 29 that it will oppose the
bondholders' request.  The motion "is a misguided, costly and
disruptive distraction at a time when the company is focused on
achieving the cost savings it needs to reorganize successfully and
protect the interests of all stakeholders," Michael Freitag, a
Patriot spokesman, said in the statement.

The report relates that Aurelius and Knighthead own 3.25% notes
due 2013 and a majority of the 8.25% notes due 2018, the funds
said.  They seek an independent Chapter 11 trustee to oversee the
case and said that without one, the company is moving "inexorably
towards liquidation."

"Compounding the problem, rather than moving expeditiously to take
the non-obligor debtors out of bankruptcy, the debtors-in-
possession have spent nine months negotiating with the UMWA about
these illegal proposals," the funds wrote.

Patriot has proposed moving retiree health-care benefits to a
trust, known as a Voluntary Employee Beneficiary Association or
VEBA.  The VEBA would be funded by all of the company's 99 units,
including 13 of them that don't have obligations to unions and
retirees, the funds said.

While the amount Patriot would owe retirees under the new
agreements hasn't been determined, it's estimated at $1 billion,
according to court papers.  Patriot has proposed pay cuts and
benefit changes for unionized employees in bankruptcy, and also
sued Peabody Energy Corp. to force its former parent to keep
paying for the healthcare costs of certain retirees who were
employed by Peabody before Patriot's 2007 spinoff.

                        About Patriot Coal

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

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

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

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

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


PATRIOT ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Patriot Electric and Mechanical Inc.
        717 E. Ordnance Road, Suite 203-204
        Curtis Bay, MD 21226

Bankruptcy Case No.: 13-15055

Chapter 11 Petition Date: March 22, 2013

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Ronald J. Drescher, Esq.
                  DRESCHER & ASSOCIATES, P.A.
                  4 Reservoir Circle, Suite 107
                  Baltimore, MD 21208
                  Tel: (410)484-9000
                  E-mail: ecf@drescherlaw.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
TW3 Properties LLC                      13-15058
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Talbot Watkins, III, president.

A copy of Patriot Electric and Mechanical's list of its 20 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/mdb13-15055.pdf


PINNACLE FOODS: Moody's Reviews Ratings for Upgrade After IPO
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Pinnacle Foods
Finance LLC, including its B2 Corporate Family Rating, Ba3 senior
secured rating and Caa1 senior unsecured rating under review for
upgrade following the successful launch of an initial public
offering ("IPO") of its common stock. Moody's also affirmed the
company's SGL-2 Speculative Grade Liquidity rating.

Rationale For Ratings Review

The ratings review is based on the significant decline in
financial leverage that will result from at least $589 million in
planned debt repayments using IPO proceeds and cash. Proforma the
debt reductions, Moody's estimates that debt/EBITDA leverage will
fall comfortably below 5 times from just over 6 times prior to the
IPO. Moody's had previously said that if Pinnacle reduced
debt/EBITDA below 5.5 times, the ratings could be upgraded.

Pinnacle sold 29 million shares for $20 per share raising
approximately $580 million and could raise as much as $88 million
more if the underwriters exercise their green shoe option to
purchase up to 4.4 million additional shares. Pinnacle plans to
use cash and IPO proceeds to redeem $465 million of 9.25% senior
unsecured notes due 2015 and $124 million of its senior secured
Term Loan B due 2014. Pinnacle has not said how it will apply any
incremental green shoe option proceeds.

Moody's review will focus primarily on the amount and use of net
IPO and green shoe proceeds, future financial policies related to
acquisitions and dividend payout rates and understanding any other
potential shifts in future business strategy.

"The IPO and debt reduction to follow will significantly improve
Pinnacle's overall credit profile including reduced financial
leverage and extension of its maturity schedule, both of which are
significant credit positives " said Brian Weddington, a Moody's
Senior Credit Officer.

Moody's estimates that the planned debt reduction will generate
cash interest savings of about $55 million. It also reduces the
amount of the company's nearest debt maturities through a $124
million repayment of the $243 million Term Loan B that is due
April 2014 and the avoidance of an accelerated maturity of the
$450 million Term Loan F due 2018, which would have expired at the
end of 2014 if at that time any more than $150 million of the
9.25% unsecured notes remained outstanding.

However, the cash interest savings will be offset by the
institution of a generous quarterly cash dividend that Pinnacle
intends to set initially at $0.18 per share or about $80 million
on an annualized basis.

"We believe that Pinnacle should be able to generate enough cash
flow to fund the planned dividend payments internally," said
Weddington, "nevertheless, at over 90% of proforma 2012 earnings,
the payout rate appears aggressive relative to peer average around
50%."

Ratings placed under review for upgrade:

Pinnacle Foods Finance LLC:

Corporate Family Rating at B2;

Probability of Default Rating at B2-PD;

$150 million senior secured revolving loan expiring April 2017 at
Ba3;

$243 million senior secured Term Loan B due April 2014 at Ba3;

$638 million senior secured Extended Term Loan B due October 2016
at Ba3;

$398 million senior secured Term Loan E due October 2018 at Ba3;

$449 million proposed senior secured Term Loan F, due 2018 at Ba3;

$465 million senior unsecured notes due April 2015 at Caa1;

$400 million senior unsecured notes due September 2017 at Caa1.

LGD Rates To Be Revised:

LGD senior secured bank credit facilities (Domestic) at LGD3 -
32%;

LGD senior unsecured debt (Domestic) at LGD5 - 86%.

Rating Affirmed:

Speculative Grade Liquidity Rating at SGL-2.

The principal methodology used in this rating was Global Packaged
Goods published in December 2012.

Headquartered in Parsippany, New Jersey, Pinnacle Foods Finance
LLC -- through its wholly-owned operating company, Pinnacle Foods
Group -- manufactures and markets branded convenience food
products in the US and Canada. Its brands include Birds Eye,
Voila, Hungry-Man and Swanson frozen dinners, Vlasic pickles, Mrs.
Paul's and Van de Kamp's frozen prepared sea food, Aunt Jemima
frozen breakfasts, Log Cabin and Mrs. Butterworth's syrup and
Duncan Hines cake mixes. Annual net sales are approximately $2.5
billion. Pinnacle Foods Finance LLC is controlled by investment
funds associated with or designated by The Blackstone Group, which
following the IPO owns between approximately 70% of the common
shares.


PT BERLIAN LAJU TANKER: Parent Now in Chapter 15
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PT Berlian Laju Tanker Tbk, an Indonesian operator of
about 70 tankers, is the subject of another bankruptcy proceeding,
this time a Chapter 15 cross-border bankruptcy filed March 26 in
New York.

PT Berlian was already the subject of an involuntary Chapter 11
bankruptcy filed in December in New York by investor Gramercy
Distressed Opportunity Fund II along with two sister funds.  In
addition, more than a dozen subsidiaries have been under Chapter
11 protection in New York since last year.

In March 2012, PT Berlian put the subsidiaries into Chapter
15 proceedings in Manhattan to complement a bankruptcy
reorganization in Singapore, where the subsidiaries are based.
In April the U.S. judge ruled that Singapore is home to the so-
called foreign main proceeding for the operating subsidiaries.

In June 2012, Indonesian bank PT Bank Mandiri (Persero) Tbk began
involuntary bankruptcy proceedings in Indonesia against the PT
Berlian parent, followed by the involuntary petition the Gramercy
funds filed in New York in December.

With creditors voting in favor, the Indonesian court approved the
parent's bankruptcy reorganization on March 22.  The company filed
the new Chapter 15 so the U.S. Court can enforce the Indonesian
restructuring.

                         About PT Berlian

Creditors of PT Berlian Laju Tanker Tbk filed an involuntary
Chapter 11 bankruptcy petition in U.S. Bankruptcy Court against
the Indonesian ship operator (Bankr. S.D.N.Y. Case No. 12-14874)
on Dec. 13, 2012.

The petition was filed by Gramercy Distressed Opportunity Fund II,
Gramercy Distressed Opportunity Fund, and Gramercy Emerging
Markets Fund.  The creditors, all located in Greenwhich, Conn.,
are allegedly owed $125.5 million.

PT Berlian Laju Tanker Tbk is the largest Indonesian shipping
company, focusing on liquid bulk cargo, with operations primarily
in Asia with some expansion into the Middle East and Europe.

Indonesia-based PT Berlian Laju Tanker Tbk filed Chapter 15
bankruptcy petitions in New York for subsidiaries (Bankr.
S.D.N.Y. Lead Case No. 12-11007) on March 14, 2012, to prevent
creditors from seizing the company's vessels when they call on
U.S. ports.  Cosimo Borrelli, appointed vice president for
restructuring for PT Berlian, signed the Chapter 15 petitions for
Chembulk New York Pte Ltd and 12 other entities.

The Berlian group operates 72 vessels, of which 50 are owned.

In January 2012, the Berlian Group violated covenants under a
$685 million loan agreement.  Creditors took steps to arrest
certain vessels operated by companies in the Berlian Group.

In order to prevent ship arrests and other collection efforts,
the Berlian Group initiated proceedings in the High Court of the
Republic of Singapore on March 12, 2012.  The Singapore court
entered orders prohibiting for three months any arrest of vessels
or collection effort.

The Berlian Group filed the Chapter 15 petitions to obtain entry
of an order enjoining creditors from seizing vessels that are at
port in the United States.  The Debtors do not have assets in the
U.S. other than the transitory basis vessels that are in the U.S.

The U.S. Bankruptcy Judge in April 2012 ruled that Indonesia is
the home to the so-called foreign main proceeding.


PT BERLIAN: Chapter 15 Case Summary
-----------------------------------
Chapter 15 Debtor:   PT Berlian Laju Tank Tbk
                     Wisma BSG 10th Floor
                     JI. Abdul Muis No. 40, Jakarta 10160
                     Indonesia
                     as Foreign Representative

Chapter 15 Case No.: 13-10901

Chapter 15 Petition Date: March 26, 2013

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

U.S. Judge: Hon. Stuart M. Bernstein

Foreign Representative's
U.S. Counsel:             Kenneth R. Puhala, Esq.
                          SCHNADER HARRISON SEGAL & LEWIS LLP
                          140 Broadway, Suite 3100
                          New York, NY 10005
                          Tel: (212) 973-8140
                          Fax: (212) 972-8798
                          E-mail: kpuhala@schnader.com

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

Estimated Liabilities: More than $1,000,000,000

Affiliated cases filed in U.S. Bankruptcy Court for the Southern
District of New York:

   Entity                        Case No.       Petition Date
   ------                        --------       -------------
Chembulk New York Pte Ltd        12-11007         03/13/2012
Chembulk Barcelona Pte Ltd       12-11009         03/13/2012
Chembulk Gibraltar Pte Ltd       12-11010         03/13/2012
Chembulk Hong Kong Pte Ltd       12-11011         03/13/2012
Chembulk Houston Pte Ltd         12-11012         03/13/2012
Chembulk Kobe Pte Ltd            12-11013         03/13/2012
Chembulk New Orleans Pte Ltd     12-11014         03/13/2012
Chembulk Savannah Pte Ltd        12-11015         03/13/2012
Chembulk Shanghai Pte Ltd        12-11016         03/13/2012
Chembulk Ulsan Pte Ltd           12-11017         03/13/2012
Chembulk Virgin Gorda Pte Ltd    12-11018         03/13/2012
Chembulk Yokohama Pte Ltd        12-11019         03/13/2012
PT Berlian Laju Tanker Tbk       12-14874         12/13/2012
(same debtor)


PULMONARY DISEASE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pulmonary Disease and Critical Care Associates, P.A.
        10710 Charter Drive, Suite 310
        Columbia, MD 21044

Bankruptcy Case No.: 13-14974

Chapter 11 Petition Date: March 22, 2013

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Aryeh E. Stein, Esq.
                  MERIDIAN LAW, LLC
                  600 Reisterstown Road, Suite 700
                  Baltimore, MD 21208
                  Tel: (443) 326-6011
                  E-mail: astein@meridianlawfirm.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mdb13-14974.pdf

The petition was signed by David O. Nyanjom, president.


PVL-HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: PVL-Holdings, LLC
        3455 Cliff Shadows Parkway, Suite 220
        Las Vegas, NV 89129

Bankruptcy Case No.: 13-12464

Chapter 11 Petition Date: March 26, 2013

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: Matthew L. Johnson, Esq.
                  MATTHEW L. JOHNSON & ASSOCIATES, P.C.
                  8831 W. Sahara Avenue
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  E-mail: annabelle@mjohnsonlaw.com

Scheduled Assets: $12,575,000

Scheduled Liabilities: $12,570,300

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Thomas J. DeVore, COO of LEHM, LLC, its
manager.

Affiliates that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
B-NGAE1, LLC                          12-17954            07/06/12
B-PWR, LLC                            12-13827            03/30/12


R&K FABRICATING: Court Trims Tokio Marine Claims Against Goza
-------------------------------------------------------------
Bankruptcy Judge Marvin Isgur granted, in part, and denied, in
part cross-defendant Louis F. "Bud" Goza's Motion to Dismiss
cross-plaintiff Tokio Marine & Nichido Fire Insurance's First
Amended Cross-Claim.

Tokio asserts causes of action against Goza for (1) fraud; (2)
negligence, negligent misrepresentation & gross negligence; (3)
conversion; (4) violations of Texas Theft Liability Act; (5)
conspiracy to defraud; and (6) tortious interference with
contract.

According to Judge Isgur, Tokio's fraud claim against Goza should
be dismissed in part.  Tokio has not pled sufficient facts to show
that Goza participated in the filing of the allegedly fraudulent
insurance claim.  Tokio has however pled sufficient facts to show
that Goza knew of the fraudulent claim shortly after its filing
and failed to remedy the fraud.  The conspiracy to defraud claim
will not be dismissed, for the same reason.  The remainder of
Tokio's claims against Goza should be dismissed for failure to
state a claim, said Judge Isgur.

The dispute concerns a proof of claim filed in R&K Fabricating,
Inc.'s chapter 11 bankruptcy case.  The proof of claim is based on
a default judgment that Tokio obtained against R&K in a state
court action in the amount of $311,345.  The default judgment
relates to six forklifts that were claimed to be damaged while in
R&K's possession during Hurricane Ike.  The Trustee alleges that
the default judgment is based on a fraudulent claim filed by
Universal Forklift Supply, LLC, the company that leased the
Forklifts to R&K. The Trustee brought suit against UFS; its
principals Wyendell Steve Evans and Louis F. "Bud" Goza; and Tokio
seeking a declaratory judgment that (1) the judgment lien held by
Tokio and UFS was an avoidable preference under 11 U.S.C. Sec.
547; (2) the disallowance of Tokio and UFS' claims against the
estate; and (3) a breach of contract and fraud judgment against
UFS, Evans and Goza.

Tokio filed a cross-claim against UFS for breach of contract and
against UFS, Evans, and Goza for fraud.

The Court previously issued a Memorandum Opinion and Report and
Recommendation on Nov. 29, 2012, denying UFS and Evans' motions to
dismiss; and granting Goza's motions to dismiss for failure to
state a claim, subject to repleading.

In an Order issued on the same date, the Court recommended that
the District Court temporarily withdraw the reference in Adversary
Proceeding No. 12-03177.  Following withdrawal of the reference
the Court, among other things, recommended that the District Court
grant Tokio 21 days to amend its complaint against Goza.  The
Court also recommended that the District Court again refer the
Adversary Proceeding to the Bankruptcy Court until the Adversary
is ready for trial.  The District Court adopted the Nov. 29, 2012
Report and Recommendation on Jan. 3, 2013.

The case before Judge Isgur is captioned, MICHAEL J. DURRSCHMIDT
Plaintiff(s), v. FROST NATIONAL BANK, et al Defendant(s), Adv.
Proc. No. 12-03177 (Bankr. S.D. Tex.).  A copy of Judge Isgur's
March 27, 2013 Memorandum Opinion is available at
http://is.gd/hqf1KRfrom Leagle.com.

R&K Fabricating, Inc., manufactures frac tanks.  Ricardo Gonzalez
is the principal owner of R&K.  As a result of the 2008 financial
crisis, R&K began receiving cancellation notices on tank orders
and becoming delinquent on its accounts payable.  This led to R&K
filing a voluntary chapter 11 petition (Bankr. S.D. Tex. Case No.
10-33878) on May 5, 2010.  Mr. Gonzalez filed an individual case
(Case No. 10-33880) on the same day.

On March 25, 2011, an Agreed Motion to Appoint Trustee was filed
by the United States Trustee, and Michael Durrschmidt was named
the Chapter 11 Trustee on March 31, 2011.


RAINBOW LAND: Plan Confirmation Hearing Rescheduled to June 12
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has
rescheduled the confirmation hearing on Rainbow Land & Cattle
Company's amended Chapter 11 Plan to June 12, 2013, at 1:30 p.m.

The Bankruptcy Court approved the disclosure statement explaining
the Debtor's Chapter 11 Plan of Reorganization.  These dates were
previously set by the Court:

     Plan Objection Deadline       Feb. 22, 2013
     Replies to Plan Objections    March 1, 2013
     Voting Deadline               Feb. 22, 2013
     Ballot Summary                March 4, 2013
     Plan Confirmation Hearing     March 11, 2013

The Debtor intends to sell or refinance its property prior to the
expiration of a deferral period of three years.  Postpetition and
during the Deferral Period, interest, attorneys' fees and other
charges will continue to accrue on the Zions Bank and Heise Loans.

The Plan designates four classes of claims.  The Zions Bank
allowed secured claim (Class 1) in the amount of $1,319,909 and
the F. Heise Land & Livestock Company allowed secured claim (Class
2) of $809,092 will be paid in full in cash no later than the
conclusion of the Deferral Period.  Allowed unsecured claims
(Class 3) will be paid on or before the conclusion of the Deferral
Period.  Holders of membership interests (Class 4) will retain
their interests in the Reorganized Debtor, but will receive no
distribution until Classes 1 through 3 are paid in full.

A copy of the Amended Disclosures is available at:

          http://bankrupt.com/misc/rainbowland.doc93.pdf

                         About Rainbow Land

Rainbow Land & Cattle Company, LLC, is the owner of approximately
466 acres of undeveloped real property located in Caliente,
Nevada, and approximately 133 acre feet of water appurtenant to
the property.  The Property was financed by Zions First National
Bank at the time of the purchase.

Rainbow Land filed a Chapter 11 petition (Bankr. D. Nev. Case No.
12-14009) on April 4, 2012.  It scheduled $15.43 million in assets
and $2.50 million in liabilities.  The Debtor owns approximately
579.48 undeveloped acres of real property located in Caliente,
Nevada, along with 466.79 acre feet of water rights.  The Debtor
is owned by John Huston, 45.2381%; Jan J. Cole, 45.2381%; and
Clarence Burr, 9.52381%.

Judge Bruce A. Markell presides over the case.  The Law Offices of
Alan R. Smith serves as bankruptcy counsel.  The petition was
signed by John H. Huston, managing member.

Smith Larsen & Wixom represents Zions Bank as counsel.


READER'S DIGEST: General Claims Bar Date Set for May 6
------------------------------------------------------
Judge Robert D. Drain has set the general bar date for filing
claims against RDA Holding Co. and its affiliates at May 6,
2013 at 5:00 p.m. (Eastern Time).  In addition, the Governmental
Bar Date is set on August 16, 2013 at 5:00 p.m. (Eastern Time).

                     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 Prepetition Wages and Salaries
-------------------------------------------------------
The Bankruptcy Court has authorized RDA Holding Co. and its
affiliates to pay prepetition wages, salaries, and other
compensation and benefits; maintain employee benefits programs;
and pay of related administrative obligations.  The Court also
directs applicable banks and other financial institutions to
receive, process, honor, and pay all checks presented for payment
and to honor all fund transfer requests.

                     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 Continue Paying Insurance Obligations
----------------------------------------------------------
Judge Robert D. Drain has authorized RDA Holding Co. and its
affiliates to maintain their insurance policies in accordance with
practices and procedures that were in effect before the
commencement of the Debtors' chapter 11 cases.  The Debtors are
authorized to pay all Insurance Obligations, including Brokers'
Fees, arising under or relating to the Insurance Policies.

Judge Drain directs all banks and other financial institutions at
which the Debtors maintain their disbursement accounts are
authorized and directed at the Debtors' direction, to receive,
process, honor, and pay, to the extent of funds on deposit, any
and all checks drawn or electronic fund transfers requested or to
be requested by the Debtors in respect of the Insurance
Obligations.  The Debtors are authorized to issue new postpetition
checks, or effect new electronic fund transfers, on account of the
Insurance Obligations to replace any prepetition checks or
electronic fund transfer requests that may be lost or dishonored
or rejected as a result of the commencement of the Debtors'
chapter 11 cases.

                     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.


RESIDENTIAL CAPITAL: Says FRB Review a Bankruptcy "Claim"
---------------------------------------------------------
Residential Capital, in response to the objections raised by The
Board of Governors of the Federal Reserve System, Ally Financial,
Inc., and pro se creditor Frank Reed, maintain that their
obligation to conduct the independent foreclosure review is a
bankruptcy "claim" within the defined scope of Section 101(5)(B)
of the Bankruptcy Code as a result of the changed landscape in
their situation since the Petition Date.  The Debtors add that the
foreclosure review process represents the single greatest
administrative expense of their estates.  They estimate that the
process will cost $374 million.

"Because neither bankruptcy law nor the alleged purpose of the FRB
Foreclosure Review is advanced by the continued payment of
millions of dollars to professional consultants, the Court should
confirm the classification of the obligation now so that the
Debtors may end the immense cash drain on their estates," the
Debtors argue in court papers.

The Official Committee of Unsecured Creditors, meanwhile, stated
in court papers it supports the Debtors' motion and believes the
massive expenditure of estate resources on a process recognized to
be wasteful and not beneficial to borrowers should cease
immediately.

Both the Debtors and the Committee point out that ResCap no longer
own any operating business and thus no longer engage in mortgage
servicing, foreclosure or similar activities in which there might
be a legitimate public policy interest.  They also ask the Court
to overrule the objections and approve the motion.

      ResCap Should Negotiate Review Process, Court Says

Steven Church, writing for Bloomberg News, reported that during
the March 21 hearing on the Debtors' motion, Judge Martin Glenn
suggested that the Debtors should try to negotiate a new
foreclosure-review process with federal regulators before seeking
a bankruptcy court order to halt the existing program.

According to the Bloomberg report, Judge Glenn told ResCap that he
won't rule immediately on the request to halt the review, which
may yield $35 million to $60 million to homeowners who have been
harmed.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: Court Okays Claim Objection Procedures
-----------------------------------------------------------
The Bankruptcy Court authorized Residential Capital LLC and its
affiliates to establish procedures for claims objection, borrower
claims, claims settlement, and for amending their schedules of
assets and liabilities in order for to expedite the process of
reconciling more than 6,400 filed claims and more than 1,000
scheduled claims, and reduce their administrative burden imposed
on the Court and their estates.

The Court also permitted the Debtors to establish procedures for
the management and administration of adversary proceedings that
have been filed or will be filed in the Chapter 11 cases by third
party borrowers and former borrowers related to current or former
residential mortgage loans.  The proposed AP Procedures establish
mechanisms for the efficient intake and review of the AP Actions,
to be followed by an informal meeting with the AP Plaintiffs and a
pre-trial status conference before the Court, all to take place
before any of the parties to the AP Action are required to devote
time and resources to litigation.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: FTI Rollover Period Extended to Dec. 31
------------------------------------------------------------
Residential Capital LLC and its affiliates filed a Third Addendum
to their engagement letter with FTI Consulting, Inc., to provide
that the "Rollover Period" as defined in the engagement agreement
will be extended from March 31, 2013, through and including
December 31, 2013, subject to (i) further extension upon the
written consent of the Official Committee of Unsecured Creditors.

Residential Capital previously obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
FTI Consulting Inc. as its financial adviser.

The Rollover Provision refers to fees FTI is entitled to that are
in excess of the previous monthly caps.  The period during which
the Rollover Provision is applicable is currently scheduled to
expire on March 31, 2013.

The Debtors believe that extension of the expiry date of the
Rollover Provision is appropriate because, due to a change in
circumstances, FTI has been required to expend time greater than
was anticipated over periods different than projected at the
outset of the Debtors' Chapter 11 cases.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: April 11 Hearing on Hudson, PwC & Pepper
-------------------------------------------------------------
The Bankruptcy Court entered a fourth interim order authorizing
the Debtors to compensate PricewaterhouseCoopers LLP for services
it rendered in connection with the FRB foreclosure review.  A
final hearing on the Debtors' motion to compensate PwC is set for
April 11, 2013.

The Court entered a third interim order authorizing the Debtors to
employ Hudson Cook, LLP, as their special counsel.  A final
hearing on the employment application is scheduled for April 11,
2013.

The Court entered a fourth interim order authorizing the Debtors
to employ Pepper Hamilton LLP as special foreclosure review
counsel.  A final hearing to consider the employment application
is set for April 11, 2013.

As reported in the Oct. 2 edition of the TCR, the Official
Committee of Unsecured Creditors opposed the Debtors' request
to pay $250 million in fees to PricewaterhouseCoopers for mortgage
foreclosure review services raises serious questions regarding the
best interests of the estates, not the least of which is why the
Debtors -- or federal regulators, for that matter -- should prefer
to continue these vast expenditures rather than to devise a more
streamlined method to redirect more money to pay borrowers.

The Creditors Committee has agreed for GMAC Mortgage LLC to pay
PwC, and two other firms during the 90 days following entry of
interim orders.

The TCR reported in September 2012 that in connection with the
agreement with Residential Capital, Ally Financial Inc. and Ally
Bank to develop and implement risk management and corporate
governance procedures in order to ensure prospective compliance
with applicable foreclosure-related regulations and laws, Debtor
GMAC Mortgage LLC agreed to pay for an extensive, independent file
review regarding certain residential foreclosure actions and
foreclosure sales prosecuted by the Debtors.

Pepper Hamilton partner Gary Apfel, Esq., began representing
Debtor GMAC Mortgage, LLC, and Ally Financial Inc. in connection
with the Foreclosure Review in October 2011.  Since that time,
Mr. Apfel has been instrumental in providing legal advice and
assistance to the independent consultant with respect to the
bankruptcy workstream, the Debtors tell the Court.

Pursuant to the FRB Foreclosure Review requirement, the Debtors
hired PricewaterhouseCoopers, LLP, as independent consultant.
PwC has been tasked with (i) working to plan and develop
procedures for conducting the FRB Foreclosure Review; (ii)
identifying loan populations for review; (iii) monitoring a
borrower outreach complaint process; (iv) reviewing a sample of
more than 5,000 loan files, as well as more than 12,000 borrower
outreach complaints, for missing documentation or other issues;
and (v) developing a recommended remediation in the event that
PwC identifies errors.

Hudson Cook began representing Debtor GMAC Mortgage, LLC, and Ally
Financial in connection with a review of foreclosure and loan
files in June 2011, focusing on four operational Foreclosure
Review "workstreams."  Since that time, Hudson Cook has been
instrumental in providing legal advice and assistance to
PricewaterhouseCoopers LLP with respect to the Foreclosure Review,
the Debtors tell the Court.  In the course of that work, the
Debtors note, Hudson Cook has developed significant familiarity
with the issues specific to the Foreclosure Review.

The Debtors agreed to pay PwC according to the firm's hourly
rates:

      Partner                            $630
      Managing Director                  $610
      Senior Manager/Director            $470
      Manager                            $370
      Senior Associate                   $300
      Associate                          $235

The Debtors estimated that the cost of the FRB Foreclosure Review
could reach approximately $180 million, although based on
subsequent events, it has become apparent that the costs of
compliance with the FRB Foreclosure Review could increase well
above that amount, perhaps reaching $250 million.

The Debtors have sought the Court's authority to employ Hudson
Cook, nunc pro tunc to May 14, 2012, for the firm to continue its
Foreclosure Review services.  Hudson Cook is providing legal
assistance in connection with PwC's review of loan files.  Hudson
Cook will be paid a monthly pay of the greater of $50,000 and the
dollar value of the time billed at the firm's rates.

Hudson Cook's hourly rates range from $400 to $665 for partners;
$240 to $375 for associates; and $185 to $230 for legal
assistants.  The firm will also be reimbursed for any out-of-
pocket expenses it incurs.

Pepper Hamilton will work with PwC to continue developing and
refining the processes for the Foreclosure Review, and provide
legal advice and assistance to PwC in connection with bankruptcy
issues related to the Foreclosure Review.  Pepper Hamilton will
be paid according to its hourly rates of $675 to $850 for
partners, $235 to $500 for associates, and $210 to $220 for
paraprofessionals.  Pepper Hamilton will also be reimbursed for
any out-of-pocket expenses it incurs.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: 2 RMBS Suits Remanded to State Court
---------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York issued two separate orders on March 20
remanding to state courts two lawsuits filed by purchasers of
residential mortgage-backed securities issued and sold by Deutsche
Bank AG, Deutsche Bank Securities, Inc., ACE Securities Corp.,
Deutsche Alt-A Securities, Inc. and DB Structured Products, Inc.

Bayerische Landesbank, which purchased approximately $585 million
of Defendants' RMBS in 14 issuing trusts between 2006 and 2007,
and Sealink Funding, Ltd., which purchased approximately $960
million of Defendants' RMBS in nineteen issuing trusts between
2006 and 2007, allege in separate complaints that the Defendants
created, issued, and/or sold RMBS that they claimed were supported
by mortgages that complied with stated underwriting guidelines and
were prudent investments.  The Defendants allegedly knew the
mortgages violated these standards and that the RMBS were not
prudent investments.  According to the Complaint, the Defendants,
as the sponsors and underwriters of the RMBS, had exclusive access
to information about the quality of the mortgage pools, including
access to the loan files and the results of their own due
diligence.  In contrast, the Plaintiff alleges that it did not
have access to the loan files or due diligence results and
reasonably relied on the Defendants' representations regarding the
quality of the mortgage pools backing the RMBS.

The actions were originally filed in a New York state court.  In
November last year, the Defendants removed the actions to the U.S.
District Court for the Southern District of New York on the basis
that some of the trusts are "related to" the bankruptcy
proceedings of two groups of non-defendants: Residential Capital,
LLC, and its debtor affiliates acted as sponsor, depositor and/or
issuer for some of the securitization trusts; and American Home
Mortgage Holdings, Inc., originated and sold loans to Deutsche
Bank that were securitized in some of the nineteen trusts.

In their motion to remand, the Plaintiffs argue that the
Bankruptcy Court should remand the case to New York state court
for three reasons:

   (1) The Bankruptcy Court lacks "related to" subject matter
       jurisdiction under Sec. 1334(b) of Title 28 of the U.S.
       Code because (i) the mere filing of a proof of claim for
       indemnification does not create "related to" jurisdiction
       because a party cannot be indemnified for its own fraud;
       (ii) any effect of the Defendants' proofs of claim on the
       bankruptcy estate is speculative at best; (iii) none of
       the ResCap Debtors have sought to impact claims by third
       parties like the Plaintiffs against defendants that are
       not Debtors or affiliates; (iv) the actions cannot affect
       the AHM bankruptcy proceedings because a plan has already
       been confirmed; and (v) the Defendants' claims are
       contingent and unliquidated, and they will have to be
       either denied or reduced to a liquidated amount before
       there can be any effect on the bankruptcy estate.

   (2) Even if the Bankruptcy Court finds "related to"
       jurisdiction, mandatory abstention is required pursuant to
       Section 1334(c)(2) because each of the six factors in the
       applicable test are present in the cases.

   (3) Even if the Bankruptcy Court finds that "related-to"
       jurisdiction exists and mandatory abstention is not
       required, permissive abstention is warranted under Section
       1334(c)(1) for several reasons: (i) none of the Defendants
       are debtors in the bankruptcy proceeding; (ii) state law
       issues overwhelmingly predominate; (iii) nearly all of the
       Defendants have their primary place of business in New
       York; and (iv) the outcome of the actions will not have
       any effect on the administration of a bankruptcy
       proceeding.

Judge Glenn, in his rulings, concluded that the Bankruptcy Court
has "related to" jurisdiction over the actions but the cases
should nevertheless be remanded to state court based on permissive
abstention.

Judge Glenn explained that the outcome of the actions has a
"conceivable effect" on the ResCap Chapter 11 proceeding because
the ResCap Debtors may be obligated to indemnify the Defendants if
they are found liable in the case.  In addition, the ResCap
Debtors may also be obligated to pay a portion of the Defendants'
attorneys' fees in light of the proofs of claim timely filed by
the Defendants against the ResCap Debtors.

However, Judge Glenn said "not all cases properly removed to
federal court based on Section 1334(b) jurisdiction must remain in
federal court."  He opined that the cases should be litigated in
the New York Supreme Court, Commercial Division, in Manhattan
because that court is already handling similar cases.  In fact,
another Bankruptcy Court has remanded to the Commercial Division
several RMBS cases brought by the Plaintiffs.  The cases, he said,
can most efficiently be handled by the same judge in the same
court.

The cases are SEALINK FUNDING, LTD., Plaintiff, v. DEUTSCHE BANK
AG, et al., Defendants, Case No. 12-12020 (MG), Adv. Proc. No. 12-
02051 (MG)(S.D.N.Y.)., and BAYERISCHE LANDESBANK, Plaintiff,
v. DEUTSCHE BANK AG, et al., Defendants, Case No. 12-12020 (MG),
Adv. Proc. No. 12-01884 (MG)(S.D.N.Y.).

The Plaintiffs are represented by:

         David L. Wales, Esq.
         Rebecca E. Boon, Esq.
         Katherine A. Stefanou, Esq.
         BERNSTEIN LITOWITZ BERGER & GROSSMAN LLP
         1285 Avenue of the Americas
         New York, NY 10019
         Tel: 212-554-1400
         Fax: 212-554-1444
         E-mail: DWales@blbglaw.com
                 Rebecca.Boon@blbglaw.com
                 katherine.stefanou@blbglaw.com

The Defendants are represented by:

         David J. Woll, Esq.
         Isaac M. Rethy, Esq.
         SIMPSON THACHER & BARTLETT LLP
         425, Lexington Avenue
         New York, NY 10017
         Tel: 212-455-2000
         Fax: 212-455-2502
         E-mail: dwoll@stblaw.com
                jrethy@stblaw.com

              - and -

         Richard Owens, Esq.
         LATHAM & WATKINS LLP
         885 Third Avenue
         New York, NY 10022-4834
         Tel: 212-906-1396
         E-mail: richard.owens@lw.com

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


REVEL AC: Has Approval for Interim Loan With $20MM Fresh Cash
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Revel casino in Atlantic City, New Jersey,
commenced a prepackaged Chapter 11 reorganization on March 25 and
received interim approval of a loan from the U.S. Bankruptcy Judge
in Camden, New Jersey.  The interim loan, provided by some of the
existing lenders, includes $20 million in fresh cash. The entire
loan of $250 million will be up for approval at an April 18
hearing.  The loan is evenly divided between a revolving credit
and term loan. It includes the conversion of pre-bankruptcy debt
into a loan incurred during the Chapter 11 process.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

Already accepted by creditors, Revel's reorganization plan is
designed to reduce debt for borrowed money by 82 percent, from
$1.52 billion to $272 million. For a projected 19 percent
recovery, holders of an $896 million secured term loan are to
receive all the new equity. General unsecured creditors are to
be paid in full.


REVOLUTION DAIRY: Panel Balks at Cash Use, Critical Vendors' Claim
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Revolution Dairy, LLC, et al., last month conveyed
objections to the Debtors' motion for an order (i) authorizing use
of cash collateral from Feb. 16, 2013, to March 31, 2013; (ii)
authorizing payment of prepetition claims to certain critical
vendors; (iii) authorizing interim payments to accountants and
attorneys.

The Committee stated that, among other things:

   I. It is too early in the case to make any final decisions
regarding the perfection or enforceability of specific liens,
especially liens relating to the allegedly secured creditors
identified in the cash collateral motion.

  II. The Debtors have failed to establish that certain vendors
are "critical vendors."

III. The Debtors' request related to reclamation rights under
Section 546(c) is vague and ambiguous.

The Committee related that its counsel has not had the opportunity
to fully review underlying loan documents, analyze asserted liens,
determine perfection issues, and research other matters
potentially relevant to the cash collateral motion.  Accordingly,
in addition to the limited objections, the Committee expressly
reserves the right to assert additional objections to the cash
collateral motion and the relief reflected therein as new
information is discovered.

Rabo Agrifinance, Inc., the major secured creditor also objected
to the motion for use of cash derived from the sale of milk and
the sale of surplus cattle (cull cows and calves) and surplus
feed, by the dairies.  RAF recognizes and agrees that the Debtors
must use certain amounts of RAF's cash collateral for their
operations in order to keep the Debtors' dairy herds healthy and
producing milk.  However, the Debtors' other cash collateral
requests (such as paying so called "critical vendors" on account
of their prepetition claims and funding retainers for the Debtors'
counsel and counsel for the Committee) go beyond what is
authorized by the Bankruptcy Code, and must be denied.

RAF also notified the Court that it does not consent to the
Debtor's use of cash collateral absent acceptable cash collateral
agreement and adequate protection stipulation.

The Debtor, in its motion, requested for authorization to:

   a. use cash proceeds by dairy to pay expenses incurred by the

      Debtors postpetition in the ordinary course of business for
      the period Feb. 16, to March 31;

   b. pay certain prepetition claims to these critical vendors:

      1. IFA (feed);
      2. Judd Harward (hay);
      3. each of the farmers providing silage;
      3. Dr. Ekins (veterinary services);
      4. Jim Huggard (boiler plumber);
      5. Sandra Lister (secretary);
      6. G&L (propane provider);
      7. Verizon Wireless;
      8. Worker Compensation Fund; and

   c. waive formal notice under Section 546(c) from the Vendors
      who have provided feed inventory, livestock and fuel within
      45 days prior to the Petition Date and which was still in
      existence and in the possession of the Debtors as of the
      petition date.

According to the Debtor, Rabo enjoys an equity cushion of
approximately $3 million.  In addition, the cash collateral sought
to be used will produce additional milk proceeds in an amount more
than the cash collateral used.  A copy of the budget is available
for free at http://bankrupt.com/misc/REVOLUTIONDAIRY_cashcoll.pdf

Previously, the Hon. R. Kimball Mosier authorized the interim use
of cash collateral, granting of replacement liens for secured
creditors, partial payment of prepetition claim of Judd Harward
and provisional retainer deposits to proposed accountants.

The secured creditors consist of Rabo Agrifinance, Inc.;
Metropolitan Life Insurance Company; Delta cache, LLC; Cargill,
Inc.; and Intermountain Farmers Association.  As adequate
protection from any diminution value of the lender's collateral,
the Debtor will grant the secured creditors a replacement lien in
postpetition property acquired.  Additionally, in accordance to
the cash collateral budget, the Debtors were authorized to pay
$100,000 on account of the prepetition claim of Judd Harward.

The Debtors were also authorized to employ Genske, Mulder & Co.,
as accountants, the Debtors are authorized to fund an initial
postpetition retainer deposit of $3,000 per Debtor and, in
additional, a monthly retainer deposit of $3,000 per Debtor/month.

                      About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Prince, Yeates &
Geldzahler.  Highline Dairy is represented by Parsons Kinghorn &
Harris.  Robert and Judith Bliss are represented by Berry & Tripp.

The Debtors have sought joint administration of their cases.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors in the Chapter 11 case of Revolution Dairy
LLC, Highline Dairy, LLC; and Robert and Judith Bliss, dba Bliss
Dairy.


REVSTONE INDUSTRIES: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Affiliates of Revstone Industries LLC filed their schedules of
assets and liabilities with the Bankruptcy Court, disclosing:

   Company                                 Assets   Liabilities
   -------                                 ------   -----------
Greenwood Forgings, LLC               $17,810,867   $11,366,138
US Tool & Engineering, LLC             $1,071,250   $10,363,938

Lead debtor Revstone Industries disclosed $29,484,422 in assets
and $138,214,348 in liabilities in its own schedules.

Copies of the schedules are available for free at

    http://bankrupt.com/misc/RevstoneIndustries_SAL1.pdf
    http://bankrupt.com/misc/RevstoneIndustries_SAL2.pdf

A previous request by Greenwood Forging and US Tool & Engineering
faced an objection from the statutory committee of unsecured
creditors.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

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

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

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

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


RHYTHM & HUES: Court Approves Sale to Rival Prana Studios
---------------------------------------------------------
Ben Fritz, writing for The Wall Street Journal, reports that
Rhythm & Hues Studios Inc., has been acquired by 34x118 Holdings
Inc., an affiliate of competitor Prana Studios Inc., which emerged
the winner from a bankruptcy auction that ended late Thursday
night and was approved by a judge on Friday.

The winning bid, according to the report, included:

     * $1.2 million of cash,
     * assumption of the outstanding balance on
       debtor-in-possession financing of up to $17 million, and
     * certain other payment and debt obligations.

The report notes Houlihan Lokey Capital Inc., which managed the
sales process, received five bids by a deadline of March 22. Of
those, three were deemed "qualified bidders."  The other qualified
bidders included Brave Vision Investments Limited, which is
connected to Chinese-American film distributor China Lion Film
Distribution Inc. and visual effects firm Prime Focus, a unit of
India's Prime Focus Ltd.

The report says South Korean media firm JS Communications Co. was
named the stalking horse bidder in early March with an offer worth
$17 million. However, the company decided not to proceed, leaving
Rhythm & Hues without a floor for offers as the auction process
began Wednesday.

According to a Bloomberg News report last month, JS signed a
letter of intent to buy the business and pay off the bankruptcy
financing.  In addition, JS agreed to pay $1 million cash.
Together with other assets, R&H predicted that the sale would pay
$1.5 million of expenses in Chapter 11, $2.8 million in priority
claims, while leaving enough cash for a 5.8% recovery by unsecured
creditors.

The WSJ report notes Prana's winning bid also had to be approved
by Twentieth Century Fox, owned by News Corp., and Universal
Pictures, owned by Comcast Corp., the two studios that provided
DIP financing to Rhythm & Hues.

Prana, which has offices in Los Angeles and Mumbai, does visual
effects and animation work including the coming "Cars" spinoff
"Planes" for Walt Disney Co.

"While remaining a stand-alone company focusing on cutting-edge
visual effects and innovative technology, R&H will be complemented
by Prana's world-class long-form animation," Prana senior vice
president of visual effects Jeffrey A. Okun said in a statement,
according to WSJ.

                       About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.  Brian L.
Davidoff, Esq., C. John M Melissinos, Esq., and Claire E. Shin,
Esq., at Greenberg Glusker, serve as the Debtor's counsel.
Houlihan Lokey Capital Inc., serves as investment banker.

The petition was signed by John Patrick Hughes, president and CFO.

R&H provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H owned a 135,000 square-foot facility
in El Segundo, California, and had more than 460 employees.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.


RIVER-BLUFF ENTERPRISES: Court Dismisses Ch. 11 Case
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
dismissed and closed the Chapter 11 case of River?Bluff
Enterprises, Inc.

River-Bluff Enterprises, Inc., filed a Chapter 11 petition (Bankr.
E.D. Cal. Case No. 12-92017) in Modesto, Cal. on July 20,
2012.  The Debtor estimated assets of $10 million to $50 million
and liabilities of at least $1 million.  Judge Ronald H. Sargis
presides over the case.  David C. Johnston, Esq., at Johnston &
Johnston, serves as bankruptcy counsel.  The Debtor disclosed
$15,629,454 in assets and $10,081,740 in liabilities as of the
Chapter 11 filing.  The petition was signed by Roger Haney,
president.


ROVI CORP: Loan Repricing No Impact on Moody's 'Ba3' CFR
--------------------------------------------------------
Moody's Investors Service said Rovi Corporation's proposed
amendment to reduce pricing on US$540 million of existing senior
secured term loan B credit facility is modestly credit positive.

If successful, the company will realize approximately US$2 to US$5
million in annual interest expense savings. However, Rovi's Ba3
corporate family rating and the Ba2 ratings for its senior secured
credit facilities are not affected at the present time as the
anticipated savings are very small relative to Rovi's US$1.4
billion of outstanding debt and the company continues to face
challenges in offsetting the decline in its legacy analog video
protection business through growth in new product categories.

Headquartered in Santa Clara, California, Rovi Corporation
provides integrated solutions to media entertainment market.


SAND SPRING: Asks Court to Extend Plan Filing Until April 25
------------------------------------------------------------
Sand Spring Capital III, LLC, et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend the Debtors' excusive
periods to file a Chapter 11 plan and to solicit acceptances of
that plan through and including April 25, 2013, and June 25, 2013,
respectively.

On Nov. 15, 2012, the Court entered its fourth order extending the
Debtors' Exclusive Plan Filing Period to Feb. 28, 2013, and the
Debtors' Exclusive Solicitation Period to May 13, 2013.

The Debtors told the Court that since the entry of the Fourth
Extension Order, the Debtors and their advisors have continued to
work diligently toward a resolution of these cases.  According to
the Debtors, there have been numerous negotiations and discussions
with various parties in interest regarding a Chapter 11 plan that
can be supported by the Debtors' stakeholders.  The parties in
interest have received copies of Chapter 11 plan drafts, and the
Debtors continue to review and consider comments.  The Debtors
believe that it is imperative that they file a plan that is
confirmable to end the litigation and outrageous costs necessarily
caused thereby, and to deliver to investors the value that was
originally intended by the commencement of the cases.

The Debtors said that they continue to prepare for the hearing to
estimate the Debtors' alleged indemnification obligations to
Cantor Fitzgerald & Co., which litigation has exacerbated the
costs being born by the Debtors and their estates.  These
preparations include considerable discovery obligations,
significant pretrial issues, and extensive trial preparations.  In
the event that the Debtors' are unable to finalize a consensual
plan, the estimation of the Debtors' alleged indemnification
obligations may represent a considerable matter in the cases, and
the outcome of the estimation hearing may provide the Debtors with
additional information that could be necessary to confirm a plan.

Since the entry of the Fourth Extension Order, the Debtors have
also continued to focus on the administration of their estates.
The Debtors have, among other things: (i) continued to work to
maximize the value of their investment holdings, which efforts
have included analyses regarding the value and plan for certain of
the Debtors' non-Collybus investments; (ii) obtained court
approval of a second return of investor principal; (iii)
corresponded with their investors regarding the progress of the
cases; and (iv) conducted weekly teleconferences with and
forwarded information upon request to the Committee of Unsecured
Creditors and other parties in interest.

                        About Sand Spring

Nine funds advised by Commonwealth Advisors Inc. of Baton Rouge,
Louisiana, sought Chapter 11 protection on Oct. 25, 2011, after
failing to work out a reorganization plan acceptable to all
investors.  Lead Debtor is Sand Spring Capital III, LLC (Bankr. D.
Del. Case No. 11-13393).

Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor,
Wilmington, Delaware serves as counsel to the Debtors.  Epiq
Bankruptcy Solutions LLC serves as claims and notice agent.

The funds were formed from 2005 to 2007 under Walter Morales,
president and chief investment manager, and attracted 456
investors, according to filings in U.S. Bankruptcy Court in
Wilmington, Delaware.  Last year, investors filed class-action
and derivative suits alleging mismanagement, misrepresentation,
and breach of fiduciary duty.

According to Bloomberg News, the U.S. Securities and Exchange
Commission initiated a formal investigation in July 2009.  The
funds were unable or unwilling to satisfy investors' redemption
demands, which would have required liquidation of "their
holdings in an illiquid market and at depressed prices."

The funds, Commonwealth and Morales negotiated a prepackaged
Chapter 11 plan, which was accepted by all classes of creditors
except one.  Because third-party contributions required unanimous
approval, the funds said they filed in Chapter 11 so they could
have "further discussions with their investors with the oversight
of this court."


SCOTLAND-COLORADO: Bloomfield Awarded $115,460 in Fees
------------------------------------------------------
Bankruptcy Judge Thomas E. Carlson awarded the Bloomfield Law
Group, Inc., counsel to Scotland-Colorado, LLC, $115,460 for fees
and expenses incurred as counsel for the Debtor, over the
objections of Robert Howie and Brenda Hally, the sole members of
the Debtor.

Bloomfield seeks allowance of total fees and expenses in the
amount of $152,291.  That amount includes $86,716 in fees and
expenses awarded on Bloomfield's first interim fee application, of
which the Debtor has paid $61,432.  Bloomfield seeks an additional
$65,875 in fees and costs in its final fee application.

The Howies contend Bloomfield should be denied all fees.  They
contend that Bloomfield committed malpractice by giving the couple
bad advice as to how to save the Residence.  The Howies contend
that Bloomfield had an attorney-client relationship with them, as
well as with the LLC.  They contend they made known to Bloomfield
that their first priority was to save the Howies' residence.  They
contend that Bloomfield breached the standard of care in advising
them to transfer the Residence to the Debtor postpetition.  The
Howies also contend that the fee sought is unreasonably large in
light of the nature of the case and the results achieved.

Scotland-Colorado's principal assets consist of heavily encumbered
real property.  The Debtor filed a chapter 11 petition (Bankr.
N.D. Cal. Case No. 11-30246) on Jan. 23, 2011, to stop a
foreclosure on one of those properties.  The Debtor listed under
$10 million in both assets and debts.

Judge Thomas E. Carlson oversees the case.  Neil Jon Bloomfield,
Esq. -- njbloomfield@njblaw.com -- serves as the Debtor's counsel.
The petition was signed by Robert J. Howie, manager.

In its schedules, the Debtor listed these properties: (a) three
single-family rental homes in Colorado, each with equity of
$13,000 or less; (b) vacant land in Lodi, California valued at
$300,000 and subject to secured debt of $620,000; (c) a warehouse
in Oakland, California valued at $400,000 and subject to secured
debt of $887,000; and (d) an unspecified percentage interest in
the Howies' residence, which property was valued at $2 million and
subject to secured debt of $2.7 million. The junior encumbrances
on the Lodi and Oakland properties had been guaranteed by the
Howies.

Neither Debtor nor the Howies had sufficient income to pay full
debt service going forward on the Lodi property, the Oakland
property, or the Residence.  Robert Howie is an experienced trial
lawyer.  He participated actively with Bloomfield in developing a
strategy for saving the properties.

The basic approach they decided upon was to rely upon the
automatic stay to stop collection, and hope that the real estate
market would recover, that Robert Howie's income would increase,
and/or that lenders would renegotiate various loans on terms
favorable to the Debtor.

Bloomfield prepared four different reorganization plans, none of
which were confirmed.  The Debtor and the Howies were able to
resolve some of their financial difficulties without confirming a
plan.  They were able to keep the Colorado properties, none of
which had been seriously in default. They were also able to obtain
a release of the personal guarantee executed by the Howies, by
surrendering the Lodi and Oakland properties to the lender.  They
were not, however, able either to confirm a plan restructuring the
debt on the Residence or to reach an agreement with the senior
lender that would enable them to keep the Residence.  It is the
failure to save the Residence that is the source of the Howies'
dissatisfaction with Bloomfield.

"It is difficult to see how the Residence could ever have been
saved," according to Judge Carlson in last week's ruling.

At the time the Debtor filed its chapter 11 petition, the arrears
under the senior loan against the Residence were $88,000. Neither
the Debtor nor the Howies had sufficient income to make regular
debt-service payments going forward, let alone cure the large
arrearage.  Robert Howie hoped that the delay created by the
automatic stay would induce the senior lender voluntarily to
modify the loan and/or that the income from Robert Howie's law
practice would rise sufficiently to fund resumption of payments.
Neither happened.

Title to the Residence was in the name of the Howies at the time
the Debtor filed its chapter 11 petition.  It was Robert Howie who
suggested that the Debtor had an interest in the Residence.  He
told Bloomfield that part of the purchase price had been paid with
the Debtor's funds.  That the Debtor claimed an ownership interest
in the Residence meant that the Residence was protected by the
automatic stay without the Howies having to file bankruptcy
themselves. A one-half interest in the Residence was formally
conveyed to the Debtor post-petition.

According to Judge Carlson, the Debtor and the Howies would have
faced great obstacles in reinstating the loans on the Residence,
whether ownership was shared by the Howies and the Debtor, or
whether title was held by the Howies alone.  Chase (the holder of
the senior loan against the Residence) successfully objected to
confirmation of a plan proposing to restructure the senior debt on
two grounds: that the Debtor's plan could not modify the
obligations of non-debtors (the Howies); and that the plan was not
filed in good faith, because the Howies' postpetition transfer to
the Debtor was an inappropriate attempt to avoid the bar on
modification of debt secured only by their principal residence.

The Howies contend that they were harmed by Bloomfield failing to
warn them not to transfer the Residence to the Debtor.  But Judge
Carlson said the Howies would have been precluded by 11 U.S.C.
section 1123(b)(5) from modifying their obligation to Chase even
if they had retained full title to the Residence and filed their
own bankruptcy petition.  They would have been permitted to cure
the arrearage while they made regular payments going forward, but
they lacked sufficient income to do so.

A copy of Judge Carlson's March 28, 2013 Memorandum Decision is
available at http://is.gd/QTQqVefrom Leagle.com.


SEAGIRT EQUITIES: Case Summary & 10 Unsecured Creditors
-------------------------------------------------------
Debtor: Seagirt Equities, LLC
        5150 Overland Avenue
        Culver City, CA 90230

Bankruptcy Case No.: 13-17597

Chapter 11 Petition Date: March 22, 2013

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

Judge: Barry Russell

Debtors' Counsel: Jerome Bennett Friedman, Esq.
                  FRIEDMAN LAW GROUP, P.C.
                  1900 Avenue of the Stars, 11th Floor
                  Los Angeles, CA 90067-4409
                  Tel: (310) 552-8210
                  Fax: (310) 733-5442
                  E-mail: jfriedman@jbflawfirm.com

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

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

Affiliates that simultaneously filed for Chapter 11 protection:

        Debtor                          Case No.
        ------                          --------
Smith Street Realty, LLC                13-17596
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000
Smith Warren, LLC                       13-17599
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000
1870 Realty, LLC                        13-17600
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000
Executive Commercial Properties at      13-17601
Nostrand, LLC
Boneh Construction Corp.                13-17602
KFM Holdings Corp.                      13-17603

The petitions were signed by Renee Davis, president of JAM
Property Management, Inc., manager.

A. A copy of Smith Street Realty's list of its 19 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/cacb13-17596.pdf

B. A copy of Seagirt Equities' list of its 10 largest unsecured
creditors filed with the petition is available for free at
http://bankrupt.com/misc/cacb13-17597.pdf

C. A copy of Smith Warren's list of its 19 largest unsecured
creditors filed with the petition is available for free at
http://bankrupt.com/misc/cacb13-17599.pdf

D. A copy of 1870 Realty's list of its 11 largest unsecured
creditors filed with the petition is available for free at
http://bankrupt.com/misc/cacb13-17600.pdf


SELECT TREE: Creditors Have Until April 15 to File Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
established April 15, 2013, as the deadline for any individual or
entity to file proofs of claim against Select Tree Farms, Inc. The
Court also set May 15, 2013, as governmental units' bar date.

                     About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).  Ms. Schichtel suffered a stroke around
October 2012 and became comatose and was intubated.  She passed
away Nov. 14, 2012.

Judge Carl L. Bucki presides over the case.  William F. Savino,
Esq., and Beth Ann Bivona, Esq., at Damon Morey LLP, serve as the
Debtors' counsel.  NextPoint LLC serves as the Debtors' financial
advisor.

Garry M. Graber, Esq., and Steven W. Wells, Esq., at Hodgson Russ
LLP, represent Evans Bank, N.A., the primary secured creditor.


SINCLAIR BROADCAST: Offering $600MM Sr. Notes at 100% Par Value
---------------------------------------------------------------
Sinclair Broadcast Group, Inc.'s wholly-owned subsidiary, Sinclair
Television Group, Inc., is offering $600 million aggregate
principal amount of Senior Unsecured Notes.  The Notes are
expected to mature in 2021 and to be guaranteed by Sinclair and
certain of Sinclair's subsidiaries.  STG has priced the offering
at 100% of their par value and will bear interest at a rate of
5.375% per annum payable semi-annually on April 1 and October 1,
commencing Oct. 1, 2013.

The net proceeds from the private placement of Notes are intended
to pay down outstanding indebtedness under STG's bank credit
facility.  This private placement of Notes is conditioned on
customary closing conditions.

This private placement of Notes is expected to close on April 2,
2013, subject to customary closing conditions.

                   Credit Facility Refinancing

STG intends to refinance its existing bank credit facility via an
amendment and restatement to raise new term loan and revolving
commitments and to introduce increased operating flexibility into
the new bank credit facilities.

Sinclair is seeking $900 million of new term loans, which is
expected to consist of $500 million in new term A loans maturing
April 2018 and $400 million in new term B loans maturing April
2020.  In addition, Sinclair will seek to obtain a new $100
million revolving line of credit maturing April 2018.  The new
term loans, cash on hand or a draw under the new revolving line of
credit, are expected to be used refinance amounts outstanding
under the existing bank credit facility and to fund the previously
announced acquisitions of the Barrington Broadcasting Group and
certain of the Cox Media Group television stations, which
acquisitions are expected to close in the second quarter of 2013.
Due to timing related to the closing and funding of the
acquisitions, approximately $445 million of the new term loan
commitments are expected to be drawn on a delayed basis.  In
connection with this refinancing, Sinclair will seek to introduce
additional operating flexibility into the new bank credit
facilities, including, increased incremental loan capacity,
increased television station acquisition capacity and increased
flexibility under the negative covenants.

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company's balance sheet at Dec. 31, 2012, showed $2.72 billion
in total assets, $2.82 billion in total liabilities and a $100.05
million total deficit.

"Any insolvency or bankruptcy proceeding relating to Cunningham,
one of our LMA partners, would cause a default and potential
acceleration under the Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of our seven LMAs
with Cunningham, which would negatively affect our financial
condition and results of operations," the Company said in its
annual report for the period ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SMART TECHNOLOGIES: Moody's Withdraws 'Caa1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings on SMART
Technologies Inc. as the ratings were based on a proposed senior
secured notes offering that was cancelled on March 26. The
affected ratings consist of a Caa1 corporate family rating, Caa1-
PD probability of default rating, Caa1 senior secured notes
rating, and SGL-3 speculative-grade liquidity rating.

SMART Technologies Inc. is a leading global provider of
interactive displays (whiteboards, flat panels and projectors)
largely for the K-12 school market, but also for business use.
Revenue for the twelve months ended December 31, 2012 was $632
million, with about 63% generated in North America, 28% in Europe,
Middle East and Africa, and the remaining 9% from the rest of the
world. SMART is headquartered in Calgary, Alberta, Canada.


SMART ONLINE: Chief Financial Officer Resigns
---------------------------------------------
Thaddeus J. Shalek notified the Board of Directors of Smart
Online, Inc., of his resignation from his positions with the
Company, including as Chief Financial Officer, effective as of
April 1, 2013.  The Board accepted Mr. Shalek's resignation and
has not elected a new Chief Financial Officer to replace him at
this time.

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.

The Company's balance sheet at Sept. 30, 2012, showed $1.9 million
in total assets, $27.8 million in total liabilities, and a
stockholders' deficit of $25.9 million.

Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina,
expressed substantial doubt about Smart Online's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31 2011.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a working capital deficiency as of Dec. 31,
2011.


SMITH AUDIO: Court Declines IRS's Bid to Vacate Plan Order
----------------------------------------------------------
Bankruptcy Judge Janice Miller Karlin denied the request of the
United States of America, on behalf of the Internal Revenue
Service, to set aside the confirmation of Smith Audio Visual,
Inc.'s Chapter 11 plan.  According to the IRS, Smith Audio did not
properly serve a copy of its disclosure statement and plan on the
IRS, which prevented the IRS from timely objecting to the
treatment of its claims under the plan.  The IRS seeks to vacate
the Journal Entry of Confirmation entered on Aug. 15, 2012.

According to Judge Karlin, "In denying relief to the IRS, the
Court does not imply that the IRS acted with bad faith or
intentionally sat on its rights with respect to this claim.  The
Court is also not condoning Smith Audio's failure to comply with
the local rule requiring service at a particular address and
requiring notice to the United States Attorney.  Instead, the
Court is focused more squarely on the need for finality in the
Chapter 11 confirmation process, and on the concepts of due
process. IRS had clearly submitted itself to this Court's
jurisdiction with respect to its claim when it filed its proof of
claim, and was required to act accordingly.  Had the IRS timely
sought relief from the order confirming the plan and approving the
disclosure statement after being properly served with those
pleadings by the BNC at the very electronic address it selected --
rather than waiting well over two months to seek relief -- the
outcome of this matter may have been different.  This is
especially true given the fact that it was Smith Audio's failure
to follow the local rule and to serve pleadings at the address
requested in IRS' proof of claim that exacerbated the problem, and
given the apparent windfall that it may receive as a result.  As
it stands, however, the Court finds that the extraordinary relief
IRS seeks under [Fed.R.Bankr.P.] Rule 60(b) is not appropriate in
this case and denies the IRS' motion."

IRS filed a proof of claim, indicating that its total claim was
for $178,525.41 -- $153,641 was secured by property of Smith
Audio, $24,084.31 was entitled to priority treatment, and $799.96
was unsecured non-priority debt.  IRS later amended its proof of
claim on Sept. 25, 2012 -- more than a month after plan
confirmation -- to remove any secured claim and to assert that
$128,960 of the $178,525 debt was entitled to priority treatment,
with the remainder being a general unsecured claim.

Smith Audio filed its Chapter 11 plan on June 11, 2012.  The Court
confirmed the plan at a hearing held on Aug. 8, 2012.

In its plan, Smith Audio placed the IRS' unsecured priority claim
in Class 4, and indicated that it would be paid $24,084 together
with interest at the rate of 4.5%.  This amount is equal to the
amount of the priority claim asserted by the IRS in its initial
proof of claim.  The plan did not recognize a secured claim by the
IRS, treating the remainder of its claim as a general unsecured
claim under Class 9.  The plan provided that Class 9 creditors
would receive 50% of the amount of their claims, with no interest.

A copy of the Court's March 28, 2013 Memorandum Opinion and Order
is available at http://is.gd/QjokJofrom Leagle.com.

Smith Audio Visual, Inc., filed for Chapter 11 bankruptcy (Bankr.
D. Kan. Case No. 11-42026) on Dec. 16, 2011, listing under
$1 million in both assets and debts.  A copy of the petition is
available at http://bankrupt.com/misc/ksb11-42026.pdf Charles T.
Engel, Esq. -- chuck@engellawpa.com -- at Engel Law, P.A.


SOMERSET PROPERTIES: Gets 26th Interim Access to Cash Collateral
----------------------------------------------------------------
In February, the Hon. Stephani W. Humrickhouse of the U.S.
Bankruptcy Court for the Eastern District of North Carolina, in a
26th interim order, authorized Somerset Properties SPE, LLC's
continued access to $620,372 of cash collateral.  The Court also
ordered that the Debtor will segregate cash collateral and not
commingle any other funds with cash collateral in the DIP account.
A copy of the budget is available for free at
http://bankrupt.com/misc/SOMERSETPROPERTIES_cashcoll_order.pdf

As reported in the Troubled Company Reporter on June 26, 2012,
CSFB 2001-CP4 Bland Road, LLC, and CSFB 2001-CP4 Falls of Neuse,
LLC, claim to be the current holders of loans to Somerset, each in
the original principal amount of $15,500,000, and further claim
that the Loans are secured by liens on all of Somerset's assets.

CSFB 2001-CP4 Bland Road, LLC, and CSFB 2001-CP4 Falls of Neuse,
LLC, claim to be North Carolina limited liability companies
created for and owned by a securitized trust that purchased the
Loans from the original lender and to whom the Loans were
transferred and assigned by the Trust in anticipation of
foreclosure.

LNR Partners, LLC, is the "Special Servicer" of the Loans, and the
non-owner manager and representative of CSFB 2001-CP4 Bland Road,
LLC and CSFB 2001-CP4 Falls of Neuse, LLC.

Midland Loan Services, Inc., is the "Master Servicer" of the
Loans, asserts that it is not a manager or representative of CSFB
2001-CP4 Bland Road, LLC, and CSFB 2001-CP4 Falls of Neuse, LLC,
and asserts no interest in cash collateral.

The Debtor disputes the claims of the lenders and Midland.

Pursuant to the order, the lenders are granted liens in all of the
Debtor's postpetition leases, rents, royalties, issues, profits,
revenue, income, deposits, securities, and other benefits of the
Properties to the same extent, priority, and perfection as they
have in that collateral pre-petition.

                     About Somerset Properties

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six office buildings in Raleigh, North Carolina.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C.
Case No. 10-09210) on Nov. 8, 2010.  William P. Janvier, Esq., at
Janvier Law Firm, PLLC, in Raleigh, N.C., represents the Debtor as
bankruptcy counsel.  The law firm of Blanchard, Miller, Lewis &
Isley, P.A., in Raleigh, N.C., is the Debtor's special counsel.
The Company disclosed $36.50 million in assets and $28.83 million
in liabilities as of the Chapter 11 filing.


SOUTHERN FOREST: Case Dismissed Due to Failure to File Plan, MORs
-----------------------------------------------------------------
The Hon. William R. Sawyer of the U.S. Bankruptcy Court for the
Middle District of Alabama has dismissed Southern Forest Land,
Inc.'s Chapter 11 case.

Britt B. Griggs, attorney for the bankruptcy administrator for
this district, sought on Feb. 15, 2013, the dismissal of the
Debtor's case, alleging that the Debtor has not paid the quarterly
fees that have come due in this case.  The Debtor, said Mr.
Griggs, is delinquent for quarterly fees for the third and fourth
quarters of 2012.

The Debtor also failed to file:

      a. a plan of reorganization and a disclosure statement, even
         though they were due to be filed by Sept. 14, 2012. and

      b. monthly financial reports.  The last monthly operating
         report was for June 2012.

                    About Southern Forest Land

Troy, Alabama-based Southern Forest Land, Inc., filed for Chapter
11 bankruptcy (Bankr. M.D. Ala. Case No. 12-10464) on March 20,
2012, estimating $10 million to $50 million in both assets and
debts.

Judge William R. Sawyer presides over the case.  Collier H. Espy,
Jr., at Espy, Metcalf & Espy, P.C., serves as the Debtor's
counsel.  The petition was signed by Grable L. Ricks, III,
president.  The Debtor, in its amended schedules, disclosed
$13,320,669 in assets and $15,385,671 in liabilities.

The Bankruptcy Administrator for the Middle District of Alabama
said an official committee of unsecured creditors could not be
appointed in the case.


SRA INTERNATIONAL: Moody's Changes Outlook on B2 CFR to Negative
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of SRA
International, Inc. to Negative from Stable and concurrently
affirmed the B2 Corporate Family Rating. An initial Speculative
Grade Liquidity rating of SGL-3, denoting an adequate liquidity
profile, has been assigned.

Ratings affirmed:

Corporate Family, B2

Probability of Default, B2-PD

$100 million guaranteed first lien revolver due 2016, B1, LGD 3,
33%

$875 million guaranteed first lien term loan due 2018, B1, LGD 3,
33%

$400 million guaranteed senior unsecured notes due 2019, Caa1, LGD
5, to 85% from 86%

Ratings assigned:

Speculative Grade Liquidity, SGL-3

Rating Outlook:

To Negative from Stable

Ratings Rationale:

The rating outlook change to Negative reflects a more challenging
operating environment for federal and defense services contractors
as US fiscal austerity takes hold and procurement reforms heighten
competition. Despite reducing debt by $160 million (13%) since the
company's LBO of July 2011, credit metric gains have been minimal
because revenues and earnings have declined. At December 31, 2012
debt to EBITDA on a Moody's adjusted basis was high at 6.6x. On a
year-over-year basis over the first half of FYE 06/30/13, revenues
and EBITDA declined about 10% and 9%, respectively (Moody's
adjusted basis). Budgetary caps from sequestration will depress
revenue opportunities for defense services contractors this year
and next. The next-twelve-month free cash flow to debt ratio may
only attain the mid-single digit percentage level, which would be
low for a defense services issuer at the B2 CFR level.

The affirmation of the B2 CFR reflects SRA's wide bid pipeline,
demonstrated good cost control and expectation that free cash flow
generation will get put toward term loan reduction. President
Obama's recent signing of a defense appropriations bill for FY13
should loosen what had become a constrained procurement
environment as a result of the Continuing Resolution budget
authority that the federal government was operating under. SRA's
funded backlog level could, in turn, benefit. Although SRA
initially lost the re-competition of its largest contract (an
information technology services support contract with the FDIC
that represented 7% of H1-FY13 revenues) in October 2012, the
award was protested, the protest was upheld and the contract
competition has re-started. An outcome is expected within the next
two quarters and a win by SRA could also help moderate the
declining revenue trend.

The company's liquidity profile is adequate, as denoted by the
assignment of a Speculative Grade Liquidity rating of SGL-3. The
term loan matures in 2018 and there are no annual debt
amortizations scheduled. A free cash flow generative operating
position is expected near-term, and seasonal working capital needs
can probably be met through only light borrowings under the $100
million revolver. Covenant headroom under the first lien bank
credit facility is and should remain ample near-term. Adequate
liquidity affords SRA time to potentially build backlog, boost
earnings and make progress toward more supportive credit metrics.

The rating would likely be downgraded with debt to EBITDA
continuing close to 7x, free cash flow to debt at 5% or less, or
weakening liquidity. Stabilization of the rating would depend on
expectation of debt to EBITDA descending to below 6x, free cash
flow to debt approaching 10%, and continued liquidity profile
adequacy. Upward rating momentum, not currently anticipated, would
depend on expectation of debt to EBITDA descending to the 5x
level, with free cash flow approaching 15% and an improved
liquidity position.

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

SRA International, Inc. provides technology and consulting
services primarily to U.S. federal government organizations.
Revenues for the twelve months ended December 31, 2012 were $1.6
billion. The company underwent a leveraged buy-out in July 2011
led by financial sponsor Providence Equity Partners.


STANWICH FIN'L: Wagoner Rule Doesn't Bar Trustee's Suits
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Stefan R. Underhill in
Bridgeport, Connecticut, ruled on March 26 in reversing the
bankruptcy court that a 1991 case from the U.S. Court of Appeals
in New York known as Wagoner doesn't preclude a trustee from
bringing fraudulent transfer claims against third parties.

According to the report, the so-called Wagoner rule prohibits
anyone standing in the shoes of a company from bringing claims for
defrauding the company if management cooperated in the fraud. In
those situations, Wagoner said, the claims belong to creditors
individually and can't be asserted by a trustee or the company
itself.

The case before Judge Underhill involved a complaint asserting
claims against an investment bank and lawyers under Sections 544
and 548 of the U.S. Bankruptcy Code. The claims included
fraudulent transfer.  The bankruptcy court ruled that Wagoner
barred a trustee from bringing all claims against third parties
who participated in the fraud.

Judge Underhill disagreed.  He said that Wagoner precludes only
claims like aiding and abetting although it doesn't preclude pure
fraudulent transfer claims where Congress imbued trustees with the
right to assert those claims under Sections 544 and 548.

The case is Ivy Barnum & O'Mara LLC v. Bear Stearns & Co. Inc. (In
re Stanwich Financial Services Corp.), 11-cv-01838, U.S. District
Court, District of Connecticut (Bridgeport).

Stanwich Financial Services Corp., filed for chapter 11 protection
on June 25, 2001, in the U.S. Bankruptcy Court for the District of
Connecticut (Bankr. Case No. 01-50831).  Robert U. Sattin, Esq.,
at Reid and Riege, PC, in Hartford, represented the Debtor.  The
Committee, represented by Diedre A. Martini, Esq., and Pamela B.
Corrie, Esq., at Ivey Barnum & O'Mara, in Greenwich, commenced an
adversary proceeding (Adv. Pro. No. 02-05023) against a long list
of alleged recipients of fraudulent transfers on May 3, 2002.


STOCKTON, CA: To Have Decision by April 1 on Right to Bankruptcy
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge concluded the trial March 27
where Stockton, California, laid out a case proving its
eligibility for municipal bankruptcy in Chapter 9.  The judge said
he will issue his decision by April 1.

The judge will deal with several arguments lodged by creditors
opposing Stockton's right to remain in bankruptcy: Did the city
negotiate in good faith with creditors before bankruptcy, and did
the city manufacture insolvency by manipulating the budget and
taxes?

                       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.


T3 MOTION: Receives Extension for Listing on NYSE MKT
-----------------------------------------------------
T3 Motion, Inc., has received written notification regarding the
results of its appeal held on March 4, 2013, before the Panel of
the NYSE MKT, LLC, regarding the Company's compliance with the
continued listing standards of the Exchange.

After considering the Company's presentations, as well as prior
written submissions the Panel unanimously decided to defer further
action on the appeal.  The Panel concluded that it would test the
Company's representations over the next two months before making
its final decision.  As such, the Panel requested the Staff to
provide a report of the Company's operations through May 15, 2013.

While the Company did not dispute that it was financially impaired
when the staff first cited it for noncompliance with the continued
listing standards, the Company now contends that recently it has
attracted new equity capital and a new CEO, has reduced product
costs as well as operating expenses, obtained an agreement to
outsource manufacturing, arranged a factoring agreement and is
continuing to develop its dealer network.

Should the Staff's report conclude that the Company is no longer
financially impaired, this delisting proceeding will be dismissed.
Should the Staff's Report not so conclude, the Company will have
until the close of business on the second business day after the
Company receives the Staff's Report to submit to the Panel a
written response.  The Panel will then render its final decision
in writing.

                           About T3 Motion

Costa Mesa, Cal.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $2.81 million in total assets,
$4.48 million in total liabilities, and a $1.66 million total
stockholders' deficit.

                         Bankruptcy Warning

"Our principal capital requirements are to fund our working
capital requirements, invest in capital equipment, to make debt
service payments and the continued costs of public company filing
requirements.  We have historically funded our operations through
debt and equity financings, and the Company will require
additional debt or equity financing in the future to maintain
operations.  The Company cannot make any assurances that
additional financings will be completed on a timely basis, on
acceptable terms or at all.  If the Company is unable to complete
a debt or equity offering, or otherwise obtain sufficient
financing when and if needed, it would negatively impact our
business and operations, which could cause the price of our common
stock to decline.  It could also lead to the reduction or
suspension of our operations and ultimately force us to go out of
business.  Currently, the Company does not have sufficient cash to
pay its current obligations including but not limited to payroll
for its employees.  If the Company does not succeed in raising
additional outside capital in the short term, the Company will be
forced to seek strategic alternatives which could include
bankruptcy or reorganization," the Company said in its quarterly
report for the period ended Sept. 30, 2012.


TENET HEALTHCARE: Improving Finances Cue Moody's to Up CFR to B1
----------------------------------------------------------------
Moody's Investors Service upgraded Tenet Healthcare Corporation's
Corporate Family Rating to B1 from B2 and Probability of Default
Rating to B1-PD from B2-PD. Moody's also upgraded the ratings on
Tenet's senior secured debt to Ba3 (LGD 3, 38%) from B1 (LGD 3,
39) and senior unsecured debt to B3 (LGD 5, 86%) from Caa1 (LGD 5,
87%). The outlook for the ratings was revised to stable from
positive.

The upgrade of the rating reflects Moody's expectation of
improving free cash flow and modest reduction of leverage from
EBITDA growth. Moody's also expects that Tenet will remain
disciplined with respect to shareholder initiatives and the use of
additional leverage.

Following is a summary of Moody's rating actions.

6.25% senior secured notes due 2018, to Ba3 (LGD 3, 38%) from B1
(LGD 3, 39%)

8.875% senior secured notes due 2019, to Ba3 (LGD 3, 38%) from B1
(LGD 3, 39%)

4.75% senior secured notes due 2020, to Ba3 (LGD 3, 38%) from B1
(LGD 3, 39%)

4.5% senior secured notes due 2021, to Ba3 (LGD 3, 38%) from B1
(LGD 3, 39%)

9.875% senior notes due 2014, to B3 (LGD 5, 86%) from Caa1 (LGD 5,
87%)

9.25% senior notes due 2015, to B3 (LGD 5, 86%) from Caa1 (LGD 5,
87%)

6.75% senior notes due 2020, to B3 (LGD 5, 86%) from Caa1 (LGD 5,
87%)

8.0% senior notes due 2020, to B3 (LGD 5, 86%) from Caa1 (LGD 5,
87%)

6.875% senior notes due 2031, to B3 (LGD 5, 86%) from Caa1 (LGD 5,
87%)

Corporate Family Rating, to B1 from B2

Probability of Default Rating, to B1-PD from B2-PD

Ratings affirmed:

Speculative Grade Liquidity Rating, SGL-2

Ratings Rationale

Tenet's B1 Corporate Family Rating reflects Moody's expectation of
improvements in, but still modest, free cash flow. The rating also
incorporates Moody's expectation that the company will continue to
see improvements in operating performance, driven by cost savings
initiatives and benefits from capital investment. However, weak
volume trends and reimbursement pressures will continue to
challenge revenue growth in the near term.

The stable outlook reflects Moody's expectation that EBITDA will
continue to grow modestly despite challenges in the sector.
Leverage will likely improve slightly but remain high given
relatively low free cash flow and the lack of pre-payable debt in
the capital structure. Moody's expects the company to remain
active with respect to share repurchases but limit increases in
leverage to fund shareholder initiatives.

Given that it will be challenging to reduce leverage meaningfully
given many of the challenges facing the sector, Moody's does not
expect an upgrade of the rating in the near term. However, the
rating could be upgraded if the company is able to sustain
leverage approaching 4.0 times while improving free cash flow.

Moody's could downgrade the rating if a decline in operating
performance results in an expectation that debt to EBITDA will be
sustained above 5.0 times or if free cash flow, prior to
discretionary reinvestment in the business, is expected to be
negative. Furthermore, a significant debt financed acquisition or
shareholder initiative could result in a downgrade of the ratings.

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

Tenet, headquartered in Dallas, Texas, is one of the largest for-
profit hospital operators by revenues. At December 31, 2012 the
company's subsidiaries operated 49 hospitals as well as 117 free-
standing and provider-based outpatient centers. The company also
offers other services, including revenue cycle management, health
care information management and patient communications services.
Tenet generated revenue of approximately $9.1 billion for the
twelve months ended December 31, 2012 after considering the
provision for doubtful accounts.


TNP STRATEGIC: In Forbearance Talk with KeyBank National
--------------------------------------------------------
TNP Strategic Retail Trust, Inc., is actively negotiating a
forbearance agreement with KeyBank National Association with
respect to a revolving credit facility, dated Dec. 17, 2010, in
the maximum principal amount of $45,000,000.

TNP Strategic previously reported that it may not be in compliance
with certain provisions related to two of its secured loans: the
Revolving Credit Facility and the Loan Agreement, dated Nov. 9,
2012, with DOF IV REIT Holdings, LLC, representing a total
indebtedness of approximately $67.2 million under both loans.

"Although we can give no assurance as to our success in
negotiating a forbearance agreement with respect to the Revolving
Credit Facility, we expect such agreement will be finalized and
will involve an accelerated payment date and include more severe
restrictions on our ability to pay distributions until we have
repaid the amount owed under the facility."

With respect to the DOF Loan, the Company has received
correspondence from Torchlight acknowledging that certain
previously disclosed defaults have been cured.

The Revolving Credit Facility is secured by five properties and
the DOF Loan is secured by the Lahaina Gateway shopping center.

                        About TNP Strategic

TNP Strategic Retail Trust, Inc., was formed on Sept. 18, 2008, as
a Maryland corporation.  The Company believes it qualifies as a
real estate investment trust under the Internal Revenue Code of
1986, as amended, and has elected REIT status beginning with the
taxable year ended Dec. 31, 2009, the year in which the Company
began material operations.  The Company was initially capitalized
by the sale of 22,222 shares of common stock for $200,000 to
Thompson National Properties, LLC, on Oct. 16, 2008.

TNP Strategic's balance sheet at Sept. 30, 2012, showed $272.33
million in total assets, $197.98 million in total liabilities and
$74.34 million in total equity.

The Company reported a net loss of $11.63 million for the nine
months ended Sept. 30, 2012, compared with a net loss of
$4.39 million for the same period a year ago.


TW TELECOM: Moody's Affirms 'Ba3 Corp. Family Rating
----------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to the proposed
$100 million revolving credit facility due 2018 and $470 million
senior secured term loan B due 2020 to be issued by tw telecom
holdings inc., a wholly-owned subsidiary of tw telecom inc.
Moody's also affirmed TWTC's Ba3 Corporate Family Rating, Ba3-PD
Probability of Default Rating (PDR) and SGL-1 Speculative Grade
Liquidity Rating. The rating outlook is stable.

The new revolver will replace TWTH's existing $80 million revolver
scheduled to mature December 2014. Net proceeds from the new term
loan B will be used to retire the existing term loan B facility
maturing December 2016 (approximately $463 million outstanding).
Moody's views the refinancing transaction favorably due to the
extension of the debt maturity structure and comparatively lower
interest rate on the new credit facilities. The collateral package
and subsidiary and parent guarantees are expected to be
substantially similar to the existing credit facilities. The new
term loan B will have negative covenants that are expected to
mirror the covenants governing TWTH's $480 million 5.375% senior
notes due 2022 (the "2022 notes") issued in October 2012.

Moody's notes that TWTC's total debt to EBITDA, at 3.7x (Moody's
adjusted), was temporarily elevated as of December 2012 due to the
2022 notes issuance. Net proceeds from the 2022 notes, which were
included in TWTC's $974 million cash and marketable securities
balance at year end 2012, are expected to fund the conversion
obligation for the 2.375% senior convertible debentures due 2026
(approximately $374 million outstanding) to the extent holders
elect to convert the debentures when they become putable on April
1, 2013. If any portion of the convertible obligation has not
converted when it becomes callable on April 6, 2013 and debenture
holders elect to convert at that time, Moody's believes the
company has sufficient liquidity if TWTC elects to redeem the
obligation with cash. Consequently, Moody's expects financial
leverage to revert to the 3x level by year end 2013.

Ratings Assigned:

Issuer: tw telecom holdings inc.

$100 Million Senior Secured Revolving Credit Facility due April
2018 -- Baa3 (LGD-2, 14%)

$470 Million Senior Secured Term Loan B due April 2020 - Baa3
(LGD-2, 14%)

Ratings Affirmed:

Issuer: tw telecom inc.

Corporate Family Rating -- Ba3

Probability of Default -- Ba3-PD

Speculative Grade Liquidity - SGL-1

Issuer: tw telecom holdings inc.

$430 Million 8% Senior Unsecured Notes due March 2018 -- B1, LGD
assessment revised to (LGD-5, 70%)

$480 Million 5.375% Senior Unsecured Notes due October 2022 --
B1, LGD assessment revised to (LGD-5, 70%)

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's. Moody's will withdraw the Baa3
ratings on the existing senior secured credit facilities and B2
rating on the 2.375% senior convertible debentures once these
obligations are retired.

Ratings Rationale

TWTC's Ba3 Corporate Family Rating reflects the company's
successful track record of revenue growth, operational execution
and consistently low customer churn, while recognizing the
challenging position as a competitive telecommunications provider.
Moody's expects TWTC to operate at adjusted total debt to EBITDA
leverage in the range of 2.5x to 3.0x (incorporating Moody's
standard adjustments) over the next 12 to 24 months, with moderate
free cash flow generation, given that the business remains highly
capital intensive. Debt repayment is possible since roughly one-
third of the pro forma debt structure consists of an amortizing
pre-payable term loan. However, debt reduction will be limited by
TWTC's likely plans to direct free cash flow towards stock
purchases. As of December 2012, $278 million was available under
the existing $300 million share repurchase authorization.

Despite elevated levels of capital spending and relatively high
leverage, the company's strong operating performance driven by
consistent revenue growth in the enterprise customer and data and
internet services segments, and strong margins that stem from
TWTC's significant fiber infrastructure, are credit positives for
the ratings. TWTC's results reinforce its differentiated business
model that relies on its own purpose-built fiber-rich network with
direct connections to major customers, eliminating the need to
rely on incumbent carriers for a critical portion of its last mile
connections. TWTC continues to have success targeting medium-to-
large enterprise customers rather than small-to-medium sized
business (SMB) customers, and the company's stake is built on its
near-nationwide scalable operating platform interconnected across
75 markets in the US.

Rating Outlook

The stable rating outlook reflects Moody's expectation that EBITDA
growth and margins will contract somewhat in 2013 due to higher
operating and SG&A expenses as TWTC expands its sales, support and
technical staff to grow market share with new product offerings,
accelerate future revenue growth and offset lower growth trends
for service installations. Moody's also believes the company will
continue to effectively manage cash spending through cost
efficiency efforts and operating productivity improvements.

What Could Change the Rating - Up?

An upgrade is unlikely until Moody's believes the operating
pressure on competitive telecom providers will be alleviated over
a sustained period. However, upward rating pressure could develop
if earnings growth leads to stronger free cash flow generation
such that TWTC's free cash flow exceeds 10% of its total adjusted
debt, and the company's leverage, as measured by total debt to
EBITDA on a Moody's adjusted basis, is expected to be maintained
below 2.5x.

What Could Change the Rating - Down?

The rating and/or outlook is likely to come under pressure if
TWTC's operating performance deteriorates due to heightened price
competition, increasing revenue/customer churn, changes in the
regulatory environment or weakness in the US economy beyond
Moody's current expectations, such that EBITDA erodes, free cash
flow becomes negative or leverage cannot be maintained below 3.5x
total debt to EBITDA (Moody's adjusted). Additionally, if an
increase in stock repurchase activity depletes cash balances,
ratings could be pressured.

The principal methodology used in rating tw telecom inc. was the
Global Telecommunications Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

With head offices in Littleton, Colorado, tw telecom inc. is a
competitive communications provider. The company provides managed
network services, Internet access, virtual private network, voice
and data services, and network security to enterprise
organizations and communications services companies throughout the
US. TWTC's footprint extends to 75 of the top 100 markets in the
US. Revenue for the fiscal year ended December 31, 2012 totaled
approximately $1.47 billion.


TXU CORP: 2014 Loan Trades at 27% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 73.46 cents-on-the-dollar during the week
ended Friday, March 31, 2013, according to data compiled by
LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street
Journal.  This represents an increase of 0.60 percentage points
from the previous week, the Journal relates.  The loan matures on
October 10, 2014. The Company pays 350 basis points above LIBOR to
borrow under the facility.

                        About Energy Future

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

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

                           *     *     *

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

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

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


UNIVERSAL HEALTH: Sale May Collapse; Trustee Sought
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Universal Health Care Group Inc. was given
authority by the bankruptcy court in Tampa, Florida, on March 11
to sell five subsidiaries, the sale didn't occur fast enough
because two were taken over by state insurance regulators.

Earlier in March, barely four weeks after filing for Chapter 11
protection, the court authorized selling the insurance
subsidiaries for $33.3 million cash.  Before the sales could be
completed, Florida regulators took over the two subsidiaries
operating in that state.  The buyer, an affiliate of CarePoint
Insurance Co., exercised its right to terminate the acquisition of
the two subsidiaries, to which $18 million of the purchase price
had been allocated.

According to the report, an ad hoc group of shareholders has filed
papers asking the judge to revoke the sale of the other three
subsidiaries.  Now that the two Florida insurance companies have
been taken over, there is no longer an urgent need for selling the
other three.  The equity holders believe more-favorable terms can
be arranged if there is more time to market the three
subsidiaries.

The U.S. Trustee also has filed papers seeking appointment of a
Chapter 11 trustee or conversion of the case to liquidation in
Chapter 7.  He said there has been a "pattern of dishonesty or
gross mismanagement."  The bankruptcy watchdog for the Justice
Department said he uncovered transfers for the benefit of insiders
while the company was insolvent along with "increasing
compensation to insiders, while the company's illiquidity is
increasing."

                   About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


UTSTARCOM HOLDINGS: Effects One-for-Three Reverse Stock Split
-------------------------------------------------------------
UTStarcom Holdings Corp. announced official results of its
extraordinary meeting of shareholders, held on March 21, 2013, at
1:00 p.m. local time in Beijing, China.

1. The shareholders approved, effective as of 4:30 p.m. Eastern
   Standard Time on March 21, 2013, as an ordinary resolution, in
   accordance with Article 49 of the Company's Amended and
   Restated Memorandum and Articles of Association, that the
   authorized share capital of the Company be amended by the
   consolidation of the existing 750,000,000 Ordinary Shares of
   US$0.00125 par value each into 250,000,000 Ordinary Shares of
   US$0.00375 par value each, such that:

     (i) the authorized share capital of the Company is amended to
         US$943,750 divided into 250,000,000 Ordinary Shares of a
         par value of US$0.00375 each and 5,000,000 Preference
         Shares of a par value of US$0.00125 each;

    (ii) each existing issued 3 Ordinary Shares of US$0.00125 par
         value each be consolidated into 1 Ordinary Share of
         US$0.00375 par value each and the register of members of
         the Company be updated accordingly; and

   (iii) any fractions of a share that result from the
         consolidation be automatically repurchased by the Company
         at the Market Price of such fractions on the date of this
         Extraordinary Meeting.

2. The shareholders approved, effective as of 4:30 p.m. Eastern
   Standard Time on March 21, 2013, as a special resolution, that
   the Amended and Restated Memorandum and Articles of Association
   of the Company currently in effect be amended and restated by
   their deletion in their entirety and the substitution in their
   place of the Amended and Restated Memorandum and Articles of
   Association attached to the proxy statement previously
   distributed to shareholders.

On March 15, 2013, the Company received a formal notice from
NASDAQ that it was not in compliance with the listing requirements
due to the Company's Ordinary Shares closing below the $1.00 per
share minimum bid price for 30 consecutive business days.  The
Company has 180 days to regain compliance with the listing
standards.  To regain compliance, the closing bid price of the
Company's Ordinary Shares must be at least $1.00 per share for a
minimum of ten consecutive business days during the stated 180-day
period.

As a result of the meeting, the one-for-three reverse split of the
Company's Ordinary Shares became effective as of 4:30 Eastern
Standard time on March 21, 2013, with trading currently expected
to commence on the post-reverse split-adjusted basis on the NASDAQ
Global Select Market as of the opening of trading on Friday,
March 22, 2013.

The Company's Ordinary Shares will continue to be reported on the
NASDAQ Global Select Market under the symbol "UTSI," although
NASDAQ will add the letter "D" to the end of the trading symbol
for a period of 20 trading days to indicate that the reverse share
split has occurred.  The Company's Ordinary Shares will have a new
CUSIP number upon the effectiveness of the reverse share split.

Every three shares of the Company's issued and outstanding
Ordinary Shares, upon effectiveness of the reverse share split,
will convert automatically into one issued and outstanding share
of the Company's Ordinary Shares, subject to the elimination of
fractional shares, with an increase in the par value per share
from $0.00125 to $0.00375.  The reverse share split will affect
all issued and outstanding Ordinary Shares, as well as Ordinary
Shares underlying stock options, restricted stock units, and other
Ordinary Share-based equity grants outstanding immediately prior
to the effectiveness of the reverse share split.  The Company's
transfer agent will distribute to shareholders of record on
March 21, 2013, instructions regarding how to exchange
certificates representing the previously outstanding shares for
certificates representing the new issued shares.

No fractional shares will be issued in connection with the reverse
share split.  Shareholders who would otherwise hold a fractional
Ordinary Share will receive a cash payment in lieu of such
fractional share based on the closing price of the Ordinary Shares
on the NASDAQ Global Select Market on the trading day immediately
before the effective date of the reverse share split.

At 4:30 p.m., Eastern Standard time, on March 21, 2013, UTStarcom
Holdings Corp., effected a one-for-three reverse share split
whereby each existing issued three ordinary shares of UTStarcom
was consolidated into one ordinary share of UTStarcom.

UTS Holdings is authorized to issue 250,000,000 ordinary shares of
a nominal or par value of US$0.00375 each and 5,000,000 preference
shares of a nominal or par value of US$0.00125 each.

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $505.93
million in total assets, $279.29 million in total liabilities and
$226.64 million in total equity.


VANGUARD NATURAL: Moody's Upgrades CFR to 'B1'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded Vanguard Natural Resources,
LLC's Corporate Family Rating and Probability of Default Rating to
B1 and B1-PD from B2 and B2-PD, respectively. In a related action,
Moody's upgraded Vanguard's senior unsecured notes due 2020 to B3
from Caa1. The outlook is stable.

"Vanguard's upgrade to B1 reflects the increase in its
predominantly proved developed reserve base, and associated
expected increase in production in 2013," stated Arvinder Saluja,
Moody's Analyst. "Even though the acquisitions were initially
funded through revolver borrowings, the company has shown a
willingness to issue equity to reduce that indebtedness."

Ratings upgraded:

Issuer: Vanguard Natural Resources, LLC

Corporate Family Rating, B1 from B2

Probability of Default Rating, B1-PD from B2-PD

$550 million Senior Unsecured Notes, B3 (LGD5, 86%) form Caa1
(LGD5, 83%)

Ratings affirmed:

Speculative Grade Liquidity Rating, SGL-3

Ratings Rationale

Vanguard's B1 CFR reflects its scale, geographical diversity,
long-lived and predominately proved developed reserve base,
balanced exposure to oil and natural gas production, low
operational risk, and low F&D costs and capital expenditure
requirements. Furthermore, Vanguard's predictable production
profile and active hedging strategy provides for greater certainty
in balancing distributions consistent with its acquisitive, MLP
corporate finance model. The rating is, nevertheless, restrained
by its high leverage, and the risks inherent in its business model
which requires continuous high distributions and growth through
acquisitions funded with external financing.

The company completed three acquisitions in 2012 totaling $780
million, funded primarily through revolver borrowings, which added
roughly 89 mmboe of, mostly natural gas, proved reserves. In
February 2013, Vanguard announced an acquisition in the Permian
Basin from Range Resources for $275 million, and expects to close
the transaction by April 2013. This latest acquisition increases
proved reserves by 23 mmboe and immediate daily production by 2.9
mboe, 60% of which is liquids. The debt taken on from these
acquisitions increased Vanguard's leverage profile. However, as
demonstrated in the past, management is prone to issuing equity to
support its growth, most recently completing an equity offering in
February 2013 which brought in $246 million of cash.

Moody's estimates Vanguard's pro-forma leverage on production and
PD reserves, post-acquisition in the Permian, to be approximately
$65,000/boe and $9.5/boe respectively. Its leverage on production
is relatively high compared to other B1 peers; however, it is
counter-balanced by a stable and predictable production profile
that allows the company to hedge its forecasted production out
many years, with 95% of production hedged in 2013 and over 85% in
2014. Moody's notes that over 90% of gas production is hedged for
2015 and 2016 as well. Hedging provides stability of future cash
flows and allows for reinvestment, distributions, debt service and
capital raise requirements to be anticipated with more precision.

The B3 rating on the $550 million senior notes reflects both the
overall probability of default of Vanguard, to which Moody's
assigns a PDR of B1-PD, and a loss given default of LGD 5 (86%).
The company has a $1.5 billion senior secured revolving credit
facility with a borrowing base of $1.2 million. The senior notes
are unsecured and therefore subordinated to the senior secured
credit facility's potential priority claim to the company's
assets. The size of the potential senior secured claims relative
to the unsecured notes outstanding results in the senior notes
being notched two ratings below the B1 CFR under Moody's Loss
Given Default Methodology.

A further upgrade to Vanguard's ratings is currently unlikely.
However, Moody's could upgrade the ratings if scale increases with
average daily production of at least 60 mboe/d with a commensurate
increase in proved developed reserves. Moody's could downgrade the
ratings if leverage is expected to increase with debt / proved
developed reserves sustained above $12.00/boe beyond 2013, if
distribution coverage falls below 1.1x, or if Vanguard's business
risk profile deteriorates.

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

Vanguard Natural Resources, LLC is an independent exploration and
production company headquartered in Houston, Texas.


VERMILLION INC: Bruce Huebner Appointed as New Board Chairman
-------------------------------------------------------------
The Board of Directors of Vermillion, Inc., elected Bruce A.
Huebner to replace James S. Burns as Chairman of the Board,
effective March 18, 2013.  Mr. Huebner has been a member of the
Board since May 2011 and recently served as the Company's Interim
President and Chief Executive Officer.  Mr. Burns will continue to
serve as a member of the Board.

The Company and Mr. Huebner entered into a short term consulting
agreement for transition services dated as of March 18, 2013.
Pursuant to the terms of the Consulting Agreement, Mr. Huebner
will assist the Company as needed to aid in the integration and
transition of the Company's new President and Chief Executive
Officer.  Mr. Huebner will be paid $15,000 per month until the
Consulting Agreement expires or is terminated, prorated for
partial months.  For any services in excess of 40 hours per week
(on average) provided during a month, the Company will pay Mr.
Huebner at the rate of $250 per hour.  The Consulting Agreement,
which is cancelable upon notice by either party, has an initial
term of three months, after which it may be renewed for an
additional six month term by mutual agreement of the Company and
Mr. Huebner.  The Company currently has no other consulting
agreements with directors, officers or former directors and
officers of the Company.

On March 18, 2013, the Board granted Thomas McLain, the Company's
President and Chief Executive Officer, an option to purchase
400,000 shares of the Company's common stock, subject to approval
by the Company's stockholders of an increase in the number of
shares authorized under the Company's 2010 Stock Incentive Plan.
The options will vest in 48 equal monthly installments, with the
first installment vesting on April 1, 2013, provided that in the
event Mr. McLain is terminated "without cause" or "for good
reason" within 12 months following a "change of control", 100% of
any then-unvested shares under Company stock options then held by
Mr. McLain will vest upon the date of that termination.

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

                       http://is.gd/ldJ8Am

                         About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $8.63 million in total
assets, $3.96 million in total liabilities and $4.66 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


W.R. GRACE: Seeks Approval of 2013 Long-Term Incentive Plan
-----------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates ask Judge Judith
Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware to approve a long-term incentive plan for employees.

The 2013 incentive plan consists of grants of options to purchase
W.R. Grace's common stock, and performance units that provide
opportunities to receive cash awards to be paid in early 2016, as
determined by the company's financial performance over the three
year period from January 1, 2013 until December 31, 2015.  The
incentive plan would cost $18.9 million, if targets are met.

W.R. Grace also asked for court approval to grant common stock to
its directors in accordance with an updated annual retainer plan
for directors.

Continuing the long-term incentive compensation strategy for the
2013 plan will allow W.R. Grace's management "to more effectively
and efficiently align the interests of eligible employees with
the interests of the debtors' shareholders," according to W.R.
Grace lawyer, Kathleen Makowski, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware.

A court hearing is scheduled for April 22.  Objections are due by
April 5.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Asks Court to Approve Settlement With Markel
--------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates asked the U.S.
Bankruptcy Court for the District of Delaware to approve a
settlement of claims with Markel International Insurance Co.
Limited.

The claims stem from a three-year excess liability insurance
policy that provided insurance coverage to W. R. Grace.  Markel's
remaining coverage obligation under the policy is $1.027 million.

Under the deal, Markel will make a lump sum payment of $914,201
to the company.  The settlement amount will be held by W.R. Grace
for the benefit of a trust created to pay asbestos-related
claims.  The agreement also includes a mutual release of all
claims between the companies under the insurance policy, according
to court filings.  A copy of the agreement can be accessed for
free at http://is.gd/3qcntt

A court hearing is scheduled for April 22.  Objections are due by
April 5.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Wins OK to Provide $50MM for Retirement Plans
---------------------------------------------------------
W.R. Grace & Co. received the green light to contribute about
$50 million this year to its retirement plans for U.S.-based
employees.

The 2013 contribution would yield as much as $18.5 million in
cash tax savings, and maintain the plan's funding levels at 90%,
according to court filings.

In 2011, W.R. Grace yielded about $56 million in cash tax savings
from its 245.6 million contribution.  Meanwhile, the company
yielded about $38 million in cash tax savings from its $109.3
million contribution in the first quarter of 2012.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


WENDY'S INTERNATIONAL: Moody's Rates $300MM Senior Term Loan 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Wendy's
International, Inc.'s proposed $300 million senior secured term
loan A. Moody's also affirmed Wendy's B2 Corporate Family Rating
and B2-PD Probability of Default Rating as well as its B1 senior
secured term loan B and revolver ratings and Caa1 senior unsecured
note ratings. The outlook is positive.

Ratings Rationale:

Proceeds from the proposed $300 million term loan A will be used
to partially refinance Wendy's term loan B facility. There will be
no additional material changes to the credit facility such as
covenants, maturities or various basket levels.

The B2 CFR reflects Wendy's relatively high leverage and
significant capital expenditure requirements to reimage
restaurants as well as our view that soft consumer spending, high
level of promotions and discounting by competitors and commodity
inflation will continue to pressure earnings. The ratings are
supported by Wendy's strong brand awareness, improved operating
metrics, the ultimate benefits from re-imaged restaurants,
meaningful scale and good liquidity.

The positive outlook reflects Moody's view that credit metrics
should gradually improve as the benefits from re-imaged
restaurants, new product offerings and initiatives, and a
continued focus on cost savings drive improved earnings despite
soft consumer spending and commodity inflation. The positive
outlook also reflects Moody's expectation that liquidity will
remain good and there is an evidenced progress towards refinancing
the company's unsecured notes due June 2014.

Ratings assigned are:

$300 million senior secured term loan A, due 2018 rated B1 (LGD 3,
39%)

Ratings affirmed and LGD point estimates adjusted are:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$1.125 billion senior secured term loan B, due 2019 at B1 (LGD 3,
39% from LGD 3, 40%)

$200 million revolving credit facility, due 2017 at B1 (LGD 3, 39%
from LGD 3, 40%)

$100 million 7% senior unsecured notes due 12/15/2025 at Caa1 (LGD
6, 92% from LGD 6, 91% )

$225 million 6.2% senior unsecured notes due 6/14/2014 at Caa1
(LGD 6, 92% from LGD 6, 91% )

The outlook is positive.

A ratings upgrade would require a sustained strengthening of debt
protection metrics. Specifically, debt to EBITDA below 4.75 times
and EBITA coverage of interest of above 1.75 times. A higher
rating would also require documented progress towards re-financing
its 6% $225 million unsecured notes due June 15, 2014, well in
advance of maturity while maintaining good liquidity.

Factors that could result in a stabilization of the outlook
include a decline in operating performance that results in a
sustained weakening of debt protection metrics or an inability to
successfully refinance the June 2016 notes well in advance of
maturity. Whereas, a downgrade could occur if debt to EBITDA
migrates toward 6.5 times or EBITA coverage of interest fell below
1.0 times on a sustained basis. A deterioration in liquidity for
any reason could also result in negative ratings pressure.

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

Wendy's International, LLC., a wholly owned subsidiary of The
Wendy's Company, Inc., owns, operates and franchises approximately
6,560 quick-service hamburger restaurants. Annual revenues are
approximately $2.5 billion.


WILCOX EMBARCEDERO: New Deal on Cash Use Required After Today
-------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California approved a stipulation extending
the term of Wilcox Embarcadero Associates, LLC's use of cash
collateral.

The order entered in January provides that the Debtor is
authorized to use the cash collateral of Wells Fargo Bank, N.A.,
provided that Wells is granted adequate protection on the terms
and conditions set forth in the agreement to extend term of
stipulation.  The Debtor's right to use cash collateral will
terminate on the earlier of (i) March 31, 2013, (ii) or an event
of default under the stipulation, (iii) or the date the
stipulation ceases to be in full force and effect for any reason.

The Debtor will continue to make payments on the Note in the sum
of $33,454 per month on the first day of each month.  Wells will
continue to receive monthly payments in the sum of $33,454 on the
first day of each month until there is a final order on use of
cash collateral, a plan of reorganization or another agreement
between the parties.

                  Stipulation with Owens Mortgage

The Debtor and secured creditor Owens Mortgage Investment Fund
entered into a stipulation authorizing the Debtor's use of cash
collateral, modifying automatic stay, granting postpetition liens
and granting adequate protection.

Pursuant to the stipulation, the Debtor's right to use cash
collateral will terminate on the earlier of (i) March 31, 2013,
(ii) or an event of default under the stipulation, (iii) or the
date the stipulation ceases to be in full force and effect for any
reason.

The Debtor will continue to make payments on the Note in the sum
of $7,000 per month on the first day of each month.

As reported in the Troubled Company Reporter on Jan. 22, 2013, the
Debtor related that on June 19, 2006, the Debtor executed a Fixed
Rate Note and Deed of Trust payable to Owens in the amount of
$2,640,000 secured by the Debtors sole real property asset located
at 1001 22nd Ave., Oakland, California; the Note was due and
payable on June 27, 2008.  The Owens Deed of Trust contains an
assignment of rents.  The Owens Deed of Trust is junior to a First
Deed of Trust issued to Greater Bay Bank, N.A. which is held by
Wells Fargo Bank, N.A.  The Note was subsequently modified,
extending the date on which it was due and payable to Feb. 1,
2012.  The current balance due on the Note, asserted by Owens as
of Oct. 31, 2012, is $3,297,570; the balance due on the Wells
Fargo Note, as of Nov. 6, 2012 is $5,813,258.

                     About Wilcox Embarcadero

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Cal. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

Steele, George, Schofield & Ramos LLP represents the Debtor in its
restructuring efforts.

In its schedules, The Debtor disclosed $10.2 million in assets and
under $8.6 million in liabilities.  The Debtor's property
secures an $8.55 million debt to Wells Fargo and Owens Mortgage
Investment Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan.  The Debtor is in negotiations with
a new lender to take out the lender, but needs more time to
accomplish this task.


Z TRIM HOLDINGS: Edward Smith Holds 77.5% Stake as of March 18
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Edward B. Smith, III, and his affiliates
disclosed that, as of March 18, 2013, they beneficially own
32,902,218 shares of common stock of Z Trim Holdings, Inc.,
representing 77.5% of the shares outstanding.  Mr. Smith
previously reported beneficial ownership of 32,338,079 common
shares or a 78.9% equity stake as of Dec. 7, 2012.  A copy of the
amended filing is available at http://is.gd/eAMpPo

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

M&K CPAs,PLLC, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern
following the 2011 financial results.  The independent auditors
noted that the Company had a working capital deficit and
reoccurring losses as of Dec. 31, 2011.

The Company reported a net loss of $6.94 million in 2011, compared
with a net loss of $10.91 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $4.41
million in total assets, $24.99 million in total liabilities,
$6.36 million in total commitment and contingencies, and a
$26.93 million total stockholders' deficit.


ZOGENIX INC: Board Approves $545,500 Cash Bonus for Executives
--------------------------------------------------------------
The Board of Directors of Zogenix, Inc., approved, effective as of
March 15, 2013, cash bonus payments for the 2012 fiscal year to be
paid to the Company's executive officers.  The Compensation
Committee of the Board previously approved those bonus payments,
subject to full Board approval.

Pursuant to the Company's Annual Incentive Plan, each Named
Executive Officer is eligible for a performance bonus based upon
the achievement of certain corporate performance goals approved by
the Board and, with respect to the Named Executive Officers other
than the Company's Chief Executive Officer, individual performance
objectives.  The bonuses to be paid to the Named Executive
Officers are:

         Name                           Bonus
         -------------------------     --------
         Roger L. Hawley               $178,399
         Stephen J. Farr, Ph.D.        $150,645
         Ann D. Rhoads                 $129,071
         Cynthia Y. Robinson, Ph.D.     $87,466

Pursuant to the Company's Annual Incentive Plan, each Named
Executive Officer is eligible for a performance bonus based upon
the achievement of certain corporate performance goals approved by
the Board and, with respect to the Named Executive Officers other
than the Company's Chief Executive Officer, individual performance
objectives.  Under the Plan, the target levels for executive
bonuses for the 2012 fiscal year were as follows: 50% of base
salary (100% of which was based on corporate goals) for Roger L.
Hawley, the Company's Chief Executive Officer; 45% of base salary
(80% of which was based on corporate goals and 20% of which was
based on individual performance) for each of Stephen J. Farr,
Ph.D., the Company's President, and Ann D. Rhoads, the Company's
Executive Vice President and Chief Financial Officer; and 35% of
base salary (60% of which was based on corporate goals and 40% of
which was based on individual performance) for Cynthia Y.
Robinson, Ph.D., the Company's Chief Development Officer.

In addition, the Board determined to not continue to designate a
Chief Operating Officer, effective as of March 15, 2013; however,
Dr. Farr, the former COO, will remain President.

The Board approved, effective as of March 15, 2013, an Amendment
and Restatement of the Plan, pursuant to which the weighting of
the portions of cash bonus payments that are based on corporate
performance goals and individual performance objectives were
changed for the Named Executive Officers other than the Company's
Chief Executive Officer, which remains 100% based on the
achievement of corporate goals.  The Amended Plan was previously
approved by the Compensation Committee, subject to full Board
approval.

The Company expects to adopt a similar annual incentive program
for future fiscal years, which will reward achievement at
specified levels of corporate and individual performance and will
contain target bonuses.

                        About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $80.68 million in total assets,
$66.21 million in total liabilities and $14.47 million in total
stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.


* North American Chemical Bonds Offer Weak Protections
------------------------------------------------------
Bonds issued by North American chemical companies have the weakest
covenant quality scores among 18 broad sectors of North American
non-financial companies, Moody's Investors Service says in a new
report. Chemical company bonds also have the weakest cash leakage,
risky investments and debt-incurrence provisions.

"Our review of 24 chemical bond deals in our High-Yield Covenant
Database revealed that they have weaker covenant protections than
most of the more than 700 other North American non-financial
company bonds in the database," says Vice President -- Senior
Credit Officer William Reed in "Protections for North American
Chemical Bonds Rank Among Weakest Measured."

The chemical bonds had an average Covenant Quality Score of 4.02
on Moody's five-point scale, Reed says, in which 5.0 represents
the weakest covenant protection and 1.0, the strongest. This
compares with an average of 3.41 for the larger set of 18 industry
sectors in Moody's North American non-financial company database.

In addition, out of the 18 broad sectors, the chemical bonds had
the weakest average scores for protection against restricted
payments, investments in risky assets, debt incurrence and change
of control. The weak scores were driven primarily by large,
quantifiable carve-outs that are higher than in other sectors. For
chemical bonds, the average restricted payments, permitted
investments and debt carve-outs as a percentage of total assets
were 18.3%, 12.4%, and 35.8 %, respectively, compared with
averages of 7.7%, 7.8%, and 24.6%, respectively, for the other
sectors.

Chemical bonds in the data base also offer very weak protection
against structural subordination and the ability to incur
additional liens. The chemical companies in Moody's sample scored
an average of 3.87 for structural subordination, compared with
2.75 for other types of non-financial companies, and 4.82 for
liens on unsecured bond deals, compared with 4.03.

The higher rated speculative grade issues from Ashland, GrafTech
International Ltd. and Methanex all used high-yield lite covenant
packages, in line with other North American issues. Those
companies have healthy Ba1-Ba3 long-term ratings. Their
traditional businesses have recently operated at cyclical peaks,
and their investors have not demanded strong protection against
rising leverage.

The one outlier is Huntsman International, which used a high-yield
lite package in its latest bond issue despite the bond being rated
B1 at issuance. Moody's notes, however, that Huntsman's long-term
Corporate Family Rating is Ba3, and that the company has robust
cash flow generation given current market conditions.

In addition, 42% of bonds with traditional high-yield packages
received very weak covenant scores of between 4.2 and 5.0,
compared with 14.5% for the larger group of North American bonds.
Bonds issued by Celanese Corporation and Rockwood Specialties
received two of the five weakest CQ scores for high-yield packages
in Moody's database but also have Corporate Family Ratings in the
Ba category.


* Moody's Notes Rising Biofuel Compliance Costs for U.S. Refiners
-----------------------------------------------------------------
A dramatic rise in the cost of complying with federal renewable
fuel requirements poses a headwind for the US refining and
marketing industry over the next two years and potentially beyond,
Moody's Investors Service says in a new report.

Prices are spiking for renewable identification numbers, or RINs,
which the US Environmental Protection Agency uses to track whether
fuel refiners, blenders and importers are meeting their renewable-
fuel volume obligations.

"US refining companies either amass RINs through their blending
efforts or buy them on the secondary market in order to meet their
annual renewable-fuel obligations," says Vice President -- Senior
Analyst Saulat Sultan in "US Refiners' Biofuel Compliance Costs
Spike, But Longer-Term Effects Appear Manageable."

"It isn't yet clear whether recent price increases reflect a
potential shortfall in RIN availability in 2014, or more
structural and permanent changes for the refining industry,"
Sultan says.

The impact of higher RIN prices will depend on a company's ability
to meet its RIN requirements internally, as well as the amount of
RINs it can carry over to 2014 and gasoline export opportunities,
Sultan says. Refiners carried over about 2.6 billion excess RINs
to 2013 from 2012, but the EPA expects a lower quantity to be
carried over to 2014.

"RIN purchasing costs can be sizable, even while refiners are
generally enjoying a period of strong profitability, such as they
are now," Sultan says. "Integrated refining and marketing
companies including Phillips 66, Marathon Petroleum and Northern
Tier Energy LLC are likely to be better positioned than sellers
that do not blend most of their gasoline, such as Valero Energy,
CVR Refining LLC and PBF Energy, or refiners with limited export
capabilities, such as HollyFrontier."

At the same time, increasing ethanol blending, which is used to
generate enough RINs to comply with federal regulations, raises
potential legal issues for refiners. This is because gasoline
demand is flat or declining and exceeding the 10% threshold (the
so-called "blend wall") could attract lawsuits from consumers
whose vehicle warranties prohibit using fuel with a higher
percentage.

Moody's does not believe that companies will raise the ethanol
content without some protection from the federal government,
however.

"We believe US refiners, blenders and importers will increasingly
rely on secondary-market RINs to meet their regulatory
obligations," Sultan says. "This will keep RIN prices high in the
near term due to limited supply, but over the longer term
companies likely will pass on higher compliance costs to
consumers."


* Moody's Issues New Report on Systemic Support for Bank Holdings
-----------------------------------------------------------------
Moody's new special comment titled, "Reassessing Systemic Support
in US Bank Ratings -- An Update and FAQs" revisits the Dodd-Frank
Act's Title II Orderly Liquidation Authority.

The OLA creates a legal structure for the FDIC to resolve troubled
systemically important US financial institutions. The challenges
that remain surrounding its successful implementation, however,
have to date led Moody's to maintain systemic rating uplift in its
credit assessments of eight US banking groups. The rating agency
expects to update its support assumptions for these banking groups
by the end of 2013.

The FDIC's proposed approach to implementing OLA is "single entry
receivership." Under this approach, the FDIC would impose losses
on bank holding company shareholders and creditors and use the
holding company's resources to recapitalize its systemically
important operating subsidiaries. "Although the FDIC has made
considerable progress in identifying the hurdles to resolving
these complex, interconnected institutions, challenges to
implementation remain," says David Fanger, a Moody's Senior Vice
President and co-author of the report.

In the report, Moody's discusses the four main challenges facing
the US bank regulators in implementing single entry receivership:
1) the need for cross-border regulatory coordination; 2) the
capital structure of these banks; 3) the complexity of these
firms' legal, funding, and operational structures; and 4) the high
degree of interconnectedness among these firms. "The FDIC's
biggest challenge is the need for increased international
regulatory cooperation," noted Fanger. "This is because these
systemically important banks operate in many parts of the world
under legal and regulatory frameworks that are outside the FDIC's
ability to control."

Recognizing the direction and progress the FDIC was making with
OLA and increasing the resolvability of these firms, in June 2012
Moody's assigned negative outlooks to the supported holding
company debt ratings (that benefit from up to two notches of
uplift) of the affected large banking groups while assigning
stable outlooks to the supported ratings of their operating banks
(that benefit from one to three notches of uplift). By year-end
2013 Moody's expects to update its support assumptions -- either
maintaining or lowering them -- for those eight systemically
important US banking groups.

The report also provides responses to frequent questions from
market participants, including a detailed diagram of the
resolution framework and a discussion of bail-in capacity for
systemically important US bank holding companies.


* January, February Record Six Defaults for $2.8 Billion
--------------------------------------------------------
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.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to Fitch, there were 32 defaults totaling
$20.5 billion for all of 2012.


* Social Security Has No Bearing on Good Faith of Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in San Francisco joined
sister appeals courts from New Orleans and Denver by ruling that
Social Security payments can't be taken into consideration in
deciding whether an individual's proposed Chapter 13 plan
satisfied the so-called good-faith test.  The case is Drummond v.
Welsh (In re Welsh), 12-60009, 9th U.S. Circuit Court of Appeals
(San Francisco).


* AlixPartners' John Dischner Named to T&W's People to Watch List
-----------------------------------------------------------------
AlixPartners, the global business-advisory firm, on March 27
officially congratulated John A. Dischner, a managing director in
the firm's Turnaround & Restructuring Services unit, for his being
named to Turnaround & Workout's "People to Watch-2013; Business
Professionals Making Their Mark" list.

Mr. Dischner, who joined AlixPartners in 1998, is an expert in
liquidity management, cost reduction, business-plan development
and asset sales.  In his time with the firm, he has held both
advisory and officer roles in a wide variety of large and middle-
market companies, including in the manufacturing, consumer-
products, environmental-services, telecommunications, real-estate,
homebuilding and financial-services industries.

Said Lisa Donahue, managing director at AlixPartners and co-lead
of the Turnaround & Restructuring Services unit: "AlixPartners
warmly congratulates John on this honor.  He is one of our best
and brightest, and he embodies our firm's unparalleled dedication
to client service and true results."

Recently, Mr. Dischner was chief financial officer for a leading
technology-product manufacturer, where he played a major role in
an out-of-court restructuring that reduced overhead by 30%, cut
inventory levels by 35% and eliminated unprofitable products.
Earlier in his career at AlixPartners, his engagements included:

-- Provo Craft and Novelty Inc., where, as CFO, his department's
work included the restatement of two years of financials, and the
development of a go-forward business plan;

-- Reddy Ice Holdings Inc., where, as senior vice president of
finance, he implemented a "fresh-start" accounting system and
developed a new internal-audit system;

-- General Growth Properties Inc., where, as financial advisor, he
was instrumental in a spinoff company, Howard Hughes Corp.,
involving more than $2 billion in assets;

-- Levitt & Sons Inc., where, as executive vice president of
restructuring, he was involved in all aspects of liquidity
management, bank negotiation and assets sales;

-- Refco Inc., where he led an international term in managing
cash, liquidity and the sale or wind-down of operations;

-- Parmalat USA Corp., where he helped manage all key aspects of
the company's restructuring, including liquidity management and
business-plan development;

-- Harnischfeger Inc., where he served as treasurer and managed
liquidity of a $1 billion division and was also involved in key
aspects of the acquisition of financing;

-- Safety-Kleen Corp., where he managed an accounts-receivable
process-improvement project and also played a key role in budget-
plan development and the acquisition of financing; and

-- USN Communications Inc., where he developed cash-forecasting
tools and assisted in key aspects of asset sales and the
transitioning of key finance functions to a buyer

Dischner, who lives in suburban Chicago, has an MBA from Carnegie
Mellon University and a bachelor's degree in economics from
Northwestern University.

                   About Turnarounds & Workouts

Turnarounds & Workouts
(http://www.strategicmgtpartners.com/twtop12.html#TW)analyzes the
industry and provides lists annually of the outstanding firms for
various constituencies working in the bankruptcy, corporate
renewal, investment, turnaround and restructuring industry.

                        About AlixPartners

AlixPartners, LLP -- http://www.alixpartners.com-- is a global
business-advisory firm offering comprehensive services in four
major areas: enterprise improvement, turnaround and restructuring,
financial-advisory services and information-management services.
Founded in 1981, the firm has offices around the world.


* Cadwalader Bags 2 IFLR Americas Financial Restructuring Awards
----------------------------------------------------------------
Cadwalader Wickersham and Taft LLP, a counselor to global
financial institutions and corporations, on March 27 disclosed
that the Firm was honored with two awards in both Deal and Team
categories at this year's IFLR Americas Awards Ceremony held at
the Essex House in New York City on March 21, 2013.  The awards
annually recognize firms involved in the most innovative and
successful transactions of the past year.

For the second year in a row, the Financial Services, Capital
Markets, and Financial Restructuring Groups were recognized for
their groundbreaking work and picked up awards for "Structured
Finance and Securitization Team of the Year" and "Restructuring
Deal of the Year."

Cadwalader's representation in the "Restructuring Deal of the
Year" was led by Washington-based partner Mark Ellenberg,
Financial Services partner Lary Stromfeld, and Litigation partner
Howard Hawkins, all of whom advised Morgan Stanley on the closeout
of its complex trading books with Lehman Brothers and affiliates.
Restructuring partner Peter Friedman, Litigation special counsel
Ellen Halstead, and Restructuring senior associate John H.
Thompson assisted in representing the financial services firm with
respect to $1.4 billion in claims related to the closeout and the
valuation of those losses.  The team led an ad hoc group of major
financial institutions in negotiating with the debtors for a novel
rules-based framework for the determination of derivatives claims
known as the "Derivatives Framework."

"This was a very complex and dynamic matter which required an
innovative and tailor-made approach for the client.  We are very
fortunate to have a long standing relationship with Morgan Stanley
and I would like to thank all involved for their hard work,"
remarked Mark Ellenberg.  "With a filing of this magnitude -- more
than six times larger than any previous in the U.S. -- it was
important to come up with new strategies given the historic
precedent of the liquidation.  Under the new 'framework,' our
clients' claims were eventually allowed in an amount exceeding 85
percent, which is among the highest percentages afforded to broker
dealers with claims against Lehman in relation to their trading
contract portfolios."

"These two awards are a tribute to the breadth of Cadwalader's
derivatives expertise, both in regard to creating financial
products in the new environment and resolving difficult issues
arising out of an extremely complex bankruptcy.  Our technical
expertise and our commercial awareness help our clients on all
points of the spectrum," commented Lary Stromfeld.

Litigation partner Howard Hawkins added, "Our litigation expertise
in building and presenting the evidentiary record for Morgan
Stanley's highly complex derivatives claim and its valuation
plainly contributed to the Morgan Stanley claim becoming the
lynchpin of the Lehman global derivatives claims settlement."

Financial Restructuring Co-head John Rapisardi stated, "We are
very pleased to continue our close relationship with Morgan
Stanley and I would like to congratulate our team members on this
well-deserved honor."

In addition to the "Structured Finance and Securitization Team of
the Year" award, the group was short-listed for the "Structured
Finance and Securitization Deal of the Year," which involved
advising UBS AG on the issuance of the Fisher Enhanced Big Cap
Growth Securities Structured Note and ETN valued at nearly $2
billion (notional) and $200 million for the ETN.  The deal was
cited by Bloomberg as the largest U.S. equity-linked structured
note in at least two years.  Financial Services partner Ray
Shirazi led the team which included Partners David Miller, Mark
Howe, Steven Lofchie and James Frazier and Special Counsels Brian
Foster, Shlomo Boehm and Daniel Mulcahy.

The Financial Services Group is led by Steven Lofchie and Richard
Schetman, the Capital Markets team is headed by Michael Gambro and
Patrick Quinn and the Restructuring Group is led by John Rapisardi
and George Davis.

"We are once again very pleased that the talented attorneys
working these transactions have been recognized for their
outstanding achievements by the IFLR," said Christopher White,
Cadwalader Chairman.  "With the assistance of colleagues from
other practice areas, such as Litigation, Financial Services,
Capital Markets and Financial Restructuring, our lawyers continue
to distinguish themselves as innovators working on the most
challenging problems faced by the most sophisticated clients in
the market today."

             About Cadwalader, Wickersham & Taft LLP

Established in 1792, Cadwalader, Wickersham & Taft LLP --
http://www.cadwalader.com-- is an international law firm, with
offices in New York, London, Charlotte, Washington, Houston,
Beijing, Hong Kong and Brussels. The firm offers legal expertise
in antitrust, banking, business fraud, corporate finance,
corporate governance, energy, environmental, financial
restructuring, healthcare, intellectual property, litigation,
mergers and acquisitions, private equity, private wealth, real
estate, regulation, securitization, structured finance, and tax.

                            About IFLR

IFLR is a magazine for in-house counsel and practitioners in the
financial markets, covering the innovations in areas such as
capital markets, banking, project finance, corporate governance,
bankruptcy, litigation, fund management, and M&A.  The
International Financial Law Review awards are based on research
from IFLR's journalists in consultation with private practice
lawyers, in-house counsel and financing specialists at investment
banks around the world.


* Hughes Watters Askanase Attorneys Named Texas Rising Stars
------------------------------------------------------------
Hughes Watters Askanase L.L.P. (HWA) attorneys Allison D. Byman,
Erica Hakimi and Simon R. Mayer have been recognized by Law &
Politics Magazine and Texas Monthly Magazine for the list of 2013
Texas Rising Stars.

Ms. Hakimi joined HWA in late February as Senior Counsel in the
Commercial Litigation Practice area.  She is on the list of 2013
Texas Rising Stars in the Employment Litigation category.
Ms. Byman and Mr. Mayer support the firm's Business Bankruptcy
Practice area, which is led by Wayne Kitchens, a co-managing
partner with HWA.  Both are on the 2013 list in the Bankruptcy &
Creditor/Debtor Rights category.

Rising Stars recognizes the state's top up-and-coming lawyers who
are 40 years old or younger, or who have been in practice for 10
years or less.  The survey from which Rising Stars are selected is
based on nominations, personal observation and attorney-led
research. This critical research process is so exclusive that no
more than 2.5 percent of the lawyers in the state are named to the
Texas Rising Stars list.

"Allison, Erica and Simon are talented and dedicated young
attorneys whom we are privileged to have as members of the HWA
legal team.  My fellow partners and I appreciate their
professionalism and their ongoing contributions to our firm and
our clients," commented Wayne Kitchens, co-managing partner of
HWA.

Ms. Byman was named one of the Texas Rising Stars (Bankruptcy &
Creditor/Debtor Rights) in 2010. She was appointed as a Chapter 7
Bankruptcy Trustee for the Southern District of Texas in April
2012 and joined HWA as an Of Counsel attorney in May 2012.

Ms. Byman earned a Bachelor of Arts degree in Political Science,
cum laude, from Texas A&M University in 2000 and a Doctor of
Jurisprudence degree from the University of Houston Law Center in
2003. She was admitted to the State Bar of Texas in 2003 and is
also admitted to practice in the United States Court of Appeals,
Fifth Circuit, and the U.S. District Courts of Texas for the
Northern, Southern, Eastern and Western Districts.

Ms. Hakimi has taken and defended more than 250 depositions during
her career and served as first chair in 10 jury trials, bench
trials and arbitrations.  She currently is a member of the State
Bar of Texas Labor and Employment Law Section.  Ms. Hakimi earned
a Bachelor of Science degree in psychology in 1998 form University
of Houston and a Doctor of Jurisprudence degree from South Texas
College of Law Center in 2001.  She was admitted to the United
States District Court for the Southern District of Texas in 2001
and was licensed to practice law in Texas in November 2001.

Ms. Hakimi started her legal career at Gregg M. Rosenberg &
Associates where she was named one of the Texas Rising Stars
(Employment Litigation) in 2004.  After serving as the founder and
principal of The Hakimi Law Firm in Houston for seven years, she
joined Epstein, Becker & Green P.C. as Of Counsel where she was
named as one of the Texas Rising Stars in 2012 (Employment
Litigation).

Mr. Mayer was named to the list of Texas Rising Stars in 2012.  He
joined the firm as an associate in 2007 after earning his Doctor
of Jurisprudence degree from South Texas College of Law and being
admitted to the State Bar of Texas.  He earned a Bachelor of Arts
degree in philosophy from Trinity University in 1998.  Mr. Mayer
is an active member of the Houston Bar Association.

Mr. Mayer was recognized in 2012 with a President's Award for
outstanding contributions as co-chair of the John J. Eikenburg Law
Week Fun Run Committee.  He is the president-elect of the Houston
Bar Association Bankruptcy Committee for 2012-2013 and the
president for 2013-2014. Mayer served as the treasurer for 2010-11
and vice president for 2011-12 for the Houston Association of
Young Bankruptcy Lawyers.

                  About Hughes Watters Askanase

For 35 years, Hughes Watters Askanase, L.L.P. --
http://www.hwa.com-- is a law firm that concentrates its practice
on representation of commercial and consumer lenders, including
banks and credit unions; business bankruptcy; business planning
and strategy; default servicing; real estate and finance;
commercial and consumer financial services litigation; and estate
planning and probate.


* BOND PRICING -- For Week From March 25 - 29
---------------------------------------------

  Company         Coupon    Maturity  Bid Price
  -------         ------    --------  ---------
AES EASTERN ENER     9.0    1/2/2017     1.75
AES EASTERN ENER     9.7    1/2/2029     4.13
AGY HOLDING COR     11.0  11/15/2014    51.06
AHERN RENTALS        9.3   8/15/2013    78.50
AIR-CALL04/13        1.8    2/1/2026    99.08
AIR-CALL04/13        1.8    2/1/2026    99.25
ALION SCIENCE       10.3    2/1/2015    60.00
ATP OIL & GAS       11.9    5/1/2015     6.88
ATP OIL & GAS       11.9    5/1/2015     6.88
ATP OIL & GAS       11.9    5/1/2015     7.25
BUFFALO THUNDER      9.4  12/15/2014    31.00
CENGAGE LEARN       12.0   6/30/2019    22.00
CENGAGE LEARNING    13.8   7/15/2015    20.38
CHAMPION ENTERPR     2.8   11/1/2037     0.50
DELTA AIR 1993A1     9.9   4/30/2049    21.75
DEX ONE CORP        14.0   1/29/2017    44.00
DOWNEY FINANCIAL     6.5    7/1/2014    63.00
DYN-RSTN/DNKM PT     7.7   11/8/2016     4.50
EASTMAN KODAK CO     7.0    4/1/2017    13.00
EASTMAN KODAK CO     7.3  11/15/2013    13.50
EASTMAN KODAK CO     9.2    6/1/2021    10.35
EASTMAN KODAK CO    10.0    7/1/2018    12.67
EDISON MISSION       7.5   6/15/2013    52.96
EDMC-CALL04/13       8.8    6/1/2014   100.00
ELEC DATA SYSTEM     3.9   7/15/2023    97.00
FAIRPOINT COMMUN    13.1    4/1/2018     1.00
FAIRPOINT COMMUN    13.1    4/1/2018     1.00
FAIRPOINT COMMUN    13.1    4/2/2018     0.92
FIBERTOWER CORP      9.0  11/15/2012     3.00
FIBERTOWER CORP      9.0    1/1/2016    12.00
FULL GOSPEL FAM      8.4   6/17/2031    10.07
GE-CALL04/13         6.1  10/15/2026   100.03
GEOKINETICS HLDG     9.8  12/15/2014    51.13
GEOKINETICS HLDG     9.8  12/15/2014    51.50
GLB AVTN HLDG IN    14.0   8/15/2013    21.00
GMX RESOURCES        4.5    5/1/2015    33.00
GMX RESOURCES        9.0    3/2/2018    20.25
HAWKER BEECHCRAF     8.5    4/1/2015     9.00
HAWKER BEECHCRAF     8.9    4/1/2015     1.25
JAMES RIVER COAL     3.1   3/15/2018    19.95
JAMES RIVER COAL     4.5   12/1/2015    33.00
LAS VEGAS MONO       5.5   7/15/2019    20.00
LBI MEDIA INC        8.5    8/1/2017    30.25
LEHMAN BROS HLDG     0.3  12/12/2013    23.50
LEHMAN BROS HLDG     0.3   1/26/2014    23.50
LEHMAN BROS HLDG     1.0  10/17/2013    23.50
LEHMAN BROS HLDG     1.0   3/29/2014    23.50
LEHMAN BROS HLDG     1.0   8/17/2014    23.50
LEHMAN BROS HLDG     1.0   8/17/2014    23.50
LEHMAN BROS HLDG     1.3    2/6/2014    23.50
LEHMAN BROS INC      7.5    8/1/2026    21.50
MASHANTUCKET PEQ     8.5  11/15/2015     7.50
MASHANTUCKET PEQ     8.5  11/15/2015     7.50
MASHANTUCKET TRB     5.9    9/1/2021     7.50
MF GLOBAL LTD        9.0   6/20/2038    73.50
OVERSEAS SHIPHLD     8.8   12/1/2013    77.59
PENSON WORLDWIDE    12.5   5/15/2017    24.38
PENSON WORLDWIDE    12.5   5/15/2017    41.50
PLATINUM ENERGY     14.3    3/1/2015    51.50
PLATINUM ENERGY     14.3    3/1/2015    51.50
PMI CAPITAL I        8.3    2/1/2027     0.63
PMI GROUP INC        6.0   9/15/2016    31.01
POWERWAVE TECH       1.9  11/15/2024     2.25
POWERWAVE TECH       1.9  11/15/2024     2.25
POWERWAVE TECH       3.9   10/1/2027     2.25
POWERWAVE TECH       3.9   10/1/2027     1.00
RESIDENTIAL CAP      6.9   6/30/2015    29.38
SAVIENT PHARMA       4.8    2/1/2018    27.00
SCHOOL SPECIALTY     3.8  11/30/2026    44.50
TERRESTAR NETWOR     6.5   6/15/2014    10.00
TEXAS COMP/TCEH     10.3   11/1/2015     8.79
TEXAS COMP/TCEH     10.3   11/1/2015    10.00
TEXAS COMP/TCEH     10.3   11/1/2015    10.25
TEXAS COMP/TCEH     10.5   11/1/2016    15.88
TEXAS COMP/TCEH     10.5   11/1/2016     9.00
TEXAS COMP/TCEH     15.0    4/1/2021    25.50
TEXAS COMP/TCEH     15.0    4/1/2021    27.58
THQ INC              5.0   8/15/2014    47.25
TL ACQUISITIONS     10.5   1/15/2015    17.13
TL ACQUISITIONS     10.5   1/15/2015    17.13
USEC INC             3.0   10/1/2014    32.00
VERSO PAPER         11.4    8/1/2016    58.73
WCI COMMUNITIES      4.0    8/5/2023     0.38
WCI COMMUNITIES      4.0    8/5/2023     0.38
WCI COMMUNITIES      6.6   3/15/2015     0.38


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***