TCR_Public/130402.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, April 2, 2013, Vol. 17, No. 90

                            Headlines

ADAMS PRODUCE: Denise King OK'd to Pursue State Court Remedies
AGRI-SOURCES: Ill. Appeals Court Affirms Stay of Foreclosure Suit
ALETHEIA RESEARCH: Stays in Ch. 11 But Case in Liquidation
AMBAC FINANCIAL: Incurs $259.3 Million Net Loss in 2012
ATKINS NUTRITIONAL: Funding Cuts Won't Impact Moody's B2 CFR

ATLATSA RESOURCES: Enters Into Revised Restructure Plan with Anglo
AURORA ENERGY: Ruling on Gas Royalty Dispute Affirmed
AWARE ENVIRONMENTAL: Case Summary & 20 Largest Unsecured Creditors
B&M LAND: Case Summary & 4 Unsecured Creditors
BAY LOGAN: Case Summary & 20 Largest Unsecured Creditors

BELLO TERRA: Case Summary & 3 Unsecured Creditors
BELLWEST HOLDINGS: Plan to Pay Secured Creditors Over Time
BIG SANDY: Wants Exclusive Plan Filing Period Extended to April 10
CBS I: Hearing on Plan Outline Continued April 10
CAPITOL BANCORP: Seeking Confirmation of Standby Plan

CAPMARK FINANCIAL: Fully Repaid $1.2BB Debt Issued at Emergence
CARMEL PARTNERS: Mannatt Successfully Defends Foreclosure Action
CENTRAL EUROPEAN: Failure to File 10-K Prompts Delisting Notice
CENTRAL EUROPEAN: Final Amendment to Conv. Notes Exchange Offer
CENTRAL EUROPEAN: Rejects Revised Proposal From Mark Kaufman

CENVEO CORP: S&P Assigns 'BB-' Rating to $360-Mil. Loan Due 2017
CERTENEJAS INCORPORADO: April 23 Hearing on Plan Confirmation
CHARLES STREET: Denies Post-Bankruptcy Mismanagement
COMMONWEALTH GROUP: Disclosure Statement Hearing Thursday
CUMULUS MEDIA: Hannan Assumes Principal Accounting Officer Role

CYPRESS OF TAMPA: Plan Mulls Giveback to CRH for Funding
DEMCO INC: Court Extends Exclusive Plan Filing Period Until Aug. 5
DIALOGIC INC: Incurs $37.7 Million Net Loss in 2012
DUNLAP OIL: Court Approves Disclosures; Plan Hearing on April 17
EAST END: 21 Water Wants Case Dismissal, Citing Bad Faith Filing

EL FARMER: Access to Banco Popular Cash Collateral Denied
ELPIDA MEMORY: Unsecured Creditors Appeal Micron-Backed Plan
EMISPHERE TECHNOLOGIES: Still in Default of MHR Convertible Notes
EXCEL MARITIME: In Advanced Restructuring Talks with Lenders
FIRST SECURITY: Stock to Transfer Trading to NASDAQ Capital

FRIENDSHIP DAIRIES: Disclosure Statement Hearing Set for April 11
FRONTIER COMMUNICATIONS: Fitch Rates $750MM Sr. Unsec. Debt 'BB+'
FRONTIER COMMUNICATIONS: S&P Rates $500MM Sr. Notes Due 2024 'BB-'
HANDY HARDWARE: Committee Taps PwC, Lowenstein & Rosner Firms
HANDY HARDWARE: Can Hire Haynes & Boone as Special Counsel

HAYDEL PROPERTIES: Court Denies Banks' Motion for Case Dismissal
HERITAGE CONSOLIDATED: Confirmation Hearing Continued to May 2
HILLTOP FARMS: Seeks Court Okay to Hire Frazer LLP as Accountant
HOMELAND ENERGY: Delays Filing of Financial Statements
HOSTESS BRANDS: Ch. 11 Buyers Must Consider Labor Violations

HUNTSMAN CORP: Moody's Changes Ratings Outlook to Positive
IMEDICOR INC: Incurs $4.6 Million Net Loss in Fiscal 2012
INNER CITY: Court Amends Deloitte's Work to Add 2012 Tax Returns
IN PLAY MEMBERSHIP: Case Summary & Largest Unsecured Creditor
INVESTORS CAPITAL: Disclosure Statement Hearing Set for April 25

JOURNAL REGISTER: Sale to Alden Global Affiliate Approved
JOURNAL REGISTER: Ch. 11 Buyers Must Consider Labor Violations
JOSHUA TREE: Voluntary Chapter 11 Case Summary
KGB: Higher Financing Risks Prompt Moody's to Lower CFR to 'B3'
LAKELAND DEVELOPMENT: Plan Filing Period Extended Until April 11

LAKELAND DEVELOPMENT: Hearing on Cash Collateral Use on April 3
LIBERTY MEDICAL: Court Approves Greenberg Traurig as Counsel
LIFECARE HOLDINGS: Vibra Inks CCHI Interim Management Agreement
LOUISE HOLDINGS: Voluntary Chapter 11 Case Summary
MAKENA GREAT: Court Denies Confirmation of Third Amended Plan

MARKET CENTER: Late Fee Unenforceable on Guarantors, App. Ct. Says
MILLAR WESTERN: S&P Revises Outlook to Stable & Affirms 'B-' CCR
MILLS BROTHERS: Case Summary & 20 Largest Unsecured Creditors
MOUNTAIN HOUSE: Case Summary & 5 Unsecured Creditors
MORTGAGES LTD: Court Dismisses Avoidance Suit Against Investor

MUNDY RANCH: Hearing Tomorrow on Bank's Bid for Ch. 7 Conversion
MUNDY RANCH: Wants to Hire Moptex as Broker for Ranch Property
MUNDY RANCH: Wants to Sell Vacant Property & Hire Freedom Realty
NATURAL PORK: Exclusive Plan Filing Extended Until May 9
NAVISTAR INTERNATIONAL: S&P Affirms 'CCC+' Sr. Unsec. Issue Rating

NNN CYPRESSWOOD: Court Okays Hiring of Arnstein & Lehr as Counsel
NNN CYPRESSWOOD: Can Hire Highpoint as Financial Consultant
NNN LENOX: Court Approves Hiring of Tucker Hester as Counsel
NNN PARKWAY: Can Hire Christine Baur & Weiland Golden as Counsels
NORTHLAND RESOURCES: In Default of Disclosure Obligations

PARADISE HOSPITALITY: Court Confirms Chapter 11 Plan
PENSON WORLDWIDE: $6.5 Million Securities Settlement Approved
PHIL'S CAKE: Can Hire Levin to Pursue Claim vs. BP Over Deepwater
PHILIP AURORA: Voluntary Chapter 11 Case Summary
PHOENIX COYOTES: Darin Pastor-Led Investor Group Eyes Acquisition

PRIVA SECURITY: Cyber Solutions Lawsuit Goes to Bankr. Court
PVH CORP: Warnaco Acquisition Won't Impact Moody's 'Ba2' CFR
PWK TIMBERLAND: Case Summary & 11 Largest Unsecured Creditors
QUALTEQ INC: Ch. 11 Trustee Wants FrankGecker as Conflicts Counsel
QUALTEQ INC: Ch. 11 Trustee Can Expand Bradford Dooley's Services

RANCHO CALIFORNIA: Plan Proposes to Pay Creditors from Rent
READER'S DIGEST: Committee to Hire Vandenberg as Special Counsel
READER'S DIGEST: Can Use Prepetition Cash Managent System
READER'S DIGEST: Can Honor Prepetition Customer Obligations
READER'S DIGEST: Restrictions Set on Securities Trading

REVOLUTION DAIRY: Wants to Use Cash Collateral Until July 31
RHYTHM AND HUES: Prana Studios Acquires Business
ROCHA DAIRY: U.S. Trustee Asks Court for Case Dismissal
S.R. BRAY: 7th Cir. Upholds $500,000 Judgment on Labor Suit
SAN DIEGO HOSPICE: Hiring Squar Milner as Accountants

SARALAND LLLP: AgGeorgia Wins Relief From Automatic Stay
SARALAND LLLP: Will Have Chapter 11 Trustee
SATICOY BAY: Case Summary & 4 Unsecured Creditors
SCOTTSDALE CANAL: U.S. Trustee Wins Dismissal of Case
SHUANEY IRREVOCABLE: Court OKs Litvak Beasley as Special Counsel

SIERRA NEGRA: Hearing on Plan Outline, Case Dismissal on April 9
SILVER STATE: Case Summary & 20 Largest Unsecured Creditors
STABLEWOOD SPRINGS: Files Chapter 11 Plan & Disclosure Statement
STANDARD PACIFIC: S&P Raises Sr. Unsec. Notes Rating to 'B+'
STOCKTON, CA: Judge Declines to Dismiss Chapter 9 Bankruptcy

SUPERMEDIA INC: Bankruptcy Filing Prompts Delisting Notice
SUNTECH POWER: Court OKs Insolvency Proceeding for China Unit
TOUGHER INDUSTRIES: Court Rules on Tax Implication of Sale
TRAFFIC CONTROL: Committee's Plan of Liquidation Effective
TRINITY COAL: Hearing Today on Credit Agricole DIP Financing

TW TELECOM: S&P Assigns 'BB+' Rating to $570MM Secured Facilities
TYT EAST: Case Summary & 11 Unsecured Creditors
UC CHALLENGER: Case Summary & 9 Largest Unsecured Creditors
UNIVERSAL HEALTH: No Trustee at Least Until May

UPH HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
US SHIPPING: S&P Assigns 'B-' CCR & Rates $220MM Sr. Sec. Loan 'B'
USG CORP: Lowers "Acquiring Person" Threshold to 4.9%
VILLAGIO PARTNERS: Compass Care Can Hire Colliers as Broker
VIVARO CORP: Plan Filing Exclusivity Expires April 3

VOICES OF FAITH: Proposes 40% Creditors' Recovery Plan
VPR OPERATING: Oil & Gas Companies Seek Chapter 11 in Austin
VPR OPERATING: Wants to Pay Critical Vendor Claims, Royalties
VPR OPERATING: Seeks to Access Cash Collateral, DIP Financing
W.R. GRACE: Judge Fitzgerald's Rule 2019 Order Reversed

W.R. GRACE: Hasn't Received Settlement Payments in PI Suits
W.R. GRACE: Awaits Effective Date of Plan & ZAI Deal
WALLDESIGN INC: Deal Reached on CRO's Abandonment of Collateral
WARNER CHILCOTT: S&P Raises Senior Unsecured Debt Rating to 'BB'
WEST 380: OK'd to Pay Claims of Physicians and Physician Group

WEST CORP: To Issue 15.9 Million Common Shares Under Plans
WEST COVINA MOTORS: City's Chapter 7 Conversion Bid Approved
WESTERN POZZOLAN: Court Converts Case to Chapter 7
XTREME IRON: Trustee OK'd to Pay $75,000 for Repair/Maintenance

* U.S. Foreclosure Inventory Up 9% in First Quarter of 2013
* Foreclosures Down 19% in February 2012, CoreLogic Reports
* Pressures Continue for U.S. Local Governments, Fitch Says
* Financial Statements Decline in Predictive Value Over Time

* Clark Hill & Thorp Reed Enters Into Merger Agreement
* The American Lawyer Picks Top Dealmakers of 2012

* Large Companies With Insolvent Balance Sheets


                            *********


ADAMS PRODUCE: Denise King OK'd to Pursue State Court Remedies
--------------------------------------------------------------
The Hon. Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama in February granted for Denise King's
motion for relief from stay to pursue its state court remedies as
to insurance proceeds only but not to attempt to collect any
deficiency balance from Adams Produce Company, LLC.

                        About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce disclosed $19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.  The Debtors owe PNC Bank, National
Association, $750,000 under a term loan, $1.35 million under a
real estate loan, and $3.4 million under a revolver.  The Debtors
are also indebted $2 million under promissory notes.  Adams owes
$4.4 million in accounts payable to trade and other creditors, and
$10.2 million to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.  Brian R. Walding, Esq., at
Walding LLC, in Birmingham, Alabama, represents the Ad Hoc
Committee of Non-Insider Employees as counsel.  The Bankruptcy
Administrator said that it is not feasible to form a committee of
unsecured creditors in the Debtor's case in view of the fact that
an insufficient number of unsecured creditors were willing to
serve.

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

The Court established March 18, 2013, as the bar date for (1)
prepetition claims; (2) administrative expense claims under
Section 503(b)(9); and (3) non-professional administrative expense
claims that were incurred from April 27, 2012, until Dec. 31,
2012.


AGRI-SOURCES: Ill. Appeals Court Affirms Stay of Foreclosure Suit
-----------------------------------------------------------------
The Appellate Court of Illinois, Third District, affirmed a
preliminary injunction judgment of the circuit court of Henderson
County that stayed a (i) foreclosure action commenced by First
State Bank of Illinois against numerous defendants regarding a
20-acre parcel of commercial property in Gladstone, Illinois; and
(ii) prohibited Happy R Securities, LLC, the successor to FSBI's
rights under the mortgage; Kurt D. McChesney; and Agri-Sources,
LLC, from seeking or taking possession of an eight-acre parcel of
land used by Oquawka River Terminal LLC that was contained within
the 20-acre parcel.

Mr. McChesney was a member of both ORT and Agri-Sources.

In 2007, ORT began leasing the use of two storage buildings
located on the 8-acre parcel from the previous owner.  Agri-
Sources purchased the 20-acre parcel in 2008.

Mr. McChesney owed FSBI roughly $3.3 million to $3.4 million,
which includes personal loans.  A business venture involving Mr.
McChesney and his mother called M & K Farms Partnership, entered
Chapter 11 bankruptcy proceedings in January 2011. As a part of
those proceedings, the M&K Farms Partnership sold over $1 million
in machinery, and Mr. McChesney's mother sold at least $4 million
in real estate from the Charles McChesney trust.

In the foreclosure action, ORT filed the motion for preliminary
injunction.  HRS filed an interlocutory appeal, arguing that the
circuit court erred when it granted ORT's motion.

In its pleading, ORT alleged that Mr. McChesney, while a member of
both ORT and Agri-Sources, engaged "in a calculated course of
conduct intended to specifically benefit his personal and business
interests at the expense of the protected business interests of
the ORT Parties."  ORT alleged Mr. McChesney "breached his
fiduciary duty obligations to the ORT Parties by, among other
things, failing to fully disclose his personal dealings which were
adverse to the business of the ORT Parties, and by suppressing and
then usurping the corporate opportunities of ORT, including in
particular ORT's contractually protected right to purchase real
estate vital to ORT's operations."

The case is HAPPY R SECURITIES, LLC, an Illinois Limited Liability
Corporation, Assignee of First State Bank of Illinois, Plaintiff
and Counterdefendant-Appellant, v. AGRI-SOURCES, LLC; THE INTERNAL
REVENUE SERVICE, The Department of the Treasury, United States of
America; THE DEPARTMENT OF REVENUE OF THE STATE OF ILLINOIS;
JEFFERSON RIVER TERMINAL, a Division of Consolidated Grain and
Barge Company, a Missouri Corporation; OQUAWKA RIVER TERMINAL,
LLC; RYCO DISTRIBUTING, INC.; COUNTRY MUTUAL INSURANCE COMPANY;
and UNKNOWN OWNERS and NONRECORD CLAIMANTS, Defendants,
(Oquawka River Terminal, LLC, an Illinois Limited Liability
Company; and ROBERT W. RYAN, JR., JEFFREY BUTLER, and DAVID C.
JOBE, Individually and as Members of Oquawka River Terminal, LLC,
Counterplaintiffs-Appellees and Cross-Plaintiffs-Appellees; v.
Kurt D. McChesney, Counterdefendant; Agri-Sources, LLC,
Counterdefendant and Cross-Defendant), No. 3-12-0509 (Ill. App.
Ct.).  A copy of the Opinion filed March 28, 2013, is available at
http://is.gd/7z643Tfrom Leagle.com.


ALETHEIA RESEARCH: Stays in Ch. 11 But Case in Liquidation
----------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, withdrew a
motion to dismiss or convert the Chapter 11 case of Aletheia
Research and Management, Inc., to one under Chapter 7 of the
Bankruptcy Code.  At the Dec. 28, 2012 hearing, the Court approved
the stipulation resolving the U.S. Trustee's motion by the
appointment of a Chapter 11 trustee.  The stipulation was entered
among the Debtor, the Official Committee of Unsecured Creditors
and Management Inc.

The Debtor made it clear that it was winding down operations,
trying to liquidate its business, and assign its lease.  Thus the
case is now a liquidation case and not an operating reorganization
case.

                     About Aletheia Research

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

According to the list of top largest unsecured creditors, Proctor
Investments has unliquidated and disputed claims of $16 million on
account of pending litigation.   The Debtor disclosed $6,492,105
in assets and $17,457,458 in liabilities as of the Chapter 11
filing.

An official committee of unsecured creditors was appointed in
December 2012.  The Committee is represented by Pachulski Stang
Ziehl & Jones LLP while Brandlin & Associates provides financial
advisory services.

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


AMBAC FINANCIAL: Incurs $259.3 Million Net Loss in 2012
-------------------------------------------------------
Ambac Financial Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $259.35 million on $414.60 million of net premiums
earned for the year ended Dec. 31, 2012, as compared with a net
loss of $1.96 billion on $405.97 million of net premiums earned
during the prior year.

Ambac Financial's balance sheet at Dec. 31, 2012, showed $27
billion in total assets, $30.25 billion in total liabilities and a
$3.24 billion total stockholders' deficit.

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

                       http://is.gd/woogXG

                      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.

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).


ATKINS NUTRITIONAL: Funding Cuts Won't Impact Moody's B2 CFR
------------------------------------------------------------
Moody's Investors Service said the reduction in the amount of
financing will not affect Atkins Nutritional Holdings II, Inc.'s
B2 corporate family rating, the B1 rating of the company's
revolving credit facility and first lien term loan or the Caa1
rating of the company's second lien term loan.

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

Atkins Nutritionals Holdings II, Inc., a subsidiary of Atkins
Nutritionals Holdings, Inc. is headquartered in Denver, CO. The
company manufactures and sells a variety of diet nutrition bars,
shakes, and frozen meals in the United States and Internationally.
The company sells its products through mass merchandisers, club
stores, grocery stores, and drug retailers. The company is
majority owned by an affiliate of Roark Capital Group. Total
revenues, on a net sales basis, for the fiscal year ended December
31, 2012 were approximately $311 million.


ATLATSA RESOURCES: Enters Into Revised Restructure Plan with Anglo
------------------------------------------------------------------
Subsequent to year-end, on March 27, 2013, Atlatsa Resources
Corporation disclosed that it had entered into a ZAR3.5 billion
(US$380 million) Revised Restructure Plan with Anglo American
Platinum, which will have a material positive impact on the
Company's operational and financial outlook going forward.

Upon implementation of the Revised Restructure Plan, Atlatsa and
the Bokoni group will be well positioned to implement their
business strategy on a more conservative, lower risk and
sustainable basis.  The Revised Restructure Plan retains most of
the elements agreed between the Parties in the Initial Restructure
Plan announced on February 2, 2012 and improves on the Initial
Restructure Plan as follows:

-- A new and more conservative operating and financing plan for
Bokoni Mine through to 2020.

-- An simplification to the equity capital structure of Atlatsa
which results in:

-- an equity capital injection into Atlatsa of ZAR750 million
($87.9 million) by Anglo American Platinum subscribing for 125
million new common shares in Atlatsa at ZAR 6.00 per share
(US$0.71 cps), the proceeds of which will be used to further
reduce Atlatsa's outstanding debt;

-- the unwinding of the historical "B" preference share
arrangement, such that Atlatsa will have one class of common
shares going forward; and

-- an increase in the BEE shareholding in Atlatsa from 51% to 62%
(fully diluted), facilitated by Anglo American Platinum selling
115.8 million Atlatsa common shares, arising from the unwind of
the "B" preference shares, to Atlatsa Holdings for ZAR 463 million
($54.27 million) on a vendor-financed basis.

-- An amendment to the debt capital structure and financing terms
of Atlatsa, which results in the following revisions to the
existing debt facility between Atlatsa and Anglo American
Platinum:

-- a 75% reduction in Atlatsa's attributable debt from ZAR3.28
billion ($384.87 million) to approximately ZAR 833 million ($97.66
million), as at December 31, 2012;

-- an increase in the existing debt facility by ZAR700 million
($82.06 million) made available to Atlatsa to finance its 51% pro
rata share of the planned expansion at Bokoni Mine through to 2020
with a maximum facility limit of ZAR1.55 billion ($181.71
million); and

-- a reduction in Atlatsa's estimated effective cost of borrowing
from 13% to 2% over the debt term period between 2013 to 2020.

The implementation of the Revised Restructure Plan will be
subject, inter alia, to the fulfillment or, where appropriate,
waiver of the following conditions precedent:

-- Approval by the shareholders of Atlatsa;

-- All of the agreements constituting the Revised Restructuring
Plan becoming unconditional;

-- To the extent required, unconditional approval by the
Competition Authorities of South Africa;

-- To the extent required, unconditional approval by the South
African Reserve Bank; and

-- Approval of the Transaction by the relevant regulatory
authorities including the TSX Venture Exchange, JSE Limited, NYSE-
MKT, the South African Department of Mineral Resources and
ministerial approval of the transfer of mineral rights.

The disclosure was made in the Company's earnings release for the
three and twelve months ended December 31, 2012, a copy of which
is available for free at http://is.gd/v5a0ov


AURORA ENERGY: Ruling on Gas Royalty Dispute Affirmed
-----------------------------------------------------
District Judge Robert Holmes Bell affirmed a bankruptcy court's
entry of judgment in a natural gas royalty dispute between
Frontier Energy LLC and Aurora Energy Ltd., and dismissed a cross-
appeal of the bankruptcy court's determination that the term
"lease" in 11 U.S.C. Sec. 365 applies to oil and gas leases.

Frontier Energy owns the mineral rights formerly held by North
Michigan Land and Oil Company.  Aurora Energy, Ltd., is a company
involved in extracting oil and gas.

In 2002, Aurora entered into an agreement with Frontier to lease a
large mineral estate in Charlevoix County, Michigan. Under the so-
called Hudson Agreement, Aurora, as lessee, agreed to lease oil
and gas producing properties from Frontier, as lessor, in exchange
for the payment of royalties to Frontier.  The negotiated
agreement departed from the standard State of Michigan form lease
in several significant respects.  The parties agreed on an initial
royalty of 15% of the proceeds of sale before Payout, subject to
deductions for "costs incurred by lessee for CO2 removal, third
party transportation, and necessary compression."  After Payout,
the parties agreed that royalties would increase from 15% to 50%
depending on the price for which the gas was sold by the lessee.

Gas extraction began in 2005.  In June 2007, Frontier began to
question Aurora's calculation of the royalty payments.  In
February 2008, Frontier filed a state court action against Aurora
alleging breach of contract based on failure to properly compute
and pay royalties.  Frontier contends that Aurora underpaid it by
more than $1.5 million.

In 2009, Aurora filed a Chapter 11 bankruptcy. Aurora removed the
state court action to the bankruptcy court as an adversary
proceeding. At the conclusion of an 11-day trial, the bankruptcy
court issued an opinion and order construing the Agreement.  On
Feb. 18, 2012, the bankruptcy court entered a judgment in favor of
Aurora, and against Frontier, and disallowed the claims filed by
Frontier.  Frontier filed an appeal, challenging the bankruptcy
court's construction of the Agreement.  Aurora filed the cross-
appeal of the bankruptcy court's ruling that the Agreement is a
"lease" under 11 U.S.C. Sec. 365.

The case is, FRONTIER ENERGY, LLC, Appellant/Cross-Appellee, v.
AURORA ENERGY, LTD., Appellee/Cross-Appellant, No. 1:12-CV-424
(W.D. Mich.).  A copy of the Court's March 27, 2013 Opinion is
available at http://is.gd/dzdcmGfrom Leagle.com.


AWARE ENVIRONMENTAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Aware Environmental, Inc.
        8514 McAlpine Park Dr.
        Suite 100
        Charlotte, NC 28211

Bankruptcy Case No.: 13-30645

Chapter 11 Petition Date: March 26, 2013

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Bryan W. Stone, Esq.
                  STONE & WITT, P.A.
                  301 S. McDowell St.
                  Suite 1000
                  Charlotte, NC 28204
                  Tel: (704) 333-5184
                  Fax: (704) 333-5185
                  E-mail: bstone@swlawnc.com

Scheduled Assets: $77,518

Scheduled Liabilities: $1,599,770

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ncwb13-30645.pdf

The petition was signed by Michael Smith, president.


B&M LAND: Case Summary & 4 Unsecured Creditors
----------------------------------------------
Debtor: B&M Land and Livestock, LLC
        P.O. Box 60399
        Reno, NV 89506

Bankruptcy Case No.: 13-50543

Chapter 11 Petition Date: March 26, 2013

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

Judge: Bruce T. Beesley

Debtor's Counsel: Kevin A. Darby, Esq.
                  DARBY LAW PRACTICE, LTD.
                  4777 Caughlin Pkwy
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  E-mail: kevin@darbylawpractice.com

Scheduled Assets: $550,000

Scheduled Liabilities: $1,121,799

A copy of the Company's list of its four largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nvb13-50543.pdf

The petition was signed by Marsha J. Raj, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Alexcis A. Raj and Marsha J. Raj       10-54176   10/22/10


BAY LOGAN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Bay Logan, LLC
        dba Comfort Suites Astoria
        3420 Leif Erickson Dr
        Astoria, OR 97103

Bankruptcy Case No.: 13-31733

Chapter 11 Petition Date: March 26, 2013

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Sanford R Landress, Esq.
                  GREENE & MARKLEY, P.C.
                  1515 SW 5th Ave #600
                  Portland, OR 97201
                  Tel: (503) 295-2668
                  E-mail: sanford.landress@greenemarkley.com

Scheduled Assets: $6,901,437

Scheduled Liabilities: $5,686,667

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/orb13-31733.pdf

The petition was signed by Subhash Kharod, managing member.


BELLO TERRA: Case Summary & 3 Unsecured Creditors
-------------------------------------------------
Debtor: Bello Terra Properties, Inc.
        304 Amendodge Drive
        Shorewood, IL 60404

Bankruptcy Case No.: 13-12181

Chapter 11 Petition Date: March 26, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

Debtor's Counsel: Chris D. Rouskey, Esq.
                  ROUSKEY AND BALDACCI
                  151 Springfield Ave.
                  Joliet, IL 60435
                  Tel: (815) 741-2118
                  Fax: (815) 741-0670
                  E-mail: rouskey-baldacci@sbcglobal.net

Scheduled Assets: $3,012,892

Scheduled Liabilities: $1,936,684

A copy of the Company's list of its three largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ilnb13-12181.pdf

The petition was signed by Joseph Serena, president.


BELLWEST HOLDINGS: Plan to Pay Secured Creditors Over Time
----------------------------------------------------------
Bellwest Holdings, LLC's proposed Chapter 11 Plan of
Reorganization dated Feb. 18, 2013, provides that due to the
current economic situation it is possible that all secured
creditors may not be paid according to their contract with the
Debtor but will be paid the amount of their allowed claim over an
extended period of time.

According to the explanatory Disclosure Statement, the infusion of
monies into the reorganized Debtor through capital contributions
may be required in order for Debtor to continue in business.  In
order for Debtor to continue in business, potential investors of
the Debtor may also infuse new capital, if required.

The Debtor is exploring possibilities for new money to be
contributed to the estate.  Any new monies will also be used as
operating reserves to cover any operating shortfalls, which the
Debtor may encounter but does not anticipate.  The Debtor believes
it will have sufficient funds available to bring any deficiency
owed to the lender current and can reinstate the mortgage.

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

                        Exclusivity Expired

Previously, the Hon. Eileen W. Hollowell denied the Debtor's
second motion to extend its exclusive plan proposal periods.
Secured creditor MLCFC 2007-9 Surprise Retail, LLC, in its
objection stated that it is inclined to file a plan of liquidation
if afforded the opportunity, and the Debtor has failed to show
sufficient cause to extend the exclusivity period a second time in
the five-month-old single asset real estate case.

                    About Bellwest Holdings LLC

Bellwest Holdings LLC, owner of a property in Surprise, Arizona,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20126) on
Sept. 10, 2012, in Tucson.  The Debtor, a single asset real estate
under 11 U.S.C. Sec. 101 (51B), estimated assets and debts of $10
million to $50 million in the petition.

Bankruptcy Judge Eileen W. Hollowell presides over the case.  Eric
Slocum Sparks, Esq., at Eric Slocum Sparks PC, in Tucson, Ariz.,
serves as counsel.


BIG SANDY: Wants Exclusive Plan Filing Period Extended to April 10
------------------------------------------------------------------
Big Sandy Holding Company has asked the U.S. Bankruptcy Court for
the District of Colorado to further extend its exclusivity periods
to propose a plan of reorganization until April 10, 2013, and to
solicit acceptance of that plan until June 10, 2013.

The Debtor's exclusive period to file a plan of reorganization, as
previously extended, expires on March 11, 2013, and the attendant
solicitation period expires on May 10, 2013.  The Debtor seeks an
additional 30-day extension of its exclusivity periods.

The Debtor said in a filing dated March 11, 2013, that since the
filing of this case through Dec. 31, 2012, the Debtor's primary
focus had been the marketing, auction and sale of the capital
stock of the bank, the Debtor's primary asset.  The Debtor
established and obtained court approval of bidding procedures,
held an auction on Nov. 29, 2012, resolved the pending objections
to the proposed sale, prepared for and attended a hearing on the
proposed sale on Dec. 6, 2012, and obtained court order approving
the sale on Dec. 7, 2012.  On Dec. 31, 2012, the closing of the
sale occurred.

"Since Closing of the Sale, the Debtor has focused its efforts on
preparing a plan and disclosure statement that provide the most
efficient and practical means of recovery for creditors, as well
as related issues of governance, terms of a liquidating trust and
similar issues.  The Debtor intends to file a liquidating plan and
has secured Thomas M. Kim, CTP, Senior Managing Director, r2
Advisors, LLC, to take on the role as plan administrator and come
into management to see the case through confirmation," the Debtor
stated.

According to the Debtor, a significant expected source of creditor
recovery is the Debtor's share of a sizable tax refund.  The
Debtor has received inquiries from the Internal Revenue Service.
The Debtor believes that a brief delay in filing a plan will allow
the parties to sort out in detail various roles and
responsibilities in responding to the IRS and otherwise regarding
the refund, prior to filing the plan.

                      About Big Sandy Holding

Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.  Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.

Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank.

Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel.

In its petition, Big Sandy estimated $10 million to $50 million in
assets and debts.  The petition was signed by Dan Allen,
chairman/CEO/president.

Big Sandy has a deal to sell substantially all of its assets --
essentially 100% of the issued and outstanding capital stock of
Mile High Banks -- Strategic Growth Bancorp Inc., subject to
higher and better offers.  Strategic is prepared to proceed with a
transaction which would recapitalize the Bank in accordance with
regulatory requirements -- by up to $90 million -- and acquire the
Bank from the Debtor for $5.5 million.

Richard A. Wieland, U.S. Trustee for Region 19, was unable to form
a an official committee of unsecured creditors in the Debtor's
case.


CBS I: Hearing on Plan Outline Continued April 10
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada continued
until April 10, 2013, at 9:30 p.m., the hearing to consider
adequacy of information in the Second Amended Disclosure Statement
explaining CBS I, LLC's Plan of Reorganization.

As reported in the Troubled Company Reporter on Jan. 9, 2013,
Under the Plan dated Nov. 14, 2012, the classification and
treatment of claims under the plan are:

     A. Unclassified claims, consisting of administrative claims
        and priority tax claims, will be paid the allowed amount
        in cash on or prior to the Effective Date, or receive
        other treatment as agreed by the Holder of the Allowed
        Priority Claim and the Debtor.

     B. Allowed Secured Claims of U.S. Bank will receive a U.S.
        Bank Refinanced Secured Loan evidenced by the Plan and the
        Plan Confirmation Order, which will be secured by the U.S.
        Bank Property.  The U.S. Bank Refinanced Secured Loan will
        modify the U.S. Bank Loan to allow Debtor to obtain
        secondary financing on the Property of up to $750,000 in
        the future in order to repair, remodel, and make capital
        improvements to the Property.

     C. Allowed General Unsecured Deficiency Claims will only
        include Deficiency Claims of U.S. Bank to the extent
        Allowed by the Court, separate from all other General
        Unsecured Creditors.  Holders of Class 2 Allowed General
        Unsecured Deficiency Claims will receive payment of 5% of
        their Allowed Deficiency Claim without interest or
        $99,884.95.  This amount will be paid in 60 equal monthly
        payments in the amount of $1,664.75 to begin on the first
        of the month immediately following the Effective Date of
        the Plan.

     D. Other Allowed General Unsecured Claims will only include
        (i) Holders of Allowed General Unsecured Claim's listed in
        Debtor's Schedules as Creditors Holding Unsecured
        Nonpriority Claims that are not disputed, contingent, or
        unliquidated; and (ii) Claims resulting from rejection of
        executory contracts and unexpired leases.  Holders of
        Class 3 Other Allowed General Unsecured Claims will
        receive payment of 100% of their filed claim to be paid in
        six months after entry of the confirmation order with
        simple interest at a rate of 3%.

     E. Insider Unsecured Claims will receive no payments
        pursuant to this Plan.

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

          http://bankrupt.com/misc/CBS_I_ds_2amended.pdf

                           About CBS I

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Company is a limited liability
company whose sole asset consists of 71,546 square feet of gross
rentable building area on a site containing approximately 206,474
net square feet or 4.74 acres, located at 10100 West Charleston
Boulevard, in Las Vegas, Nevada.  Debtor is owned by Jeff Susa
(25%), Breslin Family Trust (25%), M&J Corrigan Family Trust (25%)
and S&L Corrigan Family Trust (25%).

The Debtor scheduled assets of $19,356,448 and liabilities of
$19,422,805.  Judge Mike K. Nakagawa presides over the case.  Jeff
Susa signed the petition as manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.

Zachariah Larson, Esq., at Marquis Aurbach Coffing, in Las Vegas,
represents the Debtor as bankruptcy counsel.  Dimitri P. Dalacas,
Esq., at Flangas McMillan Law Group, in Las Vegas, represents the
Debtor as special counsel.


CAPITOL BANCORP: Seeking Confirmation of Standby Plan
-----------------------------------------------------
Capitol Bancorp Limited on March 28 provided an update on its
financial restructuring plan.

In June 2012, Capitol announced the commencement of a voluntary
restructuring plan, designed to facilitate its objective of
converting existing debt to equity, which will facilitate new
equity investments in the Corporation, as well as to help restore
Capitol's capital ratios and ensure its affiliate banks are
appropriately capitalized.  The initiative includes the
opportunity to preserve Capitol's substantial deferred tax assets,
which can benefit all shareholders going forward.  The joint plan
of reorganization provides for the restructuring of Capitol's and
its affiliate Financial Commerce Corporation's liabilities in a
manner designed to maximize recoveries to all creditors and to
enhance the financial stability of the reorganized Debtors while
simultaneously raising new capital from outside investors, which
can be immediately deployed into the reorganized Debtor's
subsidiary banks, thus avoiding the significant adverse
consequences that would result from the seizure of any subsidiary
bank.

Existing debt holders were asked to exchange their debt securities
for both preferred and common stock of the company.
Simultaneously, Capitol solicited votes from all debt and equity
holders for a prepackaged Chapter 11 plan of reorganization for
Capitol and FCC to be commenced in the event the Exchange Offer
was not successful or that Capitol believed the transactions
contemplated by the Standby Plan are in the best interests of all
stakeholders.  The Standby Plan contemplates the conversion of all
current trust preferred security holders, unsecured senior note
holders, current preferred equity shareholders and current common
equity shareholders into new classes of common stock which will
retain approximately 53 percent of the voting control and value of
the restructured company.

Capitol has also been actively seeking to identify external
capital sources sufficient to restore all affiliate institutions
to "well-capitalized" status in exchange for approximately 47
percent of the restructured company.  The Standby Plan
contemplates an equity infusion of at least $70 million and up to
$115 million pursuant to a separate equity commitment agreement to
be entered into by Capitol and certain third-party investors prior
to the date on which the Standby Plan becomes effective.

The first segment of the restructuring plan, the exchange of
Capitol's outstanding trust preferred securities, unsecured
capital notes and Series A preferred stock, expired on July 27,
2012.  As the conditions for the Exchange Offers were not met, the
Exchange Offer was terminated and the tendered securities were
released into their original CUSIP numbers.

Holders of Capitol's senior notes, trust preferred securities,
Series A preferred and common stock overwhelmingly voted to accept
the Standby Plan and as a result of the successful vote, Capitol's
board of directors approved proceeding with voluntary Chapter 11
filings for Capitol and FCC in the U.S. Bankruptcy Court for the
Eastern District of Michigan, and Capitol is seeking confirmation
of the approved Standby Plan by the Court.  The Court granted
Capitol certain "first-day motions" which allow it to continue its
operations in the ordinary course during the plan confirmation
process, and which include requests to continue the payment of
wages, salaries and other employee benefits.  Capitol has also
been granted a motion by the Court restricting trading in
Capitol's senior notes, trust preferred securities, preferred
stock and common stock in order to preserve certain of Capitol's
deferred tax assets.

Capitol officials emphasize that this initiative will not affect
the operations or deposits of any of Capitol's affiliate banks,
which are continuing normal operations during the pendency of the
cases.  Capitol's affiliated banks are regulated separately from
the holding company and, like all other insured commercial banks,
their deposits are insured by the Federal Deposit Insurance
Corporation.

Capitol's Chairman and CEO, Joseph D. Reid stated, "We remain
hopeful that the restructuring plan will serve to provide
resolution for our trust preferred securities and Capitol's senior
debt, while also facilitating additional equity investments in the
Corporation.  Additionally, successful completion of the plan will
provide benefits to Capitol and all of its stakeholders, and will
help to restore the Corporation's capital ratios, as well as the
capital ratios of our affiliate banks, providing a more stable
platform for future growth and support.  We appreciate the
continued support from our many stakeholders as we work through
this reorganization process."

When the trust preferred securities were originally issued, and
until recently, substantially all of those securities comprised a
crucial element of Capitol's compliance with regulatory capital
requirements because they were a material component of regulatory
capital.  Because of Capitol's weakened financial condition and
changes to banking regulations affecting its ability (as well as
that of other bank holding companies in the United States) to
include any portion of these securities in regulatory capital
computations, none of these securities are currently included in
the Corporation's regulatory capital measurements.  The
restructuring initiatives will facilitate the conversion of
Capitol's trust preferred securities to equity and represent an
efficient opportunity to strengthen the composition of Capitol's
capital base by increasing its Tier 1 common and tangible common
equity ratios, while also reducing the dividend and interest
expense associated with these securities.  By increasing its
common equity component, and successfully completing the capital
raise component of the plan, Capitol expects to have increased
capital flexibility to continue to support its community banking
platform, strategically take advantage of select market
opportunities and implement its long-term strategies.

Affiliate Bank Divestitures Capitol previously announced plans to
sell its controlling interests in several affiliate banks.  The
sale of one of these banks in the Northwest region of the country
was completed in November 2012 and Capitol has also entered into
definitive agreements to sell its interests in two affiliates
located in the Great Lakes region.  These three transactions
represent nearly $210 million of assets.  The pending divestiture
is anticipated to be completed in 2013, pending regulatory
approval and other contingencies.

                             Net Loss

A net loss of approximately $1.6 million, or ($0.04) per share,
was reported for the fourth quarter of 2012, compared to a net
loss of $6.5 million, or ($0.16) per share, for the corresponding
period in 2011. Approximately $210,000 ($0.01 per share) of this
2012 quarterly net loss, or roughly 14 percent, is attributable to
"reorganization items" expense directly associated with Capitol's
financial restructuring plan.

The company disclosed details of its financial restructuring plan
in its earnings release for the fourth quarter of 2012, a copy of
which is available for free at http://is.gd/mbzfYH

                       About Capitol Bancorp

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

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

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

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

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

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


CAPMARK FINANCIAL: Fully Repaid $1.2BB Debt Issued at Emergence
---------------------------------------------------------------
Capmark Financial Group Inc. on March 28 issued its Report as of
and for the periods ended December 31, 2012 and December 31, 2011.
The Company reported net income of $122 million for the year ended
December 31, 2012 and had consolidated total assets of $2.9
billion, consolidated total liabilities of $1.5 billion, and
stockholders' equity of $1.3 billion as of December 31, 2012.

In 2012, the Company made significant progress in monetizing its
assets, repaying debt, streamlining its operations and
distributing cash to shareholders.  Total monetization proceeds,
debt repayments and shareholder distributions were all in excess
of the amounts originally projected for 2012 in the financial
projections distributed in connection with the Company's plan of
reorganization.

Highlights for 2012 were:

-- The Company realized total proceeds of $3.8 billion from the
monetization of loan and REO assets, including the completion of
three portfolio sale transactions.

-- The Company achieved consolidated net gains on loans,
investments and real estate of $168 million.

-- The Company completed the sale of its remaining real estate
assets in Japan.

-- The Company substantially reduced total assets to $2.9 billion
at year end 2012 as compared to $8.6 billion at year end 2011,
primarily as a result of asset dispositions, debt repayments and
shareholder distributions.  Year end 2012 assets included $592
million of loans, $195 million of real estate and $1.48 billion of
cash (most of which was held by Capmark Bank).

-- The Company received asset distributions from Capmark Bank
totaling approximately $1.69 billion, consisting of loans and REO
assets of $1.32 billion (at fair value) and cash of $368 million.
Approximately $910 million of the loans and REO transferred from
Capmark Bank to the Company were monetized in 2012.

-- The Company fully repaid the $1.25 billion of secured debt
securities issued at emergence from bankruptcy.

-- The Company made aggregate distributions to shareholders of
$14.50 per share or $1.45 billion and ended the year with $1.3
billion of stockholders' equity.

-- Capmark Bank transferred $827 million of deposits to an
unaffiliated bank, which included all of Capmark Bank's deposits
maturing after August 2013.

-- Capmark Bank repaid $1.9 billion of deposit liabilities and
fully repaid its borrowings with the Federal Home Loan Bank of
Seattle.

-- The Company paid an additional $112 million to prepetition
creditors including $65 million under the settlement agreement
with the Japanese lenders, $22 million under the settlement
agreement with the creditors of Crystal Ball Holdings of Bermuda
Limited and $25 million from the disputed claims reserve.

-- The Company substantially completed the wind down of its LIHTC
business and Asian operations and substantially reduced the
operations of Capmark Bank by transferring its loan and REO
assets, together with the majority of its staff, to other
subsidiaries of the Company.

-- The Company reduced its headcount from 220 employees at
December 31, 2011 to 90 employees at December 31, 2012 and closed
5 offices in 2012.

Highlights for 2013 year-to-date:

-- Capmark Bank made a distribution to the Company of $157 million
on February 28, 2013.

-- The Company paid a cash distribution to shareholders of $4.50
per share on March 22, 2013 to shareholders of record on March 15,
2013, bringing aggregate distributions to shareholders since
emergence from bankruptcy to $19.00 per share.

-- The Company paid an additional $68 million to prepetition
creditors including $21 million under the settlement agreement
with the Japanese lenders, $3 million under the settlement
agreement with creditors of Crystal Ball Holdings of Bermuda
Limited and $44 million from the disputed claims reserve.

A copy of Capmark Financial Group Inc.'s earnings release is
available for free at http://is.gd/f4u2iW

                     About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provided financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors were Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel were
Dewey & LeBoeuf LLP, and Richards, Layton & Finger, P.A.  Beekman
Advisors, Inc., is serving as strategic advisor.
KPMG LLP served as tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, served as claims and notice agent.

The Official Committee of Unsecured Creditors tapped Kramer Levin
Naftalis & Frankel LLP as its counsel and JR Myriad 1LLC as its
commercial real estate business advisors.  The Committee also
retained Cutler Pickering Hale and Dorr LLP as its attorneys for
the special purpose of providing legal services in connection with
Federal Deposit Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  Protech estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.  In April 2011, Greenline Ventures LLC completed the
acquisition of the New Markets Tax Credit division of Capmark
Financial Group Inc.  Since inception of the NMTC program,
Capmark's NMTC division has closed over $1.1 billion of NMTC
investment funds and financed over $2.5 billion of projects and
businesses in low income communities nationwide.

Capmark won confirmation of its reorganization plan in August 2011
allowing it to distribute about $4 billion of stock, cash and new
debt to unsecured creditors and streamline operations around its
flagship bank.  Unsecured creditors were to receive $900 million
in cash, $1.25 billion in secured notes and 100 million shares in
reorganized Capmark, now a bank holding company.  The plan was
declared effective in October.

Also in October 2011, Capmark closed the sale of its low-income
housing tax credit asset portfolio to Hunt Cos. Inc., a national
real estate services company.  El Paso, Texas-based Hunt was the
successful bidder in the auction of the assets, paying
$102.4 million.


CARMEL PARTNERS: Mannatt Successfully Defends Foreclosure Action
----------------------------------------------------------------
Manatt, Phelps & Phillips, LLP, announced it won a major lender
liability/wrongful foreclosure action on March 25, 2013, obtaining
a complete defense verdict in favor of its clients, including
certain affiliates of the San Francisco-based real estate
investment firm Carmel Partners.  The Honorable Marla J. Miller,
Judge of the San Francisco Superior Court, issued a 56-page
statement finding for the defendants on all claims.  Plaintiffs
were represented at trial principally by David Boies and David W.
Shapiro of Boies, Schiller & Flexner, LLP.

The case stems from a complex series of commercial transactions
that began in 2007, when Richard D. Cohen, founder of the New
York-based real estate firm Capital Properties, purchased a high-
rise apartment complex in San Francisco known as Rincon
Residential Towers for $143 million.  Mr. Cohen's entities took
out a two year, $110 million loan from Bear Stearns to fund the
purchase.

Bear Stearns collapsed in spring 2008, and the loan was eventually
acquired by a Carmel Partners entity-CP III Rincon Towers, Inc.

Prior to the marketing of the loan for sale, Mr. Cohen tried to
negotiate a multiyear extension of the loan or to purchase it
himself at a steep discount, but he was unsuccessful.  Judge
Miller found that Mr. Cohen threatened to file and then filed this
lawsuit as part of a strategy to disrupt any sale of the loan.
During the marketing of the loan, Mr. Cohen's attorneys at
Greenberg Traurig LLP, in an attempt to dissuade bidding, wrote
threatening letters that would need to be disclosed to prospective
buyers.  Mr. Cohen's entities then made good on the threats by
filing this lawsuit in February 2010 and recording a lis pendens
on the property.

Manatt's Real Estate and Litigation groups worked together to
advise CP III on the validity of Mr. Cohen's claims, and Manatt
litigators in both San Francisco and New York represented various
Carmel Partners entities along with co-defendants and third party
witnesses in connection with the litigation after CP III purchased
the loan.

Manatt obtained summary judgment on the original claims in
September 2010, defeated plaintiffs' multiple attempts to enjoin
foreclosure and completed a non-judicial foreclosure of the
property in October 2010.  Since foreclosure, CP III has renamed
the property Carmel Rincon Luxury Apartments and conducted
significant renovations under management by Carmel Partners, Inc.

The court gave plaintiffs leave to amend their complaint several
times, however, such that the trial focused on a fifth amended
complaint, by which plaintiffs sought to regain the property along
with damages in excess of $40 million. In addition to Boies
Schiller and Greenberg Traurig, plaintiffs were also represented
in the lawsuit by Fried, Frank, Harris, Shriver & Jacobson LLP and
Friedman & Atherton LLP.

At trial, Mr. Cohen contended that loan defaults had been
wrongfully declared and the lenders had interfered with his
ability to refinance the loan.  Mr. Cohen's attorneys fashioned
these allegations into claims for breach of contract, fraud, to
set aside foreclosure, slander of title, unfair competition, trade
secret misappropriation and accounting, but Judge Miller found
that that loan was in default as early as December 2008 and that
"Plaintiffs' claims are without merit."  Judge Miller ordered that
the lis pendens be expunged on January 23, 2013.

"This result demonstrates Manatt's significant litigation
capabilities," said Barry W. Lee, partner at Manatt, Phelps &
Phillips and lead trial counsel.  "We took a multifaceted approach
to the case, and with the support of our strong real estate
practice we were able to achieve overwhelming success.  The court
properly decided in our clients' favor across the board; we
prevailed on all counts."

Manatt's trial team was led by Barry W. Lee and Ann M. Heimberger
and included Lenard G. Weiss, Kimo S. Peluso, Christian E. Baker,
Christopher A. Rheinheimer and Amanda M. Knudsen, with litigation
support from Faye Stephenson, Demetrio Marquez and Patricia
Rivera.  Marv Pearlstein and Joshua Taylor of the Real Estate
Group also provided advice and support.

              About Manatt, Phelps & Phillips, LLP

Manatt, Phelps & Phillips, LLP -- http://www.manatt.com-- is a
law firm with offices strategically located in California (Los
Angeles, Orange County, Palo Alto, San Francisco and Sacramento),
New York (New York City and Albany) and Washington, D.C.  The firm
represents a sophisticated client base -- including Fortune 500,
middle-market and emerging companies -- across a range of practice
areas and industry sectors.


CENTRAL EUROPEAN: Failure to File 10-K Prompts Delisting Notice
---------------------------------------------------------------
Central European Distribution Corporation received a Staff
Determination letter from the Listing Qualifications Department of
The NASDAQ Stock Market LLC on March 20, 2013, stating that the
Company was not in compliance with Listing Rules 5250(c) which
requires the Company to file its Annual Report on Form 10-K for
the period ended Dec. 31, 2012.  This serves as an additional
basis to delist the Company's securities from the NASDAQ Stock
Market.  In January 2013, the Company received a delisting notice
for failure to hold its annual meeting of shareholders by Dec. 31,
2012.  The Nasdaq Hearings Panel will consider this matter in
rendering a determination regarding the Company's continued
listing on the Nasdaq Global Select Market.

"If the Company wishes to request a stay to delisting beyond the
hearing currently scheduled for March 28, 2013, it must make the
request no later than March 27, 2013, together with an explanation
of why an extended stay is appropriate," the Staff noted.

The letter also stated that the Nasdaq staff do not believe that
any further stay is warranted because the Company is in default of
its 3% convertible notes due 2013 and is actively soliciting the
note holders to vote in favor of a plan of reorganization through
a filing for protection under Chapter 11 of the U.S. Bankruptcy
Code.

The Company intends to request a stay to delisting.

                             About CEDC

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

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

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

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

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


CENTRAL EUROPEAN: Final Amendment to Conv. Notes Exchange Offer
---------------------------------------------------------------
Central European Distribution Corp. filed with the U.S. Securities
and Exchange Commission amendment no.4 to the Tender Offer
Statement on Schedule TO originally filed with the SEC on Feb. 25,
2013, as amended.  The Schedule TO relates to the exchange offer
by CEDC to exchange new common stock of CEDC for 3% Convertible
Senior Notes due 2013.

CEDC terminated the CEDC Exchange Offer on March 18, 2013,
pursuant to Amendment No. 3 to the Schedule TO, filed on March 19,
2013.  The sole purpose of the Amendment No. 4 is to confirm that
no further amendments to the Schedule TO will be filed.

A copy of the final amendment is available for free at:

                         http://is.gd/D0HeeI

                             About CEDC

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

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

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

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

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


CENTRAL EUROPEAN: Rejects Revised Proposal From Mark Kaufman
------------------------------------------------------------
The board of directors of Central European Distribution
Corporation received a revised proposal from a consortium
including A1 Investment Company, Dr. Mark Kaufman and the SPI
Group in respect of a restructuring of CEDC's financial
obligations.

The Board of Directors, together with its advisors, has reviewed
the terms of this revised proposal and the Board of Directors does
not believe that this proposal is competitive with the terms of
the proposal made by Roust Trading Ltd.

"[T]he consortium has resubmitted an almost identical proposal,
with marginally improved economic terms, that fails to address any
of the concerns previously raised," the Board noted.  In
particular, we would highlight that your proposal to pursue a pre-
arranged plan of reorganization while offering no consideration to
the RTL Secured Debt and the 2013 Notes instead of the pre-
packaged process CEDC has initiated raises significant feasibility
issues including by potentially significantly prolonging the
duration of any associated Chapter 11 proceeding ... that may, in
turn, stress CEDC's business operations and financial
arrangements."

A copy of the response to the Consortium from the Restructuring
Committee of the Board of Directors is available for free at:

                        http://is.gd/cQuxff

                             About CEDC

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

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

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

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

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


CENVEO CORP: S&P Assigns 'BB-' Rating to $360-Mil. Loan Due 2017
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Stamford, Conn.-based
Cenveo Corp.'s proposed $360 million term loan B due 2017 a 'BB-'
issue-level rating (two notches above the 'B' corporate credit
rating on the company), with a recovery rating of '1', indicating
S&P's expectation for very high (90% to 100%) recovery for
debtholders in the event of a payment default.  The company
announced it plans to refinance it credit agreement with a new
$200 ABL revolving credit facility (unrated) and a new term loan
B. Cenveo Corp. is a subsidiary of Cenveo Inc.

S&P's rating reflects Cenveo's high leverage of 6.9x and thin
(13%) margin of compliance with its financial covenants as of
Dec. 31, 2012.  For these reasons, S&P considers Cenveo's
financial profile "highly leveraged" (based on S&P's criteria).
S&P views the company's business risk profile as "weak" because of
Cenveo's participation in the highly competitive and cyclical
printing business.  S&P expects ongoing pricing pressure from
industry overcapacity and S&P sees limited scope for margin
improvement.  In S&P's base-case scenario, it expects revenue to
decline at a low-single-digit percent rate in 2013 because of
pricing pressure and unfavorable secular trends impacting print
volumes, particularly in its journals and periodicals business.
S&P has not assumed a recovery in the direct mail business in its
projections.  S&P expects EBITDA will decline at a low- to mid-
single-digit percent rate because of its expectation of revenue
declines, which S&P believes the company will only be able to
partially offset with cost reductions.  S&P views Cenveo's
management and governance as "fair."

The negative outlook is based on S&P's expectation that revenue
will continue to fall as the company faces negative structural
trends and economic pressures.  S&P could lower the rating if weak
operating performance deteriorates, leading to declines in
discretionary cash flow, covenant headroom under 10%, and
tightening liquidity.

RATINGS LIST

Cenveo Inc.
Corporate Credit Rating         B/Negative/--

New Ratings

Cenveo Corp.
$360M term loan B due 2017      BB-
   Recovery Rating               1


CERTENEJAS INCORPORADO: April 23 Hearing on Plan Confirmation
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
convene a hearing on April 23, 2013, at 10 a.m., to consider
confirmation of Certenejas Incorporado's Plan of Reorganization

The hearing scheduled for Feb. 12 was canceled.

According to the explanatory disclosure statement, Banco Popular
de Puerto Rico, holder of a $40.4 million claim secured by
substantially all assets of the Debtor, will recover 100%.  On the
effective date, the Debtor will surrender, as payment in kind to
BPPR or will consent to the foreclosure of the Motel Molino Azul
(valued at $6.95 million), Motel Molino Rojo ($5.60 million),
Motel Las Palmas ($8.50 million), Motel El Rio ($6.67 million),
and Motel El Eden ($3.25 million), and a parcel of land in Rio
Grand, Puerto Rico ($1.45 million).  The Debtor will retain the
real property known as Motel Flor Del Valle (valued at $4.5
million).  The balance of BPPR's secured claim for $4.5 million
will be paid through monthly payments with a balloon payment of
$4.32 million on Dec. 31, 2014.

Holders of general unsecured claims aggregating $4.65 million will
recover 1%.  They will split a $50,000 carve out to be agreed with
BPPR.

Holders of interests are unimpaired.  Mr. Luis Jaime Meaux and
Mrs. Marta I. Muniz Melendez will retain their shares unaltered.

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

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

                   About Certenejas Incorporado

Certenejas Incorporado -- aka Hotel Flor Del Valle, Motel El
Eden, Motel Molino Azul, Motel Molino Rojo, Motel Las Palmas, and
Motel El Rio -- owns motels or short-term guest houses in Puerto
Rico.  It filed a Chapter 11 petition (Bankr. D. P.R. Case No.
12-02806) in Old San Juan, Puerto Rico, on April 11, 2012.  The
Debtor disclosed US$27.68 million in assets and US$45.29 million
in debts as of the Chapter 11 filing.  Charles Alfred Cuprill,
Esq., serves as the Debtor's counsel.  The petition was signed by
Luis J. Meaux Vazquez, president.

Certenejas Incorporado and three of its affiliates previously
sought Chapter 11 bankruptcy protection (Bankr. D. P.R. Case Nos.
09-08470 to 09-08473) on Oct. 2, 2009.  The affiliates are
Rojoazul Hotel, Inc., Jonathan Corporation, and Silvernugget
Development Corporation.  According to the schedules filed in the
2009 case, Certenejas Incorporado had total assets of
US$13,800,000, and total debts of US$41,596,637.  The petition was
signed by Luis J. Meaux Vazquez, the Company's president.


CHARLES STREET: Denies Post-Bankruptcy Mismanagement
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Charles Street African Methodist Episcopal Church
of Boston has been properly managed since the reorganization began
in March 2012, and the Chapter 11 case shouldn't be dismissed, the
church said in opposing the second dismissal motion lodged by
lender OneUnited Bank.

The report recounts that the bank and the church battled for years
before bankruptcy.  While the church is attempting to cram down a
reorganization plan not to the bank's liking, the lender is trying
to have the case thrown out of court.  The bank claims the church
has been grossly mismanaged and there isn't enough cash to pay the
expenses of the bankruptcy.  In response, the church filed papers
on March 27 arguing that financial mismanagement before bankruptcy
isn't grounds for dismissal.  Only mismanagement after bankruptcy
is a basis for dismissal, the church argues.

According to the report, the church says that alleged misuse of a
charitable grant occurred before bankruptcy.  About $23,000 that
was improperly used after bankruptcy was restored, the church
says.  Spending grants is the mission of the church, and doesn't
represent a loss of assets that would be grounds for dismissal for
a commercial business, according to the church.  Admitting there
were operating losses before bankruptcy, the church says there is
currently a stable operating budget.

Because almost every company in Chapter 11 records losses,
pre-filing losses can't be used as grounds for dismissal, the
church said.  The church filed for Chapter 11 protection to halt
foreclosure by the bank, which was owed about $5 million,
according to the church.

To decide whether the case should be dismissed, the bankruptcy
judge set the matter for a five-day trial beginning April 12.

                       About Charles Street

Charles Street African Methodist Episcopal Church --
http://www.csrrc.org/-- is located in Roxbury, Massachusetts.
The Church is to advocate for the needs of community residents and
to strengthen individuals, families, and the community by
providing social, educational, economic, and cultural services.

The Church filed for Chapter 11 protection (Bankr. D. Mass. Case
No. 12-12292) on March 20, 2012, to prevent its lenders, OneUnited
Bank, from foreclosing on a $1.1 million loan and auctioning off
the church.

The Debtor estimated both assets and debts of between $1 million
and $10 million.

The church is being represented by the Boston firm Ropes &
Gray LLP, which is also working for free.


COMMONWEALTH GROUP: Disclosure Statement Hearing Thursday
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
Northern Division, will convene a hearing on April 4, 2013, at
10:00 a.m., to consider the adequacy of the disclosure statement
explaining Commonwealth Group - Mocksville Partners, LP's Plan of
Reorganization.

Also to be heard on the hearing are objections to the Disclosure
Statement raised by the U.S. Trustee and lender PNC Bank, National
Association, as successor by merger to National City Bank.

The U.S. Trustee objected to the Disclosure Statement complaining
that it lacked adequate information on the Debtor's financial
information, the adequate protection payments to be made during
the bankruptcy, the nature of the tenant's leases, and any
information on preferences to be pursued.

PNC Bank complained that the Disclosure Statement failed to
provide an explanation for the circumstances giving rise to the
bankruptcy filing, failed to adequately disclose potential
payments to insiders and relationships to affiliates, fails to
specify administrative expenses that will be paid, does not
disclose or value potentially avoidable prepetition transfers from
the Debtor to an affiliate and insider, fails to analyze the
collectability of accounts receivable, and does not disclose what
happened to prepetition funds derived from the property rents.

Under the Plan, holders of unsecured claims less than $1,000 will
be paid on the effective date of the Plan.  Holders of unsecured
claims exceeding $1,000 and the Davis County secured claim will be
paid in equal monthly installments, beginning on the effective of
the Plan, with a final payment of the balance owing on the second
anniversary of the effective date.  Equity interest holders will
retain their interests.

The Debtor proposes to pay allowed claims in full, with interest,
from its operation of Mocksville Town Commons Shopping Center.
The Secured Claim of PNC Bank will be reduced by a $140,000
principal payment.  Monthly payments of $37,109 will be made
beginning on the first month after the effective date of the plan.

                     About Commonwealth Group

Commonwealth Group-Mocksville Partners, LP, filed a Chapter 11
petition (Bankr. E.D. Tenn. Case No. 12-34319) on Oct. 25, 2012,
in Knoxville, Tennessee.  The Debtor disclosed $11,391,578 in
assets and $22,668,998 in liabilities in its amended schedules.
Commonwealth Group owns a retail center and adjacent undeveloped
land in Davie County, North Carolina.

Judge Richard Stair Jr. presides over the case.  Maurice K. Guinn,
Esq., at Gentry, Tipton & McLemore P.C., serves as counsel.  The
petition was signed by Milton Turner, chief manager and general
partner.


CUMULUS MEDIA: Hannan Assumes Principal Accounting Officer Role
---------------------------------------------------------------
Linda Hill, vice president, corporate controller and chief
accounting officer, is no longer an employee of Cumulus Media Inc.
effective March 22, 2013.  J.P. Hannan, senior vice president,
treasurer and chief financial officer, has assumed the
responsibilities of principal accounting officer for the Company.

                         About Cumulus Media

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

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

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

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

                           *     *     *

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

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

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


CYPRESS OF TAMPA: Plan Mulls Giveback to CRH for Funding
--------------------------------------------------------
The Cypress of Tampa LLC, and The Cypress of Tampa II LLC, propose
a Plan of Liquidation dated Feb. 18, 2013, that contemplates a
consensual "giveback" to Cypress Retail Holdings, LLC of the
transferred property in exchange for CRH providing (a) full
satisfaction of all of CRH's claims against the Debtors and their
respective estates well as the assumption of certain liabilities,
(b) a pot of money derived from the carve-out of CRH's cash
collateral in the amount of $100,000 from which distributions to
certain Administrative Claimants and other Unsecured Creditors
will be made, and (c) a complete release of any and all claims and
causes of Action among CRH, the Debtors, and the Insiders.

According to the explanatory Disclosure Statement the Plan also
includes a "non-debtor release" of the Insiders by all other
creditors in exchange for a waiver of the insiders' rights to
distributions under the Plan, which will significantly increase
the pro rata share other Unsecured Creditors will receive under
the Plan.

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

The Debtors seek approval of a plan support agreement with CRH
which provides for lender's consent to the use of cash collateral
coupled with its consensual support of a proposed chapter 11 Plan.

The PSA will:

   a) resolve any claims and controversies between the Debtors and
      CRH regarding the use of cash collateral without the need
      for additional hearing or litigation;

   b) provide a framework of a consensual Plan that will be
      formulated and promptly filed;

   c) secure the lender's support for that Plan if proposed by the
      Debtors;

   d) resolve all claims and controversies asserted in the state
      court action; and

   e) provide a timeline for the successful conclusion of these
      Chapter 11 cases and the disposition of the Debtors' primary
      assets in a manner that will provide the greatest value to
      creditors.

A copy of the Plan Support Agreement is available at

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

                      About Cypress of Tampa

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

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


DEMCO INC: Court Extends Exclusive Plan Filing Period Until Aug. 5
------------------------------------------------------------------
The Hon. Michael J. Kaplan of the U.S. Bankruptcy Court for the
Western District of New York granted Demco, Inc., an extension of
the exclusive periods to file a plan of reorganization until Aug.
5, 2013, and solicit acceptances of that plan until Oct. 2, 2013.

In a filing dated March 11, 2013, the Debtor said that terminating
the exclusivity periods before the Debtor has an adequate
opportunity to resolve key issues affecting any proposed plan of
reorganization will frustrate the purpose of Bankruptcy Code
Section 1121.

The Debtor said that it has substantially scaled back its
operations as of the Filing, due to a shortage of cash flow and a
need to restructure its business.  As a part of this
restructuring, the Debtor undertook to assume and assign certain
contracts which it could not itself complete at the time, but
which could be completed profitably by others with the current
resources needed to do so.  The Debtor also rejected or consented
to the rejection of certain contracts which could not be
profitably completed, as originally bid, due to changes in the
market for recyclable scrap.

To reduce costs, the Debtor rejected its non-residential real
property leases for locations on Abbott Road in Buffalo, New York
and on Land Oak Road in Knoxville, Tennessee.

As of the filing of the Chapter 11 petition, the Debtor obtained
authorization to use cash collateral subject to liens of its
principal secured creditor, First Niagara Bank, N.A.  The use of
cash has been extended from time to time, with the consent of
First Niagara.

Working with First Niagara, the Debtor has sought to shrink its
existing inventory of equipment and to use the proceeds to pay
down its secured debt to First Niagara and to various equipment
lenders and lessors.  The Debtor has filed three motions seeking
to sell certain equipment and vehicles which were no longer needed
by the Debtor for not less than minimum prices.  The first two
equipment sales were already approved by the Court.

On Feb. 27, 2013, the Debtor filed a motion seeking authorization
to obtain up to $500,000 in DIP financing from National
Environmental Safety Company, Inc., which financing would enable
the Debtor to start work on new demolition and related projects.

The Debtor is also engaged in ongoing discussions regarding
potential recapitalization of the Debtor's business through either
new investments in the business or additional financing for the
business.

                         About Demco Inc.

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

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

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

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


DIALOGIC INC: Incurs $37.7 Million Net Loss in 2012
---------------------------------------------------
Dialogic Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$37.77 million on $159.96 million of total revenue for the year
ended Dec. 31, 2012, as compared with a net loss of $54.81 million
on $198.08 million of total revenue during the prior 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.

                        Bankruptcy Warning

"If future covenant or other defaults occur under the Term Loan
Agreement or under the Revolving Credit Agreement (the "Revolving
Credit Agreement") with Wells Fargo Foothill Canada ULC (the
"Revolving Credit Lender"), the Company does not anticipate having
sufficient cash and cash equivalents to repay the debt under these
agreements should it be accelerated and would be forced to
restructure these agreements and/or seek alternative sources of
financing.  There can be no assurances that restructuring of the
debt or alternative financing will be available on acceptable
terms or at all.  In the event of an acceleration of the Company's
obligations under the Revolving Credit Agreement or Term Loan
Agreement and the Company's failure to pay the amounts that would
then become due, the Revolving Credit Lender and Term Loan Lenders
could seek to foreclose on the Company's assets, as a result of
which the Company would likely need to seek protection under the
provisions of the U.S. Bankruptcy Code and/or its affiliates might
be required to seek protection under the provisions of applicable
bankruptcy codes."

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

                        http://is.gd/zP4iRn

       Has Until April 15 to Comply with Market Value Rule

As previously disclosed, the Company received a Staff
Determination Letter from the Listing Qualifications Department of
The NASDAQ Stock Market on Dec. 26, 2012, notifying the Company
that it had not regained compliance with NASDAQ Listing Rule
5810(c)(3)(D) and that the Company's securities would be scheduled
for delisting from The NASDAQ Global Market and would be suspended
at the opening of business on Jan. 4, 2013, unless the Company
requested an appeal of Staff's decision to the Hearings Panel, in
accordance with the procedures set forth in the NASDAQ Listing
Rule 5800 Series.  Accordingly, the Company requested a hearing
before the Panel; and appeared before the Panel at a hearing on
March 7, 2013.

On March 15, 2013, the Panel rendered its decision and allowed the
Company to continue to be listed on The NASDAQ Global Market,
subject to the condition that, on or before April 15, 2013, the
Company demonstrates to the Panel that it had regained compliance
with the Market Value Rule.  There can be no assurance that the
Company will be able to regain compliance with the Market Value
Rule before April 15, 2013, or that it will be able to obtain a
further extension from the Panel if it had not regained compliance
by that date.

As previously disclosed, a wholly owned subsidiary of Dialogic
entered into a Third Amendment to the Third Amended and Restated
Credit Agreement with Obsidian, LLC, as agent and collateral
agent, and Special Value Expansion Fund, LLC, Special Value
Opportunities Fund, LLC, and Tennenbaum Opportunities Partners V,
LP., as lenders.  In connection with the Third Amendment, the
Company entered into a Subscription Agreement with the Term
Lenders dated Feb. 7, 2013, whereby the Company agreed to issue to
the Term Lenders an amount of common stock equal to the market
value of 10.0% of the outstanding shares of the Company based on
the closing bid price immediately prior to that issuance as set
out in the Subscription Agreement.  On Feb. 7, 2013, a total of
1,442,172 shares of common stock were issued to the Term Lenders
under the terms of the Subscription Agreement.

Mr. Rajineesh Vig, a partner at an entity affiliated with the Term
Lenders, is a member of the Company's board of directors.  As
such, absent shareholder approval, the Staff determined that
Company's issuance of the Shares in connection with the Agreement
violated the shareholder approval rules under NASDAQ Listing Rule
5635(c).

On March 1, 2013, the Company entered into a lockup agreement with
the Term Lenders whereby the Term Loan Lenders agreed, for a
period commencing on March 7, 2013, and ending on the date that
the stockholders of the Company approve the issuance of the Shares
to the Term Lenders pursuant to the Subscription Agreement, not
sell or otherwise dispose of any of the Shares, or vote or grant
any proxy with respect to any of the Shares at any meeting of
stockholders or by written consent for any purpose or action
during the Lock-Up Period.

Pursuant to the Lock-Up Agreement, the Company also agreed that,
during the Lock-Up Period, the Company will not declare any
dividends or make any distributions to the Term Loan Lenders with
respect to the Shares.

On March 19, 2013, the Staff notified the Company that, based on
this corrective action, the Company had regained compliance with
the Rule and that the matter was now closed.

                          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.


DUNLAP OIL: Court Approves Disclosures; Plan Hearing on April 17
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has approved
the disclosure statement explaining Dunlap Oil Company, Inc., and
Quail Hollow Inn, LLC's First Amended Plan of Reorganization and
has set the initial confirmation hearing for April 17, 2013, at
10:30 a.m.  Ballots are due by April 15.  Objections to the
confirmation of the Plan are due by April 10.

Under the First Amended Plan, Class 3(b) Claims, consisting of all
general unsecured claims other than deficiency claims and related
parties unsecured claims, will be entitled to semi-annual pro rata
share of the "unsecured distribution amount" for a period of five
years after the Effective Date.  Class 3(c) Related Parties
Unsecured Claims will be deemed waived and released as against the
Debtors as a component of the contributions by the current equity
security interest holders under the Plan, and the Related Parties
will not receive any payment on account of Class 3(c) Related
Parties Unsecured Claims.

Secured tax claims on properties retained by the Debtor under the
Plan, classified as Class 1(a) Claims, will be paid in full over a
period not exceeding five years.  Allowed Class 1(a) Secured Tax
Claims will be allowed in the principal amount of the tax due as
of the Petition Date, with interest at the applicable statutory
rate, and applicable penalties.  Holders of secured tax claims on
properties returned to secured creditors under the Plan will
retain their liens on any assets of the Debtors that serve as
security for repayment of Allowed Class 1(b) Secured Tax Claims.

Allowed Class 2 Secured Claims will be satisfied through a
combination of the return of Collateral to the respective secured
creditors and a restructured payment of the remaining balance as
either a Class 2 Allowed Secured Claim or a Class 3(a) Unsecured
Deficiency Claim.  Holders of Allowed Class 2 Secured Claims will
retain their liens on the Collateral that serves as security for
repayment of Allowed Class 2 Claims.

The shareholders of DOC will retain their equity security
interests in DOC.  The membership interests of the QHI members
will be terminated and QHI will be dissolved following the sale or
transfer of the Hotel to Pineda pursuant to the Plan.

A full-text copy of the Disclosure Statement dated March 8, 2013,
is available for free at http://bankrupt.com/misc/DUNLAPds0308.pdf

           About Dunlap Oil Company and Quail Hollow Inn

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

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

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

The petitions were signed by Theodore Dunlap, president.

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

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


EAST END: 21 Water Wants Case Dismissal, Citing Bad Faith Filing
----------------------------------------------------------------
The Hon. Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York will hold on April 2, 2013 at
2:00 p.m., a hearing on a motion seeking the dismissal of East End
Development LLC's bankruptcy case.

On March 11, 2013, 21 Water Street Holdings, Inc., a 50% interest
holder of the Debtor, sought the dismissal of the Debtor's case,
citing bad faith filing.  According to 21 Water, the filing was
intentionally crafted to avoid providing any notice of the instant
Chapter 11 filing to 21 Water.

21 Water stated that, among other things, the Debtor wasn't
authorized to file for Chapter 11 bankruptcy relief because its
operating agreement required the prior consent of a majority of
its membership interests which the Debtor admittedly failed to
obtain.

21 Water is represented by:

      KRISS & FEUERSTEIN LLP
      David S. Kriss, Esq.
      360 Lexington Avenue
      Suite 1200
      New York, New York 10017
      Tel: (212) 661-2900
      E-mail: dkriss@kandfllp.com

                    About East End Development

East End Development, LLC, the owner of a 90% completed
condominium in Sag Harbor, New York, filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-76181) in Central Islip, New York, on
Oct. 12, 2012.  Klestadt & Winters LLP represents the Debtor in
its restructuring efforts.  Edifice Real Estate Partners, LLC
serves as its construction consultant.  The Debtor disclosed
$27,300,207 in assets and $35,344,416 in liabilities in its
schedules.


EL FARMER: Access to Banco Popular Cash Collateral Denied
---------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico has denied El Farmer Inc's request to use
cash collateral.  The Debtor failed to submit operating budgets
and provide a detail of the proposed usage of the funds.

As reported by the Troubled Company Reporter on March 5, 2013, the
Debtor sought court authorization of a stipulation authorizing the
use of Banco Popular de Puerto Rico's cash collateral until
April 30, 2013.  The Debtor's indebtedness to Banco Popular de
Puerto as of the filing date is $11,694,429.  BPPR holds and
controls a commercial account into which all accounts receivables
of the Debtor are deposited by the Debtor's principal client,
Suiza Dairy, Inc.  The Debtor and the Bank have agreed on the
Debtor's continued use of cash collateral.

El Farmer Inc. filed a Chapter 11 petition (Bankr. D.P.R. Case No.
12-09687) in Old San Juan, Puerto Rico on Dec. 7, 2012.  The
Debtor scheduled $18.3 million in assets and $12.0 million in
liabilities, including $11.0 million owed to secured creditor
Banco Popular De Puerto Rico.  The Debtor owns farm lands in
Isabela, Puerto Rico.


ELPIDA MEMORY: Unsecured Creditors Appeal Micron-Backed Plan
------------------------------------------------------------
Micron Technology, Inc. on March 29 noted that certain unsecured
creditors of Elpida Memory Inc. filed appeals in Tokyo on Friday,
March 29, of the Tokyo District Court's February 28 order
approving Elpida's plan of reorganization.  Elpida's
reorganization plan calls for Micron to sponsor Elpida's
reorganization under which Elpida will become a wholly-owned
subsidiary of Micron.  The Tokyo District Court's approval
followed an Elpida creditor vote, concluded on February 26, in
which the creditors voted overwhelmingly to approve the
reorganization plan.

"Elpida trustees and the court ran a very thorough and competitive
sponsor selection process before selecting Micron as the sponsor,"
said Micron CEO Mark Durcan.  "Their decision and plan of
reorganization was confirmed by the successful vote of the
creditors in February.  We are confident the Tokyo District
Court's approval of Elpida's reorganization plan will be upheld."

The closing of the transaction remains subject to the satisfaction
or waiver of certain conditions -- including finalization of the
Tokyo District Court's approval order under Japanese bankruptcy
rules and recognition of Elpida's reorganization plan by the
United States Bankruptcy Court for the District of Delaware (or
the completion or implementation of alternative actions providing
a substantially similar effect).  It is estimated the appeal
process of the Tokyo District Court's approval order will take
approximately three to four months.

                           About Micron

Micron Technology, Inc. -- http://www.micron.com-- is a provider
of advanced semiconductor solutions.  Through its worldwide
operations, Micron manufactures and markets a full range of DRAM,
NAND and NOR flash memory, as well as other innovative memory
technologies, packaging solutions and semiconductor systems for
use in leading-edge computing, consumer, networking, embedded and
mobile products.

                       About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.

Micron Technology, Inc. on Feb. 28 announced the Tokyo District
Court's issuance of an order approving Elpida Memory Inc.'s plan
of reorganization.  Elpida's plan of reorganization calls for
Micron to sponsor Elpida's reorganization under which Elpida will
become a wholly owned subsidiary of Micron.  The Tokyo District
Court's approval follows an Elpida creditor vote, concluded on
Feb. 26, in which the creditors voted to approve the
reorganization plan.


EMISPHERE TECHNOLOGIES: Still in Default of MHR Convertible Notes
-----------------------------------------------------------------
Emisphere Technologies, Inc. on March 28 disclosed that as of
September 27, 2012, the Company is in default under the terms of
the 11% senior secured convertible notes issued to MHR Fund
Management LLC and certain of its affiliates.  The default is the
result of the Company's failure to pay MHR approximately $30.5
million in principal and interest due and payable on September 26,
2012 under the terms of the MHR Convertible Notes.  The MHR
Convertible Notes are secured by a first priority lien in favor of
MHR on substantially all of the Company's assets.  The Company
continues to be in default under the terms of the MHR Convertible
Notes and, as a result of such default, MHR has the ability at any
time to foreclose on substantially all of the Company's assets.
On October 4, 2012, the Company received notice from MHR that, as
a result of the payment default, the default interest rate of 13%
per annum will apply with respect to the MHR Convertible Notes,
effective as of September 27, 2012.  To date, MHR has not demanded
payment under the MHR Convertible Notes or exercised its rights to
foreclose on the Company's assets as a result of the default, and
has continued discussions with the Company regarding proposals
relating to the default while reserving all of its rights under
the terms of the MHR Convertible Notes and related documents
securing the Company's obligations under the MHR Convertible
Notes.  No assurances can be given as to the outcome of such
discussions.

As of September 27, 2012, the Company is also in default under the
terms of certain non-interest bearing promissory notes in the
aggregate principal amount of $600,000 issued to MHR on June 8,
2010.  The default is the result of the Company's failure to pay
to MHR $600,000 in principal due and payable on September 26, 2012
under the terms of the 2010 MHR Notes.  As with the MHR
Convertible Notes, MHR has not demanded payment under the 2010 MHR
Notes, and has continued discussions with the Company regarding
proposals relating to the 2010 MHR Notes and the Company's default
thereunder while reserving all of its rights under the 2010 MHR
Notes.  There can be no assurances as to the outcome of such
discussions.

On October 17, 2012, the Company issued promissory to MHR
Institutional Partners IIA LP, MHR Institutional Partners II LP,
MHR Capital Partners Master Account LP, and MHR Capital Partners
(100) LP in the principal amount of $1,400,000.  The Bridge Notes
are secured by a first priority lien on substantially all of our
assets, and are payable on demand. As of the date hereof, MHR has
not demanded payment under the Bridge Notes.

As of December 31, 2012, the aggregate book value of MHR
Convertible Notes, the 2010 MHR Notes, and the Bridge Notes,
including outstanding principal and interest, was $33.6 million.

In December 2012, the Company received $1.5 million by
participating in the Technology Business Tax Certificate Transfer
Program, sponsored by the New Jersey Economic Development
Authority.  The Company anticipates that it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.  As such, the Company
anticipates that its existing capital resources will enable it to
continue operations through approximately April 15, 2013, or
earlier if unforeseen events or circumstances arise that
negatively affect its liquidity.

Further, the Company does not have sufficient resources to develop
fully any new products or technologies unless it is able to raise
substantial additional financing on acceptable terms or secure
funds from new or existing partners.  The Company cannot assure
that financing will be available on favorable terms or at all.
Additionally, these conditions may increase the cost to raise
capital. If additional capital is raised through the sale of
equity or convertible debt securities, the issuance of such
securities would result in dilution to its existing stockholders.

While the Company's plan is to raise capital and/or to pursue
partnering opportunities, it cannot be sure that its plans will be
successful.  If the Company fails to raise additional capital or
obtain substantial cash inflows from existing or new partners
prior to April 15, 2013, or if MHR demands payment under the terms
of the MHR Convertible Notes, the 2010 MHR Notes or the Bridge
Notes or exercises its rights to foreclose on the Company's assets
as a result of the defaults, the Company could be forced to cease
operations.  These conditions raise substantial doubt about our
ability to continue as a going concern.  Consequently, the audit
reports prepared by our independent registered public accounting
firm relating to its financial statements for the years ended
December 31, 2012, 2011 and 2010 include an explanatory paragraph
expressing the substantial doubt about its ability to continue as
a going concern.  The Company is pursuing several courses of
action to address its deficiency in capital resources including
discussions with MHR, commercialization of its Eligen Oral B12
product, leveraging existing partnerships, and capital markets
financings.

The Company on March 28 reported financial results for the fourth
quarter and year ended December 31, 2012.  The Company plans to
host a conference call in the future to provide a Company-wide
update on the status of the business.

               Fourth Quarter 2012 Financial Results

Emisphere reported net income of $0.6 million, or $0.01 per basic
and diluted share for the quarter ended December 31, 2012,
compared to a net income of $19.8 million, or $0.33 per basic and
$0.30 diluted share for the quarter ended December 31, 2011.

The Company reported a fourth quarter 2012 operating loss of $2.2
million, compared to an operating loss of $2.3 million for the
same period in 2011.

         Year Ending December 31, 2012 Financial Results

Emisphere reported a net loss of $1.9 million or $0.03 per basic
and diluted share, for the year ended December 31, 2012, compared
to a net income of $15.1 million, or $0.27 per basic and $0.25 per
diluted share for the year ended December 31, 2011.

                           Liquidity

As of December 31, 2012, the Company had approximately $1.5
million in cash, a net decrease of $1.6 million from December 31,
2011, approximately $34.7 million in working capital deficiency, a
stockholders' deficit of approximately $66.1 million and an
accumulated deficit of approximately $467.8 million.

The disclosure was made in the Company's earnings release for the
fourth quarter and year ended December 31, 2012, a copy of which
is available for free at http://is.gd/72IweW

                         About Emisphere

Cedar Knolls, N.J.-based Emisphere Technologies, Inc., is a
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules or nutritional supplements using
its Eligen(R) Technology.  These molecules are currently available
or are under development.

The Company's balance sheet at Sept. 30, 2012, showed
$1.29 million in total assets, $68.14 million in total liabilities
and a $66.85 million total stockholders' deficit.

McGladrey and Pullen, LLP, in New York City, expressed substantial
doubt about Emisphere'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 its total
liabilities exceed its total assets.


EXCEL MARITIME: In Advanced Restructuring Talks with Lenders
------------------------------------------------------------
Excel Maritime Carriers Ltd. on March 28 disclosed that the
Company is currently in advanced restructuring discussions with
its lenders under its syndicated credit facility, dated as of
April 14, 2008, which include amended amortization schedules and
extension of the facility's maturity.  While such discussions
continue, the Syndicate Lenders have agreed to forbear from
exercising their rights in connection with the principal
installments that have become due in the current fiscal year,
through April 30, 2013.  The Company's access to the escrowed
funds to fund its equity raising commitment has been similarly
extended to April 30, 2013.  The Company is in similar discussions
with its lenders under its bilateral credit facilities. To date,
the Company has not obtained a forbearance from its lenders with
respect to other, non-payment related, defaults under its
syndicated and bilateral credit facilities.  There can be no
assurance that the Company will be able to reach an agreement with
its lenders and other creditors on such restructuring.  Also, the
ultimate accounting impact of the restructuring is unknown and
will be determined once an agreement on the final terms of such
restructuring has been reached.

In addition, three of the vessels that were employed on bareboat
charter have been redelivered to their respective owners for an
amount of up to $6.0 million payable in cash or in stock up to
December 2017, in the latter case at the market price on the date
of the stock's issuance in 2017.  The remaining four vessels that
were employed on bareboat charter have been redelivered to their
respective owners, with the claims of the parties being the
subject of arbitration.

The disclosure was made in the Company's earnings release for the
second half and year Ended December 31, 2012, a copy of which is
available for free at http://is.gd/9X6UJo

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since September 15, 2005 on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.


FIRST SECURITY: Stock to Transfer Trading to NASDAQ Capital
-----------------------------------------------------------
First Security Group, Inc., received notice from the Hearings
Panel of The NASDAQ Stock Market of the Hearings Panel's non-
objection to the Company's request to transfer the listing of its
common stock from the NASDAQ Global Select Market to the NASDAQ
Capital Market, effective at the opening of the market on Tuesday,
March 26, 2013.  Under the terms of the letter received from the
Hearings Panel, the Company's common stock will continue to be
listed on the NASDAQ Capital Market after March 26, 2013, subject
to the following conditions:

   1. The Company demonstrates to the satisfaction of NASDAQ
      Listing Qualification Staff that the Company complied with
      all applicable NASDAQ Capital Market continued listing
      standards as of March 26, 2013; and

   2. NASDAQ Listing Qualification Staff approves the Company's
      application for listing on the NASDAQ Capital Market within
      seven days of the transfer.

The Company believes it meets all applicable continued listing
standards and that its application for listing will be approved.
The NASDAQ Capital Market is one of the three markets for NASDAQ-
listed stock and operates in substantially the same manner as the
NASDAQ Global Select Market.  Companies listed on the NASDAQ
Capital Market must meet certain financial requirements and adhere
to NASDAQ's corporate governance standards.  The Company's common
stock will continue to be traded under the symbol "FSGI."

                          Director Quits

Director Ralph L. Kendall resigned from the Board of First
Security, effective March 19, 2013, acknowledging the execution of
definitive agreements to recapitalize the Company and his move to
a retirement community in Texas to be closer to his children.  Mr.
Kendall's resignation letter does not indicate any disagreements
with First Security's operations, policies or practices.

The Board thanks Mr. Kendall for his service to the Company,
particularly his perseverance through the Company's strategic re-
engineering over the last 18 months.

No successor to Mr. Kendall has been elected at this time.  In
light of the pending recapitalization, First Security currently
does not anticipate replacing Mr. Kendall on its Board of
Directors.

               Amendment to Articles of Incorporation

The Board of Directors of the Company adopted an amendment to the
bylaws of the Company in order to protect the ability of the
Company to recognize the tax benefits of the Company's net
operating losses.  The Bylaw Amendment provides that any attempted
transfer of the Company's securities will be void if the transfer
would result in a person or group owning 4.9% or more of the
Company's then-outstanding stock or would increase the percentage
ownership interest of a 4.9-percent Stockholder.  These transfer
restrictions are subject to certain exceptions, including an
exception for transfers approved by the Company's Board of
Directors and issuances by the Company.  The transfer restrictions
apply to transfers, or agreements to make transfers, made or
entered into between March 20, 2013, and such date as to be
determined by the Board of Directors in accordance with the Bylaw
Amendment.  Under Tennessee law, the transfer restrictions
contained in the Bylaw Amendment only apply to shares of the
Company's stock issued by the Company after March 20, 2013.

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $1.11
billion in total assets, $1.07 billion in total liabilities and
$44.72 million in total shareholders' equity.


FRIENDSHIP DAIRIES: Disclosure Statement Hearing Set for April 11
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Amarillo Division, will convene a hearing on April 11, 2013, at
1:30 p.m., to consider the adequacy of the disclosure statement
explaining Friendship Dairies' Chapter 11 plan of reorganization.

The Plan contemplates 18 classes of claimants: administrative and
priority claims accounting for three classes, secured creditors
accounting for 9 classes, unsecured creditors accounting for three
classes, equity holders accounting for one class, and contingent
claims accounting for two classes.

The Plan provides for payments to secured creditors on an
amortized basis corresponding to either: (a) agreements negotiated
between Friendship Dairies and the claimant or (b) terms and
conditions currently available in the financial marketplace for
loans of similar size, collateral type, and valuation ratios.
Administrative claims, priority claims, and unsecured claims are
paid from cash flow as funds become available from Friendship
Dairies' operations.  Provisions are made for the payment of
contingent claims if, or when, any such claims materialize.
Equity holders retain their current interest in Friendship
Dairies.

The core feature providing for the implementation of Friendship
Dairies' Plan is the conversion of its dairy herd from one
consisting of approximately 6,100 milk cows, 3,500 heifers, and
1,500 calves (total head approximately 11,200) to one milking
approximately 7,500 head, with approximately 675 heifers, and
1,400 calves (total head approximately 9,600).  At the
commencement of the herd conversion process, Friendship Dairies
will sell a substantial portion of its calves and most of its
young heifers.  The remainder of its calves will be sold over
several months.  The cash produced by these sales will be used to
purchase replacement heifers as needed based on the numbers of
springing heifers calving each month from the current dairy herd.
During the conversion process, Friendship Dairies should have
between approximately $400,000 (Months 3 and 4) and approximately
$1,000,000 (Month 6 onward) in extra working capital to help it
withstand unexpected cash flow demands occurring during this time.

A full-text copy of the Disclosure Statement dated March 7 is
available for free at:

           http://bankrupt.com/misc/FRIENDSHIPds0307.pdf

                     About Friendship Dairies

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

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

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

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


FRONTIER COMMUNICATIONS: Fitch Rates $750MM Sr. Unsec. Debt 'BB+'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Frontier
Communications Corporation's (NYSE: FTR) offering of $750 million
of 7 5/8% senior unsecured debt due in 2024. Net proceeds from the
offering, combined with existing cash on the balance sheet, are
expected to be used to repay existing debt. Frontier's Issuer
Default Rating (IDR) is 'BB+' and the Rating Outlook is Negative.

KEY RATING DRIVERS

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

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

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

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

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

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

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

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

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

RATING SENSITIVITIES

Considerations for a Downgrade:

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

Considerations for a Stable Rating Outlook:

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


FRONTIER COMMUNICATIONS: S&P Rates $500MM Sr. Notes Due 2024 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to Stamford, Conn.-based incumbent
local exchange carrier (ILEC) Frontier Communications Corp.'s
proposed $500 million senior notes due 2024.  The '3' recovery
rating indicates expectations for meaningful (50% to 70%) recovery
in the event of payment default.  The company intends to use the
net proceeds to repay debt.

The 'BB-' corporate credit rating and stable outlook on Frontier
remain unchanged.  Pro forma for this transaction, and a recent
debt maturity, leverage was slightly below 4x for 2012, but S&P
expects it to be above 4x for 2013, given that S&P thinks a low-
to mid-single-digit decline in EBITDA is likely.  This leverage
metric, coupled with the company's substantial dividend payout
policy, supports S&P's assessment of the company's financial risk
profile as "aggressive".  S&P considers the company's business
risk profile to be "weak," due to stiff competition from the
incumbent cable operators, which are bundling telephone with high-
speed data (HSD) and video services and increasingly targeting
smaller business customers.  Wireless substitution remains a
consistent pressure on the residential business, as well.

RATINGS LIST

Frontier Communications Corp.
Corporate Credit Rating                        BB-/Stable/--

New Rating

Frontier Communications Corp.
$500 Mil. Senior Unsecured Notes Due 2024       BB-
   Recovery Rating                               3


HANDY HARDWARE: Committee Taps PwC, Lowenstein & Rosner Firms
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Handy Hardware Wholesale, Inc., sought and
obtained court permission to retain PricewaterhouseCooopers as its
financial advisor, Lowenstein Sandler LLP as its counsel, and The
Rosner Law Group LLC as its Delaware counsel.

As financial advisor, PricewaterhouseCoopers' professional
services will include:

   (a) The review of all financial information prepared by the
       Debtor or its consultants as requested by the Committee
       including, but not limited to, a review of Debtor's
       schedules of assets and liabilities, statements of
       financial affairs, monthly operating reports, business
       plans and financial projections;

   (b) Monitoring of the Debtor's activities regarding cash
       expenditures, receivable collections, asset sales and
       projected cash requirements;

   (c) Attendance at meetings including the Committee, the Debtor,
       creditors, their attorneys and consultants, and Federal and
       state authorities, if required;

   (d) Review of Debtor's periodic operating and cash flow
       statements and assisting the Committee in reviewing the
       Debtor's budget and expenses;

   (e) Review of Debtor's books and records for related party
       transactions, potential preferences, fraudulent
       conveyances, and other potential prepetition
       investigations;

   (f) Any investigation that may be undertaken with respect to
       the prepetition acts, conduct, property, liabilities, and
       financial condition of the Debtor, its management,
       creditors including the operation of their businesses, and,
       as appropriate, avoidance actions;

   (g) Review and analysis of proposed transactions for which the
       Debtor seeks Court approval;

   (h) Advising the Committee with regard to the Debtor's real
       property and or leasehold interests;

   (i) Assistance in a sale process of the Debtor collectively or
       in segments, parts or other delineations, if required;

   (j) Assisting the Committee in reviewing and analyzing actual
       and potential claims;

   (k) Assisting the Committee in evaluating employee compensation
       and benefit issues and claims, including potential
       severance, bonus, health care and vacation;

   (l) Assist the Committee in developing, evaluating, structuring
       and negotiating the terms and conditions of a plan of
       reorganization including modeling creditor recoveries,
       contacting potential plan sponsors and contacting parties
       who may be interested in bidding on the business, as
       appropriate;

   (m) Analyze the material tax consequences of alternative
       restructuring plans of reorganization, including the
       effects of available tax elections and considerations
       regarding net operating losses;

   (n) Advising the Committee with regard to PwC's review of the
       Debtor's operations and potential cost reduction plans;

   (o) Provide expert testimony on the results of PwC's findings;

   (p) Provide the Committee with other and further financial
       advisory services with respect to the Debtor, including
       valuation, general restructuring and advice with respect to
       financial, business and economic issues, as may arise
       during the course of the restructuring as requested by the
       Committee.

PricewaterhouseCoopers' hourly billing rates are:

     Partner/Principal              $790
     Director/Senior Manager        $560
     Manager                        $435
     Senior Associate               $360
     Associate                      $305
     Secretarial                    $110

PwC's fees to be allowed will be subject to a $50,000 "rolling"
monthly cumulative fee cap, with partial months prorated,
exclusive of reasonable costs and expenses, for the period
January 28, 2013, and the earliest to occur of the effective date
of a confirmed plan of reorganization, dismissal of the Chapter 11
case, and the conversion of the Chapter 11 case to a Chapter 11
case.

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

                        Counsels' Services

As counsels, the professional services that Lowenstein Sandler and
The Rosner Law Firm will provide to the Committee include, but are
not limited to:

   a. providing legal advice as necessary with respect to the
      Committee's powers and duties as an official committee
      appointed under section 1102 of the Bankruptcy Code;

   b. assisting the Committee in investigating the acts, conduct,
      assets, liabilities, and financial condition of the Debtor,
      the operation of the Debtor's business, potential claims,
      and any other matters relevant to the case, to the sale of
      assets and/or to the formulation of a plan of
      reorganization;

   c. participating in the formulation of a Plan;

   d. providing legal advice as necessary with respect to any
      disclosure statement and Plan filed in this Chapter 11 Case
      and with respect to the process for approving or
      disapproving a disclosure statement and confirming or
      denying confirmation of a Plan;

   e. preparing on behalf of the Committee, as necessary,
      applications, motions, complaints, answers, orders,
      agreements and other legal papers;

   f. appearing in Court to present necessary motions,
      applications, and pleadings, and otherwise protecting the
      interests of those represented by the Committee;

   g. assisting the Committee in requesting the appointment of a
      trustee or examiner, should such action be necessary; and

   h. performing such other legal services as may be required
      and that are in the best interests of the Committee and
      creditors.

Both law firms will take care not to duplicate each others'
services.

Lowenstein Sandler's current hourly rates are:

   Partners of the Firm                                $475 - $945
   Counsel (generally 6 or more years experience)      $385 - $685
   Associates (generally less than 6 years experience) $250 - $495
   Paralegals and Assistants                           $155 - $260

The principal professionals and paraprofessionals of The Rosner
Law Firm designated to represent the Committee and the discounted
hourly rates they will charge are:

   Frederick B. Rosner             $325
   Scott Leonhardt                 $275
   Julia Klein                     $250
   Katharina Earle (paralegal)     $150
   Frederick Sassler (paralegal)   $150

Lowenstein Sandler and The Rosner Law Firm also attest they are
"disinterested persons" as that term is defined in section 101(14)
of the Bankruptcy Code.

                     About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

Bankruptcy Judge Mary F. Walrath oversees the case.  Lawyers at
Ashby & Geddes, P.A., serve as the Debtor's counsel.  MCA
Financial serves as financial advisor.  Donlin Recano serves as
claims and noticing agent.

A seven-member official committee of unsecured creditors has been
appointed in the case.


HANDY HARDWARE: Can Hire Haynes & Boone as Special Counsel
----------------------------------------------------------
Handy Hardware Wholesale, Inc., sought and obtained court
permission to employ Haynes and Boone LLP as special counsel.

Prior to the Debtor's bankruptcy filing, Haynes and Boone
represented the Debtor for approximately one year in connection
with various matters, including, but not limited to, the
Debtor's restructuring efforts and preparation to seek relief
under the Bankruptcy Code.  Although Haynes and Boone no longer
serves as the Debtor's reorganization counsel, Haynes and Boone
continues to represent the Debtor in certain litigation unrelated
to the Chapter 11 case, including: collection matters and
preference defense matters.  In addition, prior to the Petition
Date, Haynes and Boone provided extensive advice to the Debtor
concerning various labor laws and other labor and employment
matters.  Finally, Haynes and Boone has the requisite expertise to
advise the Debtor on corporate, finance and Texas real estate
matters that are likely to arise during the pendency of the
case including, but not limited to, general corporate governance
issues, tax and securities matters and plan-related corporate,
finance and real estate issues.

Thus, as special counsel, Haynes and Boone will be:

   a. representing the Debtor in connection with the Current
      Litigation matters, which are unrelated to the Chapter 11
      case;

   b. representing the Debtor in connection with Labor and
      Employment Matters, if any;

   c. providing general corporate governance advice, including but
      not limited to advice regarding plan-related corporate
      issues, tax and securities matters;

   d. providing advice regarding finance and Texas real estate
      matters; and

   e. performing all necessary services in connection with these
      matters, including, without limitation, preparing, or
      assisting in the preparation of, all necessary documents on
      behalf of the Debtor.

The range of standard hourly rates for the attorneys and
paralegals designated to represent the Debtor, as of Jan. 1, 2013,
are:

     Partners                 $550 - $825
     Associates               $310 - $450
     Other Attorneys          $450 - $600
     Paralegals               $200 - $285

Steven Buxbaum is the primary attorney responsible for matters in
the representation and his hourly rate is $790 per hour.

Haynes and Boone has been paid $722,476 through the day prior to
the Petition Date as compensation for services rendered and costs
incurred for the one year period prior to the Petition Date.
Prior to the Petition Date, Haynes and Boone received retainers in
the amount of $250,000 which was held by the Firm in its firm
trust account.  Prior to the filing of the Debtor's bankruptcy
petition, Haynes and Boone applied substantially all of the
Retainer against its fees and expenses for the period from October
13, 2011 through immediately before the filing of the Debtor's
petition.

The total amount of compensation and expenses to be paid to Haynes
and Boone will be no greater than the product of $15,000 and the
number of months between the bankruptcy filing and the earliest to
occur of (1) the effective date of a confirmed plan of
reorganization; (2) dismissal of the Chapter 11 case; and (3)
conversion of the Chapter 11 case to a Chapter 7 case.

Haynes and Boone qualifies as a "disinterested person" within the
meaning of sections 1 01(14) and 327 of the Bankruptcy Code.

                     About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

Bankruptcy Judge Mary F. Walrath oversees the case.  Lawyers at
Ashby & Geddes, P.A., serve as the Debtor's counsel.  MCA
Financial serves as financial advisor.  Donlin Recano serves as
claims and noticing agent.

A seven-member official committee of unsecured creditors has been
appointed in the case.


HAYDEL PROPERTIES: Court Denies Banks' Motion for Case Dismissal
----------------------------------------------------------------
The Hon. Katharine Mr. Samson of the U.S. Bankruptcy Court for the
Southern District of Mississippi has denied the motions of Peoples
Bank, Biloxi Mississippi and BancorpSouth Bank to dismiss, or
convert to Chapter 7, Haydel Properties, LP's Chapter 11 case.

Peoples Bank and BancorpSouth are secured creditors of Haydel
Properties, each having made multiple loans to the Debtor secured
by various parcels of real property located in Harrison County
and/or Jackson County, Mississippi.

Peoples Bank and BancorpSouth filed their separate motions to
dismiss or convert to Chapter 7 in August of 2012, contending that
the Debtor failed to deposit funds in the cash collateral account
in the case of Peoples Bank or had failed to establish a
segregated cash collateral account in the case of BancorpSouth.
The banks alleged that the Debtor defied court order by failing to
deposit the rental income received from the properties and by
utilizing the cash collateral in an unauthorized manner.  The
Peoples Bank motion also alleged that the Debtor "is allowing real
property to be utilized by insider tenants while collecting no
rental from those tenants."

The Court, in an order dated March 11, 2013, said that it finds
that cause to dismiss or convert has not been established.
Neither the failure of the Debtor to collect rent from Haydel
family members, nor the failure to set up and fund cash collateral
accounts, rise to the level of gross mismanagement.  All
infractions have been corrected and the Debtor is collecting rent,
funding cash collateral accounts and has redeemed taxes.  The
banks are protected by a significant equity cushion.

                      About Haydel Properties

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on
Jan. 11, 2012.  Judge Katharine M. Samson presides over the case.
Christy Pickering serves as accountant.  The Debtor disclosed
$11.7 million in assets and $6.8 million in liabilities as of the
Chapter 11 filing.  The petition was signed by Michael D. Haydel,
manager of general partner.


HERITAGE CONSOLIDATED: Confirmation Hearing Continued to May 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
continued the hearing to consider confirmation of Heritage
Consolidated, LLC, et al.'s Chapter 11 Plan of Reorganization to
May 2, 2013, at 1:30 p.m.

The confirmation hearing has been previously scheduled twice: on
Jan. 29 and on March 27.

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

The Second Amended Disclosure Statement in support of the Debtors'
First Amended Joint Plan of Reorganization is designed to
accomplish two primary objectives:

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

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

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

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

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

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

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

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

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

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

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

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

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

                    About Heritage Consolidated

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

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

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

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


HILLTOP FARMS: Seeks Court Okay to Hire Frazer LLP as Accountant
----------------------------------------------------------------
Hilltop Farms, LLC, seeks court permission to employ Frazer, LLP,
as its accountant to assist it in preparing returns, general
bookkeeping guidance and assistance, and performing normal
accounting procedures.

The firm has been recommended to the Debtor as a firm which deals
in tax, accounting and general bookkeeping services, and Debtor
has worked with them in the past.

To the best of the Debtor's knowledge, the accounting firm has no
connection to Debtor or with the Debtor's estate, any creditors,
or any other party-in-interest, including any creditors'
respective attorneys and accountants, the United States Trustees,
or any person employed in the Office of the United States Trustee,
except in providing the accounting and bookkeeping services.

Compensation of certain accountants and other personnel within the
firm will be based on the firm's standard rates.

                     About Hilltop Farms, LLC

Elkton, South Dakota-based Hilltop Farms, LLC, owns properties in
Brookings County, South Dakota.  It filed a Chapter 11 petition
(Bankr. D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls,
South Dakota.  It disclosed assets of $13.1 million and
$13.5 million in liabilities as of Nov. 2, 2012.  Laura L. Kulm
Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as counsel to the
Debtor.  Judge Charles L. Nail, Jr., presides over the case.

Daniel M. McDermott, U.S. Trustee for Region 12, was unable to
form an official committee of unsecured creditors in the Debtor's
case.


HOMELAND ENERGY: Delays Filing of Financial Statements
------------------------------------------------------
Homeland Energy Group Ltd. on March 28 disclosed that it has
entered into heads of agreement with Joe Singh Group of Companies
(Pty) Ltd. pursuant to which the Purchaser will acquire a 100%
interest in the Kendal Colliery, including the wash plant and all
mining rights, through the purchase of all of the issued and
outstanding common shares of Ferret Coal (Kendal)(Pty)(Ltd.).  The
total purchase price for the assets is ZAR235 million
(approximately $25.7 million). ZAR110 million of this amount has
been advanced. A further ZAR55 million is payable on May 31, 2013
and the balance of ZAR70 million will be paid on receipt of final
approvals from applicable regulatory approvals in South Africa.
As part of this transaction, African Spirit Trading 307 (Pty)
Ltd., Homeland's current BEE partner at Kendal, has agreed to sell
its 26% interest in Kendal to Homeland for transfer to the
Purchaser in consideration for the forgiveness of all loans owed
to Homeland and its subsidiaries and the payment of ZAR8 million
by Homeland.  The proceeds from the sale of Kendal will be used to
repay the balance of the loan from ICICI Bank, to repay all
outstanding third party obligations and to provide some working
capital during the transition phase.  The balance will be used to
reduce the outstanding obligations to GMR Energy Group Limited
("GMR") pursuant to loans advanced to the Corporation starting in
2010.

The sale of Kendal is subject to a number of conditions including
approval by applicable regulatory authorities in South Africa and
by the minority shareholders of Homeland.  Shareholder approval
must be obtained by June 30, 2013 and will be sought at the
upcoming annual meeting of shareholders.  The date of the meeting
is still being determined.  All conditions must be met by August
31, 2013. If the transaction is terminated, all advances against
the purchase price will be refunded.

Following numerous operational setbacks over the past two years
including flooding in the mine, the significant incidence of dykes
and sills in the coal seams, the discovery that the underground
workings in the E Block had been mined to a more significant
extent than had previously been indicated and the difficulties in
retaining a mining contractor on a cost effective basis,
management of the Company was of the view that positive cash flow
from operations would not be achieved in the short or medium term.
Rather than incurring further losses, the decision was made to
seek a buyer for the property who could more effectively conduct
operations as a result of economies of scale.  The Purchaser and
its affiliates are already active in the coal mining business in
South Africa.  Pursuant to the terms of the HOA, the Purchaser has
been retained to commence mining operations at Kendal effective
April 1, 2013.  All costs and liabilities associated with such
operations will be on the purchaser's account and the Purchaser
will be entitled to all revenue generated from such operations.

As a result of this transaction and the previously announced sale
of the Eloff Property, the Company no longer has any operating
assets.  All employees in South Africa are being terminated
effective March 31, 2013.

GMR has been very supportive of the Corporation historically and
continues to be so.  The Corporation is considering what options
are available to it at this time to preserve value for the
minority shareholders.

                Late Filing of Financial Statements

As a result of the timing of the execution of agreements with
respect to both the sale of Kendal and the sale of the Eloff
Property, Homeland may not be able to complete its financial
statements and accompanying management discussion and analysis and
annual information form for the year ended December 31, 2012 (the
"Financial Disclosure") which are due to be filed on or before
April 1, 2013 pursuant to relevant securities laws.  Additional
disclosures must be included in the Financial Disclosure which is
the cause of the delay.

The Company intends to work diligently to file the Financial
Disclosure as soon as possible and it has applied for a Management
Cease Trade Order ("MCTO") under National Policy 12-203 (the
"Policy") pending the filing of the Financial Disclosure on SEDAR.
The Company is confident that the Financial Disclosure will be
filed by no later than April 15, 2013.  The granting of an MCTO is
at the discretion of the Ontario Securities Commission and there
can be no guarantee that an MCTO will be granted.

If an MCTO is granted under the Policy, it will be imposed against
some or all of the persons who have been directors, officers or
insiders of the Company instead of a cease trade order being
imposed against all securities of the Company.  An MCTO would not
generally affect the ability of persons who have not been
directors, officers or insiders of the Company to trade the
securities of the Company pending the filing of the Financial
Disclosure on SEDAR.

If the MCTO is granted, the Company intends to satisfy the
provisions of the Alternate Information Guidelines as set out in
the Policy for as long as it remains in default, including the
issuance of bi-weekly default status reports, each of which will
be issued in the form of a press release.

Homeland Energy Group Ltd. -- http://www.homelandenergygroup.com
-- is a company seeking out interests in viable coal projects in
South Africa and neighboring countries as well as internationally.
Homeland Energy Group Ltd. is currently traded on the Toronto
Stock Exchange under the symbol "HEG" with 472,204,149 common
shares issued and outstanding.


HOSTESS BRANDS: Ch. 11 Buyers Must Consider Labor Violations
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that as the result of an opinion last week from the U.S.
Court of Appeals in Chicago buyers of bankrupt businesses could be
obligated to pay workers for violation of federal labor law.  The
decision might affect the pending sales of newspaper publisher
Journal Register Co. and possibly also Hostess Brands Inc., the
baker of Wonder bread.

According to the report, Circuit Judge Richard A. Posner from
Chicago's Seventh Circuit handed down an opinion on the question
of whether purchasers of bankrupt companies can be held liable for
federal labor-law violations, even if the buyer disclaims
liability to workers for misdeeds by former owners.

Mr. Rochelle relates that depending on how Judge Posner's decision
is interpreted, and whether it's followed in other parts of the
country, the opinion might depress the value bankrupt companies
receive for selling their businesses as going concerns.  Judge
Posner's March 26 opinion lays down no bright-line test saying
when buyers are liable for prior owners' labor-law violations,
except to say there would have been no successor liability were
the case governed entirely by state law.  He did rule explicitly
that federal rules on successor liability apply to the Fair Labor
Standards Act, as with other federal labor laws.

According to the report, Judge Posner's case involved an operating
company placed into state receivership for liability on a
guarantee of a loan the lender made to the company's parent.  At
the behest of the bank, the receiver sold the company as an
operating business, generating enough to pay about a third of the
bank debt.  Employees previously had sued for overtime pay. After
the sale, the buyer was brought in as a defendant in the lawsuit.
The buyer agreed to settle by paying $500,000, if the district
court were to rule that the buyer was liable as successor for the
labor-law violations.  The district judge found liability, and
Judge Posner upheld the result, although on different grounds.

Judge Posner's opinion, the report notes, is chock full of
discussion on issues, known by lawyers as dicta, that weren't
necessary for the ultimate decision.  After surveying a plethora
of reasons why a buyer should or shouldn't be liable, Judge Posner
simply said "there is no good reason to reject successor liability
in this case."

Judge Posner was arguably persuaded to hold the buyer liable
because $500,000 was "modest" compared with the purchase price.
He also said in conclusion that the buyer would have been liable
had the business been sold before there was default on the bank
debt.  It is unclear whether Judge Posner's opinion will apply in
bankruptcy cases as opposed to receiverships, although he does
suggest that the ruling is applicable when companies are sold as
going concerns in Chapter 11.

One case that might be affected is Journal Register, a newspaper
publisher undergoing Chapter 11 reorganization in New York. Last
month, the bankruptcy judge said he would approve sale of the
business to current lender and owner Alden Global Capital Ltd.,
mostly in exchange for $114.2 million in secured debt and
$6 million in cash.  Dealing with successorship clauses in union
contracts, U.S. Bankruptcy Judge Stuart M. Bernstein ruled on
March 21 that Journal Register wasn't obliged to sell the business
while tying the buyer to the successorship clause, because the
union contracts were to lapse by their own terms before the sale
would be completed.  Judge Bernstein included a footnote where he
appeared to say he was expressing no opinion on the question of
whether the purchaser is independently obligated to comply with
labor law.  Unions could argue, as a result, that the buyer must
abide by the expired Journal Register contract until an impasse in
negotiations.  Judge Bernstein formally approved the Journal
Register sale on March 27.

Last month, the bankruptcy court in White Plains, New York,
approved sales of most of the Hostess businesses to several buyers
for more than $800 million. In that case, too, unions have argued
that the buyers are obliged by federal labor law to respect
expired union contracts as a consequence of successorship clauses.

The Posner opinion is Teed v. Thomas & Betts Power Solutions LLC,
12-2440, U.S. Court of Appeals for the Seventh Circuit (Chicago).
The Hostess case is In re Hostess Brands Inc., 12-22052, U.S.
Bankruptcy Court, Southern District of New York (White Plains).

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.

                       About Hostess Brands

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

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

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

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

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

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

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

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


HUNTSMAN CORP: Moody's Changes Ratings Outlook to Positive
----------------------------------------------------------
Moody's Investors Service moved the outlook of Huntsman
Corporation and its subsidiary Huntsman International LLC (HI) to
positive from stable. Moody's also affirmed each company's Ba3
Corporate Family Rating, along with all outstanding debt ratings
for Huntsman and HI.

The positive outlook reflects continued improvements across the
company's main product lines, even as its pigments business
retracts, along with the overall strengthening of its credit
profile. The positive outlook also reflects the $250 million of
balance sheet debt reduction in 2012 leading to expected stronger
credit metrics in 2013.

"The positive outlook reflects Huntsman's improving credit metrics
evidenced, in part, by the lack of sizeable near term debt
maturities until 2017," said Moody's analyst Bill Reed.
"Improvements in key end markets have helped bolster the company's
cash flow generation that may result in meaningful debt reduction
over the next 12-18 months."

Ratings Affirmed

Issuer: Huntsman Corporation

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

Issuer: Huntsman International LLC

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

Senior Secured Bank Credit Facility, Ba1 (LGD2, 25%)

Senior Unsecured Regular Bond/Debenture, B1 (LGD5, 70%)

Senior Subordinated Regular Bond/Debenture, B2 (LGD6, 93%)

Outlook Actions:

Issuer: Huntsman Corporation

Outlook, Changed To Positive from Stable

Issuer: Huntsman International LLC

Outlook, Changed To Positive from Stable

Ratings Rationale:

The Ba3 CFR considers Huntsman's strong competitive position in
key businesses and significant competitive barriers, including
process know-how and the benefits of integrated world scale
production capabilities. The ratings are nevertheless tempered by
high leverage and relatively small amounts of free cash flow
generation after dividends at this point in the chemical cycle,
even after record EBITDA generation. Other concerns include the
company's ongoing exposure to rising prices in some feedstocks and
ores, and ongoing weakness in key end markets, notably housing and
geographically in Europe and Asia. Any improvement in the housing
or additional strength in the automobile markets would result in
further cash flow improvement.

In 2012, HI generated over $1.485 billion in adjusted EBITDA, a
record level for the company and Moody's expects a similar amount
for full year 2013. This level of EBITDA results in debt/EBITDA of
3.85x (adjusted for loans from Huntsman), a significant
improvement when compared to the 5.8x at the end of December 2010.

Going forward, Moody's expects that the company will continue to
generate reasonable levels of EBITDA and reduce balance sheet
debt, further strengthening HI's credit metrics and profile.
Additional support for the rating is based on management's public
statements they would like to see their unadjusted net debt
leverage at about 2 to 2.5 times on a normalized EBITDA basis.
Management's public statements in this regard have been consistent
over the last several years and they have indicated that they will
limit acquisition activity in order to hit those target levels. In
the 2011 and 2012 annual letter from the President and CEO, he
wrote that reducing debt remains a focus of the board and
management team based on the belief that less debt on the balance
sheet will enhance shareholder value in the long term.

Over 2012 some $250 million of debt at the HI level was paid down,
bringing balance sheet debt at HI to $3.7 billion and Moody's
would expect to see a similar amount or more repaid in 2013.
Moody's believes that both Huntsman's senior management and its
Board of Directors view strengthening the company's balance sheet
position by reducing debt as a very high priority.

HI's liquidity profile is good reflecting strong cash balances
($387 million at the end of December 2012 for both Huntsman and HI
combined -- with $210 at HI). Liquidity is further supported by
the prospect of stable cash flow, the size of HI's revolver at
$400 million, the extension of its bank credit facility maturities
to 2017 and the goal of management to maintain liquidity at close
to $1 billion in the form of cash, accounts receivable
securitization and revolver availability. The B1 rating on HI's
notes reflects their unsecured position in the capital structure.

The positive outlook reflects HI's improved credit metrics and.
should the company amortize between $200-300 million of additional
debt from free cash flow over the next 6 - 9 months while
maintaining leverage below 3.5x, Moody's could consider a higher
rating. Moody's would consider a negative rating action if EBITDA
on a quarterly basis is not sustained above $200 million level.
Finally, there would be negative pressure on the rating if a large
acquisition or a significant shareholder friendly action were to
meaningfully reduce cash balances and increase debt levels.

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

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products. Huntsman's products are used in a
wide range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining and synthetic fiber
industries. Huntsman had revenues of $11.2 billion for the twelve
months ending December 31, 2012.


IMEDICOR INC: Incurs $4.6 Million Net Loss in Fiscal 2012
---------------------------------------------------------
iMedicor, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$4.58 million on $595,506 of revenue for the year ended June 30,
2012, as compared with a net loss of $6.85 million on $438,122 of
revenue during the prior year.

The Company's balance sheet at June 30, 2012, showed $213,692 in
total assets, $8.13 million in total liabilities and a $7.92
million total stockholders' deficit.

Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2012, citing significant losses
resulting in a working capital deficiency and shareholders'
deficit which raise substantial doubt about its ability to
continue as a going concern.

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

                         http://is.gd/SRr2sU

                         About iMedicor Inc.

Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds
portal-based, virtual work and learning environments in healthcare
and related industries.  The Company's focus is twofold: iMedicor,
the Company's web-based portal which allows Physicians and other
healthcare providers to exchange patient specific healthcare
information via the internet while maintaining compliance with all
Health Insurance Portability and Accountability Act of 1996
("HIPAA") regulations, and; recently acquired ClearLobby
technology, the Company's web-based portal adjunct which provides
for direct communications between pharmaceutical companies and
physicians for the dissemination of information on new drugs
without the costs related to direct sales forces.  The Company's
solutions allow physicians to use the internet in ways previously
unavailable to them due to HIPAA restrictions to quickly and cost-
effectively exchange and share patient medical information and to
interact with pharmaceutical companies and review information on
new drugs offered by these companies at a time of their choosing.


INNER CITY: Court Amends Deloitte's Work to Add 2012 Tax Returns
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District amended its
order relating to Inner City Media Corporation, et al.'s
employment of Deloitte Tax LLP as their tax services provider to
provide that the scope of the Services that Deloitte Tax is
authorized to provide is expanded to include providing and
preparing 2012 state and federal income tax returns for certain of
the Debtors.

The Debtors are authorized to enter into an Addendum modifying the
terms of the Deloitte Tax engagement letter.

Under the Addendum, Deloitte Tax will:

   a) Perform a state income tax analysis related to the gain/loss
      computations on disposition of assets for state income tax
      purposes, apportionment research related to those asset
      dispositions, and any cancellation of indebtedness income
      issues that need to be analyzed related to bankruptcy.
      Prepare a summary memo to document key assumptions and
      conclusions; and

   b) Perform a federal income tax analysis to evaluate the impact
      of the asset sales and related tax return reporting and the
      impact of the proposed liquidation and debt forgiveness.
      Services will include an update of the tax basis of the
      stock of ICBC Broadcast Holdings Inc. as a result of the
      sale transactions and related taxable income or losses.
      Determine impact due to cancellation of indebtedness and
      attribute reduction.  Evaluate and update for the  impact on
      the excess loss account ("ELA") as a result of the
      transactions, determine the proper reporting and disclosures
      of the transactions, and prepare a summary memo to document
      key assumptions and conclusions.

The Deloitte Tax fees and expenses for the preparation of the tax
returns and Services, other than for services related to assessing
the applicability of the reportable transaction provisions which
are not within the scope of this engagement, are $210,000.
Deloitte Tax will bill for the Services subject to the fee cap of
$210,000 at these hourly rates:

     Partner/Director-Specialist         $865
     Partner/Director                    $675
     Senior Manager                      $595
     Manager                             $515
     Senior                              $395
     Associate                           $295
     Project Professional                $210

                         About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


IN PLAY MEMBERSHIP: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: In Play Membership Golf, Inc.
        dba Deer Creek Golf Club
        dba Plum Creek Golf and Country Club
        c/o Plum Creek Golf and Country Club
        331 Players Club Drive
        Castle Rock, CO 80104

Bankruptcy Case No.: 13-14422

Chapter 11 Petition Date: March 22, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey Weinman, Esq.
                  WEINMAN & ASSOCIATES, P.C.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  E-mail: jweinman@epitrustee.com

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

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

The petition was signed by Stacey A. Hart, president.

In its list of 20 largest unsecured creditors, the Company wrote
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Heckenbach Thompson                              $40
Suazo & Dave LLP
7400 E Orchard Rd
Ste 3025N
Greenwood Village,
CO 80111-2528


INVESTORS CAPITAL: Disclosure Statement Hearing Set for April 25
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky,
Bowling Green Division, will convene a hearing on April 25, 2013,
at 10:00 a.m. to consider the adequacy of the disclosure statement
for Investors Capital Partners II, LP's Plan of Reorganization.

The Plan contemplates the continued business operations of the
Debtor and the payment of all allowed claims to the extent
possible over a period of time from future income and revenue.  In
general, all Claims will be paid to the greatest extent possible
from the additional capital contributed by the holders of Equity
Interest and a portion of net profits for 5 years after the
Effective Date of the Plan.

Upon confirmation of the Plan, the rents generated from the
Reorganized Debtor's property, which are currently being collected
by PBI Bank, Inc., will be transmitted to the Reorganized Debtor
to be used to pay operating expenses, debt expenses, and other
expenses contemplated in the Plan.  PBI will no longer collect the
rents from the Reorganized Debtor's property and will ensure that
any rents received are promptly transmitted to the Reorganized
Debtor.  To the extent that the revenues from the Reorganized
Debtor's property are insufficient to pay operating expenses, debt
expenses, and other expenses contemplated in the Plan, limited
partners of the Debtor will infuse sufficient funds to pay those
expenses.

In the first 18 to 24 months of the plan, the Reorganized Debtor
will make interest only payments to its Secured Creditors.  The
Reorganized Debtor will use cash flow from this time period to
make tenant improvements to the approximately 7,000 square feet of
unfinished space.  Those improvements will allow the Reorganized
Debtor to rent out currently vacant space and increase its cash
flow.  The currently leased space will also be improved to
entice currently existing tenants to renew and/or extend their
leases.

The Debtor also intends to market and sell certain parcels of
improved land to third parties.  The sale of the improved land is
anticipated to commence in February 2015.  The proceeds of the
sales will either (i) be used to develop the existing property so
that it is ready for sale or (ii) be turned over to the Debtor's
secured creditors, subject to the terms of the Plan.

A full-text copy of the Disclosure Statement dated March 7, 2013,
is available for free at:

        http://bankrupt.com/misc/INVESTORSCds0307.pdf

                      About Investors Capital

Brentwood, Tennessee-based Investors Capital Partners II, LP and
two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case
Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19,
2012.

ICP II estimated assets of at least $10 million and liabilities of
less than $10 million.  It owns a 35-acre commercial development
near Glasgow, Kentucky. The ICP II property is home to a Marquee
Cinema, Dollar Tree, and Aaron's Rents and also consists of seven
parcels of undeveloped land.

Debtor-affiliate Investors Capital Partners I, LP owns multiple
parcels of undeveloped land near Nolensville, Tennessee.
Investors Land Partners II, LP owns partially developed land,
consisting of six adjoining parcels of real property, near
Nashville, Tennessee.

In court filings, the Debtors said that their lenders have
attempted to foreclose against the assets of the Debtors, and the
Debtors have been unable to reach agreements with their lenders
that would allow the Debtors to reorganize their debts in an
orderly manner; thus, the Debtors have little option except for
the development of a joint plan to reorganize operations and
restructure debts for the benefit of all creditors and parties in
interest.


JOURNAL REGISTER: Sale to Alden Global Affiliate Approved
---------------------------------------------------------
Digital First Media on March 28 disclosed that the U.S. Bankruptcy
Court for the Southern District of New York has granted final
approval for the sale of the assets of Journal Register Company
and its affiliates to 21st CMH Acquisition Co.  The parties have
set April 2 as the sale date for Journal Register Company.

"We are pleased to have received final approval for the sale and
to establish a sale date for Journal Register Company," said John
Paton, Chief Executive Officer of Digital First Media.  "We thank
the Court, the Official Creditors Committee, our vendors, our
customers and our employees as we move forward and complete the
transaction."

The Company is being sold to 21st CMH Acquisition Co., an
affiliate of funds managed by Alden Global Capital.

                     About Digital First Media

Digital First Media is headquartered in New York City, and jointly
manages MediaNews Group and Journal Register Company.  Digital
First Media reaches 61.5 million Americans each month through more
than 800 multi-platform products across 18 states.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


JOURNAL REGISTER: Ch. 11 Buyers Must Consider Labor Violations
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that as the result of an opinion last week from the U.S.
Court of Appeals in Chicago buyers of bankrupt businesses could be
obligated to pay workers for violation of federal labor law.  The
decision might affect the pending sales of newspaper publisher
Journal Register Co. and possibly also Hostess Brands Inc., the
baker of Wonder bread.

According to the report, Circuit Judge Richard A. Posner from
Chicago's Seventh Circuit handed down an opinion on the question
of whether purchasers of bankrupt companies can be held liable for
federal labor-law violations, even if the buyer disclaims
liability to workers for misdeeds by former owners.

Mr. Rochelle relates that depending on how Judge Posner's decision
is interpreted, and whether it's followed in other parts of the
country, the opinion might depress the value bankrupt companies
receive for selling their businesses as going concerns.  Judge
Posner's March 26 opinion lays down no bright-line test saying
when buyers are liable for prior owners' labor-law violations,
except to say there would have been no successor liability were
the case governed entirely by state law.  He did rule explicitly
that federal rules on successor liability apply to the Fair Labor
Standards Act, as with other federal labor laws.

According to the report, Judge Posner's case involved an operating
company placed into state receivership for liability on a
guarantee of a loan the lender made to the company's parent.  At
the behest of the bank, the receiver sold the company as an
operating business, generating enough to pay about a third of the
bank debt.  Employees previously had sued for overtime pay. After
the sale, the buyer was brought in as a defendant in the lawsuit.
The buyer agreed to settle by paying $500,000, if the district
court were to rule that the buyer was liable as successor for the
labor-law violations.  The district judge found liability, and
Judge Posner upheld the result, although on different grounds.

Judge Posner's opinion, the report notes, is chock full of
discussion on issues, known by lawyers as dicta, that weren't
necessary for the ultimate decision.  After surveying a plethora
of reasons why a buyer should or shouldn't be liable, Judge Posner
simply said "there is no good reason to reject successor liability
in this case."

Judge Posner was arguably persuaded to hold the buyer liable
because $500,000 was "modest" compared with the purchase price.
He also said in conclusion that the buyer would have been liable
had the business been sold before there was default on the bank
debt.  It is unclear whether Judge Posner's opinion will apply in
bankruptcy cases as opposed to receiverships, although he does
suggest that the ruling is applicable when companies are sold as
going concerns in Chapter 11.

One case that might be affected is Journal Register, a newspaper
publisher undergoing Chapter 11 reorganization in New York. Last
month, the bankruptcy judge said he would approve sale of the
business to current lender and owner Alden Global Capital Ltd.,
mostly in exchange for $114.2 million in secured debt and
$6 million in cash.  Dealing with successorship clauses in union
contracts, U.S. Bankruptcy Judge Stuart M. Bernstein ruled on
March 21 that Journal Register wasn't obliged to sell the business
while tying the buyer to the successorship clause, because the
union contracts were to lapse by their own terms before the sale
would be completed.  Judge Bernstein included a footnote where he
appeared to say he was expressing no opinion on the question of
whether the purchaser is independently obligated to comply with
labor law.  Unions could argue, as a result, that the buyer must
abide by the expired Journal Register contract until an impasse in
negotiations.  Judge Bernstein formally approved the Journal
Register sale on March 27.

Last month, the bankruptcy court in White Plains, New York,
approved sales of most of the Hostess businesses to several buyers
for more than $800 million. In that case, too, unions have argued
that the buyers are obliged by federal labor law to respect
expired union contracts as a consequence of successorship clauses.

The Posner opinion is Teed v. Thomas & Betts Power Solutions LLC,
12-2440, U.S. Court of Appeals for the Seventh Circuit (Chicago).
The Hostess case is In re Hostess Brands Inc., 12-22052, U.S.
Bankruptcy Court, Southern District of New York (White Plains).

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.

                       About Hostess Brands

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

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

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

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

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

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

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

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


JOSHUA TREE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Joshua Tree Properties, LLC
        3455 Cliff Shadows Parkway, Suite 220
        Las Vegas, NV 89129

Bankruptcy Case No.: 13-12461

Chapter 11 Petition Date: March 26, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Matthew L. Johnson, Esq.
                  MATTHEW L. JOHNSON & ASSOCIATES, P.C.
                  8831 W. Sahara Ave.
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  E-mail: annabelle@mjohnsonlaw.com

Scheduled Assets: $4,230,000

Scheduled Liabilities: $4,225,000

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

The petition was signed by Focus Investment Manager, LLC, manager.

Affiliates that filed separate Chapter 11 petitions:

                                        Petition
   Debtor                     Case No.     Date
   ------                     --------     ----
B-NGAE1, LLC                  12-17954   07/06/12
B-PWR, LLC                    12-13827   03/30/12


KGB: Higher Financing Risks Prompt Moody's to Lower CFR to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded kgb's corporate family rating
to B3 from B2 and probability of default rating to Caa1-PD from
B2-PD. Moody's also upgraded the company's $90 million second lien
term loan due December 2013 to B2 from B3. The ratings outlook is
stable.

The downgrades reflect increased refinancing risk as the company
approaches the maturity of its second lien term loan on December
1, 2013. While Moody's believes that kgb is likely to generate
sufficient cash flow to repay the loan under the current credit
agreement terms, there is nevertheless a tangible risk that the
company fails to do so, thereby increasing the probability of
amending the terms of its existing debt under distressed exchange
terms, absent further shareholder support.

In Moody's view, the company has limited ability to refinance its
obligations in the capital markets on reasonable economic terms
due to the combination of on-going volume declines in the core
directory assistance business and cash losses from its other
segments over the past several years. The one notch gap between
the CFR and PDR underscores Moody's view that, in a deemed default
event, lenders could reasonably expect to realize an above-average
recovery based on the company's ability to generate cash flow over
the next couple of years to repay the outstanding obligations.

The downgrades also reflect the reduced flexibility afforded by
kgb's amended first lien revolver relative to Moody's original
expectations. The second lien repayment schedule specified by the
terms of the amended revolver has increased the risk surrounding
cash flow generation, relative to expectations set in October
2012.

The upgrade of the second lien loan reflects its more advantaged
position in the capital structure following the December 2012
repayment of the $60 million first lien loan and addition of the
$63 million subordinated shareholder loan commitment, as well as
the above-average expected recovery of the second lien loan in an
event of default.

Downgrades:

Issuer: kgb

  Corporate Family Rating, to B3 from B2

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

Upgrades:

Issuer: kgb

  $90 million ($125 million original amount) senior secured
  second lien term loan due December 1, 2013, to B2 (LGD2-28%)
  from B3 (LGD4-68%)

Ratings Rationale:

The B3 Corporate Family Rating reflects kgb's near-term maturity
risk and Moody's expectation of declining cash generation over the
next several years, driven by the structural decline in the core
directory assistance business and the highly competitive
environment of the kgbDeals and kgbCare segments. As a result of
these factors, Moody's does not view the current low debt/EBITDA
ratio in the high 1 times range as a pertinent credit driver.
Supporting the rating are the cash generating directory assistance
business, with reported #1 and #2 share in kgb's principal markets
in the UK, France, Switzerland and Ireland, demonstrated ability
to raise prices in those markets, and recent success in reducing
losses in the kgbDeals segment. Moody's estimates that recovery
rates for the overall debt structure would be relatively high in
an event of default.

The stable outlook reflects Moody's expectations of modest year-
over-year improvement in earnings and cash flow, driven by lower
interest expense and projected improvement in the kgbDeals and
kgbCare segments.

The ratings could be downgraded if cash flow underperforms
expectations, or if Moody's comes to expect a higher probability
of failure to repay the second lien debt or lack of support from
shareholders in case of a cash shortfall.

The ratings could be upgraded if kgb fully repays the second lien
debt in a timely manner and addresses other near-term maturities.
An upgrade would also require strong and improving cash generation
throughout 2013.

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.

kgb is a non-carrier provider of directory assistance services in
Europe and North America. The company generates the majority of
its revenue from branded telephone directory assistance calls in
Europe. A smaller proportion of revenue comes from the company's
directory assistance business in regulated North American markets,
predominantly from two large wireless customers that have
outsourced these calls to kgb, and also from outsourced call
center services and an internet-based daily deals site.


LAKELAND DEVELOPMENT: Plan Filing Period Extended Until April 11
----------------------------------------------------------------
The Hon. Richard M. Neiter of the U.S. Bankruptcy Court for the
Central District of California has extended, at the behest of
Lakeland Development Company, the exclusivity period for the
Debtor to file a plan of reorganization and disclosure statement
through April 11, 2013.

The Court extended the exclusivity period, having seen evidence
that the Debtor is making progress in its efforts to reorganize
its affairs and that it filed a plan and disclosure statement by
Jan. 8, 2013, the date previously set by the Court, and its
progress in resolving its issues.

If the Debtor files a disclosure statement and amended plan by
April 11, the period of exclusivity will continue through
April 25.  If the Debtor seeks exclusivity for any period after
April 25, it will serve and file its new motion seeking that
relief not later than April 11.

                    About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LAKELAND DEVELOPMENT: Hearing on Cash Collateral Use on April 3
---------------------------------------------------------------
The Hon. Richard M. Neiter of the U.S. Bankruptcy Court for the
Central District of California has set for April 3, 2013, at
10:00 a.m. the hearing on Lakeland Development Company's motion
for authorization to use cash collateral.

In a court order dated Feb. 26, 2013, the Debtor was allowed to
use cash collateral until April 25, 2013.

On March 8, 2013, the Debtor sought permission from the Court to
make payment from cash which may be the collateral of 12345
Lakeland LLC of those amounts of fees and costs sought by the fee
applications of Richard T. Baum and Glickfeld Fields & Jacobson
which are approved by the Court.  The grounds for the motion are
that the Debtor has an obligation to pay its professionals, has
cash on hand, and the interests of any claimant on the cash is
adequately protected.

At all hearings, 12345 Lakeland expressed its non-consent to the
use of the cash collateral for the payment of professional fees
and costs incurred in connection with the bankruptcy.  The court
specifically stated that cash collateral couldn't be used to pay
professional fees and costs without first obtaining an order
permitting this payment.  A first application for interim fees and
costs was heard on Nov. 14, 2012, and a similar motion to this
seeking use of cash collateral for payment of compensation was
made and granted by the Court.

As of Feb. 28, 2013, the Debtor had cash of $551,632 in the bank.
The Debtor said, "This is consistent with the Debtor's cash at the
time the first fee applications were heard is substantially more
than had initially been projected as part of the Debtor's budget
for cash collateral purposes."  The Debtor said that the increased
amount of cash which it holds over projections provides 12345
Lakeland with adequate protection of its interests.  The Debtor
doesn't concede that 12345 Lakeland has any interest in its cash
since the cash is not the product of rents, issues or profits
derived from use of the land upon which 12345 Lakeland has a
security interest.

The Debtor expects that it will close the sale of the 17 acre
parcels to Ridgeline Energy Services prior to the hearing, in
which case only $100,000 of the proceeds will be the cash
collateral of 12345 Lakeland. This would obviate the need for this
motion.

                    About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LIBERTY MEDICAL: Court Approves Greenberg Traurig as Counsel
------------------------------------------------------------
ATLS Acquisition, LLC, et al., entities that own the Liberty
Medical diabetics supply business, obtained approval from the
bankruptcy court to employ the law firm of Greenberg Traurig, LLP
as counsel to the Debtors, nunc pro tunc as of their Petition
Date.

Greenberg Traurig has advised the Debtors that the current hourly
rates applicable to the principal attorneys and paralegals
proposed to represent the Debtors are:

    Professional                  Hourly Rate
    ------------                  -----------
    Nancy A. Mitchell                 $955
    Paul J. Keenan                    $630
    Dennis A. Meloro                  $570
    Matthew L. Hinker                 $515
    Paul T. Martin                    $470
    Doreen Cusumano                   $320
       (Senior Paralegal)
    Elizabeth Thomas (Paralegal)      $260

Other attorneys and paralegals will render services to the Debtors
as needed.  Generally, Greenberg Traurig's hourly rates are in the
following ranges:

    Professional                  Hourly Rate
    ------------                  -----------
    Shareholders                 $350 to $1,145
    Of Counsel                   $265 to $1,050
    Associates                   $130 to $725
    Legal Assistants/Paralegals   $65 to $335

Greenberg Traurig noted that because the firm is a large firm with
an international practice, Greenberg Traurig may currently
represent, or may have in the past represented, certain creditors
of the Debtors' estates or other parties-in-interest in matters
unrelated to the Debtors.  None of Greenberg Traurig's
representations of any of the parties-in-interest in the Chapter
11 cases accounted for more than 2% of Greenberg Traurig's
aggregate revenues during fiscal year 2011 or 2012 to date.

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

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-10262) on Feb. 15, 2013, just less than three
months after a management buy-out and amid a notice by the lender
who financed the transaction that it's exercising an option to
acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors hired Greenberg Traurig, LLP as counsel; Ernst & Young
LLP to provide investment banking advice; and Epiq Bankruptcy
Solutions, LLC as claims and noticing agent for the Clerk of the
Bankruptcy Court.


LIFECARE HOLDINGS: Vibra Inks CCHI Interim Management Agreement
---------------------------------------------------------------
Vibra Healthcare, LLC, an owner and operator of Long Term Acute
Care hospitals and Inpatient Rehabilitation Hospitals throughout
the country has entered into an interim management agreement
through an affiliate, Vibra Hospital of Boise, LLC, with the
Complex Care Hospital of Idaho.  CCHI is a wholly-owned subsidiary
of LCI Holdco, LLC the parent company of LifeCare Holdings, Inc.,
of Plano, Texas.  Under the interim management agreement, Vibra
will assume day-to-day operations of the Boise hospital upon
Bankruptcy Court approval of the motion filed on March 27.  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.

Vibra and LifeCare also executed an agreement on March 28 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.

"We are pleased to add the Complex Care Hospital of Idaho to the
Vibra network of specialty hospitals and to work with LifeCare to
ensure a seamless transition for CCHI patients and their families.
We offer market specific services to meet the unique and complex
needs in each healthcare community Vibra serves, and in turn
further our strategic growth objectives," stated Brad Hollinger,
Founder, Chairman and CEO of Vibra Healthcare.  "We are committed
to working closely with LifeCare, the CCHI team and the local
market to insure patients and their families receive the very best
in patient care and family support."

                   About Vibra Healthcare, LLC

Vibra Healthcare, LLC -- http://www.vibrahealthcare.com-- is a
specialty hospital provider based in Mechanicsburg, Pa that is
focused on the development, acquisition and operation of
freestanding Long Term Acute Care (LTAC) hospitals, Inpatient
Acute Rehabilitation Hospitals (IRF's) and outpatient physical
rehabilitation centers.  Teams of highly trained specialists lead
clinical programs at Vibra's specialty hospitals for medically
complex patients who suffer from complex orthopedic, neurologic,
stroke, multiple trauma, cardiac and respiratory conditions.
Vibra currently employs over 5,000 employees and owns and operates
over 50 specialty hospitals and outpatient rehabilitation
locations in 11 states.

                     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.


LOUISE HOLDINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Louise Holdings LLC
        1172 S Dixie Hwy Suite 617
        Coral Gables, FL 33146

Bankruptcy Case No.: 13-16683

Chapter 11 Petition Date: March 26, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

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

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

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

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

The petition was signed by Ralph Ramirez, manager.


MAKENA GREAT: Court Denies Confirmation of Third Amended Plan
-------------------------------------------------------------
The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois last month entered an order denying
confirmation of The Makena Great American Anza Company LLC's Third
Amended Plan of Reorganization.

The Court, in its order, stated that the Debtor's Plan failed to
comply with the Bankruptcy Code Sections 1122(a), 1127(c) , and
the cram down requirements of Section 1129(b).

As reported in the Troubled Company Reporter on March 8, 2013,
Judge Cox also denied confirmation of a third amended plan of
reorganization in the bankruptcy case of GAC Storage Lansing, LLC.

In a Feb. 27, 2013, memorandum opinion available at
http://is.gd/U02XqQfrom Leagle.com, Judge Cox found that the
Debtor has not established by a preponderance of the evidence that
its Plan is feasible.  The Debtor presented no credible evidence
to support its contention that the Debtor will be able to finance
the nearly $8.2 million balloon payment to Wells Fargo Bank, N.A.,
at the end of the 7-year plan, the Court held.

The Plan relies on highly speculative revenue projections, the
achievement of which are not supported by the evidence, Judge Cox
said.  The Court also found that the Debtor's cash flow
projections, which govern the rental payments under the Master
Lease, are overly aggressive and highly speculative.  "According
to the Bank's feasibility expert, if the Property fails to meet
its forecasted cash flow by 10%, it will lead to a substantial
deficiency throughout the Plan term. . . .  The evidence also
establishes that at the conclusion of the confirmation hearing,
the Debtor's sole tenant under the Master Lease Agreement, SE El
Monte, had yet to be capitalized."

The Court also found that the Debtor has failed to prove the
reasonable possibility of a successful reorganization within a
reasonable period of time.  "The Debtor's Bankruptcy Case has been
pending for over a year and the Debtor has been unable to propose
a confirmable plan of reorganization. Notwithstanding the length
of time since the Petition Date, the Debtor has yet to obtain a
letter of credit or make the cash deposit required by the Master
Lease," the Court narrated.

Finally, the Court found that the Debtor has failed to establish
that there is equity in the Property.  The parties do not dispute
the $8.1 million value of the Property, or the Bank's $12.4
million claim amount.  At that value level, and a claim amount of
$12.4 million, the Court determined that there is no equity in the
Property.

        About GAC Storage & Makena Great American Anza Co.

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

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

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

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


MARKET CENTER: Late Fee Unenforceable on Guarantors, App. Ct. Says
------------------------------------------------------------------
Danny Lahave and Top Terraces, Inc., as guarantors, appeal from a
"court trial on stipulated facts" after a trial court entered
judgment in favor of Bank of America, National Association, as
successor by merger with LaSalle Bank National Association, in the
amount of $377,438.82.  The appellants ask the Court of Appeals of
California, Second District, to determine whether a late fee
consisting of 5% of the balance of a note constitutes a penalty
unenforceable as a matter of public policy under New Mexico law
against the Guarantors, notwithstanding their purported waiver of
any invalidity, illegality, or unenforceability of the note.

In April 9, 1999, MCE Associates, LP -- the Original Borrower --
executed a deed of trust note in favor of PW Real Estate
Investments Inc. -- the Original Lender -- in the sum of $9.1
million.  In November 2002, Market Center East Albuquerque, LLC,
assumed the obligations of the Original Borrower, and Market
Center East Management Corporation, Chivas Retail Partners, LLC,
and Abitare Realty Corporation -- the Substitute Guarantors --
assumed the obligations of the Original Guarantor by executing a
consent and assumption agreement.  Effective Jan. 10, 2003, the
Note, Deed of Trust, Guaranty, and other loan documents were
assigned from the Original Lender to Bank of America through a
series of assignments.  In January 2006, Market Center East Retail
Property, Inc., as Borrower, assumed the obligations of Market
Center East Albuquerque, LLC, and Lahave and Top Terraces assumed
the obligations of the Substitute Guarantors by executing a
consent and assumption agreement.

The Borrower didn't pay the January 2009 monthly payment on the
Note and eventually filed for bankruptcy protection in April 2009.
Bank of America treated the bankruptcy filing as a trigger event
obligating the Guarantors for apply payments due under the Note.

Bank of America then filed a complaint for breach of guaranty.
The parties subsequently stipulated that the amount of the Late
Fee was $377,438 and that the issue to be adjudicated at trial is
if the late fee is enforceable against the Guarantors.  The trial
court ruled in favor of Bank of America in November 2011 in the
sum of $377,438.

On review, the Appellate Court concluded that the waiver is
ineffective because the late fee constitutes a penalty in
violation of New Mexico public policy and therefore is
unenforceable.  The Appellate Court reversed the judgment of the
trial court in a March 26, 2013 order, a copy of which is
http://is.gd/a64is0from Leagle.com.

Mr. Lahave and Top Terraces are entitled to costs on appeal, the
Appellate Court added.

The appeals case is captioned BANK OF AMERICA, N.A., Plaintiff and
Respondent, v. DANNY LAHAVE et al., Defendants and Appellants,
Case No. B237360 (Cal. App. Ct.).

The Defendants are represented by:

           David R. Fisher, Esq.
           Jeffrey R. Klein, Esq.
           FISHER & WOLFE
           9401 Wilshire Blvd, Suite 640
           Beverly Hills, CA 90212
           Tel: (310) 278-4300
           Fax: (310) 278-5430
           Email: info@fisherwolfe.com

                - and -

           Robert A. Olson, Esq.
           Kent J. Bullard, Esq.
           GREINES, MARTIN, STEIN & RICHLAND

The Plaintiff is represented by:

           Robert B. Kaplan, Esq.
           Neil C. Erickson, Esq.
           JEFFER MANGELS BUTLER & MITCHELL
           Two Embarcadero Center, 5th Floor
           San Francisco, CA 94111
           Tel: 415-398-8080
           Fax: 415-398-5584
           Email: RKaplan@JMBM.com
                  NErickson@JMBM.com

                       About Market Center

Market Center East Retail Property, Inc., sought Chapter 11
bankruptcy (Bankr. D. N.M. Case No. 09-11696) on April 22,
2009, as a single asset real estate debtor.  At the time of the
filing, the Debtor estimated its assets and debts at less than
$10 million.  The Debtor filed a Chapter 11 Plan in June 2009, and
filed an Amended Chapter 11 Plan in August 2009.


MILLAR WESTERN: S&P Revises Outlook to Stable & Affirms 'B-' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Edmonton, Alta.-based Millar Western Forest Products Ltd. to
stable from negative.

"The outlook revision reflects our expectations that the U.S.
housing construction market will continue to improve and that
higher average lumber prices, compared with 2012, will result in
better profitability in the near term," said Standard & Poor's
credit analyst Jamie Koutsoukis.

Standard & Poor's also affirmed its 'B-' long-term corporate
credit rating on Millar Western, as well as its 'B-' issue-level
rating on the company's senior unsecured notes due 2021.  The '4'
recovery rating on the debt is unchanged.

The ratings on Millar Western reflect what Standard & Poor's views
as the company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile.  The ratings incorporate what
Standard & Poor's considers the company's marginal market share in
the highly cyclical, fragmented, and competitive pulp and lumber
industries; competition in hardwood pulp from South American
producers; exposure to changes in volatile exchange rates; and
limited geographic diversity.  These weaknesses are partially
offset, in S&P's opinion, by the company's modern, efficient
assets, and high degree of fiber and energy self-sufficiency.

Millar Western is a small, privately held pulp and lumber
producer.  It operates three sawmills with a combined annual
capacity of 540 million board feet, and one pulp mill with an
annual capacity to produce 320,000 metric tons of bleached chemi-
thermomechanical pulp.

The stable outlook reflects S&P's expectations of Millar Western's
strengthening credit metrics in 2013 stemming from current
favorable lumber prices because of U.S. housing construction
growth.  S&P expects the company's earnings to improve and result
in a debt-to-EBITDA ratio of about 6x, in line with the current
rating on the company.  S&P also expects liquidity to remain above
C$45 million in 2013.  A negative rating action would occur if
lower profitability leads to negative free cash generation and a
liquidity position of about C$30 million, which would be less-
than-adequate under S&P's criteria.  A positive rating action in
the near term would require the company to demonstrate improved
profitability in the coming quarters resulting a debt-to-EBITDA
ratio of 4.0x-4.5x on a sustained basis.  The ratings are
constrained to the 'B' category by Millar Western's business risk
profile, including its small market position in the highly
competitive pulp and lumber industries, exposure to volatile pulp
and lumber prices and exchange rates, and limited operating
diversity.


MILLS BROTHERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mills Brothers Masonry Contracting, LLC
        13894 Bulverde Rd
        San Antonio, TX 78247

Bankruptcy Case No.: 13-50766

Chapter 11 Petition Date: March 26, 2013

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Debtor's Counsel: J. Todd Malaise, Esq.
                  MALAISE LAW FIRM
                  909 NE Loop 410, Suite 300
                  San Antonio, TX 78209
                  Tel: (210) 732-6699
                  Fax: (210) 732-5826
                  E-mail: notices@malaiselawfirm.com

Scheduled Assets: $1,230,894

Scheduled Liabilities: $1,341,177

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/txwb13-50766.pdf

The petition was signed by Daniel R. Mills, Jr., president.


MOUNTAIN HOUSE: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: Mountain House Partners, LLC
        aka Mountain House Lodge
        6376 South Crest Mount Circle
        Holladay, UT 84121

Bankruptcy Case No.: 13-14576

Chapter 11 Petition Date: March 26, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Debtor's Counsel: James P. Bickford, Esq.
                  David M. Rich, Esq.
                  MINOR & BROWN PC
                  650 Cherry St., Ste. 1100
                  Denver, CO 80246
                  Tel: (303) 320-1053
                  Fax: (303) 320-6330
                  E-mail: jbickford@minorbrown.com
                          dmrich@comcast.net

Scheduled Assets: $4,162,159

Scheduled Liabilities: $7,925,755

A list of the Company's five largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/cob13-14576.pdf

The petition was signed by Kenneth North, manager.


MORTGAGES LTD: Court Dismisses Avoidance Suit Against Investor
--------------------------------------------------------------
Bankruptcy Judge Randolph J. Haines dismissed a lawsuit commenced
by the Liquidating Trustee of Mortgages Ltd. to avoid alleged
preferential transfers to investors of the Debtor's Revolving
Opportunity program.  The defendants -- Craig A. Forte and Lauri
T. Forte, Trustees of the Forte Family Revocable Living Trust,
dated May 30, 2011, sought dismissal of the action.

The threshold issue is whether the confirmed plan of
reorganization released the preference claim against the Fortes,
or whether it adequately preserved that claim for assertion by the
Liquidating Trust.  In deciding for the defendants, the Court was
required to interpret the Plan's release provisions.

The case is, MATTHEW HARTLEY, LIQUIDATING TRUSTEE OF THE ML
LIQUIDATING TRUST, Plaintiff, v. CRAIG A FORTE AND LAURI T. FORTE,
TRUSTEES OF THE FORTE FAMILY REVOCABLE LIVING TRUST, DATED MAY 30,
2011, Defendants, Adv. Proc. No. 2:10-ap-01095-RJH (Bankr. D.
Ariz.).  A copy of the Court's March 28, 2013 Memorandum Decision
is available at http://is.gd/8Fp1sGfrom Leagle.com.

                        About Mortgages Ltd.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.  Central
& Monroe LLC and Osborn III Partners LLC, divisions of Grace
Communities, sought the appointment of an interim trustee for
Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.

The Debtor's case was converted to a chapter 11 proceeding (Bankr.
D. Ariz. Case No. 08-07465) on June 24, 2008.  Judge Sarah
Sharer Curley presided over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.

Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009.  As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio.  The original investors for the most part
transferred their interests to 49 separate Loan LLC's.  A number
of investors, referred to as "pass through investors" did not
transfer their interests.  As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.


MUNDY RANCH: Hearing Tomorrow on Bank's Bid for Ch. 7 Conversion
----------------------------------------------------------------
The Hon. Robert H. Jacobvitz of the U.S. Bankruptcy Court for the
District of New Mexico will convene a final hearing on April 3,
2013, at 9:00 a.m., to consider the motion for relief of stay or
convert the Chapter 11 case of Mundy Ranch, Inc., to one under
Chapter 7 of the Bankruptcy Code.

Valley National Bank has filed a motion to convert Mundy Ranch's
Chapter 11 case to a Chapter 7 liquidation.

The Debtor objects and asserts that VNB alleges several "bad
faith" acts that it states are grounds for conversion, most of
which are grossly incorrect:

  a. VNB alleges that James W. Mundy acted in bad faith by
     transferring corporate assets to an ex-wife pre-petition as
     part of a divorce settlement.  This allegation is false.

  b. VNB alleges the Debtor is using the bankruptcy system to
     improperly gain a tactical advantage against Robert Mundy.
     This allegation is false.

  c. VNB alleges that the Jicarilla Apache Tribe made an offer to
     purchase the "Mundy Ranch" 5,500 acre property of the Debtor.
     VNB fails to mention that the offer was contingent on the
     Debtor providing mineral rights that it did not and does not
     own as part of the sale.  VNB also fails to mention, which it
     is aware, that the Debtor is actively pursuing one of two
     avenues to attempt to salvage the sale, through either a Sec.
     363(h) sale or by selling the property with only the mineral
     rights owned by the Debtor.

  d. VNB alleges that other parties have expressed interest in
     various tracts of Debtor's real property. This allegation is
     true, however "expressing interest" is vastly different that
     submitting an actual purchase offer.

  e. VNB mischaracterizes the Debtor's post-petition actions as
     "fail[ing] to take action to sell the Property." This
     allegation is false, as Debtor has worked continuously
     both pre- and post-petition to market its properties for
     sale.

  f. VNB states the Debtor has refused to act on purchase offers.
     This allegation is false and completely unfounded.

  g. VNB alleges the Debtor has "failed to accept the offer of
     the Tribe," yet is fully aware that there is no offer that
     could be accepted. This statement is dangerously close to a
     violation of Rule 9011(b)(1) and (3), as VNB and its counsel
     know that the Debtor could not simply accept the Jicarilla
     offer based on the contingency it contains, and have been
     kept appraised by the Debtor's counsel of the status of a
     possible sale and the Debtor's efforts in materializing it.

  h. VNB alleges the Debtor has had "ample opportunities to
     sell its properties," and that its failure to act on these
     fictional opportunities is bad faith and gross mismanagement
     of the estate.  The Debtor denies these allegations.

The Debtor also notes it has filed its Chapter 11 plan and
disclosure statement after the bank submitted its conversion
motion.

CMTI, an unsecured creditor with a scheduled claim of $190,191,
concurs with the Debtor's contentions that the case should stay in
Chapter 11.

                         About Mundy Ranch

Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-
owned corporation organized under the laws of the State of New
Mexico with its principal place of business in Rio Arriba County,
New Mexico.  Mundy Ranch sells undeveloped parcels of real
property in northern New Mexico which together occupy
approximately 6,000 acres of land.  The majority of the land
consists of an undivided 5,500 acre parcel, which is also called
Mundy Ranch.  Mundy Ranch scheduled the Mundy Ranch Parcel as
having a value of $17,000,000, with secured claims against the
Mundy Ranch Parcel in the amount of $2,095,000.  Mundy Ranch
generates substantially all of its revenue from developing and
selling parcels of land.  It generates a small amount of revenue
by selling Christmas trees.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel to the
Debtor.  The Debtor estimated assets of $10 million to $50 million
and debts of up to $10 million.


MUNDY RANCH: Wants to Hire Moptex as Broker for Ranch Property
--------------------------------------------------------------
Mundy Ranch, Inc., seeks court permission to employ Moptex LLC
(Jeff Copeland), as broker for the sale of the 5500 acre real
property tract identified as the "Mundy Ranch".

The Debtor will pay the broker 6% of the contracted sale price,
plus applicable New Mexico gross receipts tax.

The Debtor is not aware of any interests on the part of the Broker
or any employees of the Broker that are adverse to the Debtor.

                         About Mundy Ranch

Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-
owned corporation organized under the laws of the State of New
Mexico with its principal place of business in Rio Arriba County,
New Mexico.  Mundy Ranch sells undeveloped parcels of real
property in northern New Mexico which together occupy
approximately 6,000 acres of land.  The majority of the land
consists of an undivided 5,500 acre parcel, which is also called
Mundy Ranch.  Mundy Ranch scheduled the Mundy Ranch Parcel as
having a value of $17,000,000, with secured claims against the
Mundy Ranch Parcel in the amount of $2,095,000.  Mundy Ranch
generates substantially all of its revenue from developing and
selling parcels of land.  It generates a small amount of revenue
by selling Christmas trees.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel to the
Debtor.  The Debtor estimated assets of $10 million to $50 million
and debts of up to $10 million.


MUNDY RANCH: Wants to Sell Vacant Property & Hire Freedom Realty
----------------------------------------------------------------
Mundy Ranch, Inc., asks the U.S. Bankruptcy Court for District of
New Mexico to approve the sale of the 67.73 acres of vacant real
property pursuant to the terms and conditions of the Realtors
Association of New Mexico Purchase Agreement ? Vacant Land, free
and clear of all claims, liens, and other interests, to Jimmy Dale
Putman and Tammie Marie Brock.

The Debtor also asks the Court to approve the limited employment
of and compensation to Freedom Realty, Inc. (Michele Marino) in
the total amount of $125.

The Property to be conveyed consists of the 67.73 acres of vacant
land identified as the South B-1 Tract on the preliminary Plat
Boundary Survey and Lot Line Adjustment for Ray & Colleen Milligan
and Mundy Ranch, Inc.  The Debtor will sell the Property for
$226,895, payable at closing.  The Purchaser has deposited $5,000
as earnest money into escrow with Chama Title Company.  The
Settlement/Signing Date is on or before April 5, 2013.

Robert Mundy, by virtue of a State Court claim and a Notice of Lis
Pendens, may assert a claim on the property.

The Purchasers and the Debtor are represented by Freedom Realty,
Inc. (Michele Marino) as a broker for the limited purpose of
drafting the Agreement and REC.  For this service, the Debtor
requests that Broker's employment be approved and that Debtor be
allowed to compensate Broker for two and a half hours' time at the
hourly rate of $50 per hour, for a total of $125.

The Broker does not have an interest adverse to the Estate.

                         About Mundy Ranch

Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-
owned corporation organized under the laws of the State of New
Mexico with its principal place of business in Rio Arriba County,
New Mexico.  Mundy Ranch sells undeveloped parcels of real
property in northern New Mexico which together occupy
approximately 6,000 acres of land.  The majority of the land
consists of an undivided 5,500 acre parcel, which is also called
Mundy Ranch.  Mundy Ranch scheduled the Mundy Ranch Parcel as
having a value of $17,000,000, with secured claims against the
Mundy Ranch Parcel in the amount of $2,095,000.  Mundy Ranch
generates substantially all of its revenue from developing and
selling parcels of land.  It generates a small amount of revenue
by selling Christmas trees.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel to the
Debtor.  The Debtor estimated assets of $10 million to $50 million
and debts of up to $10 million.


NATURAL PORK: Exclusive Plan Filing Extended Until May 9
--------------------------------------------------------
The Hon. Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa has granted Natural Pork Production II,
LLP's request to extend its extend its exclusive period to file a
plan until May 9, 2013.

As reported by the Troubled Company Reporter on Feb. 5, 2013, the
Debtor said that there are two pending adversary proceedings in
the case that render it somewhat difficult to propose a plan at
this time, and that on Dec. 7, 2012, four wholly-owned
subsidiaries of the Debtor filed their own individual Chapter 11
cases.  The Debtor says that while these cases are not currently
jointly administered with its case, serious consideration needs to
be given to the status and future of those cases, in connection
with its preparing and filing a disclosure statement and plan.

                        About Natural Pork

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represent the IC Committee as
counsel.


NAVISTAR INTERNATIONAL: S&P Affirms 'CCC+' Sr. Unsec. Issue Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it is affirming its
'CCC+' senior unsecured issue rating on Navistar International
Corp. (Navistar) after a proposed $300 million add-on to its
outstanding $900 million unsecured notes due 2021.  The issue
rating is two notches below the 'B' corporate credit rating on
Navistar.  The recovery rating on this issue is '6', indicating
that S&P expects negligible (0-10%) recovery in the event of
default.

The company will use the proceeds to pay down $300 million of the
existing $1 billion Navistar Inc. term loan. (Navistar Inc. is a
core subsidiary of Navistar, and Navistar guarantees the term
loan.)  The $700 million remaining balance of the term loan is
being refinanced and amended with new terms that S&P rated 'BB-'.
S&P will withdraw its rating on the $1 billion term loan once the
transaction closes.

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

RATINGS LIST

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

Ratings Affirmed

Navistar International Corp.
$1.2 bil unsecured notes due 2021*  CCC+
  Recovery Rating                    6

*Including $300 million add-on


NNN CYPRESSWOOD: Court Okays Hiring of Arnstein & Lehr as Counsel
-----------------------------------------------------------------
NNN Cypresswood Drive 25, LLC, sought and obtained court
permission to employ Michael L. Gesas, George P. Apostolides and
Kevin H. Morse and the partners, associates and paralegals of the
law firm of Arnstein & Lehr LLP as their bankruptcy counsel.

As counsel, A&L will be:

   (a) providing legal advice with respect to the Debtor's powers
       and duties as debtors in possession in the management of
       their assets;

   (b) providing legal advice with respect to the Debtor's
       obligations to taxing bodies and other government agencies;

   (c) negotiations with the Debtor's secured creditor and
       preparing responses to all motions filed by the secured
       creditor;

   (d) pursuing confirmation of a plan and approval of a
       disclosure statement;

   (e) preparing, on behalf of the Debtor, all necessary
       applications, motions, answers, orders, reports and other
       legal papers as required by applicable bankruptcy or
       non-bankruptcy law, as dictated by the demands of the
       cases, or as required by the Court, and representing the
       Debtor in any hearings or proceedings related thereto;

   (f) appearing in Court and protecting the interests of the
       Debtor before the Court; and

   (g) performing all other legal services for the Debtor which
       may be necessary and proper in the case.

A&L has advised the Debtor that the current hourly rates
applicable to the principal attorneys proposed to represent the
Debtor are:

   (a) Michael L. Gesas               $550 per hour
   (b) George P. Apostolides          $420 per hour
   (c) Kevin H. Morse                 $270 per hour

Other persons employed by A&L will render services to the Debtor
as needed. Generally, A&L's hourly rates are in these ranges:

       Attorneys: $250.00 - $550.00 per hour; and
       Paralegals: $190.00 per hour.

Prior to the bankruptcy filing, A&L received fees totaling $11,327
for current bankruptcy related services and costs of $1,213.  A&L
has also received a security retainer totaling $87,459.  The
security retainer is being held in one of the A&L's trust accounts
and will not be applied to postpetition fees and costs until
further order of the Court.  The aggregate $100,000 in current
bankruptcy related services and security retainer was paid to A&L
from 15 of the non-Debtor TICs ($55,000) and from Breakwater
Equity Partners ($45,000).

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

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


NNN CYPRESSWOOD: Can Hire Highpoint as Financial Consultant
-----------------------------------------------------------
NNN Cypresswood Drive 25, LLC, sought and obtained court
permission to employ Mubeen M. Aliniazee and Highpoint Management
Solutions, LLC, as its financial consultant.

As financial consultant, Highpoint will:

   a. Assist the Debtor with the coordination of resources related
      to the reorganization of the Debtor's assets and
      liabilities;

   b. Assist in the preparation of information for distribution to
      creditors and others, including, but not limited to,
      schedules and statement of financial affairs, debtor in
      possession operating reports, budgets, cash receipts and
      disbursement analysis, analysis of various asset and
      liability accounts, and analysis of proposed transactions
      for which Court approval is sought;

   c. Attend meetings and assist in discussions with creditors,
      banks, and the secured lender, any official committee(s)
      appointed in the Chapter 11 case, the United States Trustee,
      other parties-in-interest and professionals hired by the
      same;

   d. Assist in the preparation of information and analysis
      necessary for valuation and plan of reorganization;

   e. Assist in the preparation of documentation for a response to
      a potential motion for relief from stay or motion to dismiss
      the bankruptcy case;

   f. Provide litigation advisory services and expert testimony on
      case related issues as required by the Debtor; and

   g. Render other general business consulting or other assistance
      as Debtor's management or counsel may deem necessary that
      are consistent with the role of a financial consultant and
      not duplicative of services provided by other professionals
      in the proceeding.

Highpoint will have a fixed fee of $10,000, which includes the
reimbursement of the actual and necessary expenses Highpoint
incurs, without further Court order.  Highpoint has been paid the
$10,000 fixed fee from Breakwater Equity Partners.

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

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


NNN LENOX: Court Approves Hiring of Tucker Hester as Counsel
------------------------------------------------------------
NNN Lenox Park 9 LLC obtained court permission to employ Tucker
Hester LLC as counsel.

The Troubled Company Reporter reported on Feb. 26, 2013, that the
Debtor selected the firm because it has considerable experience
and knowledge in both corporate transactional work and in
litigation, and in particular, because of the firm's recognized
expertise in bankruptcy and restructuring credit, corporate
finance, taxes, and other areas.

Professional members of the firm have hourly rates between $200
and $425 an hour, and assistants have hourly rates at $120 an
hour.

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

Prior to the Filing Date, the Debtor paid an initial retainer of
$43,213 to Tucker Hester.  The retainer was drawn upon by Counsel
prior to the filing of the Petition in the sum of $6,680 for
services and expenses as provided and incurred by Counsel on
behalf of the Debtor up to the point of the Petition Date.  There
remains $36,533 from the retainer.

                          About NNN Lenox

New Albany, Indiana-based NNN Lenox Park 9, LLC, owns the
undivided 2.795% tenant in common interest in two four-story
office buildings located at 3175 Lenox Park Drive & 6625 Lenox
Park Drive, Memphis, Shelby County, Tennessee.  The Lenox Park
Buildings A & B contain 193,029 square footage of office space and
853 surface parking spaces in adjoining parking.

NNN Lenox filed a Chapter 11 petition (Bankr. S.D. Ind. Case No.
12-92686) in New Albany, Indiana, on Dec. 4, 2012, on the eve of a
non-judicial foreclosure of the Property in Memphis, Shelby
County, Tennessee.  The Debtor, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated at least $10 million
in assets and liabilities.  Judge Basil H. Lorch, III, presides
over the case.

Mubeen Aliniazee, president of Highpoint Management Solutions,
LLC, has been named the restructuring officer.  Jeffrey M. Hester,
Esq., at Tucker Hester, LLC, in Indianapolis, serves as counsel to
the Debtor.

The Chapter 11 case of NNN Lenox Park 9, LLC, was transferred
from New Albany, Indiana to Memphis (Bankr. W.D. Tenn. Case No.
13-21936) effective Feb. 22, 2013.  CWCapital Asset Management
LLC, solely in its capacity as special servicer, sought a transfer
of the case, noting that the Debtor's sole asset is a fractional
ownership of a property in Tennessee; the receiver, Commercial
Advisors Asset Services LLC, is a Memphis-based commercial real
estate firm; and most, if not all of the Debtor's creditors are
located in or around Tennessee and all debt owed by the Debtor
relates to the property.  Venue in Indiana is based solely on the
location of the Debtor's sole member.


NNN PARKWAY: Can Hire Christine Baur & Weiland Golden as Counsels
-----------------------------------------------------------------
NNN Parkway 400 26, LLC, sought and obtained court permission to
employ the Law Office of Christine E. Baur as general bankruptcy
counsel and Weiland, Golden, Smiley, Wang Ekvall & Strok LLP, as
local counsel.

The firms are expected to:

   a. advise the Debtor with respect to the requirements and
      provisions of the Bankruptcy Code, Federal Rules of
      Bankruptcy Procedure, Local Bankruptcy Rules, U.S. Trustee
      Guidelines and other applicable requirements, which may
      affect the Debtor;

   b. assist the Debtor in preparing and filing Schedules and
      Statement of Financial Affairs, complying with and
      fulfilling U.S. Trustee requirements, and preparing other
      documents as may be required after the initiation of a
      Chapter 11 petition;

   c. assist the Debtor in the preparation of a disclosure
      statement and formulation of a Chapter 11 plan of
      reorganization;

   d. advise the Debtor concerning the rights and remedies of the
      estate and of the Debtor in regard to adversary proceedings,
      which may be removed to, or initiated in, the Bankruptcy
      Court; and

   e. represent the Debtor in any proceeding or hearing in the
      Bankruptcy Court in any action where the rights of the
      estate or the Debtor may be litigated, or affected.

Both firms will take care not to duplicate their efforts.

The firms' hourly rates are:

   1. Law Firm of Christine E. Baur -- customary hourly rates
      range from $300 to $395.  The majority of the work will be
      performed by Christine E. Baur whose current hourly rate is
      $395.  The Firm received a $150,000 retainer and transferred
      $10,000 to local counsel.  Of the remaining $140,000
      retainer, $10,813.45 was applied to pre-petition fees and
      costs.  The balance of $129,186.55 is maintained in the
      Firm's client trust account.

   2. Weiland Golden -- hourly rates will range from $200 to $395.
      The majority of the work will be performed by David A. Lee,
      an associate whose hourly rate is $295.  The firm received
      $10,000 of the $150,000 Retainer from the Law Firm of
      Christine E. Baur.  Of the $10,000, the firm applied
      $9,514 to prepetition services.  The balance is maintained
      in the firm's retainer account.

The Firms are "disinterested" within the meaning of Sections
327(a) and 101(14) of the Bankruptcy Code.

                       About NNN Parkway 400

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  According to the docket, the schedules of
assets and liabilities, the statement of financial affairs and
other incomplete filings are due Jan. 14, 2013.  Dana Point,
California-based NNN Parkway estimated assets and debts of
$10 million to $50 million.


NORTHLAND RESOURCES: In Default of Disclosure Obligations
---------------------------------------------------------
Northland Resources S.A. on March 28 disclosed that it expects the
Ontario Securities Commission will note the Company in default of
its continuous disclosure obligations under Ontario securities law
due to the Company not filing by April 2, 2013, its audited
financial statements and associated management discussion and
analysis for the fiscal year ended December 31, 2012.

Since January 2013, Northland has faced serious liquidity issues.
During this period the Company has published its Q4 2012 unaudited
interim condensed financial statements.  However, since the
negotiations with potential investors are still ongoing,
management of the Company is currently not in a position to
evaluate the potential impacts of these negotiations on the Annual
Financial Statements and to finalize its assessment of the going
concern assumption.  As a result, the Company is not in the
position to file its Audited Annual Financial Statements and MD&A
by April 2, 2013.

The Company expects that the OSC will note that the Company will
remain in default until it files the Annual Financial Statements
and MD&A.  To that end and to rectify the Company's financial
situation, the Company is in the process of raising additional
financing outside of Canada.  The Company expects to have
completed the raise of additional financing and file the Annual
Financial Statements and MD&A by April 30, 2013.  This timing is
in compliance with the deadline for filing annual audited
financial statements under the Norwegian Securities Trading Act
and is also in compliance with the pan-European requirements for
financial reporting applicable to companies listed within the
European Economic Area, as set out in Transparency Directive
2004/109/EC and implemented in both Norway and Luxembourg.

Although the Company is still working on securing its long term
financing, the Company announced on March 22, 2013 that its bond-
holders and major suppliers agreed to provide a short term
financing totaling USD20 million, of which USD10 million comes
from the debt service account of the bond trustee, with an
additional USD10 million being provided as a bridge facility by
major suppliers.  The funding received is expected to allow the
Company to continue its operations at the present level and the
Company believes it will realistically be able to resolve its long
term financing solution during April 2013.

In the meantime, the Company has submitted an application to the
Canadian securities regulatory authorities pursuant to National
Policy 12-203 - Cease Trade Orders for Continuous Disclosure
Defaults ("NP 12-203") requesting that a management cease trade
order be imposed upon the officers of the Company in lieu of a
general cease trade order in respect of the Company's continuous
disclosure default.

Subsequently, the Company intends to satisfy the alternative
information guidelines prescribed by NP 12-203 by issuing bi-
weekly default status reports in the form of news releases so long
as it remains in default of continuous disclosure requirements.

Northland is a producer of iron ore concentrate, with a portfolio
of production, development and exploration mines and projects in
northern Sweden and Finland.  The first construction phase of the
Kaunisvaara project is complete and production ramp-up started in
November 2012.  The Company produces high-grade, high-quality
magnetite iron concentrate in Kaunisvaara, Sweden, where the
Company will exploit two magnetite iron ore deposits, Tapuli and
Sahavaara.  Northland has entered into off-take contracts with
three partners for the entire production from the Kaunisvaara
project over the next seven to ten years.  The Company is also
preparing a Definitive Feasibility Study ("DFS") for its
Hannukainen Iron Oxide Copper Gold ("IOCG") project in Kolari,
northern Finland and for the Pellivuoma deposit, which is located
15 km from the Kaunisvaara processing plant.


PARADISE HOSPITALITY: Court Confirms Chapter 11 Plan
----------------------------------------------------
Judge Erithe Smith of the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, entered an order on
Feb. 6, 2013, confirming Paradise Hospitality, Inc.'s First
Amended Chapter 11 Plan of Reorganization.

According to the Disclosure Statement, the Plan will accomplish
payments under the Plan by its earnings from rental of the
Debtor's property.  The Debtor's revenue will be used to pay
secured property tax claims, pay RREF WB Acquisitions, LLC, pay
administrative claims and priority unsecured claims, with a
distribution to general unsecured creditors.  Three years after
the Effective Date of the Plan, the Debtor anticipates refinancing
the loans held by RREF to satisfy claims in full.

In is anticipated that, on the Effective Date, the Debtor will
have $500,000 unless the sale of the Retail Center  -- a hotel
located in Toledo, Ohio and a retail shopping center in El Dorado,
Arkansas -- has closed already at that time, in which case it
anticipates having well over $1,000,000.

Under the Plan, general unsecured creditors will receive for their
allowed claims ($1,815,910) an amount equal to their allowed claim
paid in equal quarterly installments over 120 months.

Dae In Kim and Jane Kim each will retain their respective 50%
shareholder interest.

                    About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Sam S. Oh, Esq., at
Lim, Ruger & Kim, LLP, serves as the Debtor's counsel.  The Debtor
disclosed $15,628,687 in assets and $21,430,333 in liabilities as
of the Chapter 11 filing.  The petition was signed by the Debtor's
president, Dae In Kim, a Korean businessman who lives in southern
California.


PENSON WORLDWIDE: $6.5 Million Securities Settlement Approved
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Penson Worldwide Inc., once a clearing broker and
futures commission merchant, received approval from the bankruptcy
court last week to settle a securities class-action lawsuit for
$6.5 million.

The report recounts that shareholders sued in federal district
court in Texas in August 2011, alleging Penson overstated assets
and cash flow.  XL Specialty Insurance Co., the provider of
directors' and officers' liability insurance, agreed to settle the
suit by paying $6 million.  The auditor BDO Seidman LLP agreed to
kick in $500,000.

The report notes the settlement also must be approved by the
district court.

Penson is awaiting approval of disclosure materials explaining the
Chapter 11 reorganization. The company has been targeting a May 21
confirmation hearing for approval of the plan.  Apart from changes
being made at request of the committee, the liquidating Chapter 11
plan was negotiated before the January bankruptcy filing.

                    About Penson Worldwide

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

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

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

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

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

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

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


PHIL'S CAKE: Can Hire Levin to Pursue Claim vs. BP Over Deepwater
-----------------------------------------------------------------
Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc.,
obtained permission from the U.S. Bankruptcy Court to employ
Levin, Papantonio, Thomas, Mitchell, Rafferty & Proctor, P.A., as
special counsel to pursue a claim filed against BP PLC arising
from the Deepwater Horizon oil spill.

The Troubled Company Reporter reported on Feb. 14, 2013, that
Jemison Mims, Jr., Esq., attested that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.  Alessi's will pay Levin Papantonio on a
contingency fee agreement as 20% of any amount received by
Alessi's through a settlement of the BP/Deepwater Claim, or 33% of
any amount awarded to Alessi's through a legal proceeding.

                      About Alessi's Bakeries

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

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

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

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

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


PHILIP AURORA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Philip Aurora, LLC
        8739 Roundhouse Circle
        Easton, MD 21601

Bankruptcy Case No.: 13-15183

Chapter 11 Petition Date: March 26, 2013

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Tate Russack, Esq.
                  RUSSACK ASSOCIATES, LLC
                  100 Severn Ave, Suite 101
                  Annapolis, MD 21403
                  Tel: (410) 505-4150
                  Fax: (410) 510-1390
                  E-mail: tate@russacklaw.com

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

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

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

The petition was signed by Benjamin Philip, co-managing member.


PHOENIX COYOTES: Darin Pastor-Led Investor Group Eyes Acquisition
-----------------------------------------------------------------
Darin Pastor, founder and CEO of Capstone Affluent Strategies, has
formed an exploratory committee of seasoned investment bankers and
other related sports entertainment advisors in an effort to
acquire the Phoenix Coyotes of the National Hockey League.

Mr. Pastor has reached out to Mike Nealy, President, Chief
Operating Officer, and Alternate Governor of the Coyotes, directly
to express interest in purchasing the team.

"Hockey is in my DNA," Mr. Pastor said.  "My family has enjoyed a
love affair with the sport for over three generations.  When we
saw the prospect to get involved with the NHL and purchase the
Coyotes, it was like a dream come true."

A native of Buffalo, N.Y., Mr. Pastor has been around the sport of
hockey for his entire life.  In 1956, his grandfather and great-
uncles bought the Buffalo Bison Hockey Club when the previous
owner threatened to move the team, and under their guidance, the
Bisons improved dramatically, winning the Calder Cup in 1960,
1964, and 1970.  Buffalo's roster featured many future NHL stars
and quickly became one of the hottest tickets in the league, with
an average attendance of over 10,500 per game.  The Pastor family
sold the Bisons in 1971 shortly after the franchise joined the NHL
as the expansion Buffalo Sabres.

"If we have an opportunity to acquire the franchise, we will do
everything we can to make sure it stays in the great city of
Glendale and continues to enhance the Phoenix metropolitan area."

If approved by the league's Board of Governors, Pastor's group
would have controlling interest of the team and seek to keep the
franchise in Glendale.

The Coyotes have been run by the NHL the past three seasons, since
the team went into bankruptcy in 2009 under former owner Jerry
Moyes.  Despite their financial issues, the Coyotes have remained
competitive on the ice, reaching the Stanley Cup Playoffs each of
the past three seasons and advancing to the Western Conference
Finals for the first time in franchise history in 2012.

Capstone Affluent Strategies, a wealth management firm located in
Irvine, Cal., has an office in Phoenix as well as 11 other cities
and maintains a principle of supporting communities that serve its
clients.

                     About the Phoenix Coyotes

The Phoenix Coyotes -- http://www.PhoenixCoyotes.com-- are one of
30 teams that play in the National Hockey League.  The Coyotes are
based in Glendale, Arizona and play their home games at Jobing.com
Arena.  The Coyotes have qualified for the playoffs for the past
three years and in 2011-12, the team won the Pacific Division
title and reached the Western Conference Final for the first time
in franchise history. On the ice, the Coyotes are led by Captain
Shane Doan, goaltender Mike Smith and standout defensemen Keith
Yandle and Oliver Ekman-Larsson. Off the ice, the club is a model
of consistency under the guidance of President & COO Mike Nealy,
General Manager Don Maloney (2009-10 GM of the Year), and Head
Coach Dave Tippett (2009-10 Jack Adams Award winner as the NHL's
top coach).


PRIVA SECURITY: Cyber Solutions Lawsuit Goes to Bankr. Court
------------------------------------------------------------
District Judge Robert Holmes Bell referred Cyber Solutions
International, LLC's complaint for declaratory and injunctive
relief against Priva Security Corporation, Priva Technologies,
Inc., and Pro Marketing Sales, Inc., to the bankruptcy court
overseeing Priva's Chapter 11 case.  The District Judge said the
subject matter of the Plaintiff's complaint concerns competing
claims to the assets of Priva, whose Chapter 11 Plan of
Reorganization was recently confirmed by the Bankruptcy Court for
the Western District of Michigan.  The Plaintiff's complaint
raises numerous issues concerning the interpretation of the
Chapter 11 Reorganization Plan and the Design Service and
Intellectual Property License Agreement that was approved under
the Plan.  Issues of construction arise in conjunction with the
Plaintiff's claim that the License was not properly terminated,
and in conjunction with the competing claims of Cyber Solutions
and Pro Marketing to the second generation of SKSIC technology
created under the License.  Resolution of the Plaintiff's
complaint, according to the District Judge, also raises questions
concerning how best to protect unsecured creditors of the debtor.

"[The] bankruptcy court is most familiar with the parties to this
case, and also with the other parties who hold an interest in the
assets at issue in this case. In addition, the issues presented
are within the particular expertise of the bankruptcy court.
It would take significant time for this Court to familiarize
itself with the entire background of this case, and the Court
would never be sure whether its conclusions were consistent with
the understanding and intent of the bankruptcy judge who confirmed
the Plan. The bankruptcy court has the expertise, resources, time,
and personnel to attend to this matter and to clarify the rights
and responsibilities of the parties vis-a-vis the SKSIC
technology. The Court accordingly believes that referring this
case back to the bankruptcy court for further proceedings is in
the best interests of justice and judicial economy," said Judge
Bell in a March 27, 2013 Opinion available at http://is.gd/GJ6RAo
from Leagle.com.

The case is, CYBER SOLUTIONS INTERNATIONAL, LLC, Plaintiff, v.
PRIVA SECURITY CORPORATION, et al., Defendants, No. 1:13-CV-202
(W.D. Mich.).

Priva Technologies, Inc., filed for Chapter 11 bankruptcy (Bankr.
W.D. Mich. Case No. 11-12574) on Dec. 22, 2011, listing under
$1 million in assets and under $10 million in debts.  Bankruptcy
Judge Jeffrey R. Hughes presided over the case.  Joseph R. Sgroi,
Esq., at Honigman Miller Schwartz and Cohn LLP, served as the
Debtor's counsel.

The Plan was confirmed on June 20, 2012, and became effective on
Jan. 2, 2013.  Priva went out of business within only a few months
after the Plan became effective.  On March 26, 2013, Official
Committee of Unsecured Creditors of Priva Technologies, Inc. filed
a motion for conversion to Chapter 7.


PVH CORP: Warnaco Acquisition Won't Impact Moody's 'Ba2' CFR
------------------------------------------------------------
Moody's Investors Service stated there is no immediate impact on
PVH Corp's Ba2 Corporate Family Rating or stable rating outlook
following its issuance of revised expectations for the performance
of the recently acquired Warnaco business in its 2013 fiscal year.

PVH Corp (Ba2/stable) announced that it now expects the impact of
its acquisition of Warnaco Group, Inc., will have a dilutive
impact of approximately $0.25 per share in fiscal 2013, which
compares to PVH's initial expectations when it announced the
Warnaco acquisition in October, 2012 that Warnaco would be
accretive by approximately $0.35 per share.

"While the updated guidance indicates the challenges facing
Warnaco's business are more intense than initially expected, we
believe PVH has strong operational and integration capabilities,
evidenced by its previous successful acquisition integrations"
said Moody's Vice President Scott Tuhy. He added "We believe the
company has identified the relevant issues and will implement
strategies to address them."

PVH Corp., headquartered in New York, NY, owns several leading
apparel brands including Calvin Klein, Tommy Hilfiger, Van Heusen,
IZOD and Arrow. Following the company's February, 2013 acquisition
of Warnaco, pro forma revenues exceed $8 billion. The principal
methodology use to rate PVH is the Global Apparel Industry
Methodology published in May 2010.


PWK TIMBERLAND: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: PWK Timberland, LLC
        1401 Ryan Street
        Lake Charles, LA 70601

Bankruptcy Case No.: 13-20242

Chapter 11 Petition Date: March 22, 2013

Court: United States Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Judge: Robert Summerhays

Debtor's Counsel: Gerald J. Casey, Esq.
                  613 Alamo Street
                  Lake Charles, LA 70601
                  Tel: (337) 474-5005
                  E-mail: ECF@caseylaw.net

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

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

The petition was signed by Samuel Y. Pruitt, manager/president.

Debtor's List of 11 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
H. Aubrey White, III      tendering member       $595,096
4109 Maidstone Drive      (51.53801#units)
Lake Charles, LA 70605

Esther White Goldstein    tendering member       $549,394
5223 Sunningdale          (47.58004#units)
Charlotte, NC 28277-2682

Melissa White Harper      tendering member       $549,394
2581 Orchard Knob SE      (47.58004#units)
Atlanta, GA 30339-4620

Brittany E. White         tendering member       $16,511

Daniel M. Goldstein       tendering member       $16,511

Melissa C. Goldstein      tendering member       $16,511

Tiffany L. White          tendering member       $16,511

James R. Harper, IV       tendering member       $8,255

Lillian R. Harper         tendering member       $8,255

Rachel E. Harper          tendering member       $8,255

Sarah V. Harper           tendering member       $8,255


QUALTEQ INC: Ch. 11 Trustee Wants FrankGecker as Conflicts Counsel
------------------------------------------------------------------
Fred C. Caruso, as the chapter 11 trustee in the chapter 11 cases
of Qualteq, Inc., d/b/a VCT New Jersey, Inc., and its affiliated
debtors, seeks court permission to employ FrankGecker, LLP, as
conflicts counsel.

The Trustee wants FrankGecker as his counsel to handle certain
matters that will not be handled by the Trustee's primary counsel,
Kirkland & Ellis, LLP, because, among other reasons, those matters
pose potential conflicts of interest or can be more efficiently
handled by FrankGecker.  In addition, FrankGecker's services will
include the analysis and, potentially, prosecution of objections
to fee applications submitted by professionals previously employed
by the Debtors and initiating causes of action against those
parties and others.  Specifically, FrankGecker's professional
services will include:

   a. Evaluation of issues related to services provided and fees
      and expenses charged by professionals during the Debtors'
      bankruptcy cases and litigation of any issues identified by
      that evaluation;

   b. Evaluation and objection to claims to the extent such
      matters raise a conflict of interest for primary counsel;
      and

   c. Other matters that may arise and which raise a conflict of
      interest for primary counsel.

The current hourly rates charged by FrankGecker are:

      Partners                       $690.00
      Counsel                        $425.00 - $450.00
      Associates                     $290.00 - $375.00
      Paraprofessionals              $145.00 - $175.00

To the best of the Trustee's knowledge, FrankGecker is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, as required by Section 327(a) and does not
hold or represent an interest adverse to the Trustee or these
chapter 11 estates.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engaged in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactured magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Debtor Avadamma LLC disclosed $38,491,767 in
assets and $36,190,943 in liabilities as of the Petition Date.
The case was transferred to Chicago from Delaware in February
2012.  At the request of Bank of America NA, the bankruptcy judge
in Chicago appointed Fred C. Caruso of Development Specialists,
Inc., as Chapter 11 trustee in May 2012.

During the Delaware proceedings, the Debtors hired Fox Rothschild
LLP, as local counsel and K&L Gates LLP acted as general
bankruptcy counsel.  Scouler & Company was tapped as restructuring
advisors.  The Debtors are currently represented by Harley J.
Goldstein, Esq., and Matthew E. McClintock, Esq., at Chicago firm,
Goldstein & McClintock LLC.  In the Delaware proceedings, Roberta
A. DeAngelis, U.S. Trustee for Region 3, appointed four unsecured
creditors to serve on the Official Committee of Unsecured
Creditors.  The Committee has hired Lowenstein Sandler PC as
counsel and Eisneramper LLP as accountants and financial advisors.
Cozen O'Connor serves as the Committee's Co-Counsel

In November 2012, the Qualteq trustee completed the sale of the
business for $51.2 million to Valid USA Inc.  The price included
$46.1 million in cash plus the assumption of liabilities.

The Chapter 11 Trustee is represented by Kirkland & Ellis.


QUALTEQ INC: Ch. 11 Trustee Can Expand Bradford Dooley's Services
-----------------------------------------------------------------
Fred C. Caruso, as the chapter 11 trustee in the chapter 11 cases
of Qualteq, Inc., d/b/a VCT New Jersey, Inc., and its affiliated
debtors, sought and obtained court permission to expand the scope
of the original retention of Bradford R. Dooley & Associates, to
provide tax advisory and financial reporting services for the
Debtors for the 2012 and 2013 tax years.

Dooley had been retained as independent auditor, accountant, and
tax advisor to the Trustee.  But the firm's engagement letters
only applied to services for the 2011 tax year.  Dooley will
provide tax advisory and financial reporting services as necessary
and requested by the Trustee, including:

   (a) preparing and/or reviewing original and amended returns for
       the 2012 and 2013 tax years for the Debtors, including
       federal, state, and local income taxes, gross receipts, and
       license, sales, and use taxes;

   (b) assisting in the transition of all financial compilation
       and reporting services from Dooley to an internal reporting
       function; and

   (c) responding to due diligence requests from potentially
       interested parties in the ongoing auction of the chapter 11
       estates' real property interests.

Dooley will continue to bill the Trustee at the same standard
billing rate for professionals engaged in hourly services,
$100 to $175 per hour not to exceed fixed caps ranging up to
$4,900 per Debtor per tax year.

To the best of the Trustee's knowledge, Dooley is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code, as required by section 327(a) of the Bankruptcy Code.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engaged in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactured magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Debtor Avadamma LLC disclosed $38,491,767 in
assets and $36,190,943 in liabilities as of the Petition Date.
The case was transferred to Chicago from Delaware in February
2012.  At the request of Bank of America NA, the bankruptcy judge
in Chicago appointed Fred C. Caruso of Development Specialists,
Inc., as Chapter 11 trustee in May 2012.

During the Delaware proceedings, the Debtors hired Fox Rothschild
LLP, as local counsel and K&L Gates LLP acted as general
bankruptcy counsel.  Scouler & Company was tapped as restructuring
advisors.  The Debtors are currently represented by Harley J.
Goldstein, Esq., and Matthew E. McClintock, Esq., at Chicago firm,
Goldstein & McClintock LLC.  In the Delaware proceedings, Roberta
A. DeAngelis, U.S. Trustee for Region 3, appointed four unsecured
creditors to serve on the Official Committee of Unsecured
Creditors.  The Committee has hired Lowenstein Sandler PC as
counsel and Eisneramper LLP as accountants and financial advisors.
Cozen O'Connor serves as the Committee's Co-Counsel

In November 2012, the Qualteq trustee completed the sale of the
business for $51.2 million to Valid USA Inc.  The price included
$46.1 million in cash plus the assumption of liabilities.

The Chapter 11 Trustee is represented by Kirkland & Ellis.


RANCHO CALIFORNIA: Plan Proposes to Pay Creditors from Rent
-----------------------------------------------------------
Rancho California Center LP, d/b/a North View Business Center,
delivered to the U.S. Bankruptcy Court for the Southern District
of California a plan of reorganization that proposes to pay
creditors from rent proceeds from the lease of the Debtor's real
property at 4655 North Avenue, in Oceanside, California.

The Plan provides for one class of secured claims, one class of
unsecured claims, and one class of equity security holders.  The
Plan proposes to modify the note by extending the maturity date of
the note held by the only secured creditor, Nationwide Life
Insurance Company, and continue making the regular monthly
payments called for under the note.  Prior to the new maturity
date the Debtor will refinance or liquidate the real property.
Unsecured creditors holding allowed claims will receive full
distributions in quarterly installments equal to 100 cents on the
dollar.  Equity interest holders will retain their same percentage
interests in the Debtor.  The Plan also provides for the payment
of administrative and priority claims in full on the effective
date of the Plan with respect to any such claim unless otherwise
agreed to by the Debtor and the holder of such claim.

A full-text copy of the Plan dated March 12, 2013, is available
for free at http://bankrupt.com/misc/RANCHOCALIFplan0312.pdf

                     About Rancho California

Rancho California Center, doing business as North View Business
Center, filed a bare-bones Chapter 11 petition (Bankr. S.D. Cal.
Case No. 12-16157) on Dec. 10, 2012.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), filed schedules disclosing $11.3 million in assets
and $3.13 million in liabilities.  The Debtor owns a 92,000-square
feet industrial building at 4665 North Avenue, in Oceanside,
California.  The property is valued at $11 million and secures a
$3.05 million debt to Nationwide Life Insurance Co.


READER'S DIGEST: Committee to Hire Vandenberg as Special Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of RDA Holding Co.,
et al., asks the Bankruptcy Court for an order authorizing the
employment and retention of Vandenberg & Feliu LLP, effective as
of Feb. 28, 2013, as special/conflicts counsel to the Committee.

The professional services that V&F will render to the Committee
include:

     A. assisting and advising the Committee in its investigation
        into the validity and extent ofliens and claims ofthe
        Debtors' prepetition secured lenders, and if appropriate
        pursuit of causes of action with respect thereto;

     B. assisting and advising the Committee in its investigation
        of any other estate causes of action to the extent that
        the Committee's main counsel OSH&R is conflicted;

     C. assisting the Committee, in the review, analysis, and
        negotiation of any financing agreement(s) and related
        orders to the extent that the Committee's main counsel
        OSH&R is conflicted;

     D. preparing on behalf of the Committee all necessary
        motions, applications, answers, orders, reports and
        papers in support of positions taken by the Committee,
        on matters relating to which the Committee's main counsel
        OSH&R is conflicted;

     E. appearing, as appropriate, before the Court, the Appellate
        Courts, and the United States Trustee, and protecting the
        interests of the Committee before this Court and before
        the United States Trustee to the extent that the
        Committee's main counsel OSH&R is conflicted; and

     F. performing all other necessary legal services in these
        cases on behalf of the Committee, relating to which the
        Committee's main counsel OSH&R is conflicted.

Subject to the Court's approval, V&F will charge for its legal
services on an hourly basis and for its actual, reasonable and
necessary out-of-pocket disbursements.  The hourly rates currently
charged by V&F, subject to adjustment, is:

     Partner/Counsel                $425-$550
     Associate                      $325-$425
     Paralegal                      $100-$200

To the best of the Committee's knowledge, Vandenberg & Feliu is a
"disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b),
and does not hold or represent an interest adverse to the
estates.

                     About Reader's Digest

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

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

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

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

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


READER'S DIGEST: Can Use Prepetition Cash Managent System
---------------------------------------------------------
U.S. Bankruptcy Judge Robert D. Drain has authorized RDA Holding
Co. and its affiliates to continue to manage their cash pursuant
to the Cash Management System maintained by the Debtors before the
Petition Date.

The Debtors may collect, concentrate, and disburse cash in
accordance with the Cash Management System, including intercompany
funding to Debtor and non-Debtor affiliates, including pursuant to
the Netting Program.  The Debtors are authorized to make ordinary
course changes to their Cash Management System without further
Court order.

Judge Drain directs the Debtors to maintain accurate records of
all transfers within the Cash Management System so that all
postpetition transfers and transactions shall be adequately and
promptly documented in, and readily ascertainable from, their
books and records, to the same extent maintained by the Debtors
before the Petition Date.

                     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 Honor Prepetition Customer Obligations
-----------------------------------------------------------
U.S. Bankruptcy Judge Robert D. Drain has authorized RDA Holding
Co. and its affiliates to (i) pay, perform, and honor the Customer
Program Obligations, and (ii) continue, renew, replace, implement
new, and/or terminate, one or more of the Customer Programs as
they deem appropriate, in the ordinary course of business, without
further application to the Court.

In addition, the Debtors are authorized to issue new postpetition
checks, or effect new electronic fund transfers, on account of the
Customer Program 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.

Judge Drain authorized all the Disbursement Banks to receive,
process, honor, and pay all checks presented for payment of, and
to honor all fund transfer requests made by the Debtors related
to, the claims that the Debtors are authorized to pay pursuant to
this Final Order, regardless of whether the checks were presented
or fund transfer requests were submitted before or after the
Commencement Date.

                     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: Restrictions Set on Securities Trading
-------------------------------------------------------
The Bankruptcy Court has authorized RDA Holding Co. and its
affiliates to establish notification procedures and approving
restrictions on certain transfers of interests in the Debtors.  As
a result, any acquisition, disposition, or other action in
violation of the procedures and restrictions will be null and void
ab initio as an act in violation of the automatic stay.

The Court found that the Debtors' net operating loss carryforwards
-- NOLs -- and foreign tax credit carryforwards -- FTCs -- and
certain other tax attributes are property of the Debtors' estates.
Unrestricted trading in equity securities of RDA Holding before
the Debtors' emergence from Chapter 11 could further limit the
Debtors' ability to use the Tax Attributes for purposes of the
Internal Revenue Code of 1986.

                     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.


REVOLUTION DAIRY: Wants to Use Cash Collateral Until July 31
------------------------------------------------------------
Revolution Dairy, LLC, Highline Dairy, LLC, and Robert and Judith
Bliss seek authorization from the Hon. R. Kimball Mosier of the
U.S. Bankruptcy Court for the District of Utah to use cash
collateral from April 1, 2013, to July 31, 2013.

The Debtors seek to use cash derived from the sale of milk and the
sale of surplus cattle and surplus feed, and encumbered by liens
in favor of Rabo AgriFinance, Delta Cache, L.L.C., Metropolitan
Life Insurance Company, Intermountain Farmers Association, Western
Ag Credit, and Cargill, Inc.  Only Met Life and Rabo have
interests in the cash which require adequate protection.

Under current cash collateral orders, Met Life is receiving
adequate protection payments of $97,123 per month and Rabo is
receiving $150,000 per month.  This will continue through the
period for proposed use of cash collateral.

The Debtors also ask court to approve a form pre-payment purchase
agreement and approving priming liens granted to crop farmers, and
interim payments to accountants and attorneys.

Farmers of other crops will be paid advance payments of other
amounts, not exceeding $300/acre, depending on the type and value
of the feed crop grown.  Under the proposed Purchase Agreement,
the farmers will grant a security interest to the Debtors on their
growing crops to secure the advance on the purchase price of the
feed.  The Debtors will, in turn, assign this security interest to
Met Life and Rabo to the extent of the Debtors' use of their cash
collateral.  Met Life and Rabo will further be granted a
replacement lien in the feed that is purchased with the advance.

Under the proposed Advance Payment Agreement, the Debtors will
grant each of the farmers providing feed crops a lien on the crops
they deliver which will be superior to any other lien held by any
creditor of these jointly administered estates (except post-
petition vendors/farmers of similar comingled crops) and which
will secure payment for the crop in full.

As reported by the Troubled Company Reporter on Feb. 6, 2013, the
Debtors sought entry of an order which, among other things,
confirm the grant of administrative expense status to obligations
arising from postpetition delivery of goods, and authorize payment
of obligations arising from postpetition delivery of goods in the
ordinary course of business.  The Debtors said that absent the
relief requested, they may be unable to convince the many vendors,
many of whom are farmers and small businesses themselves, to
continue to support the Debtors' operations until a plan of
reorganization can be filed and confirmed.  On Jan. 31, the Court
authorized the Debtors' interim use of cash collateral to pay Judd
Harwood $100,000.  The Court scheduled a final hearing on the
Debtors' motion on Feb. 14, 2013.

In a court order dated Feb. 22, 2013, the Court allowed the
Debtors to continue using cash collateral until Feb. 28.

                      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.


RHYTHM AND HUES: Prana Studios Acquires Business
------------------------------------------------
Academy Award(R)-winning visual effects and animation studio
Rhythm & Hues was acquired out of bankruptcy on March 28 by a
wholly-owned affiliate of Los Angeles-based Prana Studios, Inc.
At a hearing held on March 29 in U.S. Bankruptcy Court in Los
Angeles, Judge Neil Bason approved Prana Studios affiliate, 34x118
Holdings Inc., as the winning bidder after a two-day auction.
Prana Studios, Inc. is a U.S. animation and visual effects studio
with offices in Los Angeles and Mumbai, India.

"Our partnership will allow R&H to continue the business of
creating world-class digital imagery," said Jeffrey A. Okun,
Senior Vice-President, VFX, Prana Studios.  "While remaining a
stand-alone company focusing on cutting-edge visual effects and
innovative technology, R&H will be complimented by Prana's world-
class long-form animation.  Our complimentary talents and
relationships will create a new, best-in-class one-stop boutique
provider of digital imagery to clients globally.  With the
additional support of our strong investor group, we are confident
R&H will continue to be the innovative quality leader in our field
that they've been for 30 years.  We are thankful to Universal and
Fox for their overwhelming support."

The company's assets were acquired from the court by 34x118
Holdings Inc., a Prana Studios affiliate.  34x118 Holdings Inc. is
the new operating company.  Allan Soong of Deliotte CRG will serve
as Chief Restructuring Officer of the new operating company, and
will work with Lee Berger as President, Erika Burton as Co-
President, and Gautham Krishnamurthy as CTO to restructure the
operations while maintaining the creative expertise which
comprises the heart and soul of the R&H brand.

"This is a positive outcome to a difficult situation," said Lee
Berger, "and we are thrilled to be able to put this process behind
us.  We are grateful for Prana's support as well as the support of
their investor group, and are excited to begin the next chapter of
R&H's history."

Anand Mahindra, Chairman, Mahindra Group said, "We are delighted
to have been early-stage investors in Prana Studios.  This bold
move will make them the animation / VFX leaders with global
delivery capability and will substantially increase the scale and
complexity of their work."

Founder of Sherpalo Ventures and Google Board member Ram Shriram
said, "I am excited for Prana -- the best at full service digital
animation, and now digital VFX.  This new arrangement allows for a
single stop, stable long term solution for all the digital
creative needs of the studios."

Co-founder of Nexus Venture Partners Naren Gupta stated, "Prana's
focus on high-quality animation and VFX is a cost-effective
business model that has made us a favorite partner of leading
studios around the world.  Acquisition of Rhythm & Hues will allow
us to offer an even broader platform to our partners.  Prana and
its founders are continuing to innovate the way high-quality
creative activities should be performed. I remain a huge fan of
Prana and its management team."

Peter M. Gilhuly of Latham & Watkins, Andrew Walter of Evolution
Media Capital, and PJ Shapiro of Ziffren, Brittenham and Branca
represented Prana Studios, Inc. in the negotiations.  Brian L.
Davidoff of Greenberg Glusker represented Rhythm & Hues.

                    About Prana Studios, Inc.

About Prana Studios, Inc. is an artist-driven, full-service 3-D
animation and visual effects studio with production offices in Los
Angeles, CA, USA and Mumbai, India.  The studio develops content
and creates state of the art visual imagery for full-length
feature animated films, high quality visual effects for live
action and hybrid films, short-form media, and special venue
attractions.  Prana works in collaboration with major Hollywood
studios and independent production companies throughout the world.
The studio's creative skills range from visual and story
development to final post, including complete CG and stereoscopic
animation and image creation.  Prana is a U.S. company founded in
2003 by Arish Fyzee, Kristin Dornig and Pankaj Gunsagar, and is
backed by an outstanding group of investors who include Anand
Mahindra (Mahindra & Mahindra), Mukesh Ambani (Reliance
Industries), Naren Gupta (Nexus Capital), and Ram Shriram
(Sherpalo).  Jeffrey A. Okun is Sr. Vice-President of Visual
Effects.

Prana Studios, Inc. is an anchor venture investor and partner in
Kidaptive, an innovative educational technology company dedicated
to smart storytelling on iPads.  The curriculum is developed in
collaboration with Stanford University researchers to create
entertaining and adaptive content that helps children learn.

Current projects include the upcoming "Planes" theatrical release
for the Walt Disney Company (August 2013), the animated feature
film "Legends of Oz" (Spring 2014 release), "Pourquoi j'ai (pas)
mange mon Pere" (Pathe 2014), Percy Jackson 2 (20th Century Fox),
and "Saving Santa" (Gateway Films 2013).

Major credits include the Academy Award Submitted "Secret of the
Wings," "Tinkerbell and the Great Fairy Rescue" and "Tinkerbell
and the Lost Treasure" (Walt Disney Studios), "Hitchcock" (20th
Century Fox), "The Watch" (20th Century Fox), "Tron Legacy" (Walt
Disney Studios), "Transformers, Dark of the Moon" (Paramount
Pictures), "Thor" (Paramount Pictures), "Tinkerbell" (Walt Disney
Studios), "The Chubb-Chubbs Save Xmas" (Sony Pictures
Imageworks/Sony Pictures Animation), "Hoodwinked" (The Weinstein
Co.), Unstable Fables (The Weinstein Co./The Jim Henson Co.),
among others.

                      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.  The
petition was signed by John Patrick Hughes, president and CFO.

R&H has 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 has a 135,000 square-foot facility in
El Segundo, California. It has more than 460 employees.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, are
providing DIP financing.  They are represented by Jones Day's
Richard L. Wynne, Esq., and Lori Sinanyan, Esq.


ROCHA DAIRY: U.S. Trustee Asks Court for Case Dismissal
-------------------------------------------------------
Gail Brehm Geiger, Acting U.S. Trustee for Region 18, has asked
the U.S. Bankruptcy Court for the District of Idaho to dismiss the
Chapter 11 case of Rocha Dairy, LLC.

In a filing dated Feb. 26, 2013, the Trustee said that the case
has been pending approximately 21 months, but no plan has been
confirmed, causing unreasonable delay to the creditors.  The
Debtor filed plans of reorganization in April 2012, June 2012,
August 2012, and February 2013, but no plan has been confirmed.

According to the Trustee, there is a continuing loss or diminution
of the estate and the absence of a reasonable likelihood of
rehabilitation, as evidenced by the Debtor's own statements.  The
Debtor's financial performance hasn't improved in the intervening
months.  Its January 2013 monthly operating report shows that
after 20 months of post-petition operations, its ending cash
balance was $6,151.  The Trustee said that the Debtor has been
unable to accumulate any cash which it will need to operate and
make plan payments.  The Debtor doesn't have cash on hand to pay
its attorney fees, accounting fees and it hasn't set aside any
money to pay the Unsecured Creditors' Committee attorney fees as
ordered by the Court.

The Debtor's cash flow problems have caused it to accrue post-
petition payroll tax liabilities, the Trustee stated.

                         About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No.
11-40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel to the Debtor.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  The petition was signed by Elcidio Rocha, member.


S.R. BRAY: 7th Cir. Upholds $500,000 Judgment on Labor Suit
-----------------------------------------------------------
Before the U.S. Court of Appeals for the Seventh Circuit are
appeals in two closely related collective actions for overtime pay
under the Fair Labor Standards Act.  The original named defendants
were JT Packard & Associates, the plaintiffs' employer, and
Packard's parent, S.R. Bray Corp.

Packard provided, and continues under its new ownership by Thomas
& Betts Corporation to provide, maintenance and emergency
technical services for equipment designed to protect computers and
other electrical devices from being damaged by power outages.  All
of Packard's stock was acquired in 2006 by Bray, though Packard
retained its name and corporate identity and continued operating
as a stand-alone entity.

The workers' FLSA suit was filed two years later.  Several months
after it was filed, Bray defaulted on a $60 million secured loan
that it had obtained from the Canadian Imperial Bank of Commerce
and that Packard, Bray's subsidiary, had guaranteed.

To pay as much of the debt to the bank as it could, Bray assigned
its assets -- including its stock in Packard, which was its
principal asset -- to an affiliate of the bank. The assets were
placed in a receivership under Wisconsin law and auctioned off,
with the proceeds going to the bank.  Thomas & Betts was the high
bidder at the auction, paying approximately $22 million for
Packard's assets.  One condition specified in the transfer of the
assets to Thomas & Betts pursuant to the auction was that the
transfer be "free and clear of all Liabilities" that the buyer had
not assumed, and a related but more specific condition was that
Thomas & Betts would not assume any of the liabilities that
Packard might incur in the FLSA litigation. After the transfer,
Thomas & Betts continued to operate Packard much as Bray had done,
and offered employment to most of Packard's employees.

In the FLSA suit, the district judge allowed the plaintiffs to
substitute Thomas & Betts Power Solutions, LLC, for the original
defendants, in view of its parent, Thomas & Betts Corporation's
purchase of Packard's assets.  The parent placed those assets in
Power Solutions, a wholly owned subsidiary.  By virtue of the
substitution, Thomas & Betts is the entity against which the
plaintiffs seek damages for Packard's alleged violations of their
rights under the FLSA when Packard was owned by Bray.

Thomas & Betts objected to being substituted, and its objection,
rejected by the district court, is the sole basis of the appeal.
The district court had issued a final judgment for $500,000 in
damages, attorneys' fees, and costs, pursuant to a settlement
agreement that is conditional on the outcome of the appeal.

The appeal is captioned BRIAN TEED et al., Plaintiffs-Appellees,
v. THOMAS & BETTS POWER SOLUTIONS, L.L.C., Defendant-Appellant,
Case Nos. 12-2440, 12-3029 (7th Cir.).

On review, the Seventh Ciruit opined, "there is no good reason to
reject successor liability in this case -- the default rule in
suits to enforce federal labor or employment laws.  Packard was a
profitable company.  It went on the auction block not because it
was insolvent but because it was the guarantor of its parent's
bank loan and the parent defaulted.  Had Packard been sold before
Bray got into trouble, imposition of successor liability would
have been unexceptionable; Bray could have found a buyer for
Packard willing to pay a good price even if the buyer had to
assume the company's FLSA liabilities.  Those liabilities were
modest, after all. Remember that the parties have agreed to settle
the workers' suit (should we affirm the district court) for only
about $500,000, though doubtless there was initial uncertainty as
to what the amount of a judgment or settlement would be; in
addition, Thomas & Betts incurred attorneys' fees to defend
against the suit.  Nevertheless had Packard been sold before Bray
got into trouble, imposition of successor liability would have
been unexceptionable, and we have not been given an adequate
reason why its having been sold afterward should change the
result."

Accordingly, the Seventh Circuit affirmed the district court's
$500,000 judgment.  A copy of the order is available at
http://is.gd/nwBw7Cfrom Leagle.com.


SAN DIEGO HOSPICE: Hiring Squar Milner as Accountants
-----------------------------------------------------
San Diego Hospice & Palliative Care Corporation has filed papers
with the U.S. Bankruptcy Court for the Southern District of
California seeking permission to employ Squar, Milner, Peterson,
Miranda & Williamson LLP as accountants and consultants effective
as of Feb. 5, 2013.

The firm has a combined operating experience exceeding 75 years
(Squar Milner since 1981 and Peterson & Co. since 1951).

The firm will provide various services to the Debtor, including:

   a. analysis and consulting services regarding the Debtor's
      pre- and postpetition finances and accounting;

   b. assistance with document discovery and document production
      efforts and identification of critical documents and
      records; and

   c. assistance with preparation of the Debtor's bankruptcy
      schedule, statement of financial affairs and other
      bankruptcy-related schedules and documents.

The firm does not have a prepetition claim against the Debtor. The
Debtor paid all of the firm's invoices in full for the period from
Jan. 8, 2013 through Feb. 4, 2013:

   1. On Jan. 25, 2013, the firm was paid a retainer in the amount
      of $10,000 which was subsequently applied to its prepetition
      invoice for services rendered through Jan. 27, 2013.

   2. On Feb. 1, 2013, the firm was paid $12,928 representing
      payment in full of the remaining unpaid balance of $2,928
      on its Jan. 27, 2013 invoice, as well as an additional
      retainer of $10,000 for further services.  This second
      retainer payment was subsequently applied to an invoice
      billing for services rendered from Jan. 28, 2013 through and
      including the petition date of Feb. 4, 2013 in the amount of
      $4,065.

   3. The remaining balance of $5,935 represents a retainer for
      its postpetition services which will be applied against the
      firm's postpetition fees and expenses as allowed by the
      Court.

The firm's William H. Parker and Stacy Elledge Chiang attest that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Calif. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.


SARALAND LLLP: AgGeorgia Wins Relief From Automatic Stay
--------------------------------------------------------
Bankruptcy Judge Susan D. Barrett granted the request of AgGeorgia
Farm Credit, ACA, for relief from the automatic stay in the
Chapter 11 case of Saraland, LLLP, a family partnership owned 100%
by Lister Harrell.  Judge Barrett said the Debtor has failed to
satisfy its burden under 11 U.S.C. Sec. 362(d) (2) and (g).  After
almost 12 months with no plan filed, given the evidence in the
case, the Court said it cannot conclude the Debtor has "a
reasonable possibility of a successful reorganization within a
reasonable time."

Saraland's main asset consists of 5,000 acres of timberland and
farmland.  The Debtor also owns some commercial real estate
located in Eastman, Georgia which is not part of AgGeorgia's
collateral.  He Debtor has acquired the acreage over a number of
years.

The 5,000 acres is a mixed use farm, approximately 1,700 of the
5,000 acres is AgGeorgia's collateral.  The Court noted that
AgGeorgia's collateral has not produced enough income to service
the debt that encumbers it.

AgGeorgia, Bank of Eastman, and Colony Bank are the Debtor's
secured lenders with combined secured debt of $5.2 million.  Each
secured lender holds a first lien on separate acreage within the
5,000 acres.  According to AgGeorgia's proof of claim, the Debtor
is indebted to AgGeorgia in the amount of $3,357,117.

The AgGeorgia collateral is worth approximately $2.2 million.

The Debtor's exclusivity period expired on July 27, 2012. To date,
no plan has been filed.

A copy of the Court's March 27, 2013 Opinion and Order is
available at http://is.gd/bRd39Tfrom Leagle.com.

Saraland, LLLP, filed for Chapter 11 bankruptcy (Bankr. S.D. Ga.
Case No. 12-30113) in Dublin, on March 29, 2012.


SARALAND LLLP: Will Have Chapter 11 Trustee
-------------------------------------------
Bankruptcy Judge Susan D. Barrett granted the joint motion of
Colony Bank, AgGeorgia Farm Credit, ACA, and F & W Forestry
Services, Inc. for appointment of a Chapter 11 Trustee to take
over management of Saraland, LLLP.  The Judge denied the Motion to
Convert to Chapter 7 filed by the United States Trustee.

Saraland opposed the conversion.

The Court noted that, as set forth at the hearing, there has been
gross mismanagement and a continuing loss and diminution of the
bankruptcy estate, as the proper chapter 11 operating procedures
have not been followed. Without Court or creditor approval, funds
of Saraland have been commingled with and used to fund the
separate chapter 11 cases of Paradise Farms, LLC, and the
individual case of Lister Harrell, Saraland's managing member. Mr.
Harrell testified and acknowledged and the operating reports
confirm, Saraland's funds also have been utilized to pay for Mr.
Harrell's personal expenses as well as the expenses of Paradise.
While Mr. Harrell testified he has now changed the Debtor's
internal financial procedures to better safeguard against these
events that does not rectify the damage already done under Mr.
Harrell's management and control.

Furthermore, the recent operating reports continue to reflect
expenses for automobiles the Debtor does not own or did not
disclose on its schedules as well as commissions being paid to
contract laborers whose employment has never been approved and
some payments to a purported insider, Sarah Harrell.  Furthermore,
Mr. Harrell's testimony reflects a lack of understanding and
competence in complying with chapter 11 procedures.  He stated he
did not know if Saraland owned any vehicles, and the Debtor's
schedules do not reflect any vehicles, yet the operating reports
show vehicle expenses being paid. There also is confusion on which
debtor owned the 1973 Camero and mobile home that was sold post-
petition and the proceeds given to Mr. Peek, who is Mr. Harrell's
personal attorney. Mr. Harrell has used approximately $83,000.00
in cash to convert Saraland's timberland to irrigated cropland
without secured creditor consent or Court approval. In August,
without prior Court approval, Saraland incurred debt in the amount
of $8,000 with a loan from Mr. Harrell. While no payments are
being made to its creditors, Saraland has paid dividends to Mr.
Harrell and paid for business travel and entertainment that did
not benefit Saraland.

Lastly, under Mr. Harrell's management, Saraland has not filed a
plan of reorganization.  Saraland, LLLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Ga. Case No. 12-30113) in Dublin, on March
29, 2012.  The exclusivity period expired July 27, 2012 and no
plan has been filed. Almost an entire year has passed without a
plan being filed.

Saraland's main asset consists of 5,000 acres of timberland and
farmland.  The Debtor also owns some commercial real estate
located in Eastman, Georgia which is not part of AgGeorgia's
collateral.  The Debtor has acquired the acreage over a number of
years.

A copy of the Court's March 27, 2013 Opinion and Order is
available at http://is.gd/kR0MALfrom Leagle.com.


SATICOY BAY: Case Summary & 4 Unsecured Creditors
-------------------------------------------------
Debtor: Saticoy Bay LLC Series Bowman Lair
        c/o Resources Group LLC
        900 S. Las Vegas Blvd #810
        Las Vegas, NV 89107

Bankruptcy Case No.: 13-12463

Chapter 11 Petition Date: March 26, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: Ryan Alexander, Esq.
                  LAW OFFICES OF RYAN ALEXANDER
                  200 E. Charleston Blvd
                  Las Vegas, NV 89104
                  Tel: (702) 222-3476
                  Fax: (702) 252-3476
                  E-mail: ryan@thefirm-lv.com

Scheduled Assets: $672,000

Scheduled Liabilities: $1,634,300

A list of the Company's four largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nvb13-12463.pdf

The petition was signed by Iyad Haddad, manager.


SCOTTSDALE CANAL: U.S. Trustee Wins Dismissal of Case
-----------------------------------------------------
The United States Trustee for the District of Arizona sought
and obtained an order from the Bankruptcy Court dismissing the
Chapter 11 case of Scottsdale Canal Development LLC.

In seeking the dismissal, the U.S. Trustee pointed out that:

    1. The Debtor is delinquent in filing monthly operating
       reports.

    2. The Debtor is delinquent in payment of fees assessed
       pursuant to 28 U.S.C. Sec. 1930(a)(6).

    3. There exists a substantial or continuing loss to or
       diminution of the estate and an absence of a reasonable
       likelihood of rehabilitation.

                     About Scottsdale Canal

Scottsdale Canal Development LLC is a real estate builder and
developer.  In 2006, the Company began purchasing land on the
Northeast corner of Scottsdale and Camelback road, directly east
of the Arizona canal to develop a multi-faced residential/
commercial project.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case
No. 11-26862) on Sept. 21, 2011.  Judge Charles G. Case II
presides over the case.  John J. Fries, Esq., and John Kahn, Esq.,
in Phoenix, Arizona, at Ryley Carlock & Applewhite, serve as the
Debtor's counsel.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $50 million to
$100 million in debts.

Platinum Land Investments LLC serves as administrative member of
the Debtor.  Platinum's Mark Madkour serves as the Debtor's sole
member.

                        About Ivey Fund

Ivey Fund LLC is owned primarily and managed by Mark Madkour, who
is also the primary owner and manager of Scottsdale Canal.  Ivey
Fund for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 12-08179)
on April 18, 2012.  A copy of the petition is available at
http://bankrupt.com/misc/azb12-08179.pdf


SHUANEY IRREVOCABLE: Court OKs Litvak Beasley as Special Counsel
----------------------------------------------------------------
Shuaney Irrevocable Trust sought and obtained approval of its
request to employ Robert O. Beasley, Esq., at Litvak Beasley and
Wilson as special legal counsel.

Mr. Beasley will represent the Debtor in Adversary Proceeding No.
12-03026-WWS commenced by the Debtor against Beach Community Bank
and Regions Bank, and Adversary Proceedings No. 12-03044-WWS
commenced by Regions Bank against the Debtor and Beach Community
Bank.

The Debtor has entered into a fee agreement, which, subject to
approval and admission by the Court, provides payment of $300 per
hour for Mr. Beasley's services.  Beasley will seek reimbursement
of expenses incurred in connection with this representation.

Mr. Beasley attests that his firm or its professionals are not
insiders of the Debtor and are unrelated by blood or marriage to
the Debtor, its trustee, the Debtor's grantor and the Debtor's
Beneficiaries; and have not been engaged in any business with the
Debtor, its Trustee, Grantor or Beneficiaries as a shareholder,
partner, member, joint venturer or otherwise.

Meanwhile, in connection with the adversary proceedings between
the Debtors and Beach Community Bank and Regions Bank (as
indenture trustee), the Debtor had informed the Court that its
counsel, Mark Freund, was unavailable March 15 due to surgery; and
March 20 to 24, due to attendance at the Southeastern Bankruptcy
Law Institute, Atlanta, Georgia.

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  The Debtor scheduled $20,996,723 in assets and
$19,625,890 in debts.   The Law Office of Mark Freund serves as
counsel to the Debtor.  Judge William S. Shulman presides over the
case.


SIERRA NEGRA: Hearing on Plan Outline, Case Dismissal on April 9
----------------------------------------------------------------
Bankruptcy Judge Linda B. Riegle continued until April 9 the
hearing on the motion by Global Water Resources, Inc., to dismiss
the Chapter 11 case of Sierra Negra Ranch, LLC.  At the hearing,
the judge will also consider approval the request by Global for
the Debtor to quickly decide whether to assume or reject their
executory contract.

In the omnibus order, Judge Riegle denied without prejudice the
Debtor's motion to strike evidence supporting Global Water's
objection to the Disclosure Statement.

The order also said that the disclosure statement explaining the
Debtor's plan will not be approved in its present form, and the
hearing is continued to April 9, 2013, at 1:30 p.m.

Global Water's counsel can be reached at:

         Robert R. Kinas, Esq.
         Alex L. Fugazzi, Esq.
         Blakeley E. Griffith, Esq.
         Charles E. Gianelloni, Esq.
         SNELL & WILMER L.L.P.
         3883 Howard Hughes Parkway, Suite 1100
         Las Vegas, NV 89169
         Telephone: (702) 784-5200
         Facsimile: (702) 784-5252
         E-mail: rkinas@swlaw.com
                 afugazzi@swlaw.com
                 bgriffith@swlaw.com
                 cgianelloni@swlaw.com

                   About Sierra Negra Ranch

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.  Candace C.
Clark, Esq., and Gerald M. Gordon, Esq., at Gordon Silver, in Las
Vegas, Nev., represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $26,197,986 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SILVER STATE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Silver State Steel Group, Inc.
        dba Silver State Ornamental Iron
        dba State Of The Art Powder Coating
        dba Silver State Distribution & Supply
        3625 S. Polaris Avenue
        Las Vegas, NV 89103-5705

Bankruptcy Case No.: 13-12441

Chapter 11 Petition Date: March 26, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: Joseph A. Scalia, II, Esq.
                  415 South Sixth Street, Suite 300
                  Las Vegas, NV 89101
                  Tel: (702) 678-6000
                  Fax: (702) 471-7087
                  E-mail: joe@josephscalia.com

Scheduled Assets: $1,620,921

Scheduled Liabilities: $3,744,100

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nvb13-12441.pdf

The petition was signed by Pete Aguilar, president.


STABLEWOOD SPRINGS: Files Chapter 11 Plan & Disclosure Statement
----------------------------------------------------------------
Stablewood Springs Resort, LP, and affiliate Stablewood Springs
Resort Operations, LLC, have a Chapter 11 plan of reorganization
that contemplates paying allowed claims from the proceeds of exit
financing, additional capital raised from internal and external
sources, and future sales of ownership interests in the Stablewood
Springs Resort.  The Debtors have obtained exit financing from
Alliance Prime Associates, Inc., and that exit financing will
allow the Debtors to continue operations while they launch the
revised business plan.

A hearing was scheduled March 27 but a ruling has not yet been
entered by the Bankruptcy Court.

According to the explanatory Disclosure Statement, in 2012, the
Debtors' management team decided that changing from a whole
ownership model to a fractional ownership model would increase
cash flow.  Under the Revised Business Plan, most of the Villas
will be sold as deeded fractional interests, which will afford
buyers unique benefits, including: (1) reduced expense and
maintenance costs, when compared to whole ownership; and (2) an
investment in, and access to, a secure, desirable, prestigious
vacation destination.  The average price per fractional interest
will be $65,000 or $866,667 per Villa, and the average
construction cost will be $266,300 per Villa -- yielding a 69.3%
gross margin.  The Debtors also plan to continue renting some
Villas, to the extent they are available, following a more
traditional hotel/resort rental model.

The Debtors also plan to raise additional capital through internal
and external sources, but revenues from fractional ownership
interests under the Revised Business Plan will become the main
source of revenue for the Debtors.  The exit financing will be
used to fully satisfy all secured claims, administrative claims,
and priority claims.  After allowed secured claims, administrative
claims, and priority claims have been paid in full, allowed
general unsecured claims, which include the claim made by the
Estate of Thomas Russell, which is disputed by the Debtors, will
be paid pro rata, from a $35,000 Distribution Reserve Fund created
for that purpose.  The Russell Estate may be given the option to
sell its claim to Alliance.

Under the Plan, claims that will be paid in full include those of
Alliance, Axys Capital Total Return Fund, L.L.C., Paul J.A. "Lex"
van Hessen, and Dell Financial Services, Inc.

By contributing material assets, Tom J. Fatjo, Jr., will retain
his interests, but the value of those interests is speculative.
Mr. Fatjo will release his liens in the adjacent properties
(consisting of the Waterfront Property, the Conservation Easement,
and the 195 Acre Tract Property), and make other contributions of
property used by the Debtors in a value sufficient to comply with
the absolute priority rule.

The $7,673,845 secured claim of David Jackson as Trustee for Tom
J. Fatjo, Jr., will be restructured and modified and, upon
confirmation, will be paid according to the terms of the parties'
agreements.

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

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

                  About Stablewood Springs Resort

Stablewood Springs Resort, LP, owner of a high-end resort
destination encompassing 140 acres of a 543-acre private ranch in
the Texas hill country near Hunt, filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-53887) in San Antonio on
Dec. 17, 2012.

The Debtor disclosed assets of $11.15 million and liabilities
of $22.8 million as of Nov. 30, 2012.  Liabilities include
$10.4 million in secured debt and $9.3 million of disputed secured
debt.


STANDARD PACIFIC: S&P Raises Sr. Unsec. Notes Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Standard Pacific Corp.'s senior unsecured notes to 'B+' from
'B' on improved recovery prospects.  S&P revised the recovery
rating on these notes to '3' from '5', indicating its expectation
that lenders would receive meaningful (50%-70%) recovery in the
event of default.  S&P affirmed its 'B+' corporate credit rating
on the company.

"Standard & Poor's Ratings Services' ratings on Standard Pacific
reflect the company's "aggressive" financial risk profile, as
measured by elevated leverage metrics and low interest coverage,
though near-term debt maturities are modest and liquidity is
adequate," said credit analyst Matthew Lynam.  "We have revised
the company's business risk profile to "fair" from "weak" as
Standard Pacific's long land position in many of the strongest
U.S. housing markets and operating leverage from sector-leading
homebuilding margins leave the company well-positioned to
participate in the housing recovery, in our opinion."

The stable outlook reflects S&P's expectation that Standard
Pacific will continue to deleverage through sustained
profitability given its presence in the relatively stronger
California, Texas, and southwest homebuilding markets.  S&P could
consider positive ratings movement if profitability strengthens
faster than expected such that leverage improvements outpace its
projections and the company can balance maintaining adequate
liquidity while continuing to invest in land as the housing sector
recovers.  While less likely in the near term, S&P would lower its
rating if the housing market takes another sharp downward turn,
profitability weakens materially, and liquidity becomes less
than adequate.


STOCKTON, CA: Judge Declines to Dismiss Chapter 9 Bankruptcy
------------------------------------------------------------
Katy Stech, writing for Dow Jones Newswires, reports Bankruptcy
Judge Christopher Klein in Sacramento, California, on Monday
declined a request by the creditors of the city of Stockton to
dismiss the city's Chapter 9 bankruptcy case.  Judge Klein said
the city "will not be able to perform its obligations to its
citizens relating to such fundamental matters as public safety, as
well as other basic governmental services," without bankruptcy
powers.

Dow Jones says Judge Klein signaled Stockton might have to cut
payments to its pension fund, possibly setting a precedent for
other cities.  Dow Jones says bondholders and insurers of the city
could be left to swallow losses while pensions of city workers and
retirees remain intact.  According to Dow Jones, Stockton, which
had $700 million in bond debt and faced a $26 million annual
budget shortfall when it filed for bankruptcy, also could become
one of the first municipalities to use bankruptcy protection to
force bondholders to take less than the principal they are owed.


According to the report, Calpers Chief Executive Anne Stausboll,
in a statement, said Calpers will work to "protect and defend the
integrity and soundness of the pension plan" during the case.

The report also says Assured Guaranty Ltd., insurer of $161
million of Stockton's debt, said in a statement that the city's
current demands fall "short of the fairness requirements mandated
by Chapter 9."

"The next steps are to confirm a plan of adjustment through the
restructuring of our debt, begin the recovery process and move
Stockton forward," City Manager Bob Deis in a statement said after
Monday's ruling, according to Dow Jones.

                       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.


SUPERMEDIA INC: Bankruptcy Filing Prompts Delisting Notice
----------------------------------------------------------
SuperMedia Inc. received notice from The NASDAQ Listing
Qualifications Staff stating that the Staff has determined that
the Company's securities will be delisted from The NASDAQ Stock
Market LLC.  The decision was reached by the Staff under NASDAQ
Listing Rules 5101, 5110(b) and IM-5101-1 following the Company's
announcement on March 18, 2013, that it and all of its domestic
subsidiaries filed voluntary bankruptcy petitions in the United
States Bankruptcy Court for the District of Delaware for
reorganization relief under the provisions of chapter 11 of title
11 of the United States Code.  Concurrently with the bankruptcy
petitions, the Debtors have filed and requested confirmation of a
prepackaged plan of reorganization.  The Prepackaged Plan seeks to
effect the proposed merger between the Company and Dex One
Corporation.

The Staff noted that it has reached its decision based on the
following factors:

   * The Filing and associated public interest concerns raised by
     it;

   * Concerns regarding the residual equity interest of the
     existing listed securities holders.  The Staff noted that
     while the Company believes that the Merger can be completed
     in 45 to 60 days, the emergence from bankruptcy is entirely
     contingent upon the approval of the Prepackaged Plan by the
     courts; and

   * Concerns about the Company's ability to demonstrate
     compliance with all requirements for initial listing on
     NASDAQ, specifically, due to the uncertainty of the approval
     by the courts, the Staff expressed concerns that the
     Prepackaged Plan cannot be approved in a timely manner.
     Furthermore, the Staff noted that as of the date of its
     letter, the Company has not submitted an application for
     initial listing on NASDAQ.

Pursuant to the procedures set forth in the NASDAQ Listing Rule
5800 Series, the Company has elected to appeal the Staff's
determination to the NASDAQ Hearings Panel.  Although there can be
no assurance that the Panel will grant the Company's request for
continued listing, the request for the hearing will stay the
delisting of the Company's stock from the NASDAQ pending the
Panel's decision.

                          About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is SuperMedia's second stint in Chapter 11 Idearc and its
affiliates filed for Chapter 11 protection (Bankr. N.D. Tex. Lead
Case No. 09-31828) in March 2009 and emerged from bankruptcy in
December 2009, reducing debt from more than $9 billion to $2.75
billion.


SUNTECH POWER: Court OKs Insolvency Proceeding for China Unit
-------------------------------------------------------------
Suntech Power Holdings Co., Ltd., announced that the Wuxi
Municipal Intermediate People's Court in Jiangsu Province, China,
has formally accepted the petition for the insolvency and
restructuring of the Company's Chinese subsidiary Wuxi Suntech
Power Co., Ltd..

The Court has appointed an administration committee, consisting of
local government representatives and accounting and legal
professionals, to administer the restructuring of Wuxi Suntech.
The insolvency and restructuring procedure are designed to
facilitate an orderly process for both Wuxi Suntech and its
creditors.  The primary goal is to restructure Wuxi Suntech's debt
obligations, while continuing production and operations.

Wuxi Suntech is the Company's principal operating subsidiary in
China engaged in the manufacture of photovoltaic (PV) cells and PV
modules.  Wuxi Suntech will continue operations through the
restructuring period.  Furthermore, the Company has additional
wholly owned or partially owned subsidiaries with cell and module
production facilities that continue to produce high quality solar
products to meet customer orders. Suntech and the administration
committee are committed to maintaining all of Suntech's product
warranty obligations.

Suntech Power Holdings Co., Ltd., the ultimate parent company of
Wuxi Suntech, has not commenced insolvency proceedings, nor have
any of the Company's other principal operating subsidiaries.  The
Company is not aware of any similar proceedings regarding any of
its other entities.

                            About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

As reported by the TCR on March 20, 2013, Suntech Power Holdings
Co., Ltd., has received from the trustee of its 3% Convertible
Notes a notice of default and acceleration relating to Suntech's
non-payment of the principal amount of US$541 million that was due
to holders of the Notes on March 15, 2013.  That event of default
has also triggered cross-defaults under Suntech's other
outstanding debt, including its loans from International Finance
Corporation and Chinese domestic lenders.


TOUGHER INDUSTRIES: Court Rules on Tax Implication of Sale
----------------------------------------------------------
The purchasers of Tougher Industries Inc. and Tougher Mechanical
Inc.'s assets filed motions to clarify that the language in the
"free and clear" sale order relieved them of the debtors'
experience ratings as successor employers for purposes of
calculating their unemployment insurance tax liabilities.  The
bankruptcy court granted the relief by orders entered Feb. 24,
2010 and Aug. 2, 2010.

Now before the court is a motion by the State of New York
Department of Labor pursuant to Federal Rule of Bankruptcy
Procedure 9024 and Rule 60(b) of the Federal Rules of Civil
Procedure for reconsideration of the Clarifying Orders.  The DoL
requested that the court rescind the orders to the extent they
pertain to the unemployment insurance tax rates and liabilities of
the purchasers, Tougher Industries Enterprises LLC and Tougher
Mechanical Enterprises LLC.

TIE and TME contend that, pursuant to the terms of the Sale Order,
their purchase of the Debtors' assets did not make either of them
a "successor" to the Debtors and, thus, neither state nor federal
authorities may calculate or collect unemployment insurance tax
liabilities based on an "experience" rating linked to the Debtors.
TIE and TME argued that they purchased the Debtors' assets free
and clear of liens, encumbrances, and other interests and that a
vital part of the purchase and sale transaction was that they
would not be liable for any liens or interests of the Debtors, nor
would they be considered a successor to the Debtors.  TIE and TME
argue that the State's agencies, including the DoL, are bound by
the court's findings and decrees in the Sale Order, specifically
that TIE and its affiliates, including TME, have no successor
liability to the Debtors. Additionally, they assert the Tax
Injunction Act does not apply to this matter as they are not
seeking to enjoin, suspend, or restrain the State's collection of
taxes. To the extent the DoL seeks reconsideration of the Sale
Order, TIE and TME contend the request is untimely under Federal
Rule of Civil Procedure 60(c), applicable by Federal Rule of
Bankruptcy Procedure 9024.

While the DoL acknowledges that Sec. 505 of the Bankruptcy Code
permits the bankruptcy court to determine the tax liability of a
debtor, it asserts that TIE and TME are non-debtors. Thus, the DoL
argues the court lacks subject matter jurisdiction to review TIE's
and TME's unemployment insurance tax liabilities based on their
payroll for periods subsequent to their purchase of Tougher's
assets. The DoL further argues that the Tax Injunction Act also
prevents the court from deciding this matter.  The DoL contends
that the position advanced by TIE and TME was addressed and
rejected by another court in this district.

At the conclusion of oral argument, the court found that the
Motions for Clarification filed by TIE and TME were not properly
served upon the DoL pursuant to Federal Rule of Bankruptcy
Procedure 7004 despite the fact that TIE and TME ultimately sought
to enforce the Clarification Orders against the DoL. Pursuant to
the court's instructions, the DoL submitted an Interim Order
vacating the Clarification Orders with respect to the DoL.

In a March 27, 2013 Memorandum-Decision and Order available at
http://is.gd/G0UAXZfrom Leagle.com, Bankruptcy Judge Robert E.
Littlefield, Jr., ruled that the right of the DoL to tax TIE and
TME, as successor to the Debtors, at the Debtors' experience
rating, is an "interest" in property of the bankruptcy estate, of
which the Debtors' assets could be sold free and clear of.  Thus,
the sale of the Debtors' assets to TIE and TME was free and clear
of the Debtors' experience ratings.  The Motion granted, the judge
said.

The DoL filed a priority claim in the amount of $160,629.17 for
unemployment insurance taxes incurred by Tougher Industries for
the first quarter of 2006 through the fourth quarter of 2006. The
Debtors have no other outstanding liabilities owed to the DoL.

Jeremy Smith, Esq. -- jsmith@couchwhite.com -- at Couch White,
LLP, in Albany, New York, represents Tougher Industries
Enterprises LLC and Tougher Mechanical Enterprises LLC.

           About Tougher Industries & Tougher Mechanical

Tougher Industries, Inc. filed a Chapter 11 petition (Bankr.
N.D.N.Y. Case No. 06-12960) on Nov. 3, 2006.  On Nov. 22, 2006,
upon motion of the United States Trustee, the court appointed Lee
Woodard, Esq., as Chapter 11 Trustee.

Tougher Mechanical, Inc. filed a voluntary Chapter 11 petition
(Bankr. N.D.N.Y. Case No. 07-10022) on Jan. 3, 2007.  An order was
entered March 6, 2007, providing for the joint administration of
the bankruptcy cases of Tougher Industries, Inc. and Tougher
Mechanical, Inc.

The Debtors operated a facility that designed and installed
commercial and industrial heating, ventilation, and air
conditioning systems, and provided services related to these
operations.

On June 14, 2010, the court issued an order converting the
Debtors' cases from Chapter 11 to 7.  Prior to the conversions,
the Trustee sold substantially all of the Debtors' assets outside
the ordinary course of business to Tougher Industries Enterprises
LLC and Tougher Mechanical Enterprises LLC.


TRAFFIC CONTROL: Committee's Plan of Liquidation Effective
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Traffic Control and Safety Corporation, et al., notified
the U.S. Bankruptcy Court for the District of Delaware that the
effective date of its Plan of Liquidation for the Debtor occurred
Nov. 30, 2012.  The Committee won confirmation of the Plan on Nov.
8, 2012.  Under the Plan, GlassRatner Advisory and Capital Group
LLC will be the liquidating trustee.

                     About Traffic Control

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.  Toomey Industries, Inc.
disclosed $10,322,077 in assets and $67,844,144 in liabilities as
of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

The Debtors have won authority to (i) use cash collateral in which
the First Lien Lender has an interest, and (ii) obtain
postpetition financing from Fifth Street Finance Corp. and other
entities in the maximum amount of $12,775,000.

The Debtors have canceled an auction with only their biggest
lender bidding for the assets.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five unsecured creditors to the Official Committee of Unsecured
Creditors.  The Committee tapped Potter Anderson & Corroon LLP as
its counsel and GlassRatner Advisory & Capital Group LLP as its
financial advisor.


TRINITY COAL: Hearing Today on Credit Agricole DIP Financing
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
will convene a hearing today, April 2, 2013, at 9:30 a.m., to
consider Trinity Coal Corporation, et al.'s motion to:

   1. enter into a Senior Secured Super-Priority DIP Credit
Facility with the Prepetition Lenders and Credit Agricole
Corporate and Investment Bank, as administrative agent for the
Prepetition Lenders, which will consist of (a) a $15 million
senior secured superpriority DIP Revolving Facility for
loans to the Alleged Debtors offered under the DIP Revolving
Facility Documents, and (b) an LC Roll?Up Facility in an aggregate
face amount of approximately $49.3 million, rolling up and
committing to amend or extend and renew the letters of credit
issued pursuant to the Prepetition Credit Facility for the benefit
of certain sureties securing certain of the Alleged Debtors'
environmental reclamation obligations; and

   2. use cash collateral and all other collateral.

The Court has entered an interim order authorizing the Debtor to
obtain postpetition financing and use cash collateral.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the lenders replacement
liens in all of the borrower's and each guarantor's property, a
superpriority administrative expense claim status, subject to
carve out on certain expenses.

The summary of terms and conditions of the DIP Facility includes:

   Borrower:                   Trinity Coal Corporation

   DIP Agent:                  CACIB will act as administrative
                               agent for the DIP Lenders.

   DIP Lenders:                Lenders under the DIP Revolving
                               Facility will be a syndicate of
                               financial institutions, including
                               CACIB.

   Interim Borrowing
   Availability:               $5,000,000 of the DIP Revolving
                               Commitment and the LC Rollup
                               Facility will be made available to
                               Borrower from the date of the entry
                               of the Interim Order until the date
                               of the entry of the final order.

   Permanent Borrowing
   Availability:               Borrowings under the DIP Revolving
                               Facility will be limited by a
                               budget.  The borrowings under the
                               DIP Revolving Facility will not
                               exceed the DIP Revolving
                               Commitment, in each case, less
                               reserves as may be established by
                               the Required Revolving DIP Lenders
                               in their reasonable discretion from
                               time to time to reflect, among
                               other things, contingencies or
                               risks that may materially affect
                               the DIP Collateral, the liens of
                               the DIP Lenders in such DIP
                               Collateral or the business and
                               operations of the Debtors,
                               including, without limitation, a
                               reserve in the amount of the Post-
                               Termination Fee Carve Out.

   Termination Date:           The earliest to occur of, among
                               other things: (a) the Maturity
                               Date; (b) 15 days after the CRO
                               appointment date if the interim
                               order has not been entered; and(c)
                               45 days after the CRO appointment
                               date if the final order has not
                               been entered.

   Non-Default Interest Rate
   and Payment Terms:          Interest will be paid monthly on
                               all outstanding advances, accruing
                               at a per annum floating rate equal
                               to the sum of (a) the Base Rate,
                               plus (b) 8%.

   Use of Proceeds:            Proceeds of the DIP Revolving
                               Facility will be used solely for
                               these purposes: (a) to fund
                               postpetition operating expenses and
                               working capital needs of the
                               Borrower and the Guarantors; (b) to
                               pay interest, fees and expenses to
                               the Revolving DIP Lenders in
                               accordance with the DIP Facility;
                               and (c) to fund fees and expenses
                               incurred in connection with the 363
                               sale.

A copy of the terms of the DIP Financing is available for free at
http://bankrupt.com/misc/TRINITY_COAL_dipfinancingtermsheet.pdf

Samuel K. Crocker, U.S. Trustee, conveyed objections to the DIP
financing.  The U.S. Trustee stated that he doubts whether the
Debtor really has a going concern value that must be protected
with the financing, and the motion provided insufficient evidence
that the competing term sheet from Essar was clearly an inferior
proposal.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.


TW TELECOM: S&P Assigns 'BB+' Rating to $570MM Secured Facilities
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '1' recovery rating to TW Telecom Holdings Inc.'s
proposed $570 million secured credit facilities, which consists of
an approximate $470 million term loan B and a $100 million
revolving credit facility.  The company will use proceeds to
refinance its existing comparably sized term loan, and the
revolver replaces an existing $80 million facility.  The 'BB-'
corporate credit rating and positive outlook on parent TW Telecom
Inc. and the 'BB-' issue-level rating on TW Telecom Holdings
Inc.'s senior unsecured notes remain unchanged.

The refinancing is modestly positive for the company's overall
financial risk profile because it extends the term loan maturity
by four years, will likely reduce interest costs, and provides
$20 million of additional liquidity in the form of a higher
undrawn revolving credit facility.  TW Telecom Inc. has a "fair"
business risk profile and "significant" financial risk profile.
S&P considers its 3.2x leverage and its about 30% funds from
operation (FFO) to total debt, both pro forma for anticipated
repayment in 2013 of convertible debt with an April 2013 put and
call option, to be at the strong end of the range for the rating.
The positive outlook reflects S&P's expectation that the company
will continue to increase revenue and EBITDA over the next year
because of its expanding product portfolio, long contract
durations, and large and diversified customer base.  S&P could
raise the ratings if it expected the company to reduce leverage to
below 3x on a sustained basis and maintain capital spending in the
$400 million area.

RATINGS LIST

TW Telecom Inc.
TW Telecom Holdings Inc.
Corporate Credit Rating                  BB-/Positive/--

New Ratings

TW Telecom Holdings Inc.
$470M term loan B                        BB+
   Recovery Rating                        1
$100M revolving credit facility          BB+
   Recovery Rating                        1


TYT EAST: Case Summary & 11 Unsecured Creditors
-----------------------------------------------
Debtor: TYT East Corp.
        35-37 East Broadway
        New York, NY 10013

Bankruptcy Case No.: 13-10864

Chapter 11 Petition Date: March 23, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Heng Wang, Esq.
                  HENG WANG & ASSOCIATES, P.C.
                  7 Mott Street, Suite 600A
                  New York, NY 10013
                  Tel: (646) 543-5848
                  E-mail: heng.wang@wanggaolaw.com

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

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

A copy of the Company's list of its 11 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nysb13-10864.pdf

The petition was signed by Fen Zheng, president.


UC CHALLENGER: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: UC Challenger, LLC
        701 Brickell Ave
        31st Floor
        Miami, FL 33131

Bankruptcy Case No.: 13-16721

Chapter 11 Petition Date: March 26, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Peter D. Russin, Esq.
                  MELAND RUSSIN & BUDWICK, P.A.
                  200 S Biscayne Blvd. #3200
                  Miami, FL 33131
                  Tel: (305) 358-6363
                  Fax: (305) 358-1221
                  E-mail: prussin@melandrussin.com

Scheduled Assets: $9,623,397

Scheduled Liabilities: $22,356,336

A copy of the Company's list of its nine largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flsb13-16721.pdf

The petition was signed by Arthur J. Murphy, manager.


UNIVERSAL HEALTH: No Trustee at Least Until May
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Universal Health Care Group Inc. remains in control
of its bankruptcy reorganization at least until mid-May, and the
sale of several subsidiaries won't be set aside.

The Company was authorized in March to sell five subsidiaries.
Before the sales could be completed, Florida regulators took over
two subsidiaries, prompting the buyer to reduce the $33.3 million
purchase price by $18 million.  An ad hoc group of shareholders
petitioned the bankruptcy judge to set aside the entire sale and
allow more time to market the remaining subsidiaries.  The
bankruptcy judge denied the request at a March 27 hearing.

According to the report, the U.S. Trustee 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 judge scheduled a May 17 hearing to decide if there should be
a trustee or conversion of the case to Chapter 7.  The buyer is an
affiliate of CarePoint Insurance Co.  BankUnited NA, agent for the
lenders, is owed $36.5 million.  The bank was hoping the sale
would be completed before regulators took over.

                   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.


UPH HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: UPH Holdings, Inc.
        6500 River Place Boulevard
        Building II, Suite 200
        Austin, TX 78730

Bankruptcy Case No.: 13-10570

Chapter 11 Petition Date: March 28, 2013

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtors' Counsel: Jennifer Francine Wertz, Esq.
                  JACKSON WALKER, L.L.P.
                  100 Congress Avenue, Suite 1100
                  Austin, TX 78701
                  Tel: (512) 236-2247
                  Fax: (512) 391-2147
                  E-mail: jwertz@jw.com

                         - and ?

                  Patricia Baron Tomasco, Esq.
                  JACKSON WALKER, L.L.P.
                  100 Congress Avenue, Suite 1100
                  Austin, TX 78701
                  Tel: (512) 236-2076
                  Fax: (512) 691-4438
                  E-mail: ptomasco@jw.com

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

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

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Pac-West Telecomm, Inc.                 13-10571
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000
Tex-Link Communications, Inc.           13-10572
UniPoint Holdings, Inc.                 13-10573
UniPoint Enhanced Services, Inc.        13-10574
UniPoint Services, Inc.                 13-10575
nWire, LLC                              13-10576
Peering Partners Communications, LLC    13-10577

The petitions were signed by J. Michael Holloway, president.

A. UPH Holdings' List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Steve Hubbard / RBC                --                     $799,052
P.O. Box 73199
Chicago, IL 60673

One Communications/Earthlink       --                     $553,389
P.O. Box 415721
Boston, MA 02241-5721

America OnLine                     --                     $486,832
P.O. Box 1450
Minneapolis, MN 55485-8702

Telesense                          --                     $418,182
Cabs Department
P.O. Box 364300
Las Vegas, NV 89133-6430

Cox Communications                 --                     $402,570
P.O. Box 1053390
Atlanta, GA 30348-5339

CenturyLink                        --                     $392,775
PO Box 2961
Phoenix, AZ 85062-2961

Frontier                           --                     $330,234
P.O. Box 92713
Rochester, NY 14692

Cogent Communications              --                     $326,886
P.O. Box 791087
Baltimore, MD 21279-1087

Genband, Inc.                      --                     $266,000
P.O. Box 731188
Dallas, TX 75373-1188

Samsara                            --                     $255,461
1250 S. Capital of Texas Highway
Bldg 2-235
West Lake Hills, TX 78746

La Arcata Development Limited      --                     $225,000

Grande Communications Network      --                     $200,000

TELUS Corporation                  --                     $194,927

Alpheus Communication              --                     $192,316

Hines REIT One Wilshire, L.P.      --                     $190,199

Bandwidth.com, Inc.                --                     $184,600

AT&T-Pac Bell                      --                     $182,667

Arent Fox LLP                      --                     $180,000

FPL FiberNet LLC                   --                     $119,221

Pilot Communications               --                     $109,706

B. Pac-West Telecomm's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Steve Hubbard / RBC                --                     $799,052
P.O. Box 73199
Chicago, IL 60673

One Communications/Earthlink       --                     $553,389
P.O. Box 415721
Boston, MA 02241-5721

America OnLine                     --                     $486,832
P.O. Box 1450
Minneapolis, MN 55485-8702

Telesense                          --                     $418,182
Cabs Department
P.O. Box 364300
Las Vegas, NV 89133-6430

Cox Communications                 --                     $402,570
P.O. Box 1053390
Atlanta, GA 30348-5339

CenturyLink                        --                     $392,775
PO Box 2961
Phoenix, AZ 85062-2961

Frontier                           --                     $330,234
P.O. Box 92713
Rochester, NY 14692

Cogent Communications              --                     $326,886
P.O. Box 791087
Baltimore, MD 21279-1087

Genband, Inc.                      --                     $266,000
P.O. Box 731188
Dallas, TX 75373-1188

Samsara                            --                     $255,461
1250 S. Capital of Texas Highway
Bldg 2-235
West Lake Hills, TX 78746

La Arcata Development Limited      --                     $225,000

Grande Communications Network      --                     $200,000

TELUS Corporation                  --                     $194,927

Alpheus Communication              --                     $192,316

Hines REIT One Wilshire, L.P.      --                     $190,199

Bandwidth.com, Inc.                --                     $184,600

AT&T-Pac Bell                      --                     $182,667

Arent Fox LLP                      --                     $180,000

FPL FiberNet LLC                   --                     $119,221

Pilot Communications               --                     $109,706


US SHIPPING: S&P Assigns 'B-' CCR & Rates $220MM Sr. Sec. Loan 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B-'
corporate credit rating to U.S. Shipping Corp.  The outlook is
stable.

At the same time, S&P assigned a 'B' issue rating (one notch above
the corporate credit rating) to the proposed $220 million senior
secured term loan B, as well as a '2' recovery rating, indicating
S&P's expectations of substantial (70%-90%) recovery in a payment
default scenario.

"The ratings on U.S. Shipping reflect the company's highly
leveraged financial profile and substantial debt burden, narrow
market position in the competitive and capital-intensive shipping
industry given its small fleet of seven vessels, exposure to
cyclical demand swings, limited end-market diversity, and high
customer concentration," said Standard & Poor's credit analyst
Funmi Afonja.  Offsetting some of these weaknesses is the
company's strong charter coverage on its fleet of vessels with
creditworthy counterparties, and strong demand for domestic
transportation of oil and chemicals. U.S. Shipping also benefits
from competitive barriers to entry under the Jones Act.  The Jones
Act requires that shipments between U.S. ports be carried on U.S.-
built vessels that are registered in the U.S. and crewed by U.S.
citizens.  These requirements limit the competitive landscape by
excluding direct competition from foreign-flagged vessels.  U.S.
Shipping's entire fleet is Jones Act-qualified.  In accordance
with Standard & Poor's criteria, S&P characterizes U.S. Shipping's
financial risk profile as "highly leveraged," its business risk
profile as "vulnerable," and its liquidity as "adequate."  The
company does not publicly disclose financial information.

S&P's ratings factor in its expectations for a relatively stable
financial risk profile over the next two years, during which the
company will use a some of its increased earnings for drydocking
expenditures, which would limit its ability to paydown debt,
keeping credit measures close to current levels.  Thereafter, S&P
believes that the company's financial profile will gradually
improve, benefiting from revenues and earnings growth with strong
charter coverage from creditworthy counterparties.  S&P's base-
case scenario assumes modest capital spending primarily related to
vessel maintenance and drydocking, and mandatory prepayments as
required under the proposed financial agreement.  It also
incorporates S&P's expectation that credit metrics could vary,
depending on the effect of rate volatility on earnings and U.S.
Shipping's ability to keep its vessels engaged as contracts come
up for renewal.  S&P's base-case scenario generates the following
credit measures over the next two years:

   -- Debt to EBITDA (adjusted for operating leases) of 6x-7x;

   -- EBITDA to interest coverage of less than 2x; and

   -- Funds flow from operations to total debt in the low-single-
      digit percent area.

This is similar to debt to EBITDA of 6.9x, EBITDA to interest of
1.8x, and funds from operations (FFO) to debt of 8.6% for the 12
months ended Dec. 31, 2012.

U.S. Shipping is entering into a $220 million senior secured term
loan B and $50 million in subordinated secured debt (not rated),
both maturing in 2018.  The company will use proceeds to pay off
the outstanding balance under the existing $240 million senior
secured term loan and $60 million subordinated secured term loan,
both maturing in August 2013, and to cover transaction fees and
expenses.  Given the scale of this obligation, relative to the
company's operating and free cash flows, S&P believes this
refinancing helped the company avert another bankruptcy or
restructuring.  Absent such a refinancing, S&P believes that the
company would not have been able to meet the substantial
obligations coming due later this year.

The stable outlook reflects S&P's expectation that U.S. Shipping
will maintain its highly leveraged financial profile while still
achieving modest deleveraging due to increased revenues and
earnings from time charters that S&P expects will be renewed at
more favorable market rates and from vessels operating on the spot
market at favorable market rates.  S&P could lower the ratings if
it renews contracts at substantially lower rates or if spot market
rates decline, resulting in a material loss of earnings such that
debt to EBITDA is greater than 8x on a consistent basis or it
causes S&P to revise its liquidity assessment to "less than
adequate" or "weak".  Although less likely, S&P could raise the
ratings if a substantial debt paydown or significantly higher-
than-expected earnings cause debt to EBITDA to less than to 4.5x
on a sustained basis.


USG CORP: Lowers "Acquiring Person" Threshold to 4.9%
-----------------------------------------------------
The Board of Directors of USG Corporation approved Amendment No.
2, dated as of March 22, 2013, to the Rights Agreement, dated as
of Dec. 21, 2006, as amended, by and between the Company and
Computershare Investor Services, LLC, as rights agent
(predecessor-in-interest to Computershare Trust Company, N.A.).

Among other things, the Amendment reduces, until March 22, 2016,
the threshold at which a person or group becomes an "Acquiring
Person" under the Rights Agreement from 15% to 4.9% of the
Company's outstanding common shares.  The Rights Agreement, as
amended, provides that any stockholder whose beneficial ownership
as of 4:00 p.m., New York City time, on March 22, 2013, met or
exceeded 4.9% of the Company's then-outstanding common shares will
not be deemed to be an "Acquiring Person" so long as that
stockholder does not thereafter acquire any additional common
shares, other than in certain specified exempt transactions.
Common shares that otherwise would be deemed to be "beneficially
owned" under the Rights Agreement by reason of ownership of
convertible debt of the Company are disregarded during the period
in which the trigger is reduced to 4.9%.

The rights issued pursuant to the Rights Agreement are in all
respects subject to and governed by the provisions of the Rights
Agreement, as amended.

A copy of the Second Amendment is available for free at:

                         http://is.gd/cotYye

                        About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $125 million on $3.22 billion of net sales, as compared
with a net loss of $390 million on $2.91 billion of net sales
during the prior year.  The Company's balance sheet at Dec. 31,
2012, showed $3.72 billion in total assets, $3.70 billion in total
liabilities and $19 million in total stockholders' equity
including noncontrolling interest.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed USG Corporation's (NYSE: USG) ratings, including the
company's Issuer Default Rating (IDR) at 'B-'.  The
Rating Outlook has been revised to Stable from Negative.

The ratings for USG reflect the company's leading market position
in all of its businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves.  Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and the company's high leverage.

As reported by the TCR on Dec. 5, 2012, Moody's Investors Service
affirmed USG Corporation's Caa1 Corporate Family Rating and Caa1
Probability of Default Rating.  USG's Caa1 Corporate Family Rating
reflects its high debt leverage characteristics, despite Moody's
expectation of improving operating performance.


VILLAGIO PARTNERS: Compass Care Can Hire Colliers as Broker
-----------------------------------------------------------
Compass Care Holdings, Ltd., a debtor-affiliate of Villagio
Partners, Ltd., sought and obtained court permission to employ
Colliers Appelt Womack, Inc. d/b/a Colliers International as its
real estate agent to assist in the marketing, negotiation and sale
of an unimproved portion of a real property located at 18315,
18321 and 18323 W. Lake Houston Parkway, Humble, Texas 77346.

The unimproved portion of the Property being marketed for sale is:
approximately 11.1033 acres of unimproved real property at RES A
BLK 1 ORLEANS SQUARE SECTION S, plus approximately 0.37139 acres
of unimproved real property at RES C BLK 1 ORLEANS SQUARE SEC 2.

As reported in the Troubled Company Reporter on Feb. 12, 2013,
Compass Care withdrew its motion for authority to employ Colliers
Appelt Womack, Inc. as broker, and a related motion to assume an
executory contract, without prejudice to re-file because, at the
Dec. 3, 2012 hearing on the Motion, the Court expressed concern
over the conflict arising under the Bankruptcy Code with the
Broker representing both the Debtor-seller and the proposed
buyer.  Specifically, the Court inquired how the Broker could be
"disinterested" under 11 U.S.C. Sec. 327(a).  To resolve the
Court's concern, Compass Care withdrew the Motion.

In its Amended Motion, the Broker will only represent the Debtor
in the potential sale of the Property.  The Broker is no longer
representing the prospective buyer, on an intermediary basis or
otherwise.  The prospective buyer subsequently employed Damon P.
Palermo of Palermo Real Estate Interests, LLC as its broker.
Additionally, the prospective buyer has been and continues to be
represented by competent real estate counsel in the potential
transaction.

The Court also authorized Compass Care to assume the prepetition
executory contract (Listing Agreement) with Colliers.  The
Broker's commissions are provided for pursuant to the terms of the
Listing Agreement.  Under the Listing Agreement, Compass will pay
the Broker sales commission that will be 6% of the gross sales
price.  A 5% fee will be paid on any joint venture arrangement.
The fee will be predicted on the gross equity raised, excluding
the land contributed to the project at cost of $6.00/S.F.

To the best of the Compass Care's knowledge and belief, the Broker
is "disinterested" pursuant to 11 U.S.C. Section 101(14) and does
not represent an interest adverse to the estate pursuant to 11
U.S.C. Section 327(a).

                   About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.  The Marcel Group -- http://www.themarcelgroup.com/
-- is an integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VIVARO CORP: Plan Filing Exclusivity Expires April 3
----------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York previously granted Vivaro
Corporation, et al.'s request to extend the exclusive periods for
the Debtor to file a Chapter 11 plan until April 3, 2013, and
obtain acceptances of that plan until June 3, 2013.

In a filing dated Jan. 2, 2013, the Debtors said that they
have devoted substantial time and effort to, among other
things: (i) obtainting DIP financing through extended credit
terms; (ii) preparing and filing extensive schedules and
statements of financial affairs; (iii) preparing and filing
monthly operating reports; (iv) obtaining authorization to retain
the Debtors' chief restructuring officer and investment banker;
obtaining authorization to implement a process to sell
substantially all of the Debtors' assets; and (v) engaging in
negotiations with the Debtors' DIP funders regarding a stand-alone
plan of reorganization.

The Debtors said that their cases are the size and complexity that
courts have recognized warrant reasonable extensions of the
Exclusive Periods.  The Debtors operate an international
telecommunications business which spans across the United States.
The Debtors employed hundreds of employees and independent
contractors across the United States.  As of the Petition Date,
the Debtors had outstanding unsecured debt obligations in the
aggregate amount of approximately $49,482,465.65.  The Debtors
scheduled hundreds of claims and, to date, there have been 167
proofs of claim filed against the debtors.

The Debtors retained an investment banker to guide their sale
efforts, and since the Petition Date, the Debtors and their
professionals have focused the majority of their time and
resources towards selling substantially all of their assets.

The Debtors have obtained DIP financing, and have engaged in
simultaneous negotiations with their DIP funders on a stand-alone
plan of reorganization.  The Debtors said that they and their
professionals, in consultation with the Committee, have made
significant progress in these dual track negotiations, and are
working expeditiously to secure the most-favorable transaction for
the Debtors' estates and their creditors.

The Debtors assured the Court that they continue to make timely
payments on their undisputed post-petition obligations.

                        About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

A five-member official committee of unsecured creditors has been
appointed in the case.


VOICES OF FAITH: Proposes 40% Creditors' Recovery Plan
------------------------------------------------------
Voices of Faith Ministries, Inc., delivered to the U.S. Bankruptcy
Court for the Northern District of Georgia, Atlanta Division, a
Chapter 11 plan of reorganization and accompanying disclosure
statement, which propose to distribute 3% of the allowed claims of
non-ordinary course unsecured creditor claims.  The payment to
non-ordinary course unsecured creditor claims will be distributed
on a monthly basis for a period of 120 months, with the payments
commencing on the effective date of the Plan.

Ordinary course unsecured creditors will receive a distribution of
40% of their allowed claims, to be distributed on a monthly basis
for a period of 48 months.

A full-text copy of the Disclosure Statement dated Jan. 18 is
available for free at http://bankrupt.com/misc/VOICESOFds0118.pdf

                     About Voices of Faith

Voices of Faith Ministries, Inc., is a Georgia non-profit
corporation that operates a Christian faith church known as Voices
of Faith Ministries.  It has 10,000 attending members and five
locations.  The Debtor's properties consist of seven buildings and
two parcels of vacant land located in Georgia and Louisiana.

Based in Stone Mountain, Georgia, Voices of Faith filed for
Chapter 11 bankruptcy (Bankr. N.D. Ga. Case No. 11-85028) on
Dec. 5, 2011.  The petition was signed by Gary Hawkins, Sr., CEO.
The Debtor has hired Moore Law Group LLC and Geiger Law LLC as co-
bankruptcy counsel.


VPR OPERATING: Oil & Gas Companies Seek Chapter 11 in Austin
------------------------------------------------------------
Austin, Texas-based oil and gas companies VPR Operating LLC and
three related entities sought Chapter 11 protection (Bankr. W.D.
Tex. Lead Case No. 13-10599) in Austin on March 29, 2013.

Lenders Delfinco LP and Victory Park Credit Opportunities LP and
Victory Park Management LLC as administrative and collateral agent
are providing financing for the Chapter 11 effort.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The Debtors have tapped Patton Boggs LLP as general restructuring
counsel and Evercore Group LLC as financial advisor.

                     $98.2 Million in Debt

On the Petition Date, the Debtors had $83.3 million of outstanding
secured term and revolving notes. Approximately $33.4 million of
Revolving Notes are held by an unaffiliated third party capital
provider, while a small portion of the revolving notes,
$4.6 million, are held by a non-debtor affiliate.  All of the
$45.2 million term notes are held by two non-debtor affiliates.

On the Petition Date, the Debtors were indebted under a
subordinated promissory note (bridge note) $528,315.

The Debtors have a number of unpaid vendors as a result of their
inability, over the last few months, to pay creditors on a current
basis.  The Debtors estimate that, on a consolidated basis, there
is approximately $14.4 million in claims of unpaid vendors.

                      Road to Bankruptcy

In 2011, the Debtors began work on the "Harrier Well" located on
federal lands. Unfortunately, as a result in part of heightened
scrutiny on drilling activity brought on by numerous industry-
related factors including, without limitation, the Deepwater
Horizon oil spill in the Gulf of Mexico, the federal permitting
process was both  more complicated and much slower than in years
past.

Given the Debtors' pressure to drill the Harrier Well to preserve
the underlying leases, and due to the shortage in available
drilling rigs, the Debtors had no choice but to hold the Pinpoint
Drilling & Directional Services, LLC drilling rig, paying a daily
rate, until the permitting process on the Harrier well was
complete and the well could be drilled.  That permitting process
took almost five months and resulted in substantial cost overruns
as a direct result of paying for an idle rig.

The Debtors faced additional challenges as a result of substantial
cost overruns related to completion of the Harrier Well.  Various
delays and missteps by contractors caused the drilling and
completion process to substantially exceed initial timeline and
cost estimates. As an example, one of the contractors working on
the Harrier Well, Gray Wireline Services, Inc., misfired twice
during the perforating process and caused two perforating "guns"
to be left in the wellbore, in effect, creating a blockage in the
wellbore.

The combination of increased costs and reduced production has
resulted in an accumulation of accounts payable by the Debtors.
While the Debtors were attempting to work through their financial
issues and bring the Harrier Well on line, the Debtors began
receiving demands for payment from various vendors, and in certain
instances, notices of lien filings by those vendors.

In January 2013, the Debtors engaged Evercore Group, an investment
bank, to assist the Debtors in assessing strategic alternatives
including a potential sale of some or all of the Debtors'
properties, a joint venture with a financial or strategic partner,
and/or incremental financing to alleviate the Debtors' financial
strain going forward.  Due to the mounting vendor pressure,
Evercore was pushing the strategic alternatives process on an
expedited time frame with valuation proposals due on April 9,
2013.

The Debtors, with the assistance of Evercore, were making good
progress in marketing the Debtors' assets when, on March 13, 2013,
Pinpoint sent a notice to Sunoco of Pinpoint's lien filing.
Pinpoint's actions resulted in Sunoco holding the Debtors'
production proceeds in suspense, which crippled the Debtors'
operations and forced the Debtors to seek bankruptcy protection.

                       First Day Motions

The Debtors have filed a variety of first day motions, which are
"necessary to prevent irreparable harm to the Debtors and is
critical to the Debtors' chances for a successful reorganization."
The Debtors are seeking to obtain financing, grant adequate
assurance to utilities, pay critical vendors, and pay employee
wages and benefits.

The Debtors are seeking joint administration of their Chapter 11
cases and designation of their cases as complex bankruptcy cases.

The Debtors seek to use cash collateral of the senior lenders and
propose to grant the prepetition lenders adequate protection in
the form of replacement liens and superpriority claims.  To the
extent usage of cash collateral will not be sufficient to sustain
their business operations, the Debtors seek to obtain $525,000 in
DIP financing on an interim basis and an additional $2.5 million
on a final basis.

The Debtors' schedules of assets and liabilities and statements of
financial affairs are due within 14 days of the Petition Date but
the Debtors are seeking a 16-day extension of the deadline to file
those documents.

The Debtors are seeking expedited consideration of the first day
motions.


VPR OPERATING: Wants to Pay Critical Vendor Claims, Royalties
-------------------------------------------------------------
VPR Operating LLC and its debtor-affiliates seek authority to
(a) pay or honor prepetition and postpetition oil and gas royalty
and other obligations; and (b) pay prepetition claims of certain
critical vendors.

The Debtors are obligated, pursuant to their oil and gas leases
and related operating agreements, to remit to the lessors of the
oil and gas leases and potentially other parties their share of
the production from the producing wells located on the respective
leases, free of expenses of production and to the owners of the
overriding royalty interests -- ORRI Owners -- the overriding
royalties -- ORRI.

As of the Petition Date, the Debtors estimate owing approximately
$55,000 to the Royalty Interest Owners and ORRI Owners for current
royalty obligations.  The Debtors' obligations to Royalty Interest
Owners and ORRI Owners total $16,200 for the month prior to the
Petition Date.

In the ordinary course of their business, the Debtors purchase
goods and/or services from certain vendors or suppliers whose
continued, uninterrupted provision of such goods and/or services
will play a crucial role in maintaining the Debtors' ongoing
business operations and facilitating an orderly transition into
conducting their operations as debtors in possession.  The
critical vendors generally provide a variety of services relating
to the daily tasks associated with maintaining continuous
production from the Debtors' oil and gas wells.

Following careful consideration of each of their vendors, from
their population of hundreds of prepetition vendors, the Debtors
identified a small subset of approximately 25 vendors that would
qualify as Critical Vendors.  The aggregate amount of obligations
owed to the Debtors' Critical Vendors as of the Petition Date is
approximately $200,000, and the average outstanding balance owed
to each Critical Vendor as of the Petition Date is fairly small,
approximately $10,500, with only two such vendors being owed more
than $25,000.

In an effort to ensure that the payment of each Critical Vendor
claim provides the Debtors with a benefit to their estates, the
Debtors may request that any Critical Vendor receiving payment be
required, to the extent applicable, to execute an agreement
whereby it agrees to provide the Debtors with (i) the continuance
of the parties' existing business relationship; (ii) other
business terms on a postpetition basis consistent with past
practices, including the pricing of goods and services and the
provision of equivalent levels of service, on terms at least as
favorable as those extended in the normal course prior to the
Petition Date, or on such other terms that are acceptable to the
Debtors; and (iii) the release to the Debtors of goods or other
assets of the Debtors in the Critical Vendor's possession.

                      About VPR Operating

Austin, Texas-based oil and gas companies VPR Operating LLC and
three related entities sought Chapter 11 protection (Bankr. W.D.
Tex. Lead Case No. 13-10599) in Austin on March 29, 2013.

Privately-owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The Debtors have tapped Patton Boggs LLP as general restructuring
counsel and Evercore Group, LLC as financial advisor.


VPR OPERATING: Seeks to Access Cash Collateral, DIP Financing
-------------------------------------------------------------
VPR Operating LLC and its debtor-affiliates seek entry of interim
and final orders:

     (a) authorizing the Debtors to use cash collateral and
         provide adequate protection for such cash collateral
         usage;

     (b) requiring all nondebtor parties possessing cash
         collateral to return such funds to the Debtors; and

     (c) allowing them to incur, to the extent necessary to cover
         any cash collateral shortfalls, postpetition debt
         under a senior, secured, superpriority credit facility.

Lenders Delfinco LP and Victory Park Credit Opportunities LP and
Victory Park Management LLC, as administrative and collateral
agent, are providing the DIP financing.

The Debtors' requested usage of Cash Collateral will be limited to
(i) expenditures for general working capital purposes in the
ordinary course of business; and (ii) expenditures associated with
the Debtors' bankruptcy cases.  Additionally, holders of the
Debtors' $80 million of senior secured notes, who maintain the
only interest in the cash collateral, will receive adequate
protection, to the extent of diminution in value, in the form of
replacement liens and superpriority claims.

                    Return of Cash Collateral

Presently, one or more of the Debtors' hydrocarbon purchasers are
holding cash proceeds from the Debtors' hydrocarbon sales in
"suspense," in response to prepetition collection demands lodged
by certain of the Debtors' trade creditors.  The cash proceeds of
the hydrocarbon sales are property of the Debtors' bankruptcy
estates.  Section 542 of the Bankruptcy Code provides that
nondebtors in possession of such cash proceeds are required to
deliver those cash proceeds to the Debtors.  Consequently, the
Debtors request that the Court enter an order requiring all
nondebtor entities possessing the Debtors' cash collateral,
including, without limitation, hydrocarbon purchasers holding
sales proceeds in "suspense," to return the cash collateral to the
Debtors.

                           DIP Financing

To the extent that usage of Cash Collateral will not be sufficient
to sustain their business operations, the Debtors ask the Court
for authority, on an interim and final basis, to engage in one or
more borrowings under a proposed superpriority debtor-in-
possession financing facility.  The DIP Loan will be secured by
first-priority liens on all of the Debtors' assets, as well as
superpriority claims with a priority over all administrative
claims granted pursuant to Bankruptcy Code Sections 503(b) and
507(b).

The Debtors believe that upon entry of the interim order, they
will require an initial DIP Loan draw of $525,000. Following that
initial draw, and upon entry of the final order, the Debtors
request authority, to the extent that their liquidity needs exceed
available cash collateral, to obtain additional DIP Loan
borrowings in an amount not to exceed the maximum $2.5 million DIP
Loan Commitment.

Delfinco is represented by:

         John T. Carroll, III, Esq.
         COZEN O'CONNOR
         1201 N. Market Street, Suite 1001
         Wilmington, DE 19801
         Fax: (302) 295-2013
         E-mail: jcarroll@cozen.com

Victory Park is represented by:

         Eric J. Taube, Esq.
         HOHMANN,TAUBE & SUMMERS, L.L.P.
         100 Congress Ave, 18th Floor
         Austin, TX 78791
         Fax: (512) 472-5248
         E-mail: erict@hts-law.com

                      About VPR Operating

Austin, Texas-based oil and gas companies VPR Operating LLC and
three related entities sought Chapter 11 protection (Bankr. W.D.
Tex. Lead Case No. 13-10599) in Austin on March 29, 2013.

Privately-owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The Debtors have tapped Patton Boggs LLP as general restructuring
counsel and Evercore Group LLC as financial advisor.


W.R. GRACE: Judge Fitzgerald's Rule 2019 Order Reversed
-------------------------------------------------------
The U.S. District Court for the District of Delaware reversed a
bankruptcy judge's decision that denied Garlock Sealing
Technologies LLC's bid to access certain court documents.

The decision issued on Oct. 7, 2011 by U.S. Bankruptcy Judge
Judith Fitzgerald denied Garlock's request to access exhibits to
the statements filed by lawyers who represent creditors asserting
asbestos-related claims against W.R. Grace & Co.  Garlock
appealed the decision on Oct. 12, 2011.

The exhibits were filed pursuant to Rule 2019, the bankruptcy
rule that governs disclosures of information about creditors in
bankruptcy cases.  Garlock needs those documents to allow experts
in its own Chapter 11 case to develop or rebut an opinion
regarding its total liability for asbestos-related claims.

In a 36-page opinion, U.S. District Judge Leonard Stark said that
Garlock could use the information in the exhibits to help the
bankruptcy court, which oversees its case, to estimate its
liability more accurately.

"In the context of evaluating an access request, Garlock's
intended use of such information at an estimation proceeding in
its own bankruptcy is a proper purpose," Judge Stark said.

The district judge authorized the Clerk of the Bankruptcy Court
to grant Garlock access to the exhibits, excluding the retention
agreements between the claimants and their lawyers.

Judge Stark also authorized Garlock to use the exhibits solely in
connection with the estimation proceedings in its bankruptcy case
pending in the U.S. Bankruptcy Court for the Western District of
North Carolina.  A copy of the district judge's opinion and March
14 order can be accessed for free at:

   http://bankrupt.com/misc/Grace_OpinionGarlock031513.pdf
   http://bankrupt.com/misc/Grace_OrderGarlock031413.pdf

In response to the district judge's ruling, Judge Fitzgerald
ordered the Clerk of the Bankruptcy Court to retain the 2019
statements filed in W.R. Grace's bankruptcy case.

A status conference is set for April 4 to establish a protocol for
disclosure of the 2019 statements.

                        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: Hasn't Received Settlement Payments in PI Suits
-----------------------------------------------------------
W.R. Grace & Co. is still awaiting the effective date of its
plan of reorganization, when settlement payments will be made in
class action lawsuits brought on behalf of individuals that had
lawsuits on file asserting personal injury or wrongful death
claims, according to the Company's February 27, 2013, Form 10-K
filing with the U.S. Securities and Exchange Commission for the
year ended December 31, 2012.

In September 2000, Grace was named in a purported class action
lawsuit filed in California Superior Court for the County of San
Francisco alleging that the 1996 reorganization involving a
predecessor of Grace and Fresenius Medical Care Holdings, Inc.
and the 1998 reorganization involving a predecessor of Grace and
Sealed Air Corporation were fraudulent transfers (Abner, et al.,
v. W. R. Grace & Co., et al.).  The lawsuit is alleged to have
been brought on behalf of all individuals who then had lawsuits
on file asserting personal injury or wrongful death claims
against any of the defendants.  After Abner, and prior to the
Chapter 11 filing, two other similar class actions were filed.
These lawsuits have been stayed as a result of Grace's Chapter 11
filing.  The Bankruptcy Court authorized the Official Committee
of Asbestos Personal Injury Claimants and the Official Committee
of Asbestos Property Damage Claimants to proceed with claims
against Sealed Air and Fresenius on behalf of Grace's bankruptcy
estate.  In November 2002, Sealed Air and Fresenius each
announced that they had reached agreements in principle with
these committees to settle asbestos, successor liability and
fraudulent transfer claims related to such transactions.  Under
the terms of the Company's joint plan of reorganization and the
Fresenius Settlement and the Sealed Air Settlement, each
settlement, as subsequently revised and subject to certain
conditions, Fresenius and Cryovac, Inc., a wholly-owned
subsidiary of Sealed Air, would make certain payments upon the
effectiveness of the Joint Plan.  These settlements are an
integral part of the Joint Plan.

                        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: Awaits Effective Date of Plan & ZAI Deal
----------------------------------------------------
W.R. Grace & Co. is awaiting the effective date of its joint plan
of reorganization, which plan incorporates a settlement of
lawsuits asserting asbestos-related personal and property damage
claims relating to Zonolite(R) Attic Insulation, according to the
Company's February 27, 2013, Form 10-K filing with the U.S.
Securities and Exchange Commission for the year ended December 31,
2012.

Grace is a defendant in property damage and personal injury
lawsuits relating to previously sold asbestos-containing
products.  As of April 2, 2001 (the bankruptcy filing date),
Grace was a defendant in 65,656 asbestos-related lawsuits, 17
involving claims for property damage (one of which has since been
dismissed), and the remainder involving 129,191 claims for
personal injury.  Due to the Filing, holders of asbestos-related
claims are stayed from continuing to prosecute pending litigation
and from commencing new lawsuits against the Debtors.  Grace's
obligations with respect to present and future asbestos claims
will be determined through the Chapter 11 process.

The plaintiffs in asbestos property damage lawsuits generally
seek to have the defendants pay for the cost of removing,
containing or repairing the asbestos-containing materials in the
affected buildings.  Various factors can affect the merit and
value of PD Claims, including legal defenses, product
identification, the amount and type of product involved, the age,
type, size and use of the building, the legal status of the
claimant, the jurisdictional history of prior cases, the court in
which the case is pending, and the difficulty of asbestos
abatement, if necessary.

Out of 380 asbestos property damage cases (which involved
thousands of buildings) filed prior to the Filing Date, 16 remain
unresolved.  Eight cases relate to ZONOLITE(R) Attic Insulation
("ZAI"), a former Grace attic insulation product, and eight
relate to a number of former asbestos-containing products (two of
which also are alleged to involve ZAI).

Approximately 4,300 additional PD claims were filed prior to the
March 31, 2003, claims bar date established by the Bankruptcy
Court.  (The March 31, 2003, claims bar date did not apply to ZAI
claims.)  Grace objected to virtually all PD claims on a number
of legal and factual bases.  As of December 31, 2012,
approximately 430 PD Claims subject to the March 31, 2003, claims
bar date remain outstanding.  The Bankruptcy Court has approved
settlement agreements covering approximately 410 of such claims
for an aggregate allowed amount of $150.8 million.

Eight of the ZAI cases were filed as purported class action
lawsuits in 2000 and 2001.  In addition, 10 lawsuits were filed
as purported class actions in 2004 and 2005 with respect to
persons and homes in Canada.  These cases seek damages and
equitable relief, including the removal, replacement and/or
disposal of all such insulation.  The plaintiffs assert that this
product is in millions of homes and that the cost of removal
could be several thousand dollars per home.  As a result of the
Filing, all of these cases have been stayed.

Based on Grace's investigation of the claims described in these
lawsuits, and testing and analysis of this product by Grace and
others, Grace believes that ZAI was and continues to be safe for
its intended purpose and poses little or no threat to human
health.  The plaintiffs in the ZAI lawsuits dispute Grace's
position on the safety of ZAI.  In December 2006 the Bankruptcy
Court issued an opinion and order holding that, although ZAI is
contaminated with asbestos and can release asbestos fibers when
disturbed, there is no unreasonable risk of harm from ZAI.  In
the event the Company's joint plan of reorganization ("Joint
Plan") does not become effective, the ZAI claimants have reserved
their right to appeal such opinion and order if and when it
becomes a final order.

At the Debtors' request, in July 2008, the Bankruptcy Court
established a claims bar date for U.S. ZAI PD Claims and approved
a related notice program that required any person with a U.S. ZAI
PD Claim to submit an individual proof of claim no later than
October 31, 2008.  Approximately 17,960 U.S. ZAI PD Claims were
filed prior to the October 31, 2008, claims bar date and, as of
December 31, 2012, an additional 1,310 U.S. ZAI PD Claims were
filed.  Under the Canadian ZAI Settlement, all Canadian ZAI PD
Claims filed before December 31, 2009, would be eligible to seek
compensation from the Canadian ZAI property damage claims fund.
Approximately 13,100 Canadian ZAI PD Claims were filed by
December 31, 2009.

In November 2008, the Debtors, the Putative Class Counsel to the
U.S. ZAI property damage claimants, the legal representative of
future asbestos property damage claimants (the "PD FCR"), and the
Equity Committee reached an agreement designed to resolve all
present and future U.S. ZAI PD Claims.  The terms of the U.S. and
Canadian ZAI agreements in principle have been incorporated into
the terms of the Joint Plan and related documents.

Upon the occurrence of the effective date under the Joint Plan,
all pending and future PD Claims would be channeled for
resolution to the PD Trust.  PD Claims other than U.S. and
Canadian ZAI PD Claims would be litigated in the Bankruptcy Court
or a U.S. District Court, including all claims and defenses that
would have been available to the parties prior to the filing of
the Chapter 11 Cases as well as any defenses based on the
March 31, 2003 bar date.  Any claims determined to be allowed
claims would be paid in cash by the PD Trust.  Grace would be
obligated to fund the PD Trust every six months in an amount
sufficient to enable the PD Trust to pay all such allowed claims
and Trust-related expenses.

All allowed U.S. ZAI PD Claims would be paid by the PD Trust from
the ZAI PD account and all allowed Canadian ZAI PD Claims would
be paid by the Canadian ZAI property damage claims fund.  Grace
would have no liability or obligation for asbestos-related ZAI PD
claims, except for its obligations to fund the PD Trust's ZAI PD
account.

                        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)


WALLDESIGN INC: Deal Reached on CRO's Abandonment of Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court in March approved a stipulation between
debtor Walldesign Inc., VFS Financing, Inc., and the Official
Committee of Unsecured Creditors that provides for an order
directing the Debtor's Chief Restructuring Officer to abandon
title to the collateral via bill of sale and "professional user
entity" authorization.

In January 2013, VFS filed a motion seeking an order granting
relief from the automatic stay.  The personal property which is
the subject of the Motion is a Hawker Beechcraft, Model No. 900XP,
Serial No. HA0063, U.S. Registration No. N288MB and two Honeywell
model TFE731-50R aircraft engines bearing manufacturer's serial
numbers P122232 and P122233.

VFS also sought orders:

(a) directing the Debtor, via its court-appointed CRO, to
    demand turnover of funds, if any held by third parties,
    including Delta Private Jets and/or Michael R. Bello, that
    constitute cash collateral resulting from the unauthorized
    lease of the Aircraft, and to pay such funds, if any,
    constituting VFS's cash collateral to VFS;

(b) directing the Debtor, via its court-appointed CRO, to notify
    Delta Private Jets that the lease agreement it executed in
    connection with the Aircraft was not authorized by the Debtor
    or the Bankruptcy Court, and is not an effective agreement;
    and

(c) directing the Debtor, via its CRO or other representative of
    the Debtor's estate, to execute any documentation necessary to
    effectuate transfer of title to the Collateral to VFS or its
    designee, including but not limited to a bill of sale, the
    appointment of VFS or its designee as a professional user
    entity ("PUE") on the International Registry, and any
    reasonably necessary antecedent steps necessary to effectuate
    such appointment including any reinstatement of the Debtor's
    status on the International Registry (the "Title Transfer
     Request").

The Committee responded that if VFS enters into an agreement to
sell, lease, or transfer any interest in the Collateral to Michael
R. Bello or any entity controlled by Mr. Bello, the agreement be
subject to the review and approval of the Debtor and the Committee
and, if either objects to the terms of the agreement, to the
approval of the Bankruptcy Court.

Counsel for VFS, the Committee and the Debtor met and conferred
regarding the Title Transfer Request.  The parties later reached a
resolution on the matter.  The deal requires VFS to give no less
than 10 days' notice to the Committee and the Debtor regarding any
agreement by VFS to sell, lease, or transfer any interest in the
Collateral to Mr. Bello or any entity controlled by Mr. Bello.  If
the Committee or the Debtor object to the terms of any agreement,
the parties will attempt to resolve any issues, and if they
cannot, VFS will seek from the Bankruptcy Court approval of the
sale to Mr. Bello or an entity controlled by Mr. Bello.

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WARNER CHILCOTT: S&P Raises Senior Unsecured Debt Rating to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Ireland-based specialty pharmaceutical manufacturer Warner
Chilcott PLC's senior unsecured debt to '4', indicating S&P's
expectation for average (30% to 50%) recovery for lenders in the
event of a payment default, from '5' (10% to 30% recovery
expectation).  S&P subsequently raised its issue-level rating on
this debt to 'BB' from 'BB-', in accordance with its notching
criteria.

All other ratings, including S&P's 'BB' corporate credit rating on
the company, remain unchanged.  The outlook is stable.

The recovery rating revision and subsequent issue-level upgrade
reflect the company's mandatory and optional debt repayments over
the past few quarters.  The debt repayments resulted in lower
levels of senior secured debt and greater value for unsecured
lenders under a simulated default scenario.

The rating on Warner Chilcott PLC reflects a "fair" business risk
profile that incorporates some product and therapeutic diversity
and the company's successful strategy of active brand management.
It also reflects the threat of generic competition to the
company's product portfolio and its limited research and
development (R&D) capabilities.  These pressures could push the
company to make additional debt-financed product or company
acquisitions over the next year.

"Despite leverage of about 2.8x at Dec. 31, 2012, we believe that
the company will ultimately maintain credit metrics consistent
with a significant financial risk profile because of potential
acquisition financing needs and an aggressive financial policy
that supports dividend payouts," said Standard & Poor's credit
analyst Michael Berrian.

Revenues of approximately $2.5 billion were 7% lower than prior
year, slightly better than S&P's expectation for a decline of
about 10% in 2012 following an 8% decline in 2011.  The decline
stems primarily from challenges to the global Actonel franchise
and the loss of the patent case against Doryx. Actonel revenues
have been pressured following a Western Europe patent expiration
in 2010 and a contracting U.S. bisphosphonate market due to
concerns over side effects.  Potential generic challenges to
Asacol 400mg because of the upcoming July 2013 patent expiration
could result in additional top line pressure, but patient
preference for current therapies could mitigate any immediate
deterioration, in S&P's opinion.  Gross margins of approximately
88% were in line with S&P's expectations, but EBITDA margins of
about 57% were higher than its base case because of better-then-
expected benefits from cost reductions and changes to its sales
and marketing infrastructure.  This resulted in free cash flow of
more than $800 million, slightly better than our full-year
estimate.


WEST 380: OK'd to Pay Claims of Physicians and Physician Group
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
entered an order authorizing West 380 Family Care Facility to make
these payments of prepetition guarantied accrued through Nov. 8,
2012, to these physicians and physician groups:

   Pathology Associates of North Texas:            $26,863
   Surgery Call (for Dr. Scott Stowers and
     Dr. R. Wright:                                 $2,853
   Pathology Associates of North Texas:            $26,863
   E.R. Phy. Group Coverage
     (for Dr. Steven Longacre):                    $18,667
   Blaylock Anesthesia Group:                       $1,600
   Dr. Luis Nieves:                                $10,667
   Dr. Lara Pierce:                                 $2,133

all payments in compliance with the terms of any interim or final
orders authorizing debtor-in-possession financing and any interim
final order granting authority to use cash collateral that are
approved by the Court.

                          About West 380

Bridgeport, Texas-based West 380 Family Care Facility, doing
business as North Texas Community Hospital, opened in August 2008
and operates in a 99,000 square-feet two-story building on 19
acres of land.  The hospital has 36 beds and 57 doctors on staff.
There are 200 employees constituting 130 full time equivalent
employees.

West 380 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
12-46274) on Nov. 8, 2012.  Andrew G. Edson, Esq., Duane J.
Brescia, Esq., and Stephen A. Roberts, Esq., at Strasburger &
Price LLP serve as its counsel.  The Debtor disclosed $38,220,048
in assets and $82,873,548 in liabilities as of the Chapter 11
filing.  Judge D. Michael Lynn presides over the case.


WEST CORP: To Issue 15.9 Million Common Shares Under Plans
----------------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement registering
15,993,491 shares of common stock of the Company issuable
under the West Corporation 2006 Executive Incentive Plan,
West Corporation 2013 Long-Term Incentive Plan, West Corporation
Nonqualified Deferred Compensation Plan, and West Corporation 2013
Employee Stock Purchase Plan.  The proposed maximum aggregate
offering price is $319.8 million.  A copy of the prospectus is
available for free at http://is.gd/fLYoNu

                        About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corporation reported net income of $125.54 million in 2012,
net income of $127.49 million in 2011, and net income of $60.30
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $3.44 billion in total assets, $4.69 billion in total
liabilities and a $1.24 billion total stockholders' deficit.

                        Bankruptcy Warning

The Company said the following statement in its 2012 Annual
Report:

"If our cash flows and capital resources are insufficient to fund
our debt service obligations and to fund our other liquidity
needs, we may be forced to reduce or delay capital expenditures or
declared dividends, sell assets or operations, seek additional
capital or restructure or refinance our indebtedness.  We cannot
make assurances that we would be able to take any of these
actions, that these actions would be successful and permit us to
meet our scheduled debt service obligations or that these actions
would be permitted under the terms of our existing or future debt
agreements, including our senior secured credit facilities or the
indentures that govern our outstanding notes.  Our senior secured
credit facilities documentation and the indentures that govern the
notes restrict our ability to dispose of assets and use the
proceeds from the disposition.  As a result, we may not be able to
consummate those dispositions or use the proceeds to meet our debt
service or other obligations, and any proceeds that are available
may not be adequate to meet any debt service or other obligations
then due.

If we cannot make scheduled payments on our debt, we will be in
default of such debt and, as a result:

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

   * our debt holders under other debt subject to cross default
     provisions could declare all outstanding principal and
     interest on such other debt to be due and payable;

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

   * we could be forced into bankruptcy or liquidation."

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

As reported by the TCR on March 21, 2013, Standard & Poor's
Ratings Services placed its 'B+' corporate credit rating on Omaha,
Neb.-based business process outsourcer West Corp., along with all
issue-level ratings on the company's debt, on CreditWatch with
positive implications.  The CreditWatch placement is based on West
Corp.'s announcement that it will raise about $500 million through
an initial public offering and use most of the proceeds to repay
debt.  Pro forma for the debt repayment, lease-adjusted leverage
is 5.3x, compared with 5.9x at Dec. 31, 2012.


WEST COVINA MOTORS: City's Chapter 7 Conversion Bid Approved
------------------------------------------------------------
The City of West Covina sought and obtained an order converting
the chapter 11 case of West Covina Motors, Inc., to a chapter 7
liquidation.

The City of West Covina, on its own behalf and as successor to the
City of West Covina Community Development Commission, contends
that "cause" for conversion to a Chapter 7 proceeding exists under
Section 1112(b)(4)(A) of the Bankruptcy Code based on the fact
that the Debtor is suffering a substantial and continuing loss to
and diminution of its estate and has no reasonable likelihood of
rehabilitation.  The city also states that "cause" to convert the
case also exists under Section 1112(b)(4)(B) due to the gross
mismanagement of the estate by the individual controlling the
estate, Ziad Alhassen.

The City of West Covina is represented by:

         ARNOLD M. ALVAREZ-GLASMAN, Esq.
         CITY ATTORNEY OF THE CITY OF WEST COVINA
         ALVAREZ-GLASMAN & COLVIN
         13181 Crossroads Parkway North
         Suite 400 - West Tower
         City of Industry, CA 91746
         Tel: (562) 699-5500
         E-mail: aglasman@agclawfirm.com

                    - and -

         Stephen T. Owens, Esq.
         Jordan A. Kroop, Esq.
         Christopher J. Petersen, Esq.
         SQUIRE, SANDERS (US) LLP
         555 South Flower Street, 31st Floor
         Los Angeles, CA 90071
         Tel: (213) 624-2500
         E-mail: stephen.owens@squiresanders.com
                 jordan.kroop@squiresanders.com
                 christopher.petersen@squiresanders.com

West Covina Motors, Inc., doing business as Clippinger Chevrolet
and Clippinger Chrysler Jeep Dodge, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-52197) on Dec. 28, 2012.  Martin
J. Brill, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, serves
as counsel.  The Debtor estimated assets and debts of at least
$10 million in its petition.


WESTERN POZZOLAN: Court Converts Case to Chapter 7
--------------------------------------------------
The Hon. Linda B. Riegle of the U.S. Bankruptcy Court for the
District of Nevada has converted Western Pozzolan Corp.'s Chapter
11 case to Chapter 7.

As reported by the Troubled Company Reporter on Feb. 26, 2013,
secured creditor Interest Income Partners, L.P., filed a renewed
motion to dismiss the Debtor's case.  IIP first sought case
dismissal in October 2012.  At the hearing on the first motion,
the Debtor and the U.S. Trustee instead sought appointment of a
Chapter 11 trustee.

IIP, owed by the Debtor on account of a $1.5 million secured note
that has matured, argues the case should be dismissed for "cause",
including: (i) the Debtor has stated in its August monthly
operating report that it has not paid for general liability
insurance, and (ii) the Chapter 11 trustee has determined that he
is not going to sell the Debtor's property or attempt to
reorganize the Debtor.

The Court has set for April 24, 2013, at 9:30 a.m., the hearing on
the motion to dismiss the Debtor's case to allow time for a
determination of whether the Chapter 11 Trustee can liquidate the
Debtor's assets for the benefit of creditors.

                     About Western Pozzolan

Western Pozzolan Corp., is in the business of mining and selling
pozzolan ore.  Western Pozzolan operates the Long Valley Pozzolan
Plant in Lassen County, California.  The Company filed a Chapter
11 bankruptcy petition (Bankr. D. Nev. Case No. 12-11040) in Las
Vegas, Nevada, on Jan. 30, 2012.

The case was now reassigned to Judge Linda B. Riegle from Judge
Mike K. Nakagawa.  Matthew Q. Callister, Esq., at Callister &
Associates, serves as the Debtor's counsel.  The Debtor disclosed
$10,825,304 in assets and $2,916,012 in liabilities as of the
Chapter 11 filing.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors.

Western Pozzolan first filed for bankruptcy protection (Bankr. D.
Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.

On Dec. 3, 2012 the Hon. Mike K. Nakagawa, in response to Interest
Income Partners, L.P.'s request for the dismissal of the Debtor's
case, ordered the appointment of a Chapter 11 trustee.  The Debtor
said that the bankruptcy case will benefit from the appointment of
a Chapter 11 trustee, given the development of the cases
associated with the Debtor's principal, James W. Scott.

The U.S. Bankruptcy Court District of Nevada authorized David A.
Rosenberg, the Chapter 11 trustee for Western Pozzolan Corp., to
employ Howard Kim & Associates as his general purpose counsel.


XTREME IRON: Trustee OK'd to Pay $75,000 for Repair/Maintenance
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the Areya Holder, Chapter 11 trustee for Xtreme Iron,
LLC, and Xtreme Iron Holdings, LLC, to incur administrative
expense amounting to:

   -- $25,000 to move and store 20 pieces of heavy equipment, and
up to $750 per month to store the equipment with Ritchie Bros. or
other qualified entity; and

   -- 75,000 per month of repair and maintenance expenses and pay
B&R Equipment Company to maintain and repair certain pieces of the
Debtors' heavy-equipment inventory.

According to Court papers filed, Ritchie Bros. is one of the
leading auction and appraisal companies for heavy equipment.  As
part of its services, Ritchie Bros. stores and insures heavy
equipment on its real estate.

To the extent that the $25,000 constitutes cash collateral, the
trustee asserted that, given Cat Financial's positions in the
case, Cat Financial will be adequately protected by the proposed
moving and storage.

The Chapter 11 trustee is represented by:

         Marcus A. Helt
         Virgil Ochoa
         GARDERE WYNNE SEWELL LLP
         1601 Elm Street, Suite 3000
         Dallas, TX 75201-4761
         Tel: (214) 999-3000
         Fax: (214) 999-4667
         E-mails: mhelt@gardere.com
                  vochoa@gardere.com

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.  The Debtor
disclosed $23,020,779 in assets and $25,931,823 in liabilities as
of the Chapter 11 filing.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

On Sept. 14, 2012, Areya Holder was appointed Chapter 11 Trustee
of the estates of Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC.
Gardere Wynne Sewell LLP serves as counsel for Areya Holder.

Beta Capital LLC, a creditor, has asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


* U.S. Foreclosure Inventory Up 9% in First Quarter of 2013
-----------------------------------------------------------
RealtyTrac(R), an online marketplace for foreclosure properties
and real estate data, on March 28 released its first-ever U.S.
Foreclosure Inventory Analysis, which shows nearly 1.5 million
U.S. properties were actively in the foreclosure process or bank-
owned (REO) in the first quarter of 2013, up 9 percent from the
first quarter of 2012 but still down 32 percent from the peak of
2.2 million in December 2010.

"Delinquent loans that fell into a deep sleep after the robo-
signing controversy in late 2010 are gradually coming out of
hibernation following the finalization of the national mortgage
settlement in April 2012," said Daren Blomquist, vice president at
RealtyTrac.  "The settlement provided some closure regarding
accepted foreclosure processing practices, and as a result lenders
have been reviving more of these delinquent loans and pushing them
into foreclosure over the past 12 months, particularly in states
where a lengthy court process has resulted in a bigger backlog of
non-performing loans still in snooze mode."

Details of the entire foreclosure inventory analysis, along with
illustrating charts, are in a 14-page report available online here
or upon request from the media contacts listed below:

High-level findings from the analysis:

        -- The annual increase in foreclosure inventory at a
national level was caused by a 59 percent jump in pre-foreclosure
inventory, while inventory of homes scheduled for foreclosure
auction decreased 25 percent and inventory of bank-owned homes
decreased 3 percent.

        -- Foreclosure inventory behavior was split nearly down
the middle at the state level, with 26 states posting annual
increases in foreclosure inventory and 24 states, along with the
District of Columbia, posting annual decreases in foreclosure
activity.

        -- Among properties actively in the foreclosure process
(excluding bank-owned properties), 35 percent were properties
identified as vacant or where the homeowner had moved.  The
percentage of owner-vacated foreclosure inventory was 50 percent
or higher in several states, including Indiana, Oregon, Washington
and Nevada.

        -- Inventory of listed foreclosures decreased 43 percent
nationwide from a year ago, but inventory of unlisted foreclosures
increased 12 percent.

        -- Government-backed entities Fannie Mae, Freddie Mac and
FHA/HUD accounted for the biggest portion of foreclosure
inventory, with a combined 12 percent of the national total,
followed by Bank of America with 11 percent, Wells Fargo with 10
percent and Chase with 7 percent.

        -- More than two-thirds of the properties actively in the
foreclosure process or bank owned as of the first quarter of 2013
were built in 1960 or later; however, in terms of year built the
fastest growing segment of foreclosure inventory consisted of
homes built before 1960 -- up 11 percent from a year ago while
foreclosure inventory of properties built in 1960 or later
increased 6 percent during the same time period.

        -- More than 60 percent of foreclosure inventory in the
first quarter of 2013 was comprised of properties with loan
amounts under $200,000, while homes with outstanding loans between
$200,000 to $400,000 represented an additional 30 percent of all
foreclosure inventory.

                        Report Methodology

The RealtyTrac U.S. Foreclosure Inventory Analysis provides a
count of the total number of properties in some stage of the
foreclosure process or bank owned.  RealtyTrac's report
incorporates documents filed in all three phases of foreclosure:
Default -- Notice of Default (NOD) and Lis Pendens (LIS); Auction
-- Notice of Trustee's Sale and Notice of Foreclosure Sale (NTS
and NFS); and Real Estate Owned, or REO properties (that have been
foreclosed on and repurchased by a bank). Properties are removed
from active foreclosure inventory if sold to a third part; if
RealtyTrac collects a recission notice showing the lender has
stopped foreclosure proceedings; or if no new foreclosure activity
is reported for the property for a longer period of time than the
average number of days it takes to complete the foreclosure
process in the state where the property is located.

                       About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is an online
marketplace for foreclosure properties and real estate data.


* Foreclosures Down 19% in February 2012, CoreLogic Reports
-----------------------------------------------------------
CoreLogic(R), residential property information, analytics and
services provider, on March 28 released its National Foreclosure
Report for February which provides data on completed U.S.
foreclosures and the overall foreclosure inventory.  According to
CoreLogic, there were 54,000 completed foreclosures in the U.S. in
February 2013, down from 67,000 in February 2012, a year-over-year
decrease of 19 percent.  On a month-over-month basis, completed
foreclosures fell from 58,000* in January 2013 to the February
level of 54,000, a decrease of 7 percent.

As a basis of comparison, prior to the decline in the housing
market in 2007, completed foreclosures averaged 21,000 per month
nationwide between 2000 and 2006.  Completed foreclosures are an
indication of the total number of homes actually lost to
foreclosure.  Since the financial crisis began in September 2008,
there have been approximately 4.2 million completed foreclosures
across the country.

Approximately 1.2 million homes were in some stage of foreclosure
in the U.S., known as the foreclosure inventory, as of February
2013 compared to 1.5 million in February 2012, a decrease of 21
percent.  The foreclosure inventory as of February 2013
represented 2.8 percent of all homes with a mortgage compared to
3.5 percent in February 2012.  This was the 16th consecutive month
with a year-over-year decline.  Month over month, the foreclosure
inventory was down 1.8 percent from January 2013 to February 2013.

"February's 54,000 completed foreclosures is the lowest level
nationally since September 2007, with most major metropolitan
areas experiencing improvements," said Dr. Mark Fleming, chief
economist for CoreLogic.  "Even the major Florida markets are
benefiting with the foreclosure inventories falling the fastest in
major metropolitan areas, although from a very high level."

"We continue to see a declining trend in foreclosure activity,
with major markets leading the way," said Anand Nallathambi,
president and CEO of CoreLogic.  "The drop in delinquencies and
foreclosure starts will help support a resurgence in the home
purchase market this year and next."

Highlights as of February 2013:

-- The five states with the highest number of completed
foreclosures for the 12 months ending in February 2013 were:
Florida (95,000),California (90,000), Michigan (73,000), Texas
(57,000) and Georgia (49,000).  These five states account for
almost half of all completed foreclosures nationally.

-- The five states with the lowest number of completed
foreclosures for the 12 months ending in February 2013 were:
District of Columbia (96), Hawaii (469), North Dakota (482), Maine
(542) and West Virginia (588).

-- The five states with the highest foreclosure inventory as a
percentage of all mortgaged homes were: Florida (9.9 percent), New
Jersey (7.2 percent), New York (5.0 percent), Nevada (4.6 percent)
and Illinois (4.5 percent).

-- The five states with the lowest foreclosure inventory as a
percentage of all mortgaged homes were: Wyoming (0.5 percent),
Alaska (0.6 percent), North Dakota (0.7 percent), Nebraska (0.8
percent) and Montana (0.9 percent).

*January data was revised.  Revisions are standard, and to ensure
accuracy, CoreLogic incorporates newly released data to provide
updated results.


* Pressures Continue for U.S. Local Governments, Fitch Says
-----------------------------------------------------------
Fitch Ratings says that "In our view, the vast majority of local
governments in the U.S. will manage the slow macroeconomic
recovery through a combination of prudent budget management,
including tax increases in some cases. However, we believe a few
more local governments than the ones already making headlines
could have negative outcomes. We see those governments most at
risk as having a combination of severely inflexible labor
environments, the highest and rapidly growing fixed costs, and the
most restrictive taxing limits."

"Finding savings will become increasingly difficult for
governments that have experienced years of service reductions and
are now facing pressures to address deferred needs. But the major
pressures on local governments are largely labor-related. Data
from the U.S. Census Bureau indicates labor costs, including
benefits, comprise approximately two thirds of local government
budgets on average. Many are higher. We expect most pension annual
required contributions to continue to rise in the short run, as
the losses in the financial markets in 2008 and 2009 continue to
be phased in. Beyond that, we expect demographic pressures from
the now retiring baby boomers to increase as they draw pension and
unfunded retiree healthcare benefits.

"Many local governments have taken a variety of actions to address
pension and benefits costs, including other post-employment
benefits (OPEB). However, several of the risk factors identified
are challenging for local governments to control, particularly in
the more extreme situations. For many, modifying pension costs may
hinge on increasingly important judicial decisions or state
actions outside local control. Tax policies are generally decided
at the state level, even if they only affect local government
revenue such as property taxes. Overall compensation costs are
difficult for local governments to influence when the labor
environment is confrontational, concessions are rare, adverse
binding arbitration awards are the norm, or rigid compensation
survey regimes determine outcomes.

"In the end, a government's ability to manage its resources and
priorities and take the measures necessary to maintain fiscal
balance are crucial in a slowly improving but continually
challenging environment."


* Financial Statements Decline in Predictive Value Over Time
------------------------------------------------------------
With corporate earnings season upon us, new research from the
Stanford Graduate School of Business examines the usefulness of
financial statement and market data for investors who want to
ascertain the likelihood of bankruptcy.  The results of that
research are not completely reassuring.

The authors -- Maureen F. McNichols, Marriner S. Eccles Professor
of Public and Private Management at the Stanford Graduate School
of Business (GSB); William H. Beaver, Joan E. Horngren Professor
of Accounting, Emeritus, at the GSB; and Maria Correia, assistant
professor of accounting at the London Business School -- examined
40 years of financial data garnered from thousands of public
corporations.  They analyzed key financial ratios, such as return
on assets and leverage, reported in filings to the U.S. Securities
and Exchange Commission, and market-related data such as market
capitalization and stock returns.

Over the period they examined -- 1962 to 2002 -- the data became
significantly less useful in predicting bankruptcy.  "Investors
should be concerned and aware of this when they assess bankruptcy
risk," Ms. McNichols says.

A professor of accounting, Ms. McNichols is quick to add that
financial statement data are still highly relevant.  Of the firms
she and her colleagues studied, about one percent fell into
bankruptcy, and despite the deterioration in financial-statement
usefulness, financial ratios and market data are still important
tools for predicting insolvency, she says.

Nonetheless, the results are concerning enough that McNichols
believes that regulators and standards setters such as the U.S.
Securities and Exchange Commission and the Financial Accounting
Standards Board should be aware of this issue.

Three major factors muddy the waters for investors attempting to
predict bankruptcy, the researchers found:

            1. Over the sample period, there is increasing
evidence that management exercises discretion over financial
reporting, and that there have been increasing numbers of
restatements because the financial statements were materially
misleading.  "Our findings indicate that the manipulation of
reported results gives a misleading impression of profitability
and reduces investors' ability to predict bankruptcy," notes
Correia.  For example, firms recognizing revenue ahead of schedule
or fraudulently may appear profitable.  As a result, the
bankruptcy prediction model is much less likely to classify
bankrupt firms that also restated earnings accurately, assigning
lower risk due to their overstated earnings.

            2. Many firms, particularly the technology companies
listed on the NASDAQ exchange, are heavy spenders on research and
development.  R&D in itself is certainly not a cause for concern,
but because this "intangible" is not recognized on the balance
sheet, it makes various financial ratios and data less useful.

            3. The frequency of firms reporting losses has
increased substantially over the past 40 years.  Because
predicting future earnings for firms that suffer losses involves
substantially greater uncertainty than for firms that are
profitable, the bankruptcy prediction model is less likely to
accurately classify loss firms that will go bankrupt.

Consider a firm that suffers a loss.  The fact that it has lost
money is obviously not good news, but in and of itself a loss
doesn't mean a company will go bankrupt.  Losses complicate the
financial picture, the researchers found, because while firms
reporting a loss are more likely to go bankrupt on average, it is
harder to predict which loss firms will do so relative to firms
earning a profit.

In an earlier study that did not include NASDAQ-listed companies,
Mr. Beaver, Ms. McNichols, and the late Jung-Wu Rhie, a 2005
Stanford doctoral student, also found that using both traditional
accounting variables and market data led to better predictions
than using one or the other type of data.  In the new study,
Beaver, Ms. McNichols, and Ms. Correia find that market data has
been consistently useful over the past 40 years, but it has not
offset the decline over time in informativeness of the financial
statements, so overall ability to predict bankruptcy has declined.

"If investors have access to alternative sources of information
that compensate for less informative financial statements, the
market-based model should reflect this," Mr. Beaver said, but that
is not the case.  This is especially true for firms listed on the
NASDAQ, which have higher rates of intangibles, greater frequency
of losses, and more frequent restatements.  For example, the model
using financial ratios and market data correctly classifies 91
percent of bankrupt firms in years when those firms had no
restatements, but only 68 percent of bankrupt firms experiencing
restatements.

Given these findings, investors should recognize that it may be
harder for them and others, such as rating agencies, to assess
bankruptcy risk, particularly for firms with losses, greater
intangibles, and greater incentives to exercise discretion over
their earnings.  For these firms especially, caveat emptor was
never truer.


* Clark Hill & Thorp Reed Enters Into Merger Agreement
------------------------------------------------------
The law and professional service firms of Clark Hill PLC and Thorp
Reed & Armstrong LLP on March 29 announced an agreement to merge
the two firms, each with more than 100 years of history.  The
firms expect the merger to close in the second quarter of this
year.

The combined firm includes more than 300 attorneys in a wide
variety of practice areas.  The firm will operate in 12 offices in
seven states plus the District of Columbia.  Office locations are
in Birmingham, Mich., Chicago, Ill., Detroit, Mich., Grand Rapids,
Mich., Lansing, Mich., Philadelphia, Pa., Phoenix, Ariz.,
Pittsburgh, Pa., Princeton, N.J., Washington, D.C., Wheeling,
W.Va. and Wilmington, Del.

The combined firm will utilize the brand name Clark Hill Thorp
Reed in chosen markets, including all geographic markets where
Thorp Reed & Armstrong has a presence today.  However, its legal
name will remain Clark Hill and the Clark Hill name will continue
to be used in all of Clark Hill's current markets.  The combined
firm's decentralized structure empowers local offices to make
business decisions in close proximity to clients in ways that meet
the needs of their individual markets, while remaining consistent
with the firm's culture and values.

"This merger allows us to provide more value to our clients, with
more expertise and capabilities in more places," said John J.
Hern, Jr., CEO of Clark Hill PLC and the combined firm.  "We're
investing in client relationships of all sizes while staying core
to the common DNA which has made both firms successful for more
than a century."

The combined firm will offer clients specialized legal knowledge
and extensive experience and resources in practice areas such as:

-- Banking and Finance Law

-- Energy, Environment and Natural Resources Law

-- Technology and Intellectual Property Law

-- Corporate Law

-- Litigation

-- Employment Law

-- Insurance and Reinsurance

-- Employee Benefits and Executive Compensation

-- Construction and Real Estate Law

-- Manufacturing and Distribution

-- Bankruptcy and Financial Reorganization

Additionally, the merger will provide a strong foundation in which
to develop new legal practice areas.

"The Clark Hill Thorp Reed merger provides our current clients
with increased depth and services," said Jeffrey J. Conn, who will
assume a seat on the Executive Committee of the combined firm and
will serve as Partner in Charge of the firm's Pittsburgh office.
"Our two firms have similar cultures, governance and business
structures, which creates a solid platform to continue to provide
value to our clients and allows for a seamless transition. For
example, the combined firm's servicing rates will remain
consistent at our current levels.  The merger provides our firm
with opportunities to grow in our current markets, as well as
expand into new markets.  I am confident our clients will be
pleased with the additional capacity and expertise that will come
with the combined firm."

James K. Goldberg, partner at Thorp Reed & Armstrong, will also
join the combined firm's Executive Committee when the merger is
completed.

Founded in 1895 in Pittsburgh, Thorp Reed --
http://www.thorpreed.com-- support a wide variety of clients'
needs within the practice areas of corporate law, litigation, and
financial and real estate transactions.  It has nearly 100
attorneys.

Founded in 1890 in Detroit, Clark Hill PLC --
http://www.clarkhill.com-- is an entrepreneurial, full-service
law firm serving clients in all areas of business legal services,
government and public affairs, and personal legal services. It has
more than 200 attorneys.


* The American Lawyer Picks Top Dealmakers of 2012
--------------------------------------------------
The wobbly recovery of 2012 put a premium on high-level corporate
lawyering.  Now ALM's The American Lawyer has highlighted the best
of the best in its coveted Dealmaker of the Year awards, announced
in the April issue and is online at http://www.americanlawyer.com

"If Norma Desmond had been an M&A lawyer, 2012 might have been the
year that she said, 'I'm still big.  It's the companies that got
small'," wrote senior editor Jim Schroeder.  "Conglomerates fell
out of favor, driving spin-off and divestiture activity to
historic levels, and emphasizing the work of lawyers.  In capital
markets, the uneven recovery created enough opportunity to be
alluring and enough risk to be off-putting -- good news for
lawyers, who make their living mitigating risk."

Among the outstanding dealmaking performances were:

-- Stacy Kanter of Skadden, Arps, Slate, Meagher & Flom LLP,
issuer's counsel to Realogy Holding Corp., for helping transform a
troubled real estate business into the biggest private equity-
backed IPO of the year with patience, creativity, and
perseverance.

-- Jerry Marlatt of Morrison & Foerster, issuer's counsel to Royal
Bank of Canada, for getting the Securities and Exchange
Commission's blessing for a new type of securities offering by a
Canadian bank.

-- Paul Shim of Cleary Gottleib Steen & Hamilton LLP, target's
counsel in Dollar Thrifty's hotly contested $2.3 billion sale to
Hertz, for a seven-year engagement that became one of the longest-
running takeovers of the modern corporate age.

Also named Dealmakers of the Year were Bruce Gilchrist of Hogan
Lovells; Susheel Kirpalani of Quinn Emanuel Urquhart & Sullivan,
LLP; Nicholas Kronfeld of Davis Polk & Wardwell LLP; David Lam of
Wachtell, Lipton, Rosen & Katz; Nancy Lieberman of Skadden; Mark
Menting and William Torchiana of Sullivan & Cromwell LLP; Charles
Ruck of Latham & Watkins LLP; William Sorabella and Stephen
Fraidin of Kirkland & Ellis LLP; and Stephen Venuto of Orrick,
Herrington & Sutcliffe LLP.

The American Lawyer annually honors dealmakers who demonstrate
outstanding innovation and creativity, playing pivotal roles in
notable mergers and acquisitions, capital markets, project
finance, and bankruptcy work.  Deal value is not a major
consideration, but complexity is.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                Total
                                               Share-      Total
                                     Total   Holders'    Working
                                    Assets     Equity    Capital
  Company            Ticker           ($MM)      ($MM)      ($MM)
  -------            ------         ------   --------    -------
ABSOLUTE SOFTWRE     ABT CN          121.1      (13.9)     (11.2)
ACELRX PHARMA        ACRX US          28.2       (0.3)      13.1
ADA-ES INC           ADES US          75.7      (40.1)     (24.1)
AIR CANADA-CL A      AC/A CN       9,060.0   (3,342.0)    (212.0)
AIR CANADA-CL B      AC/B CN       9,060.0   (3,342.0)    (212.0)
AK STEEL HLDG        AKS US        3,903.1      (91.0)     630.3
AMC NETWORKS-A       AMCX US       2,618.9     (882.4)     524.0
AMER AXLE & MFG      AXL US        2,866.0     (120.8)     271.3
AMER RESTAUR-LP      ICTPU US         33.5       (4.0)      (6.2)
AMERISTAR CASINO     ASCA US       2,074.3      (22.3)     (57.4)
AMR CORP             AAMRQ US     23,510.0   (7,987.0)  (2,232.0)
AMYLIN PHARMACEU     AMLN US       1,998.7      (42.4)     263.0
ARRAY BIOPHARMA      ARRY US         128.4      (31.7)      64.0
ARTISAN PARTNERS     APAM US         287.6     (315.5)       -
AUTOZONE INC         AZO US        6,662.2   (1,550.1)  (1,108.4)
BERRY PLASTICS G     BERY US       5,050.0     (313.0)     482.0
CABLEVISION SY-A     CVC US        7,246.2   (5,626.0)    (319.5)
CAESARS ENTERTAI     CZR US       27,998.1     (331.6)     905.3
CAPMARK FINANCIA     CPMK US      20,085.1     (933.1)       -
CC MEDIA-A           CCMO US      16,292.7   (7,995.2)   1,211.7
CENTENNIAL COMM      CYCL US       1,480.9     (925.9)     (52.1)
CHOICE HOTELS        CHH US          510.8     (548.9)      57.3
CIENA CORP           CIEN US       1,885.2      (78.6)     741.2
CINCINNATI BELL      CBB US        2,872.4     (698.2)     (51.9)
COMVERSE INC         CNSI US         823.2      (28.4)     (48.9)
DELTA AIR LI         DAL US       44,550.0   (2,131.0)  (4,998.0)
DENNY'S CORP         DENN US         324.9       (4.5)     (27.2)
DIRECTV              DTV US       20,555.0   (5,031.0)      13.0
DOMINO'S PIZZA       DPZ US          478.2   (1,335.5)      76.8
DUN & BRADSTREET     DNB US        1,991.8   (1,014.3)    (129.3)
DYAX CORP            DYAX US          55.5      (51.6)      24.4
DYNEGY INC           DYN US        5,971.0   (1,150.0)   1,364.0
EXONE CO/THE         XONE US          27.4       (0.7)      (7.3)
FAIRPOINT COMMUN     FRP US        1,798.0     (220.7)      31.1
FERRELLGAS-LP        FGP US        1,503.0      (42.3)     (22.2)
FIFTH & PACIFIC      FNP US          902.5     (126.9)      36.4
FOREST OIL CORP      FST US        2,201.9      (42.8)    (101.2)
FREESCALE SEMICO     FSL US        3,171.0   (4,531.0)   1,186.0
GENCORP INC          GY US           919.3     (388.8)      49.5
GLG PARTNERS INC     GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS     GLG/U US        400.0     (285.6)     156.9
GRAHAM PACKAGING     GRM US        2,947.5     (520.8)     298.5
GRAMERCY CAPITAL     GKK US        2,168.8     (251.8)       -
HCA HOLDINGS INC     HCA US       28,075.0   (8,341.0)   1,591.0
HOVNANIAN ENT-A      HOV US        1,580.3     (481.2)     979.6
HUGHES TELEMATIC     HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC     HUTCU US        110.2     (101.6)    (113.8)
INCYTE CORP          INCY US         330.4     (175.0)     173.4
INFOR US INC         LWSN US       5,846.1     (480.0)    (306.6)
IPCS INC             IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI     ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU     JE US         1,510.8     (273.1)    (287.1)
JUST ENERGY GROU     JE CN         1,510.8     (273.1)    (287.1)
L BRANDS INC         LTD US        6,019.0   (1,014.0)     667.0
LEHIGH GAS PARTN     LGP US          303.2      (38.1)     (18.9)
LIN TV CORP-CL A     TVL US        1,241.4      (88.3)    (182.6)
LORILLARD INC        LO US         3,396.0   (1,777.0)   1,176.0
MANNKIND CORP        MNKD US         251.3     (110.7)     (78.0)
MARRIOTT INTL-A      MAR US        6,342.0   (1,285.0)  (1,298.0)
MEDIA GENERAL-A      MEG US          773.4     (176.2)      38.0
MERITOR INC          MTOR US       2,341.0   (1,011.0)     224.0
MODEL N INC          MODN US          42.2      (11.1)     (14.5)
MONEYGRAM INTERN     MGI US        5,150.6     (161.4)     (35.5)
MORGANS HOTEL GR     MHGC US         591.2     (137.3)      17.7
NATIONAL CINEMED     NCMI US         810.5     (356.4)     129.6
NAVISTAR INTL        NAV US        8,531.0   (3,309.0)   1,517.0
NPS PHARM INC        NPSP US         151.1      (54.6)     107.5
NYMOX PHARMACEUT     NYMX US           2.1       (7.7)      (1.6)
ODYSSEY MARINE       OMEX US          33.6      (22.2)     (25.4)
ORBITZ WORLDWIDE     OWW US          834.3     (142.7)    (247.7)
ORGANOVO HOLDING     ONVO US           9.0      (27.4)       7.3
PALM INC             PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN     PDLI US         280.0      (68.1)     172.5
PHILIP MORRIS IN     PM US        37,670.0   (1,853.0)    (426.0)
PHILIP MRS-BDR       PHMO11B BZ   37,670.0   (1,853.0)    (426.0)
PLAYBOY ENTERP-A     PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B     PLA US          165.8      (54.4)     (16.9)
PRIMEDIA INC         PRM US          208.0      (91.7)       3.6
PROTECTION ONE       PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU     QLTY US         513.6      (18.4)      77.6
REALOGY HOLDINGS     RLGY US       7,351.0   (1,742.0)    (484.0)
REGAL ENTERTAI-A     RGC US        2,209.5     (698.6)    (129.7)
REGULUS THERAPEU     RGLS US          40.7       (8.5)      21.0
RENAISSANCE LEA      RLRN US          57.0      (28.2)     (31.4)
REVLON INC-A         REV US        1,236.6     (649.3)      88.1
RLJ ACQUISITI-UT     RLJAU US          0.0       (0.0)      (0.0)
RURAL/METRO CORP     RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL     SBH US        1,969.9     (157.2)     637.4
SILVER SPRING NE     SSNI US         417.7     (228.8)      43.3
SINCLAIR BROAD-A     SBGI US       2,729.7     (100.1)      (3.2)
TAUBMAN CENTERS      TCO US        3,268.5     (344.9)       -
TESORO LOGISTICS     TLLP US         291.3      (78.5)      50.7
THRESHOLD PHARMA     THLD US          89.5      (13.9)      70.2
TOWN SPORTS INTE     CLUB US         403.9      (55.5)      (7.8)
ULTRA PETROLEUM      UPL US        2,007.3     (577.9)    (388.2)
UNISYS CORP          UIS US        2,420.4   (1,588.7)     482.1
VECTOR GROUP LTD     VGR US        1,086.7      (79.3)     443.9
VERISIGN INC         VRSN US       2,062.5       (9.3)     948.4
VIRGIN MOBILE-A      VM US           307.4     (244.2)    (138.3)
VISKASE COS I        VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS      WTW US        1,218.6   (1,665.5)    (229.9)
WEST CORP            WSTC US       3,448.2   (1,249.7)     303.4
WESTMORELAND COA     WLB US          936.1     (286.2)     (11.6)


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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