TCR_Public/130404.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, April 4, 2013, Vol. 17, No. 92

                            Headlines

ABSOLUTE LIFE: Mark Nordlicht Holds 7.9% Stake at Dec. 31
AEOLUS PHARMACEUTICALS: Posts $4-Mil. Net Income in Dec. 31 Qtr.
AFFINIA GROUP: Moody's Cuts CFR to B3 & Rates $670MM Term Loan B2
AFFYMAX INC: Posts $68.3MM Loss; Evaluates Strategic Alternatives
AHERN RENTALS: Work Letter With Barclays, Jefferies Approved

AMERICAN AIRLINES: Rejection of Severance Won't Hold Up Merger
AMERICAN AIRLINES: Wins More Time to File Chapter 11 Plan
AMERICAN AIRLINES: Proposes Settlement With U.S. Bank
AMERICAN AIRLINES: Settles Suits with Travel Agency Orbitz
AMERICAN SUZUKI: Sale Closed; Plan Declared Effective

AMERISTAR CASINOS: S&P Retains 'BB-' CCR on CreditWatch
AMPAL-AMERICAN: Officers' & Directors' Claims Bar Date Extended
ASPECT SOFTWARE: S&P Affirms 'B-' CCR & Revises Outlook to Stable
ATP OIL: Reassessment Agreement with Dept. of Interior Approved
BEALL CORP: KeyBank Wants Sale Proceeds or Case Conversion

BIG M INC: Cooley Defends $215,000 Fee in Bankruptcy
BMB MUNAI: Incurs $781,000 Net Loss in Dec. 31 Quarter
BUMBLE BEE: Increased Leverage Prompts Moody's to Lower CFR to B3
CENTRAL EUROPEAN: Steering Committee Supports Pre-Packaged Plan
CHARTIS EXCESS: May 1 Hearing on AIG Unit's Chapter 15 Petition

CHINA BOTANIC: Gets NYSE MKT Listing Non-Compliance Notice
CHINA PRECISION: Incurs $10.8 Million Net Loss in Dec. 31 Qtr.
CONNECT MERGER: Moody's Assigns 'B3' CFR; Outlook Stable
CONTINENTAL RESOURCES: Moody's Rates New $1-Bil. Notes 'Ba2'
DENNY'S CORP: Avenir Corp Discloses 9% Equity Stake at Dec. 31

DEX ONE CORP: Final Cash Collateral Hearing on April 12
DEX ONE CORP: Hearing to Confirm Merger-Based Plan on April 29
DEX ONE CORP: Proposes Houlihan Lokey as Investment Banker
DEX ONE CORP: Has Interim OK of Equity Trading Restrictions
DISH DBS: Fitch Rates Proposed $1-Bil. Senior Secured Notes 'BB-'

DISH NETWORK: Moody's Rates New $1-Bil. Sr. Unsecured Notes 'Ba2'
DR. TATTOFF: Incurs $2.8 Million Net Loss in 2012
DUNLAP OIL: To Make Adequate Protection Payments to CCB
DYNEGY INC: Moody's Rates Proposed $1.8 Billion Debt 'B2'
EASTMAN KODAK: James Continenza Joins Board of Directors

EASTMAN KODAK: Seeks More Time to Remove Civil Actions
EMMIS COMMUNICATIONS: Final Amendment to Tender Offer Statement
FAIRMOUNT MINERALS: S&P Retains 'BB-' Corporate Credit Rating
FIRST DATA: Plans to Offer $815 Million of Senior Notes
FIRST DATA: S&P Assigns 'B-' Rating to 10.625% Sr. Unsecured Notes

FREESEAS INC: Transfers Stock Listing to Nasdaq Capital Market
FTLL ROBOVAULT: Creditor FARG Withdraws Bid to Convert Case
FULLCIRCLE REGISTRY: Incurs $370K  Net Loss in 2012
GARY PHILLIPS: US Trustee & Regions Bank Object to Plan
GASCO ENERGY: Gets NYSE MKT Delisting Notice Due to Non-Compliance

GGW BRANDS: Girls Gone Wild Tries to Block Ch. 11 Trustee
GMX RESOURCES: 2012 Year-End Reserves; Oil and Gas Hedge Update
HAMPTON CAPITAL: Court Okays Hiring of Northen Blue as Counsel
HAMPTON CAPITAL: Committee Taps Lowenstein, Wilson as Attorneys
HAMPTON CAPITAL: Panel Hires BDO Consulting as Financial Advisors

HAYDEL PROPERTIES: April 18 Hearing on Revised Plan Outline
HAYDEL PROPERTIES: Court OKs Kenneth Jones as Real Estate Broker
HEALTH DISCOVERY: Recurring Losses Cue Going Concern Doubt
HECLA MINING: Moody's Gives B1 CFR & Rates Sr. Unsecured Notes B2
HEMCON MEDICAL: Can Continue Cash Collateral Use Until April 30

HILLTOP FARMS: Plan Filing Exclusivity Expires May 2
HOLLYWOOD THEATERS: Debt Payment Cues Moody's to Withdraw Ratings
IFM (US): Fitch Affirms 'BB+' Issuer Default Rating
IN PLAY MEMBERSHIP: Amends List of Top Unsecured Creditors
IN PLAY MEMBERSHIP: Proposes Weinman & Associates as Counsel

IN PLAY MEMBERSHIP: Section 341(a) Meeting Scheduled for April 25
INFINITY ENERGY: Borrows $250,000 From Global Equity
INTEGRATED BIOPHARMA: Reports $817,000 Net Income in Dec. 31 Qtr.
INTELLICELL BIOSCIENCES: Gets Notice of Allowance for US Patent
INTELSAT S.A.: IPO Cues Moody's to Review Ratings for Upgrade

INTERFAITH MEDICAL: Court Extends Plan Filing Period Until July 1
INTERNET BRANDS: S&P Rates $380-Mil. Senior Secured Debt 'B+'
INVERNESS DISTRIBUTION: 'Robin Hood' Suit Steals From The Poor
J & J DEVELOPMENT: Court Okays Curt Sittenauer as Accountant
J AND Y INVESTMENT: Wants to Pay Monthly Property Management Fees

J AND Y INVESTMENT: Can Hire Bush Strout as Bankruptcy Counsel
LAND SECURITIES: Files Schedules of Assets & Debts
LAND SECURITIES: LSI Retail II's Assets & Debts Schedules
LEE BRICK & TILE: Court OKs Hiring of Dixon Hughes as Accountants
LIBERTY INTERACTIVE: Fitch Rates $550MM Sr. Unsec. Debenture 'BB'

LIBERTY MEDICAL: Critical Vendors Payment Hearing Today
LODGENET INTERACTIVE: Incurs $139.8 Million Net Loss in 2012
LSP ENERGY: Plan Declared Effective on April 2
MERISEL INC: Inks Termination Agreement with CFO
METRO FUEL: Has Nod to Sell Accounts Receivable to United Metro

MF GLOBAL: Hits Back at Plan Objections, Wins Committee Support
MF GLOBAL: Obtains Approval of Agreement with Fleishman
MONARCH COMMUNITY: Incurs $353,000 Net Loss in 2012
MONEY TREE: To Present Plan for Confirmation on April 23
MONITOR COMPANY: Has Until June 24 to Use Cash Collateral

MOSS FAMILY: Has Court OK to Hire David Ambers as Special Counsel
MOSS FAMILY: Has Nod to Hire Robert W. Bogner as Appraiser
MOSS FAMILY: Taps Beachwalk Realty as Broker for 113 Cottage Camp
MUNICIPAL MORTGAGE: Incurs $38.6 Million Net Loss in 2012
NEOGENIX ONCOLOGY: Plan Promises 100% for Unsec. Creditors

NEW ENERGY: Panel Can Hire Conway MacKenzie as Financial Advisor
NEWLEAD HOLDINGS: Completes $578MM Balance Sheet Restructuring
NNN CYPRESSWOOD: Daymark Properties OK'd to Access Property Rents
NORTHAMPTON GENERATING: Chapter 11 Plan Declared Effective
OCALA SHOPPES: Has Approval to Use Cash Collateral Until June 30

OLD COLONY: Agrees to Plan Changes with Wells Fargo & Molokai
OVERLAND STORAGE: Entered Into $1MM Subscription Pact in February
OVERLAND STORAGE: Marathon Hikes Equity Stake to 17% at Feb. 15
OVERSEAS SHIPHOLDING: Fourth Aframax Files Assets, Debts Schedules
OVERSEAS SHIPHOLDING: Front President's Assets & Debts Schedules

OVERSEAS SHIPHOLDING: Galena Bay Files Assets & Debts Schedules
OVERSEAS SHIPPING: GR Ltd. Files Schedules of Assets & Liabilities
PATRIOT COAL: Hearing on Rejection Motion Adjourned to April 29
PATRIOT COAL: UMMA Plans Seek to Intervene in Bankruptcy Case
PATRIOT COAL: Seeks to Conduct Discovery of Peabody Energy

PEBBLE CREEK: Variant Acquires Apartment Complex in Tucson
PHIL'S CAKE: Hearing on Further Use of Cash Collateral Today
PICCADILLY RESTAURANTS: Court Okays FTI as Financial Consultants
PINNACLE AIRLINES: Files Plan Supplements, Lease Schedules
PINNACLE ENTERTAINMENT: S&P Retains 'BB-' CCR on CreditWatch

POINT CENTER: Taps Goe & Forsythe as Bankruptcy Counsel
POINT CENTER: Taps Michael Wexler as Special Appellate Counsel
POINT CENTER: Wants to Hire Robertson Olsen as Special Counsel
POINT CENTER: U.S. Trustee Appoints 7 Members to Creditors Panel
POLY SHIELD: DMCL Raises Going Concern Doubt

POWERWAVE TECHNOLOGIES: May Pay Work Fee to Bondholders Group
POWERWAVE TECHNOLOGIES: Can Hire Bradley Dietz as CRO
POWERWAVE TECHNOLOGIES: Court Approves Committee Hirings
PT BERLIAN LAJU TANKER: U.S. Judge Grants Provisional Relief
PVL-HOLDINGS: Meeting of Creditors on May 2

PWK TIMBERLAND: Proposes to Employ & Pay Two Insiders
PWK TIMBERLAND: Schedules Filing Deadline Extended to April 22
PWK TIMBERLAND: Proposes Gerald Casey as Counsel
PWK TIMBERLAND: Section 341(a) Meeting Scheduled for April 25
READER'S DIGEST: To Sell Equity in Non-Debtor Affiliates

READER'S DIGEST: Wants to Sell Software Copywright to Sourcenext
READER'S DIGEST: Wants Authority to Sell De Minimis Assets
READER'S DIGEST: Can Pay Prepetition Taxes, Shipping Claims
REVEL AC: Sets May 9 Bar Date for Claims of At Least $2.5MM
REVEL AC: To Present Plan for Confirmation on May 13

REVEL AC: Wins Interim OK to Pay Trade Claims
REVSTONE INDUSTRIES: Seeks Extra Time to File Exclusive Plan
RG STEEL: Wells Fargo Says Allegations by UCC 'Baseless'
ROTHSTEIN ROSENFELDT: Trustee's Interview Notes Off Limits
RTW PROPERTIES: Court Confirms Plan of Reorganization

SANUWAVE HEALTH: Incurs $6.4 Million Net Loss in 2012
SBMC HEALTHCARE: Behavioral Medicine Claim Estimated at $10K
SEAWORLD PARKS: Moody's Rates Extended $192.5MM Revolver Debt Ba3
SEARS HOLDINGS: Board of Directors Approves Incentive Plans
SECUREALERT INC: Sold Subsidiary to David Rothbart

SEMINOLE TRIBE: Moody's Raises Special Bonds Rating to 'Ba1'
SKY PETROLEUM: Incurs $1.9-Mil. Net Loss in 2012
SPENDSMART PAYMENTS: Amends Registration Rights Agreement
ST. JOSEPH HEALTH: Fitch Puts 'CCC' Bond Ratings on Watch Positive
STEBNER REAL: Asks for Dismissal of Chapter 11 Case

STEREOTAXIS INC: Gets Noncompliance Notice from Nasdaq
STOCKTON, CA: Court Says City May Proceed with Bankruptcy
STANADYNE HOLDINGS: Obtains $25 Million Term Loan From Jefferies
STRADELLA INVESTMENTS: Court OKs Appointment of Ch. 11 Trustee
SUPERMEDIA INC: Plan Confirmation Hearing on April 29

SUPERMEDIA INC: Wins Interim OK to Limit Equity Trading
SUPERMEDIA INC: Wins Approval for Epiq as Claims Agent
T-L BRYWOOD: Hearing on Case Transfer Continued Until May 14
THOR INDUSTRIES: Access to Cash, Sale of Lots Denied
UNIVERSAL HEALTH: May 17 Hearing on UST Bid for Ch. 11 Trustee

UNIVERSAL HEALTH: Hearing on Employment Agreement Rejection Today
UNIVERSAL HEALTH: Hearing on BankUnited's Stay Motion on April 18
UNIVERSITY GENERAL: Series C Certificate of Designation Revised
VALENCE TECHNOLOGY: Court Extends Plan Filing Period Until July 8
VOICES OF FAITH: Wants Valuation of Real Property

W.R. GRACE: Seeks to Increase Cap on Baker Donelson Fees
W.R. GRACE: To Release Q1 Results on April 24
W.R. GRACE: Files Patent Infringement Suit Against Teledyne
WEST CORP: Moody's Raises CFR to 'B1' Following Common Stock IPO
WILCOX EMBARCADERO: Has Nod to Use Cash Collateral Until June 30

WJO INC: April 17 Hearing on UST's Bid for Case Conversion
WYSTERIA LLC: U.S. Trustee Wants Chapter 11 Case Dismissed
XTREME IRON: Has Court's Nod to Hire Ritchie Bros. as Auctioneer

* Fitch Reports Impact of Non-Contractual Sponsor Support on Debt
* Moody's Comments on Diversification in Healthcare Sector

* MasterCard Pins ATM Fraud on Owners
* Judge Approves $14MM Settlement by SAC in Insider-Trading Case
* Judge Questions Fairness of Citigroup's $590-Mil. Settlement

* AmeriBid LLC Opens Second Office in Washington, DC Area
* Goldman Launches New Unit to Invest in High-Risk Debt
* Herrick, Feinstein Among NJ Journal's Top Litigation Firms

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


ABSOLUTE LIFE: Mark Nordlicht Holds 7.9% Stake at Dec. 31
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Mark Nordlicht and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 7,355,224 shares
of common stock of Absolute Life Solutions, Inc., representing
7.97% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/a8u2P4

                        About Absolute Life

New York, N.Y.-based Absolute Life Solutions, Inc., is a specialty
financial services company engaged in the business of purchasing
life settlement contracts for long-term investment purposes.

Marcum LLP, in New York, N.Y., expressed substantial doubt about
Absolute Life's ability to continue as a going concern following
the Company's results for the fiscal year ended Aug. 31, 2011.
The independent auditors noted that the Company that the continued
existence of the Company is dependent upon its ability to generate
profit from its life settlement investments and to meet its
obligations as they become due.  "The demand for and selling
prices of the Company's products, may not be sufficient to meet
cash flow expectations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern."

The Company's balance sheet at Nov. 30, 2012, showed $10.4 million
in total assets, $10.6 million in total liabilities and a $125,000
total stockholders' deficit.


AEOLUS PHARMACEUTICALS: Posts $4-Mil. Net Income in Dec. 31 Qtr.
----------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., reported net income of $4.02 million
on $1.34 million of contract revenue for the three months ended
Dec. 31, 2012, as compared with net income of $2.97 million on
$2.21 million of contract revenue for the same period during the
prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.63 million
in total assets, $17.87 million in total liabilities and a $16.23
million total stockholders' deficit.

"We've completed the second year of our contract with BARDA, which
has allowed us to leverage our shareholder's investment with $19.5
million of funding for the advanced development of our lead drug
AEOL 10150.  Our team has delivered key development milestones,
such as developing and validating murine and NHP models for lung
acute radiation syndrome, improving our manufacturing processes,
enhancing our understanding of the mechanism of action of our drug
and initiating murine efficacy studies," stated John L. McManus,
president and chief executive officer.  "With the closing of our
recent financing, the Company now has adequate funding to operate
through the end of 2014, by which time we hope to be generating
revenue from procurement of AEOL 10150 as a medical
countermeasure."

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

                        http://is.gd/T1kQbv

                      $3.2 Million Financing

Aeolus has entered into definitive agreements with certain
institutional and other accredited investors to raise gross
proceeds of $3.2 million in a private placement financing.  The
investors comprised both new and existing investors in the
Company, including entities associated with BVF Partners L.P., a
leading life sciences investment firm, which manages the
Biotechnology Value Fund family of funds.

Pursuant to the purchase agreement, Aeolus has agreed to issue an
aggregate of 12,900,000 shares of the Company's common stock at a
price per share of $0.25, as well as 5-year warrants to purchase
up to an aggregate of 12,900,000 shares of common stock with an
exercise price of $0.25 per share.

Net proceeds from this offering will be used for general corporate
and working capital purposes, primarily to continue development of
AEOL10150 as a medical countermeasure for the pulmonary effects of
acute radiation syndromes, under a development contract with
BARDA.  The closing of the offering is expected to occur on
Feb. 20, 2013.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann
Financial Services Inc. (NYSE MKT: LTS), served as the exclusive
placement agent for the offering.  Columbia Capital Securities,
Inc., and Monarch Bay Associates, LLC, provided advisory services
to Aeolus.

A complete copy of the Form 8-K is available for free at:

                       http://is.gd/xjdfRU

                   About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Grant Thornton LLP, in San Diego, Cal., expressed substantial
dobut about Aeolus Pharmaceuticals' ability continue as a going
concern.  The independent auditors noted that the Company has
incurred recurring losses and negative cash flows from operations,
and management believes the Company does not currently possess
sufficient working capital to fund its operations through fiscal
2013.


AFFINIA GROUP: Moody's Cuts CFR to B3 & Rates $670MM Term Loan B2
-----------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and
Probability of Default Ratings of Affinia Group Inc. to B3 from B2
and B3-PD from B2-PD, respectively, and assigned a B2 rating to
the new $670 million of senior secured term loans.

The rating action follows the company's announcement of its intent
to recapitalize its balance sheet in order to address upcoming
maturities and pay a dividend to its shareholders. On a pro forma
basis for fiscal year-end December 31, 2012, the transaction is
expected to increase Affinia's Debt/EBITDA to approximately 8.1x
(including Moody's standard adjustments) from approximately 7.0x.
The Speculative Grade Liquidity Rating is SGL-3. The rating
outlook is stable.

As part of the transaction, Affinia's also announced its intent to
issue additional junior debt obligations. The net proceeds from
the new senior secured term loans and junior debt obligations are
expected to be used to redeem Affinia's existing $367 million of
Senior Subordinated Notes due 2014 and $180 million of Senior
Secured Notes due 2016 (plus related call premium), redeem the
preferred shares at Affinia Group Holdings, Inc. (the ultimate
parent company) with an accrued value of $155 million as of March
31, 2013, paydown a $34 million of the Dana Seller Note at Affinia
Group Holdings, and pay a shareholder dividend of $161 million.

Moody's expects the notching of any potential rating on the junior
indebtedness relative to the CFR will incorporate the increased
amount of senior secured debt compared the rating of the existing
subordinated notes under Moody's Loss Given Default Methodology.

The following ratings were lowered:

Corporate Family Rating, to B3 from B2;

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

The following ratings were assigned:

B2 (LGD3, 38%), to the new $200 million senior secured term loan
B-1 due 2016;

B2 (LGD3, 38%), to the new $470 million senior secured term loan
B-2 due 2020;

The following ratings were affirmed:

B1 (LGD3, 36%) for the $203 million (remaining amount) senior
secured notes;

B3 (LGD4, 69%) for the $367 million subordinated notes

The ratings on the existing senior secured notes and subordinated
note will be withdrawn if fully repaid upon completion of the
recapitalization. Any remaining amount will be downgraded with
notching relative to the CFR a function of their relative
weighting of the capital structure.

The following rating was withdrawn:

B3, Senior Unsecured Issuer Rating

Ratings Rationale:

The lowering of Affinia's Corporate Family Rating to B3
incorporates the company's high and increased debt level following
the announced recapitalization, the shareholder friendly financial
policy, balanced by the stable demand characteristics of the
company's aftermarket business. Following the proposed
recapitalization, Affinia's debt/EBITDA leverage is expected to
increase to 8.1x (including Moody's standard adjustments) on a pro
forma basis as of December 31, 2012. While this leverage is high
for the B3 rating, a significant portion of the above leverage
calculation includes approximately $266 million of accounts
receivable factoring, considered debt-like under Moody's Standard
Adjustment Methodology. This amount is significantly higher than
prior year-end levels. The ratings also incorporate the favorable
trends of Affinia's automotive aftermarket business which benefits
from generally recurring demand supported by an increasing number
of registered vehicles, and higher average vehicle ages. In
addition the rating benefits from Affinia's portfolio of leading
brand names strong market positions for its filtration, brake
products, and chassis businesses.

Moody's recognizes that Affinia's high levels of short-term
accounts receivable factoring is characteristic of suppliers to
automotive aftermarket parts retailers, and that a disruption in
the market for Affinia's customer receivables would necessitate
and likely result in more accommodating terms with Affinia's
customers. However, should this transition occur, Affinia's
liquidity may be pressured over short-term in order to accommodate
the unwinding of such large amount of factoring in effect.

The stable rating outlook reflects expectations that Affinia's
profitability levels will continue to benefit from favorable
demand trends of the automotive aftermarket and the company's
EBIT/Interest debt service coverage, approximately 1.8x at
December 31, 2012, will remain at the high-end of the assigned
rating.

The Speculative Liquidity Rating of SGL-3 represents Moody's
anticipation of an adequate liquidity profile for the company over
the next twelve months supported by expected positive free cash
flow generation, and availability under a new $175 million asset
based revolving credit facility maturing in 2018. This facility
replaces the current $315 million ABL maturing in 2015. The lower
commitment amount should continue to adequately accommodate the
company's financial flexibility requirements. However, Affinia's
high use of accounts receivable factoring continues to weigh on
the liquidity profile. In 2012 approximately $668 million of
accounts receivables were factored (before the sale of the brake
business), much higher than prior year-end amounts.

The existing ABL facility contains a fixed charge coverage
covenant once availability falls below the greater of 12.5% of the
total revolving loan commitments or $39.5 million. A similar
covenant is expected under the new ABL revolving credit facility.
However, access is not expected to be limited by the covenant over
the near-term. No financial maintenance covenants are expected
under the new senior secured term loans which is consistent with
the existing secured notes. Alternative forms of liquidity are
limited by the company's revolving credit facility and senior
secured note which are secured by substantially all of the
company's domestic assets.

Developments that could lead to an improved ratings or outlook
includes Debt/EBITDA approaching 6.5x combined with EBIT/Interest
sustained above 2x, sustained free cash flow generation, and a
financial policy focusing on debt reduction rather than
shareholder returns.

Developments that could lead to lower ratings or outlook include
deterioration in EBIT margins below 4% and EBIT/Interest under
1.3x, negative free cash flow, or a deterioration in the company's
liquidity profile.

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

Affinia Group Inc., headquartered in Ann Arbor, Michigan, is a
designer, manufacturer and distributor of aftermarket components
for passenger cars, sport utility vehicles, light, medium and
heavy trucks and off-highway vehicles. The company's product range
addresses filtration, brake and chassis markets in North and South
America, Europe and Asia. In 2012, the company reported revenues
of approximately $1.5 billion. Affinia is controlled by affiliates
of The Cypress Group L.L.C.


AFFYMAX INC: Posts $68.3MM Loss; Evaluates Strategic Alternatives
-----------------------------------------------------------------
Affymax, Inc. on April 2 reported financial results for the fourth
quarter and year ended December 31, 2012.  The net loss for the
fourth quarter of 2012 was $68.3 million (or ($1.85) per share)
compared to a net loss of $29.4 million (or ($0.82) per share) for
the fourth quarter of 2011.

On February 23, 2013, Affymax and its partner, Takeda
Pharmaceutical Company Limited announced a nationwide voluntary
recall of OMONTYS as a result of postmarketing reports regarding
safety concerns, including anaphylaxis, which can be life-
threatening or fatal.

Affymax said "We and Takeda are actively investigating the cause
of these reactions but there can be no assurance that a solution
will be found.  As of the result of the recall, we re-evaluated a
number of estimates made as of period-end and recorded financial
statement adjustments to reflect changes in those estimates as to
the recoverability of inventory and deposits made to our contract
manufacturing organizations, or CMOs, potential losses on firm
purchase commitments and changes in the short-term and long-term
classification of certain liabilities.  In the aggregate, we
recorded $45.0 million in impairment due to inventory and firm
purchase commitments in the quarter ended December 31, 2012, with
no comparable charge in the prior year."

Earlier this month, the Company began reorganizing its operations
in order to significantly reduce operating costs and negotiating
with Takeda to collaboratively focus on the OMONTYS safety and
other related FDA issues associated with the recall of the
product.  In addition to the significant reduction in force of
approximately 230 employees (75% of the Company's workforce),
including the commercial and medical affairs field forces as well
as other officers and employees throughout the organization, the
Company is continuing to transition many of the ongoing activities
to Takeda and negotiating with Takeda on costs allocated between
the parties under the collaboration arrangement.  In connection
with this restructuring, the Board and management continue to
review the Company's current financial position, including but not
limited to: (i) the Company's existing cash balance, which as of
February 28, 2013 was approximately $67 million, (ii) all
currently outstanding liabilities as well as commitments to third
parties, which include potential contract manufacturing
organization (CMO) commitments of up to an estimated approximately
$33 million, (iii) outstanding debt obligations of up to
approximately $11 million under its existing credit facility, (iv)
estimated costs and expenses of the reduction in force of $8 to
$10 million, and (v) estimates of expenses pursuant to and in
continuation of its arrangement with Takeda under the
collaboration agreement and conduct the ongoing investigation and
support the recall of OMONTYS and (vi) projected costs for
maintaining ongoing operations as a significantly smaller public
company.  As a result, the Company is continuing the restructuring
efforts which is expected to include further efforts to transition
responsibilities for the investigation and recall of OMONTYS to
Takeda, discussions with the FDA including a potential withdrawal
of the OMONTYS New Drug Application (NDA), additional reductions
in force and renegotiation of some or all of its existing
agreements with third parties, including Takeda, in order to
support a significantly smaller organization.  If the Company is
unable to rapidly and successfully progress these efforts, its
ability to continue operations will be significantly in doubt and
the Company may have to cease operations.

In addition to the evaluation of strategic alternatives for the
organization, including the sale of the company or its assets, or
a corporate merger, the company is considering all possible
alternatives, including further restructuring activities, wind-
down of operations or even bankruptcy proceedings.

                       About Affymax, Inc.

Affymax, Inc. -- http://www.affymax.com-- is a biopharmaceutical
company based in Palo Alto, California.  Affymax's mission is to
discover, develop and deliver innovative therapies that improve
the lives of patients with kidney disease and other serious and
often life-threatening illnesses.


AHERN RENTALS: Work Letter With Barclays, Jefferies Approved
------------------------------------------------------------
Judge Bruce Beesley on Monday gave Ahern Rentals, Inc., permission
to enter into a work letter regarding exit financing and pay
certain fees and expenses of Barclays Bank plc and Jefferies
Finance LLC, and furnish certain indemnities.

Ahern is required to immediately notify the official committee of
unsecured creditors and an ad hoc committee of noteholders in the
event the Debtor receives notice that the reimbursable costs of
either Barclays or Jefferies exceeds $150,000, or the legal costs
of Latham & Watkins exceeds $350,000.

Latham's Robert A. Klyman, Esq., represents Barclays and
Jefferies.

The Court's order also provides that the Notice of Increased Costs
must include an explanation of the reason(s) for the increase and
provide an estimate of the amount of additional Reimbursable Costs
and/Legal Costs anticipated to be incurred by the applicable firm
in excess of the amounts indicated in the Court order.

The Noteholder Group consists of Del Mar Master Fund Ltd.;
Feingold O'Keeffe Capital, LLC; Nomura Corporate Research & Asset
Management Inc.; Och-Ziff Capital Management Group; Sphere
Capital, LLC - Series B; and Wazee Street Capital Management, LLC.

If the Committee or the Noteholder Group objects, the Debtor is
required to seek a Court order authorizing payment of the
Increased Reimbursement.

Ahern Rentals is seeking $350 million in exit loans to pay off
secured debt upon emerging from Chapter 11.  On March 13, Ahern
filed papers in Bankruptcy Court seeking to enter into a work
letter with Barclays and Jefferies to arrange the required
financing.  Five days later, Ahern filed the same motion, this
time, asking the Court for permission to enter into a work letter
with Bank of America NA and Merrill Lynch Pierce Fenner & Smith
Inc. to be the lead arranger and bookrunner for the exit loans.

On March 22, Judge Beesley also issued an order approving
amendments to Ahern's prior agreement with its majority term
lenders on the Debtor's use of the term lenders' cash collateral
and entry into a DIP financing facility; as well as amendments to
Ahern's DIP facility.

The Debtor has asked the Lenders to extend the stated termination
date of the DIP financing to Sept. 23, 2013, and amend certain
terms of the DIP facility.

The Majority Term Lenders are Liberty Harbor Master Fund I, L.P.,
Goldman Sachs Palmetto State Credit Fund, L.P., GEMS-CLO LLC, GC
Synexus Master Fund, Ltd., Golub Capital BDC Holdings LLC, certain
additional investment funds acting at the direction of GC Synexus
Master Fund, Ltd., and each of their successors and assigns.

Pursuant to a letter from counsel dated Dec. 4, 2012, the Majority
Term Lenders gave notice to the Debtor of the Majority Term
Lenders' position that a Termination Event of the Cash Collateral
Stipulation had occurred, but that, pending further notice from
the Majority Term Lenders, the Majority Term Lenders would
temporarily forbear from exercising their rights.  The Majority
Term Lenders and the Debtor entered into the amendment to the Cash
Collateral Stipulation, pursuant to which, among other things, the
Majority Term Lenders agreed to waive the Termination Event, and
the Term Lenders consent to the Debtor's continuing use of their
Cash Collateral.

The DIP lending consortium includes Bank of America, as
administrative agent for the lenders; and Wells Fargo Bank and
General Electric Capital Corportaion, as co-collateral agents and
decision agents.  The DIP Lenders, among others, have revised the
limits to Ahern's Capital Expenditures for each fiscal quarter
commencing the fiscal quarter ending Sept. 30, 2012; and the Net
Cash Flow From Operations fro the trailing three consecutive
fiscal month periods ending April 30, 2013, May 31, 2013, and June
30, 2013 to be no less than negative $8.7 million, negative $12.6
million and negative $10.3 million respectively.

The creditors' committee and Kubota Tractor Corporation had filed
objections to the stipulation and proposed amendments to the DIP
financing terms.

A copy of the Amendment to the DIP Financing is available at
http://bankrupt.com/misc/AHERNDIPLoanAmendment.pdf

                        About Ahern Rentals

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

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

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

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

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

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

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

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

In December 2012, the Court terminated Ahern's exclusive right to
propose a plan, saying the company failed to negotiate in good
faith after a year in Chapter 11.  Certain holders of the Debtor's
9-1/4% senior secured second lien notes due 2013 proposed in
February their own Plan to complete with Ahern's proposal.

The Noteholder Group consists of Del Mar Master Fund Ltd.;
Feingold O'Keeffe Capital, LLC; Nomura Corporate Research & Asset
Management Inc.; Och-Ziff Capital Management Group; Sphere
Capital, LLC - Series B; and Wazee Street Capital Management, LLC.
They are represented by lawyers at Fennemore Craig Jones Vargas,
and at Bracewell & Giuliani LLP.

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

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

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


AMERICAN AIRLINES: Rejection of Severance Won't Hold Up Merger
--------------------------------------------------------------
AMR Corp. moved a step closer to emerging from bankruptcy
protection after it obtained a bankruptcy judge's approval for
its $11 billion merger with US Airways Group Inc.

Judge Sean Lane of the U.S. Bankruptcy Court in the Southern
District of New York approved the merger at the hearing on
March 26.  The bankruptcy judge is yet to issue a written
decision explaining his reasoning, Bloomberg News reported.

Under the deal, equity in the combined company will be split,
with 72% going to AMR's stakeholders and creditors and 28% to
US Airways shareholders.

US Airways Chief Executive Doug Parker will run the combined
company as CEO while AMR CEO Tom Horton will serve as chairman
through the first annual meeting of shareholders.

The merged company, which would operate under the American
Airlines name, is expected to generate more than $1 billion in
annual saving by 2015.  The merger will take effect through a
restructuring plan that has not been proposed yet.  AMR has a
May 29 deadline for filing the restructuring plan, and a July 29
deadline for soliciting votes from creditors.

The AMR-US Airways merger drew support from the committee of
unsecured creditors and an ad hoc committee of AMR Corp.
creditors.

The unsecured creditors' committee said it believes the merger
will "dramatically increase the value available for distribution"
to unsecured creditors, and is a better option than pursuing a
plan that calls for AMR to emerge from bankruptcy protection as
an independent carrier.

            Judge Rejects Severance Deal for AMR CEO

Despite approving the merger deal between AMR and US Airways,
Judge Lane denied approval of the $19.9 million severance deal
for AMR Chief Executive Officer Tom Horton following opposition
from the U.S. government's bankruptcy watchdog," according to
Bloomberg.

The severance package, which was to be paid half in stock and
half in cash after the merger closes, was opposed by U.S. trustee
Tracy Hope Davis who said the severance package violates section
503(c) of the Bankruptcy Code which limits executive compensation.
The U.S. trustee also questioned the proposed payment of bonuses
to insiders, saying AMR did not explain why it is permissible
under the provision.

AMR defended the severance payments, saying they are conditioned
on the merger closing and will be paid by the combined company
and not AMR.  "They are not allowed administrative expenses, and,
therefore, are not subject to section 503(c)," AMR said in a court
filing.

AMR lawyer, Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP,
in New York, said the company is willing to amend the agreement
with Mr. Horton so that the payment is subject to ratification by
the board of directors of the new company, Bloomberg reported.

Meanwhile, Jack Butler, Esq., the attorney for the Creditors'
Committee, said after the March 26 hearing that Judge Lane's
rejection of the severance won't hold up the merger.  Mr. Butler
said the airlines will "continue to move enthusiastically down
the merger path," according to the report.

           US Airways Urged Not to Move Jobs to Dallas

Officials in western Pennsylvania and Gov. Tom Corbett's
administration are in talks with US Airways executives to keep the
airline from moving 600 jobs from suburban Pittsburgh to Texas,
Dallas Morning News reported.

Steve Kratz, spokesman for the Corbett administration, said it is
too early to say whether a new round of taxpayer-funded incentives
could be part of the approach to keeping the US Airways jobs at a
flight operations control center, according to the report.

Mr. Kratz said the governor is "paying close attention to the
situation and is committed to having his cabinet secretaries work
with the local officials and US Airways to maintain that facility
and preserve the jobs."

In an interview with The Philadelphia Inquirer's editorial board
last month, Mr. Parker did not provide much hope for the $32
million suburban Pittsburgh center.  He said "it's unlikely [the
Pittsburgh center will remain open] because the Dallas operations
control center is so much larger."  Mr. Parker also said many of
the Pittsburgh employees who coordinate US Airways' daily flights
will be offered jobs in Dallas, according to the report.

US Airways had said that nearly 5,000 nonunion employees,
including 300 at the suburban Pittsburgh center, will qualify for
severance packages if they are not offered jobs with the combined
company, Dallas Morning News reported.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Wins More Time to File Chapter 11 Plan
---------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan granted the request of AMR
Corp. to further extend its exclusive right to file a Chapter 11
plan and solicit votes from creditors.  In a March 27 decision,
the bankruptcy court extended the deadline for filing the plan to
May 29, and for soliciting votes from creditors to July 29.

The extension gives AMR enough time to formulate a bankruptcy
plan that implements its $11 billion merger with US Airways Group
Inc.  The effectiveness of that plan and the closing of the
merger will occur together.

The US Airline Pilots Association, which represents 5,200 pilots
at US Airways, expressed support for another extension of the
exclusivity periods.

"Given the tasks attendant to negotiating a plan of reorganization
based, inter alia, on the merger, the requested extensions of the
exclusive periods are warranted," the pilots' union said in a
court filing.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Proposes Settlement With U.S. Bank
-----------------------------------------------------
American Airlines Inc. asked the U.S. Bankruptcy Court in
Manhattan to approve a settlement agreement with U.S. Bank
National Association.

American Airlines entered into the settlement agreement in
connection with a pre-bankruptcy deal it signed with the bank and
Wilmington Trust Co. to lease an aircraft, which bears FAA
registration number N643AA.  Under the deal, U.S. Bank can assert
a general unsecured non-priority claim against American Airlines
for any breach, termination, rejection or modification of the
lease.  The allowed claim won't be subject to any objection,
counterclaim, right of setoff or recoupment.

The settlement agreement is not publicly available as it contains
"sensitive commercial information," according to AMR lawyer,
Jasmine Ball, Esq., at Debevoise & Plimpton LLP, in New York.

A court hearing to consider approval of the agreement is scheduled
for April 3.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Settles Suits with Travel Agency Orbitz
----------------------------------------------------------
The Associated Press reported that American Airlines said Monday
that it had settled lawsuits with the online travel agency Orbitz
over the agency's display of information about American flights
and fares.

The companies did not disclose terms, and they declined to comment
beyond a brief news release, according to the AP report.

The settlement, AP related, is subject to review by the federal
judge overseeing the bankruptcy reorganization of American and its
parent, AMR Corporation, which is based in Texas.

American, according to AP, has been fighting with Orbitz Worldwide
and other companies that distribute information to travel agents.
American says it can better tailor offers to customers if it
provides flight and price information directly to travel agents.

Distribution companies contend that American wants to push them
aside and reduce competition for selling airline travel, AP said.

As the dispute escalated in 2011, American flights disappeared
briefly from listings on Orbitz and Expedia, AP noted.

American had filed suit in Federal District Court here, accusing
Orbitz, which is based in Chicago, and its largest shareholder,
Travelport, of violating antitrust laws, AP related.  In November
2011, a judge dismissed some of American's claims but let the suit
proceed.  American settled with Travelport last month, allowing
Travelport subsidiaries to sell American Airlines upgrades such as
premium seating in economy class.  Last year American said it had
received an undisclosed amount of cash to settle with another
distribution company, Sabre Holdings, after a jury trial had begun
in Texas state court, the AP report added.

                      About American Airlines

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

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

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

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

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


AMERICAN SUZUKI: Sale Closed; Plan Declared Effective
-----------------------------------------------------
BankruptcyData reported that PE Creditor Trust announced that
American Suzuki Motor closed the sale of its operating assets to
Suzuki Motor of America, a newly-organized, wholly-owned
subsidiary of Suzuki Motor Corporation, which will operate as the
sole distributor of Suzuki products in the continental U.S. ASMC
has wound down all operations.

The report related that the U.S. Bankruptcy Court confirmed
American Suzuki Motor's Plan on February 28, 2013, and the Plan
became effective on March 31, 2013 when the Company closed its
assets sale and commenced paying the claims in full of all
consensually settling Automotive Dealers and trade creditors
through the PE Creditor Trust established by the Plan.

                      About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

The Court approved the amended Chapter 11 Plan.  Under the
Company's amended Plan, its Motorcycles/ATV and Marine divisions,
along with its continued Automotive parts and service operation,
will be sold to a newly organized, wholly-owned subsidiary of
Suzuki Motor Corporation, enabling those operations to continue
uninterrupted.  The new entity will use the ASMC brand name and
operate in the continental U.S.

ASMC's legal advisor on the restructuring is Pachulski Stang Ziehl
& Jones LLP, and its financial advisor is FTI Consulting, Inc.
Nelson Mullins Riley & Scarborough LLP is serving as special
counsel on automobile dealer and industry issues.  Freddie Reiss,
Senior Managing Director at FTI Consulting, served as chief
restructuring officer.  Rust Consulting Omni Bankruptcy, a
division of Rust Consulting, Inc., is the claims and notice agent.
The Debtor retained Imperial Capital LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors is represented by
Irell & Manella LLP.  AlixPartners, LLC serves as its financial
advisor.


AMERISTAR CASINOS: S&P Retains 'BB-' CCR on CreditWatch
-------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.
gaming operator Ameristar Casinos Inc., including the 'BB-'
corporate credit rating, remain on CreditWatch, where S&P placed
them with negative implications on Dec. 21, 2012.

The continued CreditWatch listing reflects Pinnacle's planned
acquisition of Ameristar.  Based on the announced terms, the
transaction values Ameristar at $2.8 billion and will add roughly
$1 billion in additional debt.  This translates into an additional
1.5x of leverage based on Pinnacle and Ameristar's combined EBITDA
for the 12 months ended Dec. 31, 2012, and excluding synergies
that Pinnacle expects to be able to achieve.  Based on S&P's
current performance expectations and capital spending assumptions
for both companies over the next few years, S&P expects this
transaction would result in consolidated leverage increasing to
the mid- to high-6x area as the combined company completes several
new developments.  S&P expects the combined company will generate
negative free cash flow over the next two years as a result of
substantial growth capital expenditures, which will slow
deleveraging.  While S&P would expect the company to deleverage
quickly following the opening of these new properties, leverage
sustained in the mid- to high-6x area over the near term is
somewhat weak for the companies' current ratings, in S&P's view.

In addition to the increase in leverage, an acquisition of this
size creates some degree of integration risk.  S&P believes these
risks are partially mitigated by the fact that the acquisition
will improve the overall business risk profile of Pinnacle by
substantially growing its asset base and adding additional high-
quality assets to its portfolio, expand its geographic diversity,
and strengthen margins, given Ameristar's EBITDA margins compare
favorably with other U.S. commercial gaming operators.

In resolving the CreditWatch listing, S&P will monitor the
companies' ability to address various closing conditions and
receive required regulatory approvals; update its performance
expectations for the combined company; and meet with management to
discuss financing plans, integration plans and potential
synergies, near- and longer-term growth objectives, and financial
policy.  If a downgrade for the combined entity is the outcome of
S&P's analysis, it would be limited to one notch.


AMPAL-AMERICAN: Officers' & Directors' Claims Bar Date Extended
---------------------------------------------------------------
Ampal-American Israel Corporation, the Official Committee of
Unsecured Creditors, and Irit Eluz, Yoram Firon, Amit Mantsur, Nir
Bernstein, Leo Malamud, Erez I. Meltzer, Sabih Saylan, Daniel
Vaknin, Menachem Morag, Eitan Haber, Yehuda Karni and Revital
Degani (the "Debtor?s Officers and Directors"), agreed in a court-
approved stipulation to further extend the deadline for the
Officers and Directors to file their proofs of claim.

The Claims Bar Date for the Officers and Directors was extended
until March 8, 2013, at 5:00 p.m.

                       About Ampal-American

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

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

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

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


ASPECT SOFTWARE: S&P Affirms 'B-' CCR & Revises Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Chelmsford, Mass.-based Aspect Software Inc. to stable from
negative.

At the same time, S&P affirmed its 'B-' corporate credit rating on
the company.  S&P also affirmed its 'B' issue-level rating on
Aspect's senior secured first-lien debt (the recovery rating
remains '2') and the 'CCC+' issue-level rating its senior second-
lien notes (the recovery rating remains '5').

"The outlook revision is based on the company's success in
obtaining covenant relief from its lenders," said Standard &
Poor's credit analyst Katarzyna Nolan.

The rating on Aspect reflects its 'weak" business risk profile,
characterized by continuing revenue declines and diminished
profitability, as well as its operations in the highly competitive
contact-center industry.

Aspect's "highly leveraged" financial risk profile incorporates
S&P's expectation that declines in revenue and EBITDA will lead to
leverage in the 7x area in 2013.  These factors are partially
offset by the company's significant recurring revenue base,
leading position in work force management market subsegment, ample
cash balances and positive year-to-date free operating cash flow.
In S&P's assessment, the company's governance and management is
"fair".

Aspect is a global provider of customer contact and workforce
optimization solutions.  The company's 2012 revenues declined by
approximately 14.1% year-over-year to $442.7 million.  Quarterly
revenues declined by approximately 12% to 20% year-over-year for
the past three consecutive quarters.  The decline reflects a soft
corporate spending environment, which slowed the adoption of
Unified IP and workforce optimization products and contributed to
a decline in maintenance revenue.

The stable outlook reflects S&P's expectation that operating
trends will stabilize and that the company will maintain adequate
liquidity, including covenant headroom in excess of 10% over the
next year.

S&P could lower the rating if a continuing decline in Aspect's
revenues and EBITDA result in materially diminished liquidity or
failure to comply with covenants.

Although not likely in the near term, S&P could raise the ratings
if the company demonstrates the ability to sustain organic revenue
and EBITDA growth, leading to reduction in leverage to the 6x area
and covenant headroom maintained at around 15% on a sustained
basis.


ATP OIL: Reassessment Agreement with Dept. of Interior Approved
---------------------------------------------------------------
District Judge Marvin Isgur issued an order on March 28, 2013,
granting in its entirety ATP Oil & Gas Corporation's motion for
approval of its reassessment agreement with the United States
Department of the Interior.

On May 22, 2012, ATP applied to the Bureau of Ocean Energy
Management (BOEM) for a Right of Use and Easement for OCS-G 21378,
Garden Banks Block 142, Platform "A".  By letter dated August 17,
2012, Interior, through BOEM, determined that ATP no longer
qualified for supplemental bonding waivers and notified ATP that
it was required to provide additional supplemental bonding for the
Cancelled RUE in the amount of $11,695,000.  After extensive
negotiations, BOEM and ATP reached a settlement agreement whereby,
a Decommissioning Trust Agreement (DTA) was established
specifically for the Cancelled RUE.  The Court approved the DTA on
November 29, 2012.  On January 29, 2013, BOEM approved a request
filed by ATP to cancel its application for the Cancelled RUE.
Following the cancellation, Interior's Bureau of Safety and
Environmental Enforcement reassessed the decommissioning liability
associated with the Cancelled RUE and eliminated the corresponding
demand for supplemental security, as set forth in the letter
agreement with the Debtor.

In his March 28 ruling, Judge Isgur approved in all respects the
letter agreements and Decommissioning Trust Agreement.

He said to the extent any of the estimated Decommissioning
Obligations are reduced by Interior or a court of competent
jurisdiction for any reason, Interior and the Debtor will engage
in good faith negotiations to appropriately reduce the Funding
Obligations under any Decommissioning Trust Agreement and return
any overpayment with respect thereto to the Settlor.

Prior to the Court's approval of the Debtor's motion, the Union
Oil Company of California objected to the request.  The United
States, through its Department of the Interior, responded saying
the Court should reject Union Oil's Objection and approve the
proposed settlement.

To resolve Union Oil's objection, ATP and Union Oil agreed, in a
court approved stipulation, that nothing will impair their
respective decommissioning obligations, if any, with respect to
OCS-G 21378, Garden Banks 142; nothing will impair Union Oil's
rights under that certain Agreement to Acquire Operating Rights
dated November 21, 2000, or any other document entered in
connection with that transaction, including any rights for
indemnity, if any, and the Debtor reserves all defenses, rights,
and arguments under the Bankruptcy Code and at law in relation to
that; nothing will impair any rights Union Oil may possess, if
any, to assert that decommissioning obligations with respect to
OCS-G 21378, Garden Banks 142 constitute an administrative expense
of the estate, pursuant to 11 U.S.C. Section 503, and the Debtor
reserves all defenses, rights, and arguments under the Bankruptcy
Code and at law in relation to that; and the Union will withdraw
its objection to the motion.

                         About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor,
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A 7-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.


BEALL CORP: KeyBank Wants Sale Proceeds or Case Conversion
----------------------------------------------------------
KeyBank National Association has asked the U.S. Bankruptcy Court
for the District of Oregon to require Beall Corporation to
distribute to KeyBank on account of its remaining approximately
$5.6 million secured claim the available proceeds when and as
received from the sale or liquidation of KeyBank's collateral
including, but not limited to:

      (i) the currently held proceeds from the sale of the
          Debtor's Tank and Trailer Division to Wabash National
          Corporation and the Parts and Service Division to PSC
          Custom, LP, in the amount of approximately $1.4 million;

     (ii) the estimated holdback amounts of $850,000 the Debtor
          projects to receive on or about May 3, 2013, from the
          Wabash and Polar sales; and

    (iii) the estimated amount of approximately $1.2 to
          $1.4 million in other collateral proceeds the Debtor
          projects will be realized over the next few months from
          the sale or liquidation of the other miscellaneous
          assets subject to KeyBank's undisputed first position,
          personal property liens as determined in the Nov. 13,
          2012 order approving DIP financing.

KeyBank said that the Debtor refused to pay KeyBank amounts owing
to it from the proceeds of its undisputed collateral.

KeyBank stated in its March 12 motion that pursuant to the terms
of various financing orders including the final DIP financing
order: (i) the Debtor and the Committee, on behalf of the Debtor's
estate, have clearly acknowledged the validity and priority of
KeyBank's liens in the Beall KeyBank Collateral, the cross
collateralized and cross guarantied nature of the Debtor to pay
the obligations owed by the Beall affiliates and have executed a
release of all claims against KeyBank, including all marshaling
claims; (ii) KeyBank has agreed to a carve out of up to
$1.5 million of its collateral to the estate for payment of the
allowed professional fees and U.S. Trustee fees pursuant to the
terms of the several cash collateral and financing orders entered
by the Court; (iii) the Debtor's estate reserved a subrogation
claim against the Debtor's affiliates in connection therewith and
excluded the avoidance actions from the adequate protection liens
granted to KeyBank in connection with the final DIP financing
order as well as other financing and cash collateral orders
entered by the Court as the source of funds to pay the Debtor's
unsecured creditors; and (iv) KeyBank has been granted Section
507(b) super priority unsecured claims to compensate it for the
diminution of its cash collateral.

Other than the Washington State prepetition sales taxes in the
amount of approximately $25,000, no party has provided any
colorable evidence of potential liens or filed proofs of claim
that hold or assert superiority to KeyBank's undisputed, first
priority liens in the Beall KeyBank Collateral.

According to KeyBank, the Debtor cannot confirm a Plan that
proposes to use the cash proceeds from the disposition of Beall
KeyBank Collateral other than for the payment of KeyBank, without
KeyBank's consent.  KeyBank said that in discussions with the
Debtor and the Committee, it has attempted to reach agreement on
the payment of the proceeds from the Beall KeyBank Collateral but
the parties have been unable to reach agreement and the Debtor has
refused to pay over the available funds on hand from the Beall
KeyBank Collateral, holding the funds hostage.

Alternatively, KeyBank wants the Debtor's case converted to
Chapter 7.  KeyBank said that the Debtor's proposed retention of
the net proceeds from the sale of the Beall KeyBank Collateral in
the face of the Debtor's inability to confirm a plan that pays the
cash proceeds of the Beall KeyBank Collateral to unsecured
creditors, the continued accrual of interest on the unpaid
amounts, the high accrued costs of administration to date, the
lack of available personnel of the Debtor to oversee the
liquidation of the remaining Beall KeyBank Collateral after the
May 3 expiration of the February cash collateral court order, and
the high costs of litigating a contested confirmation hearing
without the significant likelihood of success by the Debtor
justifies conversion of this case to Chapter 7.

KeyBank is represented by:

      LANE POWELL PC
      Mary Jo Heston, Esq.
      Skyler M. Tanner, Esq.
      601 S.W. Second Avenue
      Suite 2100
      Portland, OR 97204
      Tel: (503) 778-2100
      Fax: (503) 778-2200
      E-mail: hestonm@lanepowell.com
              tanners@lanepowell.com

The Court will hold a hearing on KeyBank's motion on April 8,
2013, at 2:30 p.m.

                      About Beall Corporation

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.  The Debtor disclosed
$14,015,232 in assets and $28,791,683 in liabilities as of the
Chapter 11 filing.

Wabash National Corporation on Feb. 4 successfully closed on its
acquisition of certain assets of the tank and trailer business of
Beall for $15 million.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BIG M INC: Cooley Defends $215,000 Fee in Bankruptcy
----------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that Cooley LLP on Friday
argued in support of its invoice of $215,000 for representing
unsecured creditors in retailer Big M Inc.'s bankruptcy in New
Jersey, saying the fees were justified given the substantial
volume of work required in early proceedings.

The report related that Cooley said it was eager to set the record
straight in response to concerns raised by Big M last month that
Cooley's fees for January exceeded the $75,000 in legal fees that
was originally budgeted for the creditors' committee.

                          About Big M

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is
10-store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

The Debtor estimated up to $100 million in both assets and
liabilities.

The Official Committee of Unsecured Creditors has tapped Cooley
LLP as its counsel, and CBIZ Accounting, Tax and Advisory of New
York, LLC and CBIZ Mergers & Acquisitions Group as its financial
advisor.


BMB MUNAI: Incurs $781,000 Net Loss in Dec. 31 Quarter
------------------------------------------------------
BMB Munai, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $781,394 on $0 of revenue for the three months ended Dec. 31,
2012, as compared with a net loss of $304,217 on $0 of revenue for
the same period during the prior year.

For the nine months ended Dec. 31, 2012, the Company incurred a
net loss of $2.56 million on $0 of revenue, as compared with a net
loss of $138.84 million on $0 of revenue for the same period a
year ago.

The Company's balance sheet at Dec. 31, 2012, showed $10.91
million in total assets, $8.84 million in total liabilities, all
current, and $2.07 million in total shareholders' equity.

"The Company does not anticipate generating revenue until such
time as it is able to identify and exploit new business
opportunities.  No assurance can be given that the Company will be
able to identify or exploit any new business opportunity, or that
the Company will have the funds then available to it that will
enable it to seek to take advantage of any such opportunity.
These factors raise substantial doubt about the Company's ability
to continue as a going concern."

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

                        http://is.gd/0JhzzD

                          About BMB Munai

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company will have no
continuing operations that result in positive cash flow, which
raises substantial doubt about its ability to continue as a going
concern.


BUMBLE BEE: Increased Leverage Prompts Moody's to Lower CFR to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Bumble Bee Holdings, Inc. to B3 from B2, as well as its
Probability of Default Rating to B3-PD from B2-PD. Concurrently,
Moody's changed the company's outlook to stable from negative.

The downgrade reflects Moody's view that leverage has increased to
levels that are more appropriate for the B3 rating category,
largely driven by EBITDA weakness spurred by relatively high fish
costs and the inability to fully pass on those costs to consumers
through higher pricing. While Moody's believes management has done
an effective job managing the company's margins in a difficult
operating environment, shelf-stable seafood industry fundamentals
no longer support the degree of deleveraging anticipated at the
time of the company's 2011 dividend recapitalization.

The following ratings have been downgraded at Bumble Bee Holdings,
Inc.:

Corporate Family Rating to B3 from B2;

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

$565 million 9% senior secured notes due 2017 to B3 (LGD4, 54%)
from B2 (LGD4, 52%);

The following ratings were downgraded at Bumble Bee Holdco S.C.A.,
a parent company of Bumble Bee Holdings, Inc.:

$150 million senior unsecured HoldCo PIK toggle notes due 2018 to
Caa2 (LGD6, 93%) from Caa1 (LGD6, 93%).

The rating outlook is stable.

Ratings Rationale:

The B3 corporate family rating incorporates Bumble Bee's high
financial leverage, aggressive financial policies, limited
category diversification, and the commodity-like nature of the
North American shelf stable seafood industry. The rating is
supported by Bumble Bee's top-tier position in the North American
shelf-stable seafood category, well-established brand names, and
low cost sourcing capabilities. In addition, the rating benefits
from Bumble Bee's historical ability to maintain relatively
healthy margins in a challenging operating environment, given its
ability to raise prices and focus on cost cutting initiatives. The
rating incorporates Moody's expectation that the company will
generate positive free cash flow during the next twelve months and
pay down debt over time.

The stable outlook reflects Moody's expectation for ongoing margin
pressures driven by relatively high fish and other commodity input
costs, partially offset by cost saving initiatives and a more
favorable pricing environment as consumers adjust to higher
prices. In addition, while volumes will likely continue to decline
year-over-year, Moody's believes the rate of decline will continue
to slow as it has during the latter half of FY12 into 1Q13 and
does not expect the rate of decline to approach the high levels
reached in 2012.

The ratings could be upgraded if Bumble Bee is able to improve
profitability and repay debt, such that leverage is sustained
below 6.0 times. In addition, the company must maintain a good
liquidity profile and generate positive free cash flow.
Alternatively, the ratings could be downgraded if Bumble Bee's
leverage climbs above 8.0 times or if liquidity deteriorates.

The principal methodology used in rating Bumble Bee Holdings Inc.
was the Global Packaged Goods Industry Methodology published in
December 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Bumble Bee Holdings Inc., headquartered in San Diego, California,
produces and markets shelf-stable seafood in North America and
maintains a leading share in many segments of the US and Canadian
shelf-stable seafood categories, including albacore tuna, light
meat tuna, salmon, sardines, clams and other specialty seafood
products. The company's products are primarily branded under the
Bumble Bee name in the US and Clover Leaf and Brunswick names in
Canada. Bumble Bee was acquired by Lion Capital in December 2010.
Revenues for the twelve months ending December 31, 2012 were
approximately $1 billion.


CENTRAL EUROPEAN: Steering Committee Supports Pre-Packaged Plan
---------------------------------------------------------------
Central European Distribution Corporation, CEDC Finance
Corporation International, Inc., Roust Trading Ltd. and certain
beneficial owners of the $380 million 9.125% senior secured notes
and EUR430 million 8.875% senior secured notes, each due 2016,
issued by CEDC FinCo entered into a Plan Support Agreement.

Pursuant to the PSA, each member of the 2016 Steering Committee
has made a binding commitment to support the restructuring
transactions described in the Amended and Restated Offering
Memorandum, Consent Solicitation Statement and Disclosure
Statement, dated March 8, 2013.  That commitment includes
submitting votes in support of the pre-packaged plan of
reorganization, and not withdrawing those votes, and to deliver
consents in the consent solicitation, each as further described in
the Offering Memorandum and in the Supplement.  The PSA also
contains a limited number of customary representations and
warranties from the Company and CEDC FinCo, including, among
others, with respect to incorporation, due authorization and
enforceability.

The advisors to the 2016 Steering Committee have informed the
Company that, in the 2016 Steering Committee's view, the
restructuring transactions described in the Offering Memorandum
and the Supplement, and supported by the members of the 2016
Steering Committee in the PSA, are also supported by other
beneficial holders of the 2016 Notes that, together with the
members of the 2016 Steering Committee, hold in excess of 50% of
the principal amount of outstanding 2016 Notes.

Termination

The Company is permitted to terminate the PSA: (a) upon breach by
any other party of any of the representations, warranties or
covenants of that party set forth in the PSA that would prevent
the consummation of the contemplated restructuring; (b) if the
Company's board of directors determines based upon the advice of
the Company's counsel, that proceeding with the contemplated
restructuring, the Chapter 11 Plan or the solicitation of the
Chapter 11 Plan would be inconsistent with such board's fiduciary
duties under applicable law; (c) the issuance by any governmental
authority, including any regulatory authority or court of
competent jurisdiction, of any ruling or order enjoining the
consummation of a material portion of the contemplated
restructuring; or (d) in order to concurrently enter into an
alternative transactions agreement with respect to a superior
proposal.

RTL or a majority of holders of 2016 Notes who execute or accede
to the PSA are permitted to terminate the PSA upon, among other
things:

   * the failure to meet any applicable Milestone (as defined in
     the PSA);

   * the occurrence of a material breach of the PSA by any party;

   * the conversion of one or more of the cases commenced by the
     Company in connection with the Chapter 11 Plan to a case
     under chapter 7 of the Bankruptcy Code;

   * the dismissal of one or more of the Chapter 11 Cases;

   * the appointment of a trustee, receiver or examiner with
     expanded powers in one or more of the Chapter 11 Cases;

   * the Company filing, publicly announcing its intention to
     support or otherwise supporting any alternative restructuring
     proposal or filing any motion or application in the Chapter
     11 Cases inconsistent with the contemplated restructuring or
     seeking authority to sell any material assets, without the
     prior written consent of RTL and at least a majority in
     principal amount of the Consenting 2016 Noteholders;

   * the issuance by any governmental authority, including the
     Bankruptcy Court or any other regulatory authority or court
     of competent jurisdiction, of any ruling or order enjoining
     the consummation of a material portion of the Restructuring;
     and

   * termination of the RTL Investment Agreement in accordance
     with its terms.

Fees and Expenses

The PSA requires that the Chapter 11 Plan provide that all
reasonable fees and expenses incurred by the 2016 Steering
Committee and its respective advisors in connection with the
negotiation, evaluation, formulation and consummation of the
restructuring transactions, including reasonable fees and expenses
due for each of its legal and financial advisors, be paid by the
Company.

Specific Performance

Each non-breaching party to the PSA is entitled to specific
performance and injunctive or other equitable relief as a remedy
of any breach, including, without limitation, an order of the
Bankruptcy Court or other court of competent jurisdiction
requiring any party to comply promptly with any of its obligations
under the PSA.

Convertible Notes Amendment

CEDC FinCo announced an amendment to the terms of the Convertible
Senior PIK Toggle Notes due 2018 that are being offered by CEDC
FinCo in its exchange offer for the 2016 Notes and in its
solicitation of votes for a prepackaged plan of reorganization, as
described in the Offering Memorandum and the Supplement.

The amendment to the terms of the Convertible Notes relates to the
conversion rights following delivery of a redemption notice in
respect of the Convertible Notes.  The amendment is as follows:

Under "Description of New Convertible Notes--Conversion Rights--
General" on page 294 of the Offering Memorandum, the following
sentences are hereby deleted:

"In addition, Notes called for redemption by the Issuer may not be
converted.  For the avoidance of doubt, Notes called for
redemption following the Initial Conversion Date may not be
converted following the date the redemption notice is delivered."

Those deleted sentences are hereby replaced by the following:

"In addition, (1) if the redemption date for Notes called for
redemption is prior to the Initial Conversion Date, the Notes
called for redemption may not be converted, (2) there may not be a
redemption date within the period that commences on the Initial
Conversion Date and ends on the 30th day following the Initial
Conversion Date; and (3) if the redemption date for Notes called
for redemption is after the 30th day following the Initial
Conversion Date, such Notes called for redemption may be converted
up to and including the earlier of (a) the 30th day following the
delivery of the applicable redemption notice and (b) the business
day prior to the redemption date, provided that, with respect to
this clause (3), if the applicable redemption notice is provided
prior to the Initial Conversion Date, then such Notes called for
redemption may be converted from the Initial Conversion Date up to
and including the 30th day following the Initial Conversion Date."

A copy of the Plan Support Agreement is available for free at:

                        http://is.gd/57BRqL

                             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.


CHARTIS EXCESS: May 1 Hearing on AIG Unit's Chapter 15 Petition
---------------------------------------------------------------
Chartis Excess Limited, an Irish member of American International
Group Inc., filed a petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 13-10526) in Manhattan
on March 25, 2013, to seek recognition of its scheme of
arrangement sanctioned by a court in Ireland.

A hearing before U.S. Bankruptcy Judge Sean H. Lane to consider
the Chapter 15 petition and the petitioner's request of
recognition of the Irish proceedings is scheduled May 1, 2013 at
10:00 a.m. in bankruptcy court in Manhattan.  Objections to the
petition are due April 24, 2013 at 4:00 p.m.

Chartis is a non-life insurance and reinsurance company, which
operates from its head office in Ireland and through branch
offices in Bermuda and the United Kingdom.  The Company is a
member of a group of insurance companies known as the AIG Group.

In an effort to reorganize and improve capital efficiency, the
Company sought and obtained approval of a scheme of arrangement
under the Companies Act 1963 (as amended) of Ireland, pursuant to
which the Company will be released from, and American
International Reinsurance Company Ltd. will assume, the insurance
and reinsurance business that the Company wrote through its
Bermuda branch and the liabilities arising thereunder.  AIRCO is a
Bermuda-domiciled and regulated insurer that is also a member of
the AIG Group.

By order dated March 15, 2013, the High Court of Ireland
sanctioned the Scheme.  After implementation of the Scheme,
another AIG Group company is expected to assume the remainder of
the Company's business, after which the Company intends to
liquidate.

The petitioner seeks entry of an order, pursuant to Chapter 15 of
the U.S. Bankruptcy Code, recognizing the proceedings before the
High Court with respect to the Scheme as a foreign main proceeding
and enforcing the Scheme in the United States.

Chartis said that 93.45% of voting direct policyholders
(representing 95.63% of estimated vote value) voted in favor of
the Scheme.  Of the voting direct policyholders, 92% (representing
77.46% of estimated vote value) are located in the United States.

Alexander Rosati serves as foreign representative.  Howard Seife,
Esq., at Chadbourne & Parke, LLP, is the counsel in the U.S. case.
The Debtor estimated assets and debts in excess of $100 million.


CHINA BOTANIC: Gets NYSE MKT Listing Non-Compliance Notice
----------------------------------------------------------
China Botanic Pharmaceutical Inc. on April 2 disclosed that that
on March 27, 2013, the Company received a notice of failure to
satisfy a continued listing standard from the NYSE MKT LLC for its
failure to timely file a Form 10-Q for the period ended January
31, 2013 by the deadline of March 25, 2013.

The Company has previously been advised by a letter from the
Exchange dated January 31, 2013, that the Company is currently
subject to the procedures and requirements of Section 1009 of the
NYSE MKT Company Guide because of its failure to meet certain
continued listing standards under Part 10 of the Company Guide,
resulting from its inability to timely its Form 10-K for the
period ended October 31, 2012.  In response to the January 31,
2013 letter, the Company submitted a plan of compliance on
February 14, 2013, outlining actions that the Company has taken
and intended to take to bring it back into compliance as of May 1,
2013.  The Plan was accepted on March 1, 2013.

The timely filing of the Form 10-K and Form 10-Q are a condition
for the Company's continued listing on the Exchange under Sections
134 and 1101 of the Company Guide.  In addition, this failure will
be a material violation of its listing agreement with the
Exchange, and under Section 1003(d) of the Company Guide the
Exchange is authorized to suspend and unless prompt corrective
action is taken, remove the Company's securities from the
Exchange.

The Letter indicates that although the Company is subject to such
procedures and requirements of Section 1009 of the Company Guide
as a result of its inability to timely file the Form 10-Q, due to
the similar nature of its deficiencies, the Company is not
required to submit an additional plan of compliance.  The Company
was also advised that it remains subject to the conditions set
forth in the letter from the Exchange dated January 31, 2013.  If
the Company is not in compliance with all of the Exchange's
continued listing standards within the timeframe provided or does
not make progress consistent with the Plan during such plan
period, the Exchange staff will initiate delisting proceedings as
appropriate.

              About China Botanic Pharmaceutical Inc.

China Botanic Pharmaceutical Inc. -- http://www.renhuang.com-- is
engaged in the research, development, manufacturing, and
distribution of botanical products, bio-pharmaceutical products,
and traditional Chinese medicines ("TCM"), in the People's
Republic of China.  All of the Company's products are produced at
its three GMP-certified production facilities in Ah City,
Dongfanghong and Qingyang.  The Company distributes its botanical
anti-depression and nerve-regulation products, biopharmaceutical
products, and botanical antibiotic and OTC TCMs through its
network of over 3,000 distributors and over 70 sales centers
across 24 provinces in China.


CHINA PRECISION: Incurs $10.8 Million Net Loss in Dec. 31 Qtr.
--------------------------------------------------------------
China Precision Steel, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $10.88 million on $8.16 million of sales revenues
for the three months ended Dec. 31, 2012, as compared with a net
loss of $3.53 million on $33.66 million of sales revenues for the
same period during the prior year.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss of $15.10 million on $14.12 million of sales revenues, as
compared with a net loss of $4.61 million on $75.82 million of
sales revenues for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $173.72
million in total assets, $67.76 million in total liabilities, all
current, and $105.95 million in total stockholders' equity.

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

                        http://is.gd/t7gKWq

                       About China Precision

China Precision Steel Inc. is a niche precision steel processing
company principally engaged in the production and sale of high
precision cold-rolled steel products and provides value added
services such as heat treatment and cutting medium and high
carbon hot-rolled steel strips.  China Precision Steel's high
precision, ultra-thin, high strength (7.5 mm to 0.05 mm) cold-
rolled steel products are mainly used in the production of
automotive components, food packaging materials, saw blades and
textile needles.  The Company primarily sells to manufacturers in
the People's Republic of China as well as overseas markets such
as Nigeria, Thailand, Indonesia and the Philippines. China
Precision Steel was incorporated in 2002 and is headquartered in
Sheung Wan, Hong Kong.

China Precision reported a net loss of $16.94 million for the
year ended June 30, 2012, compared with net income of $256,950
during the prior fiscal year.

Moore Stephens, in Hong Kong, issued a "going concern"
qualification on the consolidated financial statement for the
year ended June 30, 2012.  The independent auditors noted that
the Company has suffered a very significant loss in the year
ended June 30, 2012, and defaulted on interest and principal
repayments of bank borrowings that raise substantial doubt about
its ability to continue as a going concern.


CONNECT MERGER: Moody's Assigns 'B3' CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
Connect Merger Sub, Inc. the financing entity established to
acquire Securus Holdings, Inc.

Moody's has also assigned B2 (LGD3, 35%) ratings to the company's
proposed $50 million senior secured revolver due 2018 and $335
million senior secured 1st lien term loan due 2020 and a Caa2
(LGD5-87%) rating to the proposed $155 million senior secured 2nd
lien term loan due 2021.

The proceeds will be used to finance the private transaction. The
ratings are contingent on Moody's review of final documentation
and no material change in the terms and conditions of the debt as
advised to Moody's. The outlook is stable.

Upon completion of the transaction, Moody's will withdraw the B3
CFR and associated debt ratings from Securus Holdings, Inc. and
Securus Technologies, Inc. at which time Securus Technologies
Holdings, Inc. ("Securus" or "the company") will assume all
obligations of Merger Sub.

Issuer: Connect Merger Sub, Inc.

Assignments:

Probability of Default Rating, Assigned B3-PD

Corporate Family Rating, Assigned B3

US$335M Senior Secured Bank Credit Facility, Assigned B2 (LGD3,
35%)

US$50M Senior Secured Bank Credit Facility, Assigned B2 (LGD3,
35%)

US$155M Senior Secured Bank Credit Facility, Assigned Caa2 (LGD5,
87%)

Ratings Rationale:

Securus' B3 corporate family rating reflects its small scale, high
leverage and narrow business focus relative to other rated
telecommunications companies. The ratings are supported by the
company's sophisticated, proprietary technology platform and its
multi-year contracts with over 2,200 correctional facilities in
the US and Canada. The ratings are also supported by improvements
in operating margin and cash flow which have been achieved through
cost containment and lower bad debt expense. These initiatives
were critical in the company's turnaround, as providing
communications services to corrections facilities is a low margin
business characterized by competitive bidding for new and existing
contracts and high commission payments to prison operators. The
rating also incorporates the company's private equity ownership
and its historical use of leverage to maximize equity returns.

Moody's does not expect the overall corrections facility
telecommunications market to grow materially, and future cash flow
generation will be primarily dependent upon cost saving measures
the company's ability to win business from competitors. In the
last two years, Securus has made progress in winning customers
away from its larger competitor Global Tel*Link as demonstrated by
recent contract wins. Moody's expects that Securus will sustain
this competitive advantage given the company's continued
investment in technology and customer service. Market growth is
limited, but adjacent areas such as video visitation, data
analytics and telemedicine offer a path to continued revenue
growth for Securus. These areas require advanced capabilities and
may dilute margins in the near term as these new products gain
scale.

Moody's estimates Securus' leverage will be 6.6x (Moody's
adjusted) following the transaction and that the company's
leverage will remain above 5.0x through 2015. The modest
improvement in leverage will be the result of low to mid-single
digit percentage revenue growth and expense savings.

Moody's anticipates that Securus will have good liquidity over the
next 12 months, supported by the company's modest free cash flow
generation and undrawn $50 million revolver. The company had
approximately $4 million of restricted cash at year end 2012.
Securus' improved margin also contributes to the company's
positive annual free cash flow generation of approximately $25
million to $30 million. However, given the high prepaid mix that
Securus has already managed to achieve and the company's
investments in technology and in providing better customer service
with its own internal staff, further margin expansion may be
elusive.

The ratings for the debt instruments reflect both the overall
probability of default of Securus, to which Moody's assigns a
probability of default rating (PDR) of B3-PD, the average family
loss given default assessment and the composition of the debt
instruments in the capital structure. Moody's assumes a 50% family
recovery rate given the capital structure of 1st lien and 2nd lien
bank debt. The proposed $335 million senior secured 1st lien term
loan and $50 million senior secured revolver are rated B2 (LGD3,
35%), one notch above the CFR given the support from 2nd lien
debt. The $155 million senior secured 2nd lien term loan is rated
Caa2 (LGD5, 87%) to reflect its junior ranking within the capital
structure.

The stable outlook reflects Moody's view that Securus will
continue to generate organic revenue growth in the low single
digit percentage range and improve EBITDA margin through cost
reduction that will allow the company to delever towards 5x
(Moody's adjusted) by year end 2015.

Moody's could upgrade the ratings if Securus maintains good
liquidity and positive free cash flow and grows EBITDA such that
leverage is on track to fall below 5x. Moody's could lower
Securus' ratings if leverage does not fall below 6.5x (Moody's
adjusted) and free cash flow turns negative, both on a sustained
basis.

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

Based in Dallas, TX, Securus Holdings, Inc. is one of the largest
providers of inmate telecommunication services to correctional
facilities, with a presence in 45 states, Washington D.C., and
Canada. The company generated approximately $340 million of
revenue for the twelve months ending December 31, 2012.


CONTINENTAL RESOURCES: Moody's Rates New $1-Bil. Notes 'Ba2'
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Continental
Resources, Inc.'s offering of new $1 billion senior unsecured
notes due 2023. Proceeds from the new notes will be used to pay
off a portion of the borrowings under the company's senior secured
revolving credit facility and for general corporate purposes.

The Corporate Family Rating of Ba1 and other ratings of
Continental are unaffected and the rating outlook is stable.

"Continental continues to grow rapidly, building upon its success
in the Bakken play which is benefiting from improved differentials
as a result of improved rail access," said Saulat Sultan, Moody's
Vice President -- Senior Analyst. "However, accompanying
outspending of cash flows will keep leverage levels above those of
higher-rated peers."

Moody's current ratings for Continental are:

LT Corporate Family Rating of Ba1

Probability of Default Rating of Ba1 - PD

Senior Unsecured Rating of Ba2

LGD Senior Unsecured Assessment of LGD4 -- 65%

Ratings Rationale:

The senior unsecured notes' rating of Ba2 is one notch below its
Ba1 CFR due to the structural superiority of the $1. 5 billion
revolving credit facility. The Ba1 Corporate Family Rating (CFR)
reflects CLR's high quality asset base in the prolific Bakken
Shale play, oil-focused portfolio, and demonstrated ability to
rapidly grow production and reserves. The rating is constrained by
its geographic concentration, relatively high financial leverage,
reliance on external capital to fund its aggressive growth
targets, still evolving midstream infrastructure in the Bakken,
and potential key man risk.

Continental's growth, driven mainly by the drill-bit, continues to
be impressive. The company's average daily production in February
2013 was approximately 120,000 barrels per day of oil equivalent
(b/d), implying a healthy 12% plus increase over the production
rate in the fourth quarter of 2012. Total proved reserves have
grown from approximately 159 million barrels of oil equivalent
(MMBoe) at the end of 2008 to approximately 785 MMBoe in 2012,
representing a total increase of almost 400% and a compound annual
growth rate of almost 50%. Similarly, total production has
increased threefold from 12 MMBoe to almost 36 MMBoe in the same
timeframe.

CLR has publicly stated its goal of tripling production from 2012
levels to 300,000 b/d by 2017 and tripling reserves from 508 MMBoe
in 2011 to more than 1,500 MMBoe by 2017. Given the company's 2013
capital expenditure guidance stands at $3.6 billion, Moody's
expect cash flow shortfalls to be meaningful. Moody's does expect
management to pursue a disciplined financial policy as a
meaningful increase in leverage to fund its cash flow shortfall
could pressure CLR's ratings.

As of March 31, 2013, Continental's revolver had an outstanding
balance of just over $1 billion, compared to $595 million as of
December 31, 2012. Pro forma for the use of proceeds from the new
offering to pay down its revolver, Continental will have less than
$50 million of borrowings outstanding under its $1.5 billion
facility. However, Moody's expects cash flow outspending to lead
to a gradual increase in revolver usage over the course of 2013.

The stable outlook is based on Moody's expectation that CLR will
continue to grow its reserves and production rate while
maintaining reasonable leverage metrics. Proved developed reserves
approaching 500 MMBoe and average daily production exceeding
150,000 b/d, combined with a sustained improvement in leverage
metrics (debt / production of less than $30,000 and debt / proved
developed reserves less than $10) could result in a ratings
upgrade. Improving geographic diversification and / or the
issuance of equity to improve leverage metrics could also be a
catalyst for a positive ratings action. A meaningful increase in
CLR's leverage metrics, whether to fund cash flow shortfall or for
other reasons, could result in a negative ratings action.

The principal methodology used in rating Continental was Moody's
Global Exploration and Production (E&P) rating methodology,
published in December, 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Continental Resources, Inc. is an independent oil and gas
exploration and production company with headquarters in Oklahoma
City, Oklahoma.


DENNY'S CORP: Avenir Corp Discloses 9% Equity Stake at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission,  Avenir Corporation disclosed that, as of
Dec. 31, 2012, it beneficially owns 8,456,236 shares of common
stock of Denny's Corporation representing 9% of the shares
outstanding.  Avenir previously reported beneficial ownership of
6,413,975 common shares or a 6.7% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/NTNEx9

                      About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company said in its annual report for the year ended Dec. 28,
2011, that as the Company is heavily franchised, its financial
results are contingent upon the operational and financial success
of its franchisees.  The Company receives royalties, contributions
to advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

The Company's balance sheet at Sept. 26, 2012, showed
$325.85 million in total assets, $325.29 million in total
liabilities and $563,000 in total shareholders' equity.

                           *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service.


DEX ONE CORP: Final Cash Collateral Hearing on April 12
-------------------------------------------------------
Bankruptcy Judge Kevin Gross will convene a hearing on April 12,
2013 at 11 a.m. to consider final approval of Dex One Corporation
and its affiliates' motion to access cash collateral.

The bankruptcy judge entered interim orders March 19 authorizing
Dex One, Dex Media West Inc., and RH Donnelley Inc. to use cash
collateral in the ordinary course of business to procure goods and
services from vendors, pay employees, create digital and print
advertising for their clients, and satisfy other working capital
needs.  Objections to the motion are due not later than April 5.

The Dex One Debtors propose that the secured lenders, led by
JPMorgan Chase Bank, N.A., as the administrative agent for the Dex
East and Dex West lenders, and Duetsche Bank Trust Company
Americas, the administrative agent for the RHDI Lenders, will
receive as adequate protection: (a) superiority claims under Sec.
507(b) of the Bankruptcy Code; (b) first priority liens on
unencumbered property, liens junior to certain existing liens, and
liens senior to certain existing liens; (c) payment of accrued and
unpaid prepetition interest, fees and costs, based on the
applicable non-default rate set forth in the credit agreements;
and (d) payment of fees and expenses incurred by professionals
hired by the administrative agents.

Judge Gross on March 19 also signed an order authorizing the
Debtors to pay allowed prepetition claims of certain general
unsecured creditors and creditors whose claims may give rise to
liens under certain state and federal laws in the ordinary course
of business.  The Debtors expect to make payments of $42.3 million
to creditors within 45 days of the Petition Date in the ordinary
course of business:

  Category                                               Amount
  --------                                               ------
Accounting, Audit, and Finance Services                 $580,000
Communications Advertising & Corporate
   Communications Services                              $300,000
IT Hardware, Software, and Service Providers          $3,330,000
Directory Distribution, Shipping, and Warehousing     $2,160,000
Directory Printing, Paper, and Recycling Suppliers   $12,260,000
Executive Services, Legal Firms and Services,
  General Operations and Human Resources Services,
  Labor Relations and Recruiting Services             $5,490,000
Real Estate, Utilities, and Facilities Services       $1,420,000
Marketing Sales and Marketing Services               $16,750,000
                                                     -----------
                                         Total       $42,290,000

The bankruptcy judge has entered an order extending through and
including May 17, 2013, the Debtors' deadline to file their
schedules of assets and liabilities and statement of financial
affairs.  The requirement to file these Rule 1007 disclosures is
permanently waived effective upon the date of confirmation of the
Plan, provided confirmation occurs on or before May 17.

                          About Dex One

Dex One Corp., headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  The company
employs 2,200 people across the United States.  Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T.  It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral.

Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a
prepackaged plan of reorganization designed to effectuate a merger
with SuperMedia Inc.  Dex One disclosed total assets of $2.84
billion and total liabilities of $2.79 billion as of Dec. 31,
2012.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel.  Pachulski
Stang Ziehl & Jones LLP is co-counsel.  Epiq Systems serves as
claims agent.

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley Corp., sought Chapter 11 protection in May 2009
(Bankr. Bank. D. Del. Case No. 09-11833 through 09-11852) and
changed its name to Dex One Corp. after emerging from bankruptcy
in January 2010.

As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC.


DEX ONE CORP: Hearing to Confirm Merger-Based Plan on April 29
--------------------------------------------------------------
Bankruptcy Judge Kevin Gross will convene a hearing on April 29,
2013, at 10:00 a.m. Eastern Time to consider confirmation of the
separate Chapter 11 plans of reorganization of SuperMedia Inc. and
Dex One Corp.  Supermedia and Dex One will complete a merger on
the effective date of their Chapter 11 plans.

At the hearing, the bankruptcy judge will also consider approval
of the adequacy of the disclosure statements.  Objections are due
April 18, 2013 at 4:00 p.m.

As reported in the TCR on March 19, an overwhelming majority of
Dex One's secured lenders and shareholders have voted to accept
the prepackaged chapter 11 plan, which provides for consummation
of the merger.

The Dex One Plan provides for these terms:

     -- Unclassified claims.  Holders of allowed administrative
claims, priority tax claims, and professional claims will be paid
in full in cash or reinstated, as applicable. [Plan Recovery:
100%, Liquidation Recovery: 100%].

     -- Other secured and priority claims.  Holders of secured tax
claims (Class 1), other secured claims (Class 2), and other
priority claims (Class 3) will be paid in full in cash or
reinstated, as applicable. [Plan Recovery: 100%, Liquidation
Recovery: 100%].

     -- $219.7-Mil. Allowed Subordinated Notes Claims (Class 4).
The $300 million aggregate principal amount of 12% /15% senior
subordinated notes due 2017, of which $219.7 million remains
outstanding as of Dec. 31, 2017, will be reinstated.  Holders of
the notes are unimpaired and deemed to accept the Plan. [Plan
Recovery: 100%, Liquidation Recovery: 0%].

     -- Credit Facility Claims.  Dex One's secured credit
agreements for term loans that mature Oct. 24, 2014, will be
amended and restated to extend their maturity to Dec. 31, 2016.
JPMorgan Chase Bank, N.A. is the administrative agent for the Dex
East and Dex West lenders.  Duetsche Bank Trust Company Americas
is the administrative agent for the RHDI Lenders.  The amended and
restated credit agreements will require interest payments and
quarterly amortization payments of principal as follows:

    (a) Dex East Secured Credit Agreement with outstanding balance
        of $511.8 million (Class 5).  Holders of these claims are
        impaired and were entitled to vote on the Plan.  Of the
        claim holders that voted on the Plan, 99.06% of holders --
        holding 97.23% of the claims -- voted to accept the Plan.

        Class 5 claim holders will receive principal payments of:

        (1) $16,250,000 for each fiscal quarter in fiscal 2013;

        (2) $13,750,000 for each fiscal quarter in fiscal 2014;
            and

        (3) $11,250,000 for each fiscal quarter in fiscal 2015 and
            2016, with all remaining outstanding amounts due at
            maturity.

        Interest will be paid (1) with respect to any base rate
        loan, quarterly, and (2) with respect to any Eurodollar
        loan, on the last day of the interest period applicable to
        such borrowing, at each respective borrower's option as
        follows:

        (1) the highest (subject to a floor of 4.00%) of (1) the
            prime rate, (2) the federal funds effective rate plus
            0.50%, and (3) one month Adjusted LIBO Rate plus
            1.00%, in each case as in effect on such day plus an
            interest rate margin for base rate loans. The interest
            rate margin for base rate loans will be 2.00% per
            annum; or

        (2) the higher of (1) Adjusted LIBO Rate and (2) 3.00%, in
            each case plus an interest rate margin for Eurodollar
            loans.  The interest rate margin for Eurodollar loans
            will be 3.00% per annum. Dex East will be able to
            elect interest periods of one, two, three, or six
            months for Eurodollar borrowings.

        [Plan Recovery: 100%, Liquidation Recovery: 13%-16%]

    (b) Dex West Secured Credit Agreement with outstanding balance
        of $486.6 million (Class 6).  Of the claim holders that
        voted on the Plan, 100% of holders, holding 100% of class
        6 claims, voted to accept-the Plan.

        Principal payments of $11,250,000 will be made for each
        fiscal quarter in fiscal 2013 through fiscal 2016, with
        all remaining outstanding amounts due at maturity on
        Dec. 31, 2016.

        Interest will be paid (1) with respect to any base rate
        loan, quarterly, and (2) with respect to any Eurodollar
        loan, on the last day of the interest period applicable to
        such borrowing, at each respective borrower's option as
        follows:

        (1) the highest (subject to a floor of 4.00%) of (1) the
            prime rate, (2) the federal funds effective rate plus
            0.50%, and (3) one month Adjusted LIBO Rate plus
            1.00%, in each case as in effect on such day plus an
            interest rate margin for base rate loans. The interest
            rate margin for base rate loans will be 4.00% per
            annum; or

        (2) the higher of (1) Adjusted LIBO Rate and (2) 3.00%, in
            each case plus an interest rate margin for Eurodollar
            loans.  The interest rate margin for Eurodollar loans
            will be 5.00% per annum.  Dex West may elect interest
            periods of one, two, three, or six months for
            Eurodollar borrowings.

        [Plan Recovery: 100%, Liquidation Recovery: 14%-18%]

    (c) RHDI Secured Credit Agreement with outstanding balance of
        $746.7 million (Class 7).  Of the claim holders that voted
        on the Plan, 99.35% of holders, holding 99.59% of class 7
        claims, voted to accept the Plan.

        The claim holders will receive principal payments of:

        (1) $10,000,000 for each fiscal quarter in fiscal 2013 and
            fiscal 2014;

        (2) $7,500,000 for each fiscal quarter in fiscal 2015; and

        (3) $6,250,000 for each fiscal quarter in fiscal 2016,
            with all remaining outstanding amounts due at
            maturity.

        Interest will be paid (1) with respect to any base rate
        loan, quarterly, and (2) with respect to any Eurodollar
        loan, on the last day of the interest period applicable to
        such borrowing, at each respective borrower's option as
        follows:

        (1) the highest (subject to a floor of 4.00%) of (1) the
            prime rate, (2) the federal funds effective rate plus
            0.50%, and (3) one month Adjusted LIBO Rate plus
            1.00%, in each case as in effect on such day plus an
            interest rate margin for base rate loans. The interest
            rate margin for base rate loans will be 5.75% per
            annum; or

        (2) the higher of (1) Adjusted LIBO Rate and (2) 3.00%, in
            each case plus an interest rate margin for Eurodollar
            loans.  The interest rate margin for Eurodollar loans
            will be 6.75% per annum. RHDI may elect interest
            periods of one, two, three, or six months for
            Eurodollar borrowings.

        [Plan Recovery: 100%, Liquidation Recovery: 12%-16%]

     -- General Unsecured Clams (Class 8).  Holders of allowed
general unsecured claims will be paid in full in cash on the later
of the effective date of the Plan or in the ordinary course of
business.  They are unimpaired and deemed to accept the Plan.
[Plan Recovery: 100%, Liquidation Recovery: 0%]

     -- Dex One Interests (Class 9).  Holders of Allowed Dex One
Interests will receive shares of Newdex Common Stock, and Dex One
Interests will be extinguished on the Effective Date.  Holders of
Dex One stock will receive 0.2 shares of Newdex common stock for
each interest.  Upon Consummation of the Plan, it is anticipated
that holders of Dex One Interests will hold 60% of the shares of
common stock of Newdex with SuperMedia stockholders holding 40%.
The 99.90% of Dex One interests voted on the Plan were cast to
accept the Plan. [Plan Recovery: 100%, Liquidation Recovery: 0%]

     -- Intercompany Interests (Class 10).  Intercompany interest
will be left unaltered and rendered Unimpaired.

     -- Section 510(b) Claims.  Holders of subordinated claims
under 11 U.S.C. Sec. 510(B) (Class 11) will be paid in full in
cash or treated like holders of interest in Class 9.  They are
impaired and presumed to reject the Plan.

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

    http://bankrupt.com/misc/Dex_One_Plan_Outline.pdf
    http://bankrupt.com/misc/Dex_One_Plan_Outline2.pdf

                          About Dex One

Dex One Corp., headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  The company
employs 2,200 people across the United States.  Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T.  It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral.

Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a
prepackaged plan of reorganization designed to effectuate a merger
with SuperMedia Inc.  Dex One disclosed total assets of $2.84
billion and total liabilities of $2.79 billion as of Dec. 31,
2012.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel.  Pachulski
Stang Ziehl & Jones LLP is co-counsel.  Epiq Systems serves as
claims agent.

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley Corp., sought Chapter 11 protection in May 2009
(Bankr. Bank. D. Del. Case No. 09-11833 through 09-11852) and
changed its name to Dex One Corp. after emerging from bankruptcy
in January 2010.

As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC.


DEX ONE CORP: Proposes Houlihan Lokey as Investment Banker
----------------------------------------------------------
Dex One Corp. and its affiliates will seek approval from the
Bankruptcy Court at a hearing on April 12 of their application to
employ Houlihan Lokey Capital, Inc., as investment banker and
financial, nunc pro tunc to the Petition Date.  Objections are due
April 5.

The Debtors said the employment of Houlihan Lokey is necessary to
enable the Debtors to execute their duties as debtors in
possession and to effect their reorganization efforts.

On July 27, 2012, Houlihan Lokey commenced its engagement with the
Debtors to provide financial advisory and investment banking
advice.  The firm advised the Debtors in successfully negotiating
the amendments to the secured credit facilities, the plan support
agreement, the merger, and the Chapter 11 plan, as well as
assisted in the development and drafting of the documents related
to the foregoing.

Houlihan Lokey will be compensated in accordance with this fee
structure:

   a. Monthly Fee -- Under a previous engagement letter, the
Debtors paid Houlihan Lokey monthly fees of $175,000 per month.
On the date of the Debtors' execution of the current Engagement
Letter, the Debtors paid Houlihan Lokey all invoiced and unpaid
monthly fees up to and including June 30, 2012. All of the monthly
fees previously paid to Houlihan Lokey since August 21, 2011 and
prior to the commencement of the chapter 11 cases (which total
$1,925,000) shall be credited against the M&A Transaction Fee.

   b. Amendment and Extension Transaction Fee -- Pursuant to the
Engagement Letter, the Debtors paid Houlihan Lokey the Amendment
and Extension Transaction Fee in an amount equal to $8.9 million
by wire transfer prior to the Petition Date.  Houlihan Lokey
agreed to repay to the Debtors the entire amount of the Amendment
and Extension Transaction Fee promptly (but in any event within
two business days) upon the Debtors' written request in the event
that that certain Agreement and Plan of Merger by and among Dex
One Corporation, New Dex, Inc., Spruce Acquisition Sub, Inc., and
SuperMedia is terminated or modified.

   c. M&A Transaction Fee -- Pursuant to the Engagement Letter,
the Debtors will pay Houlihan Lokey the M&A Transaction Fee of $10
million upon the closing of an M&A Transaction with SuperMedia.
The M&A Transaction Fee will be reduced by the following credits:

      i. Monthly Fee Credit -- a $1,925,000 credit for all of the
monthly fees previously paid to Houlihan Lokey since August 21,
2011 and prior to the commencement of these chapter 11 cases (it
being understood and agreed that no monthly fee shall be credited
more than once);

     ii. Fairness Opinion Credit -- a $1.5 million credit for a
fee of the same amount paid to Houlihan Lokey upon rendering an
opinion as to whether the Exchange Ratio provided in the M&A
Transaction is fair to the Debtors from a financial point of view;

    iii. Amendment and Extension Fee Credit -- a credit of up to
$2.0 million of the M&A Transaction Fee; and

     iv. Engagement Letter Amendment Credit -- (i) a credit of
$250,000 plus (ii) to the extent the Amendment and Extension
Transaction is not consummated prior to June 1, 2013, an amount
equal to the amount of the Amendment and Extension Transaction
Fee(s) paid to Houlihan Lokey multiplied by the Debtors' weighted
average cost of debt from June 1, 2013 through (x) the date the
M&A Transaction Fee is payable or (y) the date the Amendment and
Extension Transaction Fee(s) are repaid to the Debtors (whichever
is earlier). Such credit shall be in addition to any other M&A
Transaction Fee credits to which the Debtors are entitled.

In the event an Amendment and Extension Transaction has not closed
by June 1, 2013, Houlihan Lokey will have the right to repay the
Amendment and Extension Transaction Fee and, therefore, avoid the
crediting of interest as provided above.  If Houlihan Lokey does
repay the Amendment and Extension Transaction Fee (whether at the
request of the Debtors or voluntarily), payment of the Amendment
and Extension Transaction Fee will still be due and owing by the
Debtors as and when required.

Also, the Engagement Letter provides that the Debtors will
reimburse Houlihan Lokey for all customary, reasonable, out-of-
pocket, and documented expenses.

                          About Dex One

Dex One Corp., headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  The company
employs 2,200 people across the United States.  Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T.  It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral.

Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a
prepackaged plan of reorganization designed to effectuate a merger
with SuperMedia Inc.  Dex One disclosed total assets of $2.84
billion and total liabilities of $2.79 billion as of Dec. 31,
2012.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel.  Pachulski
Stang Ziehl & Jones LLP is co-counsel.  Epiq Systems serves as
claims agent.

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley Corp., sought Chapter 11 protection in May 2009
(Bankr. Bank. D. Del. Case No. 09-11833 through 09-11852) and
changed its name to Dex One Corp. after emerging from bankruptcy
in January 2010.

As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC.


DEX ONE CORP: Has Interim OK of Equity Trading Restrictions
-----------------------------------------------------------
Dex One Corp. obtained interim approval of its request to limit
trading of equity securities.  A final hearing is slated for
April 12.  Objections are due April 5.

As reported in the March 19, 2013 edition of the TCR, Dex One says
certain transfers of the equity securities effected before the
effective date of its repackaged plan may trigger an "ownership
change" for Internal Revenue Code purposes, severely endangering
the Debtors' ability to utilize net operating losses and causing
substantial damage to the Debtors' estates.

As of the Petition Date, the Dex One Debtors have NOLs of
approximately $1.0 billion.  The Debtors anticipate that
utilization of the NOLs in future tax years will generate up to
$400 million in cash savings from reduced taxes considering an
assumed effective tax rate of 40% for the combined post-emergence
company.

The Dex One Debtors filed with the Bankruptcy Court a motion to
implement a mechanism by which the Debtors will monitor, and
object to, certain transfers of the equity securities to ensure
preservation of the NOLs.  In sum, the procedures are as follows:

   * Any entity that has, or has had at any time since the date
that is three years prior to the Petition Date, direct or indirect
beneficial ownership of 4.5% or more of the Equity Securities must
serve and file a Declaration of Substantial Shareholder.

   * Prior to effectuating any transfer of the Equity Securities
that would (a) impact the size of a Restricted Substantial
Shareholder's beneficial ownership, or (b) would result in another
entity becoming or ceasing to be a Restricted Substantial
Shareholder, the parties to such transaction must serve and file a
Declaration of Proposed Transfer.

   * The Debtors have 14 calendar days after receipt of a
Declaration of Proposed Transfer to object to the proposed
transaction.

   * If the Debtors timely object, the proposed transaction
remains ineffective pending a ruling thereafter on the merits.

   * If the Debtors do not object, the proposed transaction may
proceed.

   * Any transfer of the Equity Securities in violation of the
Procedures will be null and void ab initio.

As of the Petition Date, six registered holders of the Equity
Securities beneficially hold greater than 4.5% of the issued and
outstanding Equity Securities.

                          About Dex One

Dex One Corp., headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  The company
employs 2,200 people across the United States.  Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T.  It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral.

Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a
prepackaged plan of reorganization designed to effectuate a merger
with SuperMedia Inc.  Dex One disclosed total assets of $2.84
billion and total liabilities of $2.79 billion as of Dec. 31,
2012.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel.  Pachulski
Stang Ziehl & Jones LLP is co-counsel.  Epiq Systems serves as
claims agent.

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley Corp., sought Chapter 11 protection in May 2009
(Bankr. Bank. D. Del. Case No. 09-11833 through 09-11852) and
changed its name to Dex One Corp. after emerging from bankruptcy
in January 2010.

As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC.


DISH DBS: Fitch Rates Proposed $1-Bil. Senior Secured Notes 'BB-'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to DISH DBS
Corporation's proposed $1 billion offering of senior secured
notes. DDBS is a wholly owned subsidiary of DISH Network
Corporation (DISH, Fitch Issuer Default Rating of 'BB-'). Proceeds
from the offering are expected to be used for general corporate
purposes including spectrum-related transactions which will
support the company's unspecified wireless strategy. The Rating
Outlook for all of DISH's ratings remains Negative. DISH had
approximately $11.9 billion of debt outstanding as of Dec. 31,
2012.

Key Rating Drivers

The key rating factors that reflect the rating include:

-- Weakening credit protection metrics;

-- Lack of visibility and elevated event risks related to DISH's
    wireless strategy;

-- Strong liquidity and free cash flow generation; and

-- Inconsistent operating results.

DISH's credit profile has weakened considerably during the course
of 2012 due to inconsistent operating performance and elevating
debt levels, which together with the uncertainty related to the
company's yet articulated wireless strategy, limits its financial
flexibility at the current ratings level. On a pro forma basis
(assuming a $1 billion issuance), total debt outstanding as of
Dec. 31, 2012 increased nearly 72% relative to year-end 2011
levels to approximately $12.9 billion. DISH's leverage increased
to 4.3x on a pro forma basis as of Dec. 31, 2012 calculated on a
last 12-month (LTM) basis. The cash proceeds from the company's
incremental debt issuances have largely remained on its balance
sheet purportedly to support DISH's wireless strategy.

The Negative Outlook encompasses the lack of visibility as well as
the potential capital and execution risks associated with DISH's
wireless strategy. The economic viability of the strategy is
questionable given the presence of strong entrenched market
participants particularly if DISH's wireless offering fails to
provide any meaningful service differentiation from established
competitive offerings. Fitch acknowledges that a wireless network
can potentially provide DISH with further strategic flexibility
and enable the company to diversify its business and capture
incremental revenue and cash flow growth.

Event risks are elevated as the company contemplates additional
acquisitions of spectrum or assets to support the wireless
strategy. DISH's wireless strategy continued to evolve as
evidenced by the company's proposal to enter into a multi-faceted,
complicated series of agreements with Clearwire Corporation. Fitch
believes the likelihood of Clearwire accepting DISH's offer is
low. Some of DISH's initial proposal is not likely permitted under
the terms of Clearwire's current legal and contractual
obligations. Clearwire's decision to take advantage of interim
financing offered by Sprint Nextel complicates DISH's offer and
further diminishes the probability that DISH's offer will
ultimately prevail. DISH had previously stated it would withdraw
its offer if Clearwire drew on the Sprint Nextel financing.

If the bid for Clearwire is successful, DISH would secure a
potential partner to build and deploy a wireless network. DISH had
previously signaled its preference to participate in a network
infrastructure-sharing arrangement to enter into the wireless
market as opposed to deploying a greenfield wireless network.
However, recent consolidation, investments and spectrum
acquisitions within the wireless sector has reduced the number of
potential entities DISH can partner with to deploy its wireless
network, creating an urgency to establish a partnership with
Clearwire. In accordance with the terms of DISH's proposal, DISH
would acquire, among other things, approximately 24% of
Clearwire's wireless spectrum for $2.2 billion and a minimum of
25% of Clearwire's outstanding common stock.

The company's liquidity position is strong and supported by cash
and marketable securities on hand and expected, but diminishing
free cash flow generation. Cash marketable security balances, pro
forma for the contemplated senior note issuance, increase to
approximately $8.2 billion. The company also benefits from a
favorable maturity schedule, as the next scheduled maturity is in
2013 totaling $500 million followed by $1 billion during 2014.
Fitch notes, however, that the company does not maintain a
revolver, which increases DISH's reliance on capital market access
to refinance current maturities, elevating the refinancing risk
within the company's credit profile. The risk is offset by the
company's consistent access to capital markets and strong
execution.

DISH generated approximately $601 million of free cash flow
(defined as cash flow from operations less capital expenditures
and dividends) during the LTM ended Dec. 31, 2012. Fitch expects
capital intensity will be relatively consistent over the near term
and that capital expenditures will continue to focus on subscriber
retention and capitalized subscriber premises equipment. Absent
further investment in a wireless network or other strategic
initiative, Fitch anticipates that DISH will continue generating
nearly $1 billion of annual free cash flow (before consideration
of dividend policy) during the current ratings horizon while
incorporating higher levels of cash taxes.

Fitch believes the company's overall credit profile has limited
capacity to accommodate DISH's inconsistent operating performance.
While subscriber metrics remain weak, they have stabilized
somewhat when compared to 2011 results. However, DISH struggles to
increase service ARPUs as the company elected not to take a price
increase during 2012. This decision combined with higher
programming and subscriber acquisition costs has had a dramatic
effect on the company's operating margins and EBITDA generation.
These factors contributed to a 16.5% year-over-year decline of
DISH's 2012 EBITDA. EBITDA margin during the current period fell
450 basis points compared to last year, to 20.9%. Fitch expects
margins to rebound somewhat during 2013 as the company has elected
to take a price increase.

Additional rating concerns center on DISH's ability to adapt to
the evolving competitive landscape, DISH's lack of revenue
diversity and narrow product offering relative to its cable MSO
and telephone company video competition, and an operating profile
and competitive position that continue to lag behind its peer
group. DISH's current operating profile is focused on its maturing
video service offering and lacks growth opportunities relative to
its competition.

Rating Sensitivities

Revision of the Outlook to Stable at the current rating level can
occur as the company demonstrates that it can execute its wireless
strategy in a credit-neutral manner. In addition, operating
metrics, in particular, subscriber additions, ARPU growth and
EBITDA margins will need to begin to trend positive.

Fitch believes negative rating action will likely coincide with
the company's decision to execute a wireless strategy, or other
discretionary management decisions that weaken its ability to
generate free cash flow, erode operating margins, and increase
leverage higher than 5x without a clear strategy to de-lever the
company's balance sheet.


DISH NETWORK: Moody's Rates New $1-Bil. Sr. Unsecured Notes 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 (LGD4 - 67%) rating to
DISH Network Corporation's proposed $1 billion senior unsecured
notes maturing in 2018 and 2020. The new notes will be issued at
the company's wholly-owned subsidiary, DISH DBS Corporation (DISH
DBS), and will be pari pasu with DISH DBS's existing senior
unsecured notes, which are guaranteed only by the US pay-TV
operating company subsidiaries. The company plans to utilize the
net proceeds from the offering for general corporate purposes
which may include wireless or spectrum-related strategic
transactions. DISH's Ba2 Corporate Family Rating (CFR) and stable
rating outlook are not affected.

Ratings Rationale:

The offering increases DISH's gross debt-to-EBITDA from
approximately 4.4x (as of 12/31/12 incorporating Moody's standard
adjustments) to about 4.7x pro forma for the new issue, which is
well above Moody's 3.5x downward rating trigger for the rating.
However, its high gross leverage is mitigated by its cash and
marketable securities balance of over $7.2 billion as of 12/31/12
(about $3.6 billion is cash only), which is significant relative
to its almost $12 billion in funded debt. Consequently, DISH's
credit profile will be most affected by what it chooses to do with
its cash.

Moody's believes the company has been building up capacity for the
purpose of embarking on a yet to be publicly defined wireless
broadband strategy that may require large investments but may have
positive long-term strategic implications for the company. If
DISH's broadband strategy involves a partnership such that it
reduces significant financial and operational risk and reduces the
overall funding need and time needed to launch a competitive
broadband product to its subscribers, its rating could potentially
afford higher leverage. However, its credit profile could be
strained if it were to embark on a rapid build out a broadband
network alone which would entail greater risk and funding,
particularly if it were to continue returning capital to
shareholders. Alternatively, in the absence of a wireless
broadband build out, if the company spent most of its cash solely
on aggressive shareholder friendly activities such as dividends
and share repurchases, this would also be credit negative
particularly at current leverage levels.

The stable rating outlook reflects Moody's expectation that DISH
will move forward with a broadband strategy in some form of
partnership and look to reduce the risks associated with a network
build-out, particularly given its history of maintaining a strong
balance sheet and conservative credit metrics for a company of its
size. Moody's believes that if it is able to develop a successful
broadband product, it will be in a much better position to compete
with cable and telecommunications companies that can offer both
video and data products, as well as its satellite pay-TV
competitor, DIRECTV, which depends on its partnerships with
telecommunications companies to offer a DSL internet product.

In addition, the company has about $1.5 billion of debt maturing
over the two years and, in the absence of a revolving credit
facility, Moody's believes its debt issuance supports its strong
liquidity profile and Moody's expects a portion of the recent debt
issuance activity to fund those maturities, which would reduce
leverage back to lower levels.

DISH DBS' ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside DISH DBS' core industry and
believes DISH DBS' ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009. DISH is the
third largest pay television provider in the United States,
operating satellite services, with 14.056 million subscribers as
of December 31, 2012.


DR. TATTOFF: Incurs $2.8 Million Net Loss in 2012
-------------------------------------------------
Dr. Tattoff, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$2.83 million on $3.20 million of revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $2.47 million on
$2.66 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.18 million
in total assets, $2.99 million in total liabilities and a $806,078
total shareholders' deficit.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company's current liabilities exceeded its current assets
by approximately $1,547,000, has shareholders' deficit of
approximately $806,000, has suffered recurring losses and negative
cash flows from operations, and has an accumulated deficit of
approximately $7,407,000 at Dec. 31, 2012, which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/NNuW21

                         About Dr. Tattoff

Beverly Hills, Calif.-based Dr. Tattoff, Inc., currently operates
or provides management services to five laser tattoo and hair
removal clinics located in Texas and California, all of which
operate under the Company's registered trademark "Dr. Tattoff."


DUNLAP OIL: To Make Adequate Protection Payments to CCB
-------------------------------------------------------
The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona entered a stipulated order granting Canyon
Community Bank, N.A.'s motion for adequate protection payments
from Dunlap Oil Company, Inc.

CCB is a lender under two promissory notes where the Debtor, among
others, is the maker.  The first has an outstanding principal
balance in excess of $6 million; and the second has an outstanding
principal balance in excess of $100,000.  Each of the Notes is
secured by the rolling stock of the Debtor.  The Debtor has no
equity in the rolling stock.

The rolling stock is valued at approximately $469,800.00.  It is
subject to depreciation or loss in value through its normal
use.  According to CCB's motion dated Jan. 28, 2013, the rolling
stock must be regularly maintained in accordance with the
manufacturer's recommendations.  The rolling stock is inherently
mobile, and subject to the risk of damage, theft or loss through
its use.  CCB said that the value of the rolling stock and CCB's
interest in it is declining from usage, even if the rolling stock
is maintained appropriately.

The Debtor, CCB stated, is using the rolling stock to operate its
business, generate income for its benefit and for the benefit of
the unsecured creditors and to the detriment of CCB.  CCB said
that the Debtor hasn't provided or offered to provide CCB with
adequate protection of its interest in the rolling stock.

Pursuant to the court order dated Feb. 25, 2013, the Debtor will
begin making adequate protection payments to CCB in the $2,500 per
month, beginning on March 1, 2013, and continuing each successive
month until further court order or until the effective date of a
confirmed plan, and all payments will be credited against the
amount CCB claims is owed by the Debtor to CCB.

           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.


DYNEGY INC: Moody's Rates Proposed $1.8 Billion Debt 'B2'
---------------------------------------------------------
Moody's Investors Service affirmed Dynegy Inc.'s B2 Corporate
Family Rating and assigned B2 ratings to Dynegy's proposed $800
million seven-year senior secured term loan, $500 million two-year
senior secured term loan and $500 million five-year senior secured
revolving credit facility. The rating outlook for Dynegy remains
stable.

Proceeds from the two term loan facilities are to be used to
refinance a similar amount of term debt currently outstanding at
the company's Dynegy Power, LLC and Dynegy Midwest Generation, LLC
subsidiaries.

"The proposed refinancing is a modest credit positive as it is
expected to improve Dynegy's liquidity position, reduce interest
cost and remove existing dividend restrictions between Dynegy
parent and its operating subsidiaries" said Moody's Vice President
Scott Solomon.

Ratings Rationale:

Dynegy's B2 CFR considers headwinds facing the company, including
the current low power price environment in which it operates, the
near-term maturity of two in-the-money power contracts and an
indication that consolidated cash flows will decline over the
near-term.

Dynegy recently announced a proposed acquisition of Ameren Energy
Resources (AER: not rated), which owns approximately 4,100
megawatts of Illinois-based coal-fired electric generating
capacity. While AER is expected to generate negative free cash
flow through at least 2014, the transaction has been structured to
be credit neutral for Dynegy and is anticipated to be completed
prior to year-end.

Excluding the financial impact of AER, Moody's expectation is for
Dynegy to generate consolidated cash flows before changes in
working capital items (CFO pre-WC) in a range of $130-160 million
in 2013 and $60-80 million in 2014. These results are expected to
yield key financial metrics of CFO pre-WC to debt and interest
coverage in a range of 5-7% and 1.5-1.7 times, respectively, in
2014, levels which Moody's views commensurate with a B2 Corporate
Family Rating.

Moody's would need to see key consolidated financial metrics of
CFO pre-WC to debt and interest coverage in excess of 8% and 1.8
times, respectively, on a sustainable basis to consider an upgrade
of Dynegy's Corporate Family Rating.

All obligations under the senior secured credit facilities will be
unconditionally guaranteed by Dynegy and each of its restricted
subsidiaries on a joint and several basis. Moreover, the credit
facilities will be secured by a perfected first-priority lien on
all of the equity interest and assets of Dynegy and its restricted
subsidiaries.

Issuer: Dynegy Inc.

Ratings Affirmed:

  Corporate Family Rating, B2

Ratings Assigned:

  $800 million Senior Secured Term Loan, assigned B2, LGD4, 50%

  $500 million Senior Secured Term Loan, assigned B2, LGD4, 50%

  $500 million Senior Secured Revolving Credit Facility, assigned
  B2, LGD4, 50%

Moody's will withdraw the B2 rating assigned to the Dynegy Power,
LLC term loan upon the closing of the proposed credit facilities.

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.


EASTMAN KODAK: James Continenza Joins Board of Directors
--------------------------------------------------------
James V. Continenza, who has extensive executive and board
experience with high-tech companies, has been elected as a member
of the Board of Directors, effective immediately.  Mr. Continenza
also brings to the Kodak Board experience as a manager and
director with diverse companies that have successfully emerged
from corporate restructuring.

"Deploying innovation to advance customer success and disciplined
management will be two of the hallmarks of Kodak's future," said
Antonio M. Perez, Chairman of the Board and Chief Executive
Officer.  "Jim is an expert in both of these areas, and I'm
confident his experience and judgment will be great assets to the
Kodak Board in guiding the company to maintain its leadership in
Commercial Imaging and expanding its offerings to meet customer
needs in such emerging growth segments as packaging and functional
printing."

Mr. Continenza has served in senior leadership roles at a number
of companies.  He currently serves on the board of Tembec Corp, a
publicly traded company, and the boards of the following privately
held companies: Broadview Networks, Southwest Georgia Ethanol, The
Berry Company, Neff Rental, Portola Packaging, Aventine Renewable
Energy and Blaze Recycling.  Previously, he was a director for
Hawkeye Renewables, Anchor Glass Container Corp., Rath-Gibson,
Inc., Rural Cellular Corp., U.S. Mobility Inc., Maxim Crane Works,
Inc., Arch Wireless Inc. and Microcell Telecommunications Inc.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Seeks More Time to Remove Civil Actions
------------------------------------------------------
Eastman Kodak Co. seeks additional time to remove civil actions
that have not been automatically halted by the company's
bankruptcy filing.

Kodak proposed to extend the deadline to Aug. 11, or 30 days after
entry of a court order terminating the automatic stay that was
applied to the civil actions.

As of Jan. 19, 2012, the company is involved in about 100 civil
actions pending in U.S. federal and state courts.

A court hearing is scheduled for April 10.  Objections are due by
April 9.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EMMIS COMMUNICATIONS: Final Amendment to Tender Offer Statement
---------------------------------------------------------------
Emmis Communications Corporation has filed a final amendment to
the Tender Offer Statement on Schedule TO filed with the
Securities and Exchange Commission on Jan. 16, 2013, relating to
the offer by the Company to its eligible employees and non-
employee directors to exchange certain outstanding options for
shares of the Company's restricted Class A Common Stock.

Item 4(a) of the Schedule TO was hereby amended and supplemented
to add the following information:

   "The Exchange Offer expired on February 15, 2013 at 4:30 p.m.
    Eastern Standard Time.  A total of 75 eligible option holders
    participated in the Exchange Offer.  Pursuant to the terms and
    conditions of the Exchange Offer, the Company accepted for
    exchange Eligible Options to purchase 2,168,757 shares of the
    Company's common stock, representing 100% of the total shares
    of common stock underlying all Eligible Options. All
    surrendered options were cancelled, and immediately
    thereafter, the Company granted a total of 511,065 shares of
    Restricted Stock in exchange for the cancelled options,
    pursuant to the terms of the Exchange Offer and the Company's
    2012 Equity Compensation Plan."

A copy of the amendment is available at http://is.gd/ej7nyv

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company's balance sheet at Aug. 31, 2012, showed $287.53
million in total assets, $258.60 million in total liabilities,
$46.88 million in series A cumulative convertible preferred stock,
and a $17.94 million total deficit.

                           *     *     *

As reported by the TCR on Oct. 16, 2012, Moody's Investors Service
placed the ratings of Emmis Communications Corporation on review
for upgrade, including the Company's B3 Corporate Family Rating
following the company's earnings release for 2Q12 (ended August
31, 2012) indicating good performance for radio operations and
plans to refinance existing high coupon debt facilities.


FAIRMOUNT MINERALS: S&P Retains 'BB-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
recovery rating on Fairmount Minerals' senior secured term loan
and revolving credit facility to '3' from '4'.  The '3' recovery
rating indicates S&P's expectation for meaningful (50% to 70%)
recovery in the event of a payment default under its scenario.
The rating on the term loan and revolver remains 'BB-' (same as
the corporate credit rating).

Fairmount prepaid approximately $115 million of its term loan in
2012, reducing the principal balance to $815 million.  Although
this improvement is relatively modest, S&P now expects lender
recoveries to exceed 50% because of the lower principal amount,
prompting us to revise our recovery rating to a '3'.

The 'BB-' rating on Chesterland, Oh.-based Fairmount Minerals
reflects S&P's view of the company's "weak" business risk profile
and "aggressive" financial risk profile.  In S&P's view, the sand
producer benefits from its position as an established player in
the industry, with a leading market position in resin-coated sand
products, though S&P expects increasing competition and shifting
supply and demand dynamics to decrease industry-wide profitability
over the medium term.  S&P's rating also takes into account the
company's low leverage metrics and good levels of cash flow
generation, but is capped due to the high proportion of private
equity ownership.

RATINGS LIST

Fairmount Minerals Ltd.
Corporate credit rating               BB-/Stable/--

Revised Recovery Rating
                                       To            From
Senior secured                        BB-           BB-
  Recovery Rating                      3             4


FIRST DATA: Plans to Offer $815 Million of Senior Notes
-------------------------------------------------------
First Data Corporation intends to offer $500 million aggregate
principal amount of senior unsecured notes due 2021, subject to
market conditions.  The Company subsequently increased the
offering size of the notes to an aggregate principal amount of
$815 million and set the coupon rate at 10.625%.  The notes will
be issued at par.

The Company intends to use the net proceeds from the offering of
the notes and cash on hand to repurchase or redeem all of its
$783.5 aggregate principal amount of 9 7/8% Senior Unsecured Notes
due 2015.  On March 26, 2013, the Company commenced a tender offer
to purchase for cash any and all of its 9 7/8% Senior Notes and
exercised its right under the indentures governing the 9 7/8%
Senior Notes to optionally redeem any and all 9 7/8% Senior Notes
not purchased by the Company in the Tender Offer.  The 9 7/8%
Senior Notes are currently redeemable at a price of 102.469% of
the aggregate principal amount thereof plus accrued and unpaid
interest.

The Notes have not been registered under the Securities Act of
1933, as amended, and, unless so registered, may not be offered or
sold in the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.

               Sees Increased Revenue in 1st Quarter

For the two months ended Feb. 28, 2013, the Company's revenue and
operating profit increased slightly compared to the same period in
the prior year.  Adjusted Revenue was flat and Adjusted EBITDA
declined by a mid-single digit percentage over the same period.
The corresponding period in 2012 had especially strong retail
sales due to unseasonably warm weather in the United States and an
extra shopping day due to 2012 being a leap year.  The Company
also had higher operating expenses in the current-year period.

The financial information is preliminary, unaudited and has not
been subjected to normal processes that the Company uses in
reporting quarterly financial information.  Once the Company's
review of the results of operations for the quarter ending
March 31, 2013, is complete, the Company may report financial
results that differ, and the differences could be material.

                          About First Data

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

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss attributable to the Company of $700.9 million, compared with
a net loss attributable to the Company of $516.1 million during
the prior year.  The Company's balance sheet at Dec. 31, 2012,
showed $37.89 billion in total assets, $35.20 billion in total
liabilities, $67.4 million in redeemable noncontrolling interest,
and $2.62 billion in total equity.

                           *     *     *

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


FIRST DATA: S&P Assigns 'B-' Rating to 10.625% Sr. Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating to First Data Corp.'s 10.625% senior unsecured notes due
2021.  The recovery rating is '5', reflecting S&P's expectation of
modest (10% to 30%) recovery for senior unsecured debt holders in
the event of default.  The corporate credit rating remains 'B'.
The rating outlook is stable.

The notes rank equally with all of First Data's existing and
future senior unsecured debt.  The company intends to use the
proceeds from this offering to redeem all of its outstanding
9.875% senior unsecured notes due 2015.  The ratings reflect First
Data's debt-intensive capital structure and weak credit protection
measures, which S&P characterizes as a "highly leveraged"
financial risk profile.  The ratings also reflect the company's
leading market presence as a provider of payment processing
services for merchants and financial institutions, with high
barriers to entry, significant recurring revenues, and a broad
customer base, which S&P characterizes as a "strong" business risk
profile.

RATINGS LIST

First Data Corp.
Corporate credit rating                             B/Stable/--

New Rating
First Data Corp.
10.625% senior unsecured notes due 2021             B-
  Recovery rating                                    5


FREESEAS INC: Transfers Stock Listing to Nasdaq Capital Market
--------------------------------------------------------------
FreeSeas Inc. said that The Nasdaq Stock Market has approved its
application to transfer its stock listing from the Nasdaq Global
Market to the Nasdaq Capital Market, effective Feb. 19, 2013.  The
Nasdaq Capital Market is a continuous trading market that operates
in the same manner as the Nasdaq Global Market.

On Feb. 14, 2013, FreeSeas received a letter from Nasdaq notifying
the Company that the appeals hearing in relation to a notification
received on Dec. 19, 2012, from Nasdaq that the Company's stock
would be delisted from The Nasdaq Global Market, was cancelled
because the Company meets the market value of publicly held shares
and all other applicable requirements for initial listing on the
Capital Market (except for the minimum bid requirement).  FreeSeas
has until June 17, 2013, to regain compliance with the minimum bid
price rule and the Company's stock will continue to be listed and
traded on Nasdaq.

The Company recently completed a reverse stock split of the
Company's issued and outstanding common stock at a ratio of one
new share for every 10 shares currently outstanding.  Beginning on
Feb. 14, 2013, FreeSeas' common stock began trading under the
ticker symbol "FREED", and will continue to trade under this
symbol for a period of 20 days to provide notice of the reverse
stock split.  After this period, the symbol will revert to "FREE."
The Company believes that as a result of the reverse stock split,
the Company's common stock will continue to trade over $1.00 per
share, which will allow the Company to regain compliance with
Nasdaq.

Additional information can be found at http://is.gd/En1OeH

                  90,000 Shares Issued to Hanover

On Feb. 13, 2013, the Supreme Court of the State of New York,
County of New York, entered an order approving, among other
things, the fairness of the terms and conditions of an exchange
pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended, in accordance with a stipulation of settlement between
FreeSeas Inc., a corporation organized and existing under the laws
of the Republic of the Marshall Islands, and Hanover Holdings I,
LLC, a New York limited liability company, in the matter entitled
Hanover Holdings I, LLC v. FreeSeas Inc., Case No. 150802/2013.
Hanover commenced the Action against the Company on Jan. 28, 2013,
to recover an aggregate of $740,651 of past-due accounts payable
of the Company, plus fees and costs.  The Settlement Agreement
became effective and binding upon the Company and Hanover upon
execution of the Order by the Court on Feb. 13, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on Feb. 13, 2013, the Company issued and delivered to
Hanover 1,850,000 shares of the Company's common stock, $0.001 par
value.  The Initial Settlement Shares were issued to Hanover prior
to the effective time of a 1-for-10 reverse stock split of the
Common Stock, which became effective at 8:00 a.m., New York time,
on Feb. 14, 2013.  As previously reported by the Company, as a
result of the Reverse Stock Split, every 10 shares of Common Stock
was combined and reclassified into one share of Common Stock.
Accordingly, as a result of the Reverse Stock Split, the Initial
Settlement Shares were subsequently combined and reclassified into
185,000 shares of Common Stock, and references below to the
Initial Settlement Shares and the Additional Settlement Shares
will give effect to the Reverse Stock Split.

Hanover demonstrated to the Company's satisfaction that it was
entitled to receive 90,000 Additional Settlement Shares and that
the issuance of those Additional Settlement Shares to Hanover
would not result in Hanover exceeding the beneficial ownership
limitation set forth above.  Accordingly, on Feb. 19, 2013, the
Company issued and delivered to Hanover 90,000 Additional
Settlement Shares pursuant to the terms of the Settlement
Agreement approved by the Order.

                         About FreeSeas Inc.

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

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

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

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


FTLL ROBOVAULT: Creditor FARG Withdraws Bid to Convert Case
-----------------------------------------------------------
Florida Asset Resolution Group, LLC notified the U.S. Bankruptcy
Court for the Southern District of Florida that it has withdrawn
the motion to dismiss or convert the Chapter 11 case of FTLL
Robovault, LLC, to one under Chapter 7 of the Bankruptcy Code.
FARG acts as successor in interest to BankAtlantic, a savings
bank, a secured creditor and party in interest.

                       About FTLL RoboVault

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Developer Marvin Chaney signed
Chapter 11 petitions for Robo Vault and affiliate Off Broward
Storage.  The companies own modern storage warehouses in Fort
Lauderdale.  The Debtor disclosed $15,289,150 in assets and
$23,934,952 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Southern District of Florida that until further notice, it
will not appoint a committee of creditors pursuant to Section 1102
of the Bankruptcy Code.

Bankruptcy Judge Raymond B. Ray initially presided over the case.
On Nov. 19, the case was transferred to Judge John K. Olson.

Lawrence B. Wrenn, Esq., served as the Debtor's counsel.  In
November, Donald F. Walton, the U.S. Trustee for Region 21, sought
and obtained approval from the U.S. Bankruptcy Court to appoint
Barry E. Mukamal as Chapter 11 trustee.  Following the Chapter 11
Trustee's appointment, Mr. Wren voluntarily dismissed himself in
the Debtor's bankruptcy case.


FULLCIRCLE REGISTRY: Incurs $370K  Net Loss in 2012
---------------------------------------------------
FullCircle Registry, Inc., filed on March 29, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

Rodefer Moss & Co., PLLC, in New Albany, Indiana, expressed
substantial doubt about FullCircle Registry's ability to continue
as a going concern, citing the Company's recurring losses from
operations and net working capital deficiency.

The Company reported a net loss of $369,784 on $1.9 million of
revenues in 2012, compared with a net loss of $570,302 on
$1.3 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $6.1 million
in total assets, $6.2 million in total liabilities, and a
stockholders' deficit of $68,303.

A copy of the Form 10-K is available at http://is.gd/lkSErB

Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the
acquisition of small profitable businesses.   FullCircle Registry,
Inc., has become a holding company with three subsidiaries.  They
are FullCircle Entertainment, Inc., FullCircle Insurance Agency,
Inc. and FullCircle Prescription Services, Inc.  Target companies
for future acquisition are those in search of exit plans for the
owners and are intended to continue autonomous operations as
current ownership is phased out over a period of 3-5 years.


GARY PHILLIPS: US Trustee & Regions Bank Object to Plan
-------------------------------------------------------
The U.S. Trustee and Regions Bank, a secured creditor, object to
the confirmation of Gary Phillips Construction, LLC's Second
Amended Plan of Reorganization because it is unfeasible.

Regions Bank complains that the Debtor's math in the Plan is in
error. Regions Bank points out that the Debtor acknowledges that
it owes Regions Bank over $900,000 on an unsecured claim, and
proposes to pay that amount in Class III; however, the Debtor then
states that Class III "creditors are owed approximately $730,269."
Moreover, the Bank alleges that the Plan has not been proposed in
good faith and is not fair and equitable.

The U.S. Trustee complains that the proposed treatment of
unsecured creditors lend itself to abuse due to the lack of effort
to define "net profit." The unsecured creditors are entitled to
50% of the Debtor?s net profits every six months but net profit is
defined simply as "revenues less operating expenses," the U.S.
Trustee notes.  Moreover, the Plan, according to the U.S. Trustee,
remains unclear with regard to the exact amount of additional
monthly Plan payments, which be required of the Debtor.

The Second Amended Plan proposes to pay unsecured non-insider
creditors that are owed more than $10,000 50% of the net profit of
the Debtor for five years immediately following the confirmation
date of the plan.

Should 50% of the Debtor's net profit be greater than $10,000 for
the first six months of the plan, the Debtor will send a check to
each member of the class in a prorata amount to its claim. Should
50% of the Debtor's net profit for the six month period be less
than $10,000.00, instead of distributing said funds, the Debtor
will place them in a segregated interest bearing account until the
next six month accounting period and distribute the funds only
when they exceed $10,000.

Other unsecured non-insider creditors that are owed less than
$10,000 will receive 20% of its claim, not to exceed $2,000,
within 360 days of the date of confirmation.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  The Debtor tapped Wayne Turbyfield as
accountant.  The Debtor tapped the law firm of Bearfield &
Associates as special counsel.  The Court denied the application
to employ Crye-Leike Realtors as realtor.  In its schedules, the
Debtor disclosed $13,255,698 in assets and $7,614,399 in
liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GASCO ENERGY: Gets NYSE MKT Delisting Notice Due to Non-Compliance
------------------------------------------------------------------
Gasco Energy, Inc. on April 2 disclosed that on March 27, 2013,
the Company received notice from the NYSE MKT LLC indicating that
after a careful review of the plan submitted by the Company to
regain compliance with the Exchange's continued listing standards
and publicly available information, the Exchange has determined
that the Company has not made a reasonable demonstration of its
ability to regain compliance with Section 1003(a)(iv) of the
Company Guide by June 30, 2013 and that the Exchange intends to
initiate delisting proceedings against the Company by filing a
delisting application with the Securities and Exchange Commission
pursuant to Section 1009(d) of the NYSE MKT LLC Company Guide.  In
the notice, the Exchange also notified the Company that in
accordance with Sections 1203 and 1009(d) of the Company Guide,
the Company has a limited right to appeal the Exchange's
determination by requesting an oral hearing or a hearing based on
a written submission before the Exchange's Listing Qualifications
Panel.

The Company intends to appeal the Exchange's determination by
requesting an oral hearing before the Panel.  However, there can
be no assurance that the Company will be successful in its appeal
and that the Company's request for continued listing will be
granted.

As previously disclosed in a Current Report on Form 8-K filed
December 12, 2012, the Company received notice from the Exchange
on December 6, 2012 indicating that the Company did not satisfy
the continued listing standards of the Exchange set forth in
Section 1003(f)(v) of the Company Guide because the Company's
common stock had traded at a low price per share for a substantial
period of time.  In the notice, the Exchange predicated the
Company's continued listing on the Exchange on the Company
effecting a reverse stock split of its common stock by June 6,
2013.  Further, as previously disclosed in a Current Report on
Form 8-K filed January 17, 2013, the Company received notice from
the Exchange on January 11, 2013 indicating that the Company did
not satisfy the continued listing standards of the Exchange set
forth in Section 1003(a)(iv) of the Company Guide, which applies
if a listed company has sustained losses which are so substantial
in relation to its overall operations or its existing financial
resources, or its financial condition has become so impaired that
it appears questionable, in the opinion of the Exchange, as to
whether such company will be able to continue operations and/or
meet its obligations as they mature.  In order to maintain its
listing, the Company was required to submit a plan of compliance
addressing how it intended to regain compliance with Section
1003(a)(iv) of the Company Guide by June 30, 2013.  The Company
provided the Exchange with a Plan on February 11, 2013.

                         About Gasco Energy

Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin.  Gasco's principal business is the
acquisition of leasehold interests in petroleum and natural gas
rights, either directly or indirectly, and the exploitation and
development of properties subject to these leases.  Gasco focuses
its drilling efforts in the Riverbend Project located in the Uinta
Basin of northeastern Utah, targeting the oil-bearing Green River
Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk,
Mancos, Dakota and Morrison formations.


GGW BRANDS: Girls Gone Wild Tries to Block Ch. 11 Trustee
---------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the bankrupt
company behind the risque "Girls Gone Wild" videos said that if a
California bankruptcy court appoints a Chapter 11 trustee, as
creditors want, the brand's founder will pull his image from the
product line in a move that would spell "economic death" for the
firm.

The report related that Girls Gone Wild Brands LLC, which is best
known for producing sex- and alcohol-soaked videos about the
spring break exploits of college students, filed for bankruptcy
Feb. 27 after enduring the double shot of two major lawsuits.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition on
February 27, 2013, at the U.S. Bankruptcy Court Central District
of California (Los Angeles).  The case is assigned Bankruptcy Case
No. 13-15130.  Judge Sandra R. Klein oversees the case.

The company is represented by the Law Offices of Robert M. Yaspan.

The company disclosed $0 to $50,000 in estimated assets and
$10,000,001 to $50,000,000 in estimated liabilities in its
petition.


GMX RESOURCES: 2012 Year-End Reserves; Oil and Gas Hedge Update
---------------------------------------------------------------
GMX Resources Inc. issued a press release announcing certain
information regarding its 2012 year end reserves, its hedging
portfolio and its liquidity.

The Company's year-end 2012 reserve estimates were prepared by
DeGolyer and McNaughton, an independent reserve engineering firm.
Total estimated proved reserves were 35.6 million BOE.

Based on these estimated proved reserves, the following reserve
changes are reflected in the report:

Bakken PDP Growth vs. 2011

   * PDP reserves of 1.7 MMBOE, up 430%; PDP PV-10 of $38.7
     million, up 295%

Bakken PUD Growth vs. 2011

   * 2012 PUD reserves of 7.1 MMBOE, up 1,321%

   * 2012 PUD PV-10 of $50.4 million, up 1020%

   * 21.5 net Bakken PUDs in 2012 vs. 1.85 in 2011

Bakken Total Proved Growth vs. 2011

   * 2012 total proved reserves of 8.9 MMBOE, up 971%

   * Bakken 2012 total PV-10 of $89.1 million, up 523%

Using SEC pricing, Haynesville/Bossier ("H/B") PUD wells reflect a
negative PV-10 value of -$48 million, and the PV-10 value for the
Company's proved reserves without the H/B PUD wells is
$128.4 million compared to the total proved reserved reported of
$80.1 million. Using current NYMEX natural gas strip prices, the
Haynesville/Bossier PV-10 would increase by approximately $110
million, and total PV-10 would increase to $194.6 million.  The
majority of the Company's Cotton Valley Sands/Other reserves were
sold in the fourth quarter of 2012.

The Company's current strategy is to use swaps and costless
collars to protect the cash flow from its proved developed
production, and use puts and put spreads to establish floors for
its proved undeveloped production.  As the Company brings on new
wells, it plans to increase its hedges, establish floors and
protect revenues.

The Company's available cash at year-end 2012 was $46.0 million
and includes $16.8 million reserved and paid in connection with
the maturity of the Company's 5% Convertible Senior Notes due in
February 2013.  The Company has recently sought indications of
interest for certain debt and equity liquidity alternatives, but
not received sufficient support for all of its liquidity needs or
plans.  The Company is continuing to explore and evaluate options
for its capital needs, as well as continuing to evaluate and
finalize its 2013 budget for capital expenditures based on its
available liquidity.  In connection with its evaluation, the
Company plans to retain a financial advisor to assist the Board
and senior management in its ongoing exploration of a variety of
financing alternatives, including a potential restructuring of the
Company's balance sheet in light of its current liquidity and cash
needs.

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

                        http://is.gd/fXVK0Y

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets, $467.64 million in total liabilities and
a $124.49 million total deficit.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-bk-11456) on April 1 so secured lenders can
buy the business in exchange for $324.3 million in first-lien
notes.

GMX missed a payment due in March 2013 on $51.5 million in second-
lien notes.  Other principal liabilities include $48.3 million in
unsecured convertible senior notes.


HAMPTON CAPITAL: Court Okays Hiring of Northen Blue as Counsel
--------------------------------------------------------------
Hampton Capital Partners, LLC, obtained Bankruptcy Court approval
to hire John A. Northen, Esq., and the firm of Northen Blue, LLP,
as attorneys.

The Troubled Company Reporter reported on Jan. 11, 2013, that the
firm received an initial retainer from the Debtor in the amount of
$50,000, of which $49,463 has been expended in payment of
prepetition services and expenses.  The unexpended balance of
the retainer is held by Bankruptcy Counsel as security for
postpetition fees and expenses as may be allowed by the Court.

The firm represents no other entity in connection with the case,
represents or holds no interest adverse to the interest of the
estate with respect to the matters on which it is to be employed,
and is disinterested as that term is defined in 11 U.S.C. Sec.
101(14).

                  About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.

Northen Blue, LLP, serves as counsel to the Debtor.  Getzler
Henrich & Associates LLC is the financial consultant.


HAMPTON CAPITAL: Committee Taps Lowenstein, Wilson as Attorneys
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Hampton Capital Partners LLC seeks court
permission to retain Lowenstein Sandler LLP as its counsel and
Wilson and Ratledge PLLC as its North Carolina counsel.

Both firms are expected to:

   a. provide 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. assist the Committee in negotiating favorable terms for
      unsecured creditors with respect to any proposed asset
      purchase agreement for the sale of some or all of the
      Debtor's assets;

   c. provide legal advice as necessary with respect to any
      disclosure statement and/or plan filed and with respect to
      the process for approving or disapproving that disclosure
      statement and/or confirming or denying confirmation of that
      plan;

   d. prepare on behalf of the Committee, as necessary,
      applications, motions, complaints, answers, orders,
      agreements, memoranda of law, and other legal papers;

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

   f. review the Debtor's schedules and statements;

   g. advise the Committee as to the ramifications regarding the
      Debtor's activities and motions before the Court;

   h. provide the Committee with legal advice in relation to the
      cases; and

   i. perform other legal services as may be required and that are
      in the best interests of the Committee and creditors.

The firms will take care not to duplicate their services.

Lowenstein Sandler's hourly rates are:

      Partners                         $475 - $945
      Senior Counsel and Counsel       $385 - $685
      Associates                       $260 - $495
      Paralegals and Assistants        $155 - $260

Wilson & Ratledge's hourly rates are:

      Partners                         $350 - $395
      Associates                       $225
      Paralegals and Assistants         $75 - $100

To the best of the Committee's knowledge, both firms are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                  About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.

Northen Blue, LLP, serves as counsel to the Debtor.  Getzler
Henrich & Associates LLC is the financial consultant.

Five creditors have been appointed to serve on the Official
Committee of Unsecured Creditors of Hampton Capital Partners LLC.


HAMPTON CAPITAL: Panel Hires BDO Consulting as Financial Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Hampton Capital Partners LLC seeks court
permission to retain BDO Consulting, a division of BDO USA LLP, as
financial advisors.

BDO is expected to:

   (a) analyze the financial operations of the Debtor, as
       necessary;

   (b) analyze the financial ramifications of any proposed
       transactions for which the Debtor seeks Bankruptcy Court
       approval including, but not limited to, post-petition
       financing, sale of all or a portion of the Debtor's assest,
       or rejection of leases and/or executor contracts;

   (c) conduct financial analysis including verifying the material
       assets and liabilities fo the Debtor, as necessary, and
       their values;

   (d) assist the Committee in its review of monthly statements of
       operations submitted by the Debtor;

   (e) perform claims analysis for the Committee;

   (f) assist the Committee in its evaluation of cash flow and/or
       other projections prepared by the Debtor;

   (g) scrutinize cash disbursement on an on-going basis for the
       period subsequent to the commencement of the bankruptcy
       filing;

   (h) perform forensic investigating services, as requested by
       the Committee and counsel, regarding pre-petition
       activities of the Debtor in order to identify potential
       causes of action, including investigating intercompany
       transfer, improvements in position, preferential and
       fraudulent transfers;

   (i) analyze transactions with insiders, related and/or
       affiliated companies;

   (j) analyze transactions with the Debtor's financing
       institutions;

   (k) attend meetings of creditors and conferences with
       representatives of the creditor groups and their counsel
       and/or meetings with Debtor and its representatives;

   (l) assist the Committee in its review of the financial aspects
       of a plan of liquidation submitted by the Debtor and
       perform any related analyses, specifically including
       liquidation analyses and feasibility analyses and evaluate
       best exit strategy;

   (m) assist counsel in preparing for any depositions and
       testimony, as well as prepare for and provide expert
       testimony at depositions and court hearings, as requested;
       and

   (n) perform other necessary services as the Committee or the
       Committee's counsel may request from time to time with
       respect to the financial, business and economic issues that
       may arise.

The firm's hourly billing rates are:

     Partners/Managing Directors                  $475 - $795
     Directors/Sr. Managers/Sr. Vice-Presidents   $375 - $550
     Managers/Vice-Presidents                     $325 - $425
     Seniors/Analysts                             $200 - $350
     Staff                                        $150 - $225

BDO attests it does not have an interest materially adverse to the
interest of the estate or of any class of creditors or equity
security holders.

                  About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.

Northen Blue, LLP, serves as counsel to the Debtor.  Getzler
Henrich & Associates LLC is the financial consultant.

Five creditors have been appointed to serve on the Official
Committee of Unsecured Creditors of Hampton Capital Partners LLC.


HAYDEL PROPERTIES: April 18 Hearing on Revised Plan Outline
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
will convene a hearing on April 18, at 2 p.m. to consider approval
of the disclosure statement explaining Haydel Properties, LP's
proposed Chapter 11 plan.

In February, the Debtor amended the disclosure statement in
February to resolve objections filed by BancorpSouth Bank,
Community Bank, People's Bank, and BancorpSouth Mortgage.

The Plan was conceived by management of the Company as an
alternative to the more drastic measures available for
restructuring its debt, as total liquidation of its equipment and
properties.  The Debtor will continue to operate the rental
business and continue to market numerous parcels of real property.
A part of the Debtor's plan to reorganize is the intent to sell a
number of parcels of real property owned by the Debtor.
Currently, the Debtor has entered into a listing agreement with
Jonathan Bell of Cameron Bell Properties and Coldwell Banker
Aphonso Realty to lease or sell multiple parcels of real property.

The Debtor submits that there are sufficient funds to make the
repairs on the downtown Gulfport building and repairs to a parcel
on Eisenhower Drive.  The Debtor believes that the Plan is
feasible.  If there be unexpected expenses and there be a
shortfall in income, the equity security holders will make capital
contributions to cover any shortfall.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/HAYDEL_PROPERTIES_ds_1amended.pdf

                 Dismissal or Conversion Denied

The U.S. Bankruptcy Court for the Southern District of Mississippi
denied without prejudice a second motion by the U.S. Trustee to
dismiss or convert the Chapter 11 case of Haydel Properties.

Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, in its
motion, stated that the case has been pending for over one year
and the Debtor has been unable to get a disclosure statement
approved.

The Debtor, in response to the motion said that it has a complex
case due to its various real estate assets, and it required
additional time to prepare an amended Disclosure Statement and
formulate a Chapter 11 Plan.

                   About Haydel Properties LP

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.


HAYDEL PROPERTIES: Court OKs Kenneth Jones as Real Estate Broker
----------------------------------------------------------------
Haydel Properties, LP, obtained authorization from the U.S.
Bankruptcy Court for the Southern District of Mississippi to
employ Kenneth Jones as real estate broker.

The Troubled Company Reporter reported on Dec. 26, 2012, Kenneth
Jones will, among other things, list for sale, market and sell
real property of the Debtor so that the proceeds may be used to
reorganize the debts.  The Debtor will pay Kenneth Jones 8% of the
gross sale price of each property sold, after the sale is approved
by the Court.

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

                      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.


HEALTH DISCOVERY: Recurring Losses Cue Going Concern Doubt
----------------------------------------------------------
Health Discovery Corporation filed on March 29, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

Hancock Askew & Co., LLP, in Savannah, Georgia, expressed
substantial doubt about Health Discovery's ability to continue as
a going concern, citing the Company's recurring losses from
operations.

The Company reported a net loss of $440,737 on $1.6 million of
revenues in 2012, compared with a net loss of $2.5 million on
$118,954 of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.6 million
in total assets, $2.9 million in total liabilities, and
stockholders' equity of $735,787.

A copy of the Form 10-K is available at http://is.gd/6E6Yfs

Hanson, Massachusetts-based Health Discovery Corporation is a
pattern recognition company that uses advanced mathematical
techniques to analyze large amounts of data to uncover patterns
that might otherwise be undetectable.  The Company operates
primarily in the field of molecular diagnostics where such tools
are critical to scientific discovery.  The terms artificial
intelligence and machine learning are sometimes used to describe
pattern recognition tools.


HECLA MINING: Moody's Gives B1 CFR & Rates Sr. Unsecured Notes B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
and B1-PD probability of default rating to Hecla Mining Company.

At the same time, Moody's assigned a B2 rating to the company's
proposed offering of senior unsecured notes due April 2021 and an
SGL-2 Speculative Grade Liquidity Rating. The outlook is stable.

Proceeds from the offering will be used to partially finance
Hecla's approximately CAD790 million acquisition of Aurizon Mines
Ltd. in a transaction that will also be funded with Hecla's stock
and cash balances.

Assignments:

Issuer: Hecla Mining Company

Corporate Family Rating, Assigned B1

Probability of Default Rating, Assigned B1-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Senior Unsecured Regular Bond/Debenture, Assigned B2, LGD4, 58%

Outlook Actions:

Issuer: Hecla Mining Company

Outlook, Stable

Ratings Rationale:

Hecla's B1 Corporate Family Rating incorporates the company's
relatively modest size, operating and development cost inflation
exposure and substantial near-term investment requirements to grow
and diversify the company's production profile and access higher
ore grades. Major near-term investments include the construction
of a new shaft at the Lucky Friday mine and the Aurizon
acquisition. While Moody's recognizes the importance of these
investment requirements to Hecla's future operations, it
anticipates that internal funding for capital spending, cost
inflation and metal price volatility, could pressure free cash
flow. The rating also considers the execution risks associated
with undertaking an acquisition that is large relative to the
company's size and exposes the company's financial performance to
unpredictable gold price movements. Hecla's exposure to metal
price volatility is also a consideration in the rating.

Against these constraints, the rating reflects Hecla's portfolio
of currently operating high quality assets that are located in
politically stable regions and its anticipated diversification
into gold production as an addition to its silver business,
although silver will continue to be a dominant revenue and
earnings driver. Furthermore, the rating acknowledges the current
strength in metal prices (approximately $32/oz average silver
realized price in fiscal 2012) which Moody's expect to continue
over the next 12 to 18 months, thereby allowing the company to
generate solid earnings and operating cash flow and provide better
support to investment requirements in the near term.

Hecla's SGL-2 speculative grade liquidity rating reflects the
company's good liquidity position. Moody's believes that the
company will generate positive operating cash flows over the next
12 to 18 months, which together with cash on hand (approximately
$191 million at December 31, 2012) and proceeds from the debt
issuance should fund higher capital expenditures, the Aurizon
acquisition and working capital requirements although additional
funding would likely be necessary should silver and gold prices
move and remain below roughly $20/oz and $1,200/oz, respectively.

Hecla's external liquidity sources consist of a recently-amended
$100 million senior secured revolving credit facility expiring in
August 2015. Moody's believes that the revolver will remain
undrawn over the next four quarters. The company is required to
satisfy financial maintenance covenants under the credit facility,
including a maximum secured leverage ratio of 2.5 times, maximum
leverage ratio of 4.5 times (stepping down to 4.0 times on March
31, 2014), minimum interest coverage ratio of 3.0 times as well as
a minimum net worth test. Moody's expects that the company will
comply with its covenants in the next four quarters with ample
cushion.

Under Moody's Loss Given Default (LGD) methodology, the B2 rating
on the unsecured notes reflects their lower position in the
liability waterfall to the revolving credit facility and priority
accounts payables. Both the revolver and unsecured notes are
guaranteed by certain of the company's U.S. subsidiaries.

The stable outlook reflects Moody's expectation that silver and
gold prices will continue at strong levels over the next 12 to 18
months, which will enhance internal cash flow generation to
support capital investment requirements. The outlook also
anticipates the return of the Lucky Friday mine to normal
production levels and the successful execution of the Aurizon
acquisition.

Upward movement in the rating is unlikely over the next 12 to 18
months given Hecla's substantial near-term capital spending plans,
ongoing efforts to return Lucky Friday to normal production
levels, the need to complete the new shaft at Lucky Friday to
extend the mine's life and expand production, and risks associated
with the execution and integration of Aurizon.

Downward rating pressure could develop should silver and gold
prices deteriorate sharply, the Lucky Friday project be
significantly delayed or experience material cost overruns, the
company encounter problems with Aurizon's integration, or
operational issues develop at any of the producing mines that
would have negatively impacted financial performance.
Quantitatively, downward pressure could develop should debt-to-
EBITDA exceed 4 times on a sustainable basis, operating cash flow
less dividends-to-debt be less than 15% or the company's liquidity
position materially contract.

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

Headquartered in Coeur d'Alene, Idaho, Hecla Mining Company is
primarily a silver producer with two operating mines -- Greens
Creek in Alaska and Lucky Friday in Idaho -- and several other
exploration and pre-development properties. The company also
produces gold, lead and zinc as by-products. On March 4, 2013,
Hecla announced its agreement to acquire Aurizon Mines Ltd. for
approximately CAD790 million. Aurizon is a Canadian-based gold
producer with a single operating mine, Casa Berardi, as well as a
development project, Joanna, both in Quebec. For the fiscal year
ending December 31, 2012, Hecla produced approximately 6.4 million
ounces of silver and generated $321 million in revenues while
Aurizon produced 137,000 ounces of gold and generated CAD223.6
million in revenues.


HEMCON MEDICAL: Can Continue Cash Collateral Use Until April 30
---------------------------------------------------------------
The Hon. Elizabeth Perris of the U.S. Bankruptcy Court for the
District of Oregon authorized, in a 10th interim order, HemCon
Medical Technologies, Inc., to use cash collateral of Bank of
America, N.A., as administrative agent for the lenders of the
Debtor, until April 30, 2013.

A continued hearing on use of cash collateral is scheduled to be
held on April 29, 2013 at 9:30 a.m.

The Debtor and the Bank are parties to various loan agreements,
security agreements, financing statements, and interest rate swap
agreements, and all amendments thereto, pursuant to which the Bank
asserts it holds security interests and liens in the personal
property of Debtor.  On the Petition Date, the Debtor's
obligations to the Bank totaled approximately $22.6 million.

Without use of the Bank's Cash Collateral, the Debtor is without
sufficient funds to support its continuing operations.  The Debtor
will use the cash collateral to pay its continued operating
expenses.  A copy of the budget is available for free at:

                       http://is.gd/8WMBqd

As adequate protection, BofA is granted liens and security
interests upon all existing and after-acquired property of the
estate.

To the extent the security interests prove to be inadequate, the
Bank will, pursuant to 11 U.S.C. Section 507(b), be entitled to an
administrative expense claim under Sections 503(b) and 507(a)(2).

                 About HemCon Medical Technologies

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

The bankruptcy filing comes after an en banc decision by the U.S.
Court of Appeals for the Federal Circuit on March 15, 2012, which
affirmed an award of $34.2 million in damages to Marine Polymer
Technologies Inc. in a patent infringement case initiated in 2006.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings.

Judge Elizabeth L. Perris presides over the case.  Attorneys at
Tonkon Torp LLP represent the Debtor.  The petition was signed by
Nick Hart, CFO.

The Official Committee of Unsecured Creditors appointed Marine
Polymer as its chair.


HILLTOP FARMS: Plan Filing Exclusivity Expires May 2
----------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota in
February entered an order extending Hilltop Farms, LLC's exclusive
periods to file the proposed Chapter 11 Plan until May 2, 2013,
and to solicit acceptances for that Plan until July 1,
respectively.  The Debtor explained that it needed an extension of
time to determine several pending issues.

                     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.


HOLLYWOOD THEATERS: Debt Payment Cues Moody's to Withdraw Ratings
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Hollywood
Theaters, Inc. following the redemption of all rated debt.

The following ratings and outlook were withdrawn:

Corporate Family Rating, previously Caa1

Probability of Default Rating, previously Caa1- PD

$157 million Senior Secured Notes due June 2013, previously Caa1,
LGD3,49%

Outlook, previously Stable

Ratings 8Rationale:

On April 1, 2013, Regal Entertainment Group (Regal, B1, Stable)
completed its acquisition of Hollywood Theaters, Inc. for $191
million in cash and repaid Hollywood's bonds. All ratings of
Hollywood have been withdrawn since the company has no rated debt
outstanding.

Regal Entertainment Group operates 6,858 screens in 537 locations
in 38 states and the District of Columbia as of March 28, 2013,
primarily in mid-sized metropolitan markets and suburban growth
areas of larger metropolitan markets throughout the U.S. The
company maintains its headquarters in Knoxville, Tennessee, and
its revenue for 2012 was approximately $2.8 billion.

Headquartered in Portland, Oregon, Hollywood Theaters, Inc.
operates approximately 46 theaters and 530 screens primarily
located in the continental United States and in Hawaii and the
Pacific Islands. Annual revenue was approximately $150 million.


IFM (US): Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------
Fitch Ratings has affirmed IFM (US) Colonial Pipeline 2 LLC's
Issuer Default Rating (IDR) at 'BB+' and its senior secured notes
at 'BBB-'. The notes are secured by a first priority security
interest in a debt service reserve account which holds cash, the
receipt account which holds cash received from Colonial Pipeline
LLC (Colonial), all shares of Colonial, and all interests in
Colonial Ventures (which does not have material assets).

The Outlook remains Stable. The rating action affects $250 million
of long-term debt.

KEY RATINGS DRIVERS

Key rating factors include the following concerns:

-- Cash flow concentration from a non-controlling, minority
    interest in Colonial;

-- Colonial's single-asset business, which exposes Colonial --
    and the dividends it pays its owners -- to concentrated
    regulatory, economic, and operating risk.

These concerns are mitigated by the following strengths:

-- Colonial's stable, FERC-regulated operations that provide
    robust cash flows and relatively predictable dividends to its
    owners;

-- Colonial's strong market position as the largest refined
    liquid petroleum products pipeline in the U.S. and the lowest
    cost method of moving refined product from the Gulf Coast to
    the Northeast;

-- A debt service reserve account which currently holds six
    months of cash to service the secured IFM Colonial notes.

Minority Interest in Colonial:

The primary rating concern for IFM Colonial is that its sole
source of cash flow is quarterly dividend payments from a non-
controlling, minority interest in Colonial. Each of Colonial's
five owners is entitled to appoint one of the five directors to
Colonial's board, so each shareholder (including IFM Colonial) has
limited individual control in determining the dividend and
operating policies of Colonial.

At a 15.8% ownership stake, IFM Colonial has the lowest equity
interest of the five companies that own Colonial. Some of this
concern is lessened, though, by a supermajority requirement of 75%
shareholder vote for asset sales and the issuance of debt greater
than one year. In addition, shareholders have the right of first
refusal on any stock sales.

IFM Colonial's limited control of Colonial is further balanced by
the nature of Colonial's other owners, which are either long-term
investment companies or subsidiaries of major oil & gas companies.
These companies and their ownership interest in Colonial are as
follows:

-- Koch Capital Investments Co. LLC (28.09%);
-- KKR-Keats Pipeline Investors LP (23.44%);
-- Caisse de depot et placement du Quebec (16.55%);
-- Shell Pipeline Co. LP (16.12%);
-- IFM Colonial (15.8%).

Single-Asset Entity:
Colonial is a single-asset pipeline company, which exposes it to a
greater amount of regulatory, economic, and operating risk than a
company with multiple assets. A risk factor that weighs on the
financial performance of Colonial pipeline would not be able to be
mitigated by potentially better performance at another asset's
operations.

Relatively Predictable Dividends:
Despite these concerns, Colonial's FERC-regulated tariffs and high
utilization rates have generated robust cash flows. EBITDA margins
have averaged over 59.5% the past four years. Capex did ramp up in
2012 and is expected to again in 2013 as the pipeline pursues
growth opportunities. Overall, management has prudently managed
the balance sheet and dividends. Between 2009 and 2012, dividends
have been in the range of $289 million and $341 million.

Fitch expects Colonial's financial profile to remain solid over
the next few years and enable Colonial to continue the payment of
relatively predictable quarterly dividends.

Strong Market Position:
IFM Colonial benefits from Colonial pipeline's key position as the
leading shipper of refined liquid petroleum products in the
Southeast, Mid-Atlantic, and Northeast. Refinery closures on the
East coast should enable Colonial Pipeline to maintain its
competitive position.

Debt Service Reserve Account:
The secured notes have a debt service reserve account, which holds
cash to meet at least the next six months of interest expense
payments. Currently, the account has cash for six months of debt
service ($8 million) since the debt service coverage ratio is
above 2.0x. The account's reserves would increase to meet at least
the next 12 months and 24 months of interest expense if IFM
Colonial's interest coverage ratio drops below 2.0 times (x) and
1.25x, respectively. Fitch expects IFM Colonial's interest
coverage ratio to remain well above 2.0x for the next few years.

Liquidity:
In addition to having $8 million of cash in the debt service
reserve account, IFM Colonial also had $30 million in unrestricted
cash on the balance sheet as of yearend 2012. IFM Colonial has no
other forms of liquidity. There are no debt maturities until the
$250 million of secured notes come due in 2021. Fitch believes
there is adequate liquidity until the notes are due.

Company Description:
IFM Colonial is a holding company whose primary asset is a 15.8%
direct ownership interest in Colonial and Colonial Ventures,
L.L.C. (Ventures). In terms of barrel-miles, Colonial owns and
operates the largest refined liquid petroleum products pipeline in
the U.S., stretching over 5,500 miles and serving customers in 13
states and the District of Columbia along the East Coast. Ventures
is a dormant entity with no material assets. IFM Colonial is an
indirect wholly-owned subsidiary of Codan Trust Company Limited
and affiliated with an Australian investment management company
that manages pension funds.

RATING SENSITIVIES

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

-- Positive rating action is not viewed as likely given the
    structure of the issuer which limits the current rating.

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

-- Changes in the structure of IFM Colonial that result in a
    weakened credit profile;

-- Significant operational issues at Colonial which reduce cash
    available for shareholders;

-- Reduced dividends from Colonial which would reduce the debt
    service coverage ratio;

-- Debt service coverage below 2.0x for a sustained period of
    time.


IN PLAY MEMBERSHIP: Amends List of Top Unsecured Creditors
----------------------------------------------------------
In Play Membership Golf, Inc.'s previous creditors list only
identified one unsecured creditor, Heckenbach Thompson, owed $40.
The Debtor submitted an amended list that identifies the top 20
unsecured creditors.

Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
Simplot Partners                                  $30,000
4195 Oneida St.
Denver, CO 80216-6602

Maya Water
C/O Carruth Properties                            $20,000
10789 Brandford Rd., Ste. 205
Littleton, CO 80127-6406


Hamilton Linens                                    $5,604
1480 E 61st Ave.
Denver, CO 80216-1206

A copy of the creditors' list is available for free at:
http://bankrupt.com/misc/In_Play_CreditorsList.1.pdf

In Play Membership Golf, Inc., doing business as Deer Creek Golf
Club and Plum Creek Golf and Country Club, filed a Chapter 11
petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,
2013.  Jeffrey Weinman, Esq., at Weinman & Associates, P.C.,
serves as counsel to the Debtor.  The Debtor estimated assets and
liabilities of at least $10 million.

According to the docket, the Chapter 11 plan and disclosure
statement are due July 22, 2013.


IN PLAY MEMBERSHIP: Proposes Weinman & Associates as Counsel
------------------------------------------------------------
In Play Membership Golf, Inc., filed an application to employ
Weinman & Associates, P.C., as bankruptcy counsel to assist in,
among others, the preparation of statements and schedules, the
plan of reorganization and disclosure statement, and related
matters.  The firm has received a $10,000 from Stacey Hart, the
Debtor's principal.  The firm will bill at its customary rates:

                                        Hourly Rate
                                        -----------
     Jeffrey A. Weinman, Esq.              $450
     William A. Richey (Paralegal)         $200
     Lisa Barenberg (Paralegal)            $150

In Play Membership Golf, Inc., doing business as Deer Creek Golf
Club and Plum Creek Golf and Country Club, filed a Chapter 11
petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,
2013.  The Debtor estimated assets and liabilities of at least $10
million.

According to the docket, the Chapter 11 plan and disclosure
statement are due July 22, 2013.


IN PLAY MEMBERSHIP: Section 341(a) Meeting Scheduled for April 25
-----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of In Play
Membership Golf, Inc., will be held on April 25, 2013, at 2:00
p.m. at US Trustee Room C.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

In Play Membership Golf, Inc., filed a Chapter 11 petition (Bankr.
D. Col. Case No.13-14422) on March 22, 2013.  Stacey A. Hart
signed the petition as president.  The Debtor estimated assets and
debts of at least $10 million.  Judge Elizabeth E. Brown presides
over the case.  The Debtor is represented by Jeffrey Weinman,
Esq., at Weinman & Associates, P.C.


INFINITY ENERGY: Borrows $250,000 From Global Equity
----------------------------------------------------
Infinity Energy Resources, Inc., borrowed $250,000 under an
unsecured credit facility with Global Equity Funding, LLC, a
private, third-party lender.  The loan is represented by a
promissory note, bears interest at the rate of 8% per annum and is
payable interest and principal in full 60 days from the date of
issuance.  It may be prepaid without penalty at any time.  The
Note is subordinated to all existing and future senior
indebtedness.

The Company is using the loan proceeds for its Nicaraguan
Concessions and for working capital.

In connection with its loan, the Company granted the lender a
warrant exercisable to purchase 250,000 shares of its common stock
at an exercise price of $2.50 per share for a period of two years.
If the Company fails to pay the note on its maturity date, the
number of shares issuable under the Warrant increases to 2,500,000
and the exercise price drops to $.10 per share.

A copy of the 8% Promissory Note is available for free at:

                        http://is.gd/8EcNeU

                       About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.

Following the 2011 results, Ehrhardt Keefe Steiner & Hottman PC,
in Denver, Colorado, noted that the Company has suffered recurring
losses and has a significant working capital deficit, which raises
substantial doubt about its ability to continue as a going
concern.

The Company reported a net loss of $3.53 million in 2011, compared
with a net loss of $3.77 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $4.44
million in total assets, $6.61 million in total liabilities,
$12.13 million in redeemable, convertible preferred stock, and a
$14.30 million total stockholders' deficit.


INTEGRATED BIOPHARMA: Reports $817,000 Net Income in Dec. 31 Qtr.
-----------------------------------------------------------------
Integrated Biopharma, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $817,000 on $7.39 million of net sales for the three
months ended Dec. 31, 2012, as compared with a net loss of
$785,000 on $10.24 million of net sales for the same period a year
ago.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss of $155,000 on $15.87 million of net sales, as compared with
a net loss of $422,000 on $21.11 million of net sales for the same
period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $13.58
million in total assets, $24.12 million in total liabilities and a
$10.53 million total stockholder's deficiency.

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

                        http://is.gd/1JhfmJ

                    About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

The Company incurred a net loss of $2.71 million for the
year ended June 30, 2012, compared with a net loss of $2.28
million during the prior year.

"The Company has incurred recurring operating losses for six
consecutive years including an operating loss of $506 and a net
loss of $2.7 million for the year ended June 30, 2012.
Additionally, at June 30, 2011, and through the fourth quarter of
the fiscal year ended June 30, 2012, the Notes Payable in the
amount of $7.8 million, which matured on Nov. 15, 2009, were in
default and the Company's Original CD Note of $4.5 million, which
matured in February 2011, was also in default.  These factors
raised substantial doubt as to the Company's ability to continue
as a going concern at June 30, 2011, and through the third quarter
of the fiscal year ended June 30, 2012," the Company said in its
annual report for the year ended June 30, 2012.


INTELLICELL BIOSCIENCES: Gets Notice of Allowance for US Patent
---------------------------------------------------------------
IntelliCell BioSciences, Inc., received a notice of allowance
regarding its U.S. Patent Application Serial No. 13/323,030
entitled "Ultrasonic Cavitation of Adipose Tissue to Produce
Stromal Vascular Fraction Regenerative Cells."  The allowed claims
apply to IntelliCell's proprietary method for deriving blood
vessel originated vascular cells from adipose (fat) tissue by use
of ultrasonic cavitation.  This technology is an innovative
mechanical method for the separation of stromal vascular fraction
without the use of enzymes.  Ultrasonic cavitation is an
innovative mechanical method of separating SVFCs from fat tissue.
Vascular cells derived by IntelliCell's proprietary method are
potentially useful in bringing the promise of regenerative
medicine to many therapeutic and aesthetic procedures.

Steven Victor MD, Chairman and CEO of IntelliCell stated, "We are
very excited to receive this notice of allowance from the US
Patent Office.  We believe that this is a very significant
milestone for the Company and for the advancement of regenerative
medicine.  The fact that we can produce viable stromal vascular
fraction cells, the regenerative cells of the human body, without
resorting to the use of enzymes which have the potential to effect
fundamental change on the cells, is a significant step forward in
the potential uses of stromal vascular fraction cells for the
treatment of serious disease states and conditions.  This patent
and others in process will establish IntelliCell's position as a
leader in the industry focused on the minimal manipulation of
human tissues to be used for regenerative procedures.  We look
forward to announcing additional upcoming milestones in our
continuing mission to demonstrate the safety and efficacy of our
cellular treatments to the scientific, medical, and consumer
stakeholder communities under guidelines established by global
regulators."

Added Robert Sexauer, EVP of Clinical Development at IntelliCell;
"We are very pleased to announce the claim of allowances in our US
patent utilizing ultrasonic sound waves, used safely medically for
decades in multiple diagnostic and therapeutic purposes, to
enhance our goals in Regenerative Medicine.  The IntelliSonicsTM
process, developed by IntelliCell, of producing minimally
manipulated therapeutically active regenerative autologous (your
own) cells may make very important contributions in treating a
number of disease states where no cures are available today.  We
look forward to working with groups of multi-disciplinary
clinicians using this promising technology."

In light of the Company receiving notice from FINRA that it is now
quoted on the Over-the-Counter Bulletin Board and of the allowance
from the US Patent Office for U.S. Patent Application No.
13/323,030, Dr. Steven Victor, Chairman and CEO of Company, has
initiated the plan to fortify the executive team to meet the
challenges of building the best-of-breed regenerative medicine
company and assuring that the Company make optimal use of the
independent members of its Board of Directors.  In addition to the
previous appointments of experienced and independent public
company directors, the Company has created three committees with
approved charters: the Audit Committee chaired by Michael
Hershman; the Compensation Committee chaired by Leonard Mazur;
and, the Nominating and Governance Committee chaired by Myron
Holubiak.  Dr. Victor has asked the Nominating and Governance
Committee to initiate a search for senior management with public
company experience in the biotechnology field.  Dr. Victor and the
Board of Directors have also asked Mr. Mazur to serve as the
interim Chief Operating Officer.  Dr. Victor and Mr. Mazur will
work with the Chairman of the Audit Committee to have all material
financial decisions reviewed and approved by the Audit Committee.
The Company expects to have all key management positions filled in
the next four to six months.

                         Names Interim COO

On Feb. 14, 2013, the board of directors of Intellicell appointed
Leonard Mazur as interim chief operating officer of the Company,
effective immediately.  Mr. Mazur does not have any family
relationship with any director, executive officer or person
nominated or chosen by us to become a director or executive
officer.  There is no understanding or arrangement between Mr.
Mazur and any other person pursuant to which Mr. Mazur was
selected as an executive officer.

Mr. Mazur has been a member of the Company's Board of Directors
since June 3, 2011.  Since January 2008, Mr. Mazur has served as
co-founder and Vice Chairman of Akrimax Pharmaceuticals, LLC, a
privately held pharmaceutical company specializing in producing
cardiovascular and general pharmaceutical drugs.  Between January
2005 to May 2012, he served as Co-Founder and Chief Operating
Officer of Triax Pharmaceuticals LLC, a specialty pharmaceutical
company producing prescription dermatological drugs.  Prior to
joining Triax, he was the founder and, from 1995 to 2005, Chief
Executive Officer of Genesis Pharmaceutical, Inc., a
dermatological products company that marketed its products through
dermatologists' offices.  In addition, Mr. Mazur has extensive
sales, marketing and business development experience from his
tenures at Medicis Pharmaceutical Corporation,as executive vice
president, ICN Pharmaceuticals, Inc., Knoll Pharma (a division of
BASF), and Cooper Laboratories, Inc.  Mr. Mazur is a member of the
Board of Trustees of Manor and is a recipient of the Ellis Island
Medal of Honor.

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$4.15 million in total assets, $7.31 million in total liabilities
and a $3.16 million total stockholders' deficit.


INTELSAT S.A.: IPO Cues Moody's to Review Ratings for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed Intelsat S.A.'s ratings on review
for upgrade given the announcement, by Intelsat Global Holdings
S.A., Intelsat's indirect ultimate parent company, of an equity
issue, the proceeds of which will be applied to reduce debt at
Intelsat and its direct and indirect subsidiaries.

The approximately $650 million equity issue will be comprised of
an approximately $500 million initial public offering (IPO) of
common shares together with approximately $150 million of
mandatorily convertible preferred shares. Affected ratings include
Intelsat's Caa1 corporate family rating, its Caa1-PD probability
of default rating and instrument ratings at Intelsat and its
direct and indirect subsidiaries, Intelsat (Luxembourg) S.A. and
Intelsat Jackson Holdings S.A. Since the equity offering is not
expected to materially affect short-term liquidity, Intelsat's
SGL-2 speculative grade liquidity rating (indicating good
liquidity) remains unchanged.

The following summarizes Intelsat's ratings:

Issuer: Intelsat S.A.

Corporate Family Rating, Placed on Review for Upgrade, Currently
Caa1

Probability of Default Rating, Placed on Review for Upgrade,
Currently Caa1-PD

Speculative Grade Liquidity Rating, Unchanged at SGL-2

Outlook, changed to On Review for Upgrade from Positive

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, Currently Caa3 (LGD6, 96%)

Issuer: Intelsat (Luxembourg) S.A.

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, Currently Caa3 (LGD5, 86%)

Issuer: Intelsat Jackson Holdings S.A.

Senior Secured Bank Credit Facility, Placed on Review for Upgrade,
Currently B1 (LGD1, 7%)

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, Currently B3 (LGD3, 43%)

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, Currently Caa2 (LGD5, 70%)

Ratings Rationale:

Moody's review will assess the potential of the company's historic
cash flow deficits transitioning to sustainable surpluses based on
both debt reduction from the IPO and, given recent refinance
activities, the potential of additional interest savings from re-
couponing debts at historically low interest rates. Since interest
rates may eventually normalize, the company's ability and
commitment to repay debt during the current period of low interest
rates will be another area of focus. As well, owing to the
company's private equity ownership, the review will also address
the potential that future shareholder return initiatives may
frustrate debt reduction. The review is expected to be completed
shortly after the IPO's closing. In the event of the review
concluding positively, Moody's expects Intelsat's rating to be
upgraded by no more than one notch.

The principal methodology used in this rating was Global
Communications Infrastructure 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.

Headquartered in Luxembourg with executive offices in Washington
D.C., Intelsat S.A. (Intelsat) is one of the two largest fixed
satellite services operators in the world and is privately held by
financial investors. Annual revenues are approximately $2.6
billion; EBITDA is approximately $2.0 billion.


INTERFAITH MEDICAL: Court Extends Plan Filing Period Until July 1
-----------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court
for the Eastern District of New York has extended, at the behest
of Interfaith Medical Center, Inc., to further extend its
exclusive period to file a plan until July 1, 2013, and its
exclusive period to solicit acceptances of that plan until
August 30.

As reported by the Troubled Company Reporter on March 13, 2013,
the Debtor needs the additional time to continue negotiations with
The Brooklyn Hospital Center and the Dormitory Authority of the
State of New York.  The Debtor said it has negotiated a memorandum
of understanding with DASNY regarding plan treatment of DASNY's
multiple claims, Chapter 11 financing arrangements, and related
issues, and the Debtor soon will be filing a motion seeking
approval of a financing arrangement with DASNY providing for
longer term consensual use of cash collateral and a debtor-in-
possession financing agreement.  The Debtor added that it has also
been negotiating the terms of a business relationship with one or
more other hospitals, including TBHC.

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.


INTERNET BRANDS: S&P Rates $380-Mil. Senior Secured Debt 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned El Segundo, Calif.-
based online advertising and software service company Internet
Brands Inc. its 'B+' corporate rating.  The outlook is stable.

At the same time, S&P assigned Internet Brands' $380 million
senior secured credit facilities an issue-level rating of 'B+'
with a recovery rating of '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery for lenders in the event of a
payment default.  (In accordance with S&P's notching criteria for
a '3' recovery rating, it do not notch the issue-level rating from
the corporate credit rating.)  The facility consists of a
$50 million revolver due 2018 and a $330 million term loan due
2019.  Internet Brands used the debt proceeds to refinance
existing debt and to issue a $125 million dividend to
shareholders.

The 'B+' corporate credit rating reflects the company's relatively
small size and risks of continuous change in its businesses, as
well as an aggressive financial profile.  S&P views the company's
business risk profile as "weak" because of its acquisitive growth
strategy, the risk of technology obsolescence, the highly
competitive nature of the online advertising subsector, and
relatively low barriers to entry.  In S&P's view, the company's
financial risk profile is "aggressive," based on Internet Brands'
leased-adjusted debt-to-EBITDA ratio, which is consistent with the
indicative ratio between 4x and 5x that S&P associates with an
"aggressive" financial risk profile.  Pro forma for the
transaction, lease-adjusted leverage is 4.5x and EBITDA interest
coverage is 3.5x, based on preliminary results for the fiscal year
ended Dec. 31, 2012.  S&P views the company's management and
governance as "fair."

Internet Brands is primarily an Internet media company that
currently owns and operates more than 135 Web sites serving seven
end markets using a single operating platform in its consumer
Internet segment (approximately 75% of consolidated revenue).
These end markets include auto, legal, health, shopping, travel
and leisure, home and money, and careers.  Auto is the largest
contributor to revenues for this segment at approximately 34%.  No
other segment contributes more than 17% of revenues.  This
concentration in the auto sector could create an element of
cyclicality in the long term.  Despite this concentration, most of
the sites have communities that generate valuable content and
drive usage, as evidenced by the consistent growth in unique
monthly users, which averages more than 100 million per month.
Part of the company's growth strategy within the consumer Internet
segment has been to acquire Web sites that have good content and
Web traffic and to integrate the sites onto one platform.


INVERNESS DISTRIBUTION: 'Robin Hood' Suit Steals From The Poor
--------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Morgan Creek
Production Inc. sued actor Kevin Costner in New York bankruptcy
court looking to halt a California lawsuit he launched against the
studio over profits from "Robin Hood: Prince of Thieves," saying
the estate of the company's bankrupt partner couldn't afford the
California litigation.

The report related that the film studio is asking a judge to find
that an automatic stay protects it from Costner's lawsuit because
the assets at issue are actually owned by bankrupt Bermuda-based
distribution company Inverness Distribution Ltd.

                  About Inverness Distribution

Bermuda-based Inverness Distribution Limited aka Morgan Creek
International Limited filed its Chapter 11 Petition on December
30, 2011, in the U.S. Bankruptcy Court for the Southern District
of New York (Manhattan).  The Chapter 11 case is assigned
Bankruptcy Case No. 11-15939.

The Debtor is represented by Ira S. Greene, Esq., at Hogan Lovells
US LLP.

The petition was signed by Michael Morrison and Charles Thresh,
joint provisional liquidators.


J & J DEVELOPMENT: Court Okays Curt Sittenauer as Accountant
------------------------------------------------------------
J&J Developments, Inc., obtained court permission to employ Curt
A. Sittenauer, CPA, PA as accountant.

The Troubled Company Reporter reported on Feb. 15, 2013, that the
professional services rendered by Curt A. Sittenauer include,
primarily, the preparation of the 2012 corporate income tax
returns of the Debtor.  The hourly rate charged by Curt Sittenauer
is $100 per hour.

                     About J & J Developments

J & J Developments Inc. is a real estate holding company holding
title to real estate in more than 20 locations in Kansas.  Many of
those locations contain convenience stores.

J & J Developments filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 12-11881) in Wichita, Kansas, on July 12, 2012.
John E. Brown signed the petition as president and chief executive
officer.  The Debtor is represented by Edward J. Nazar, Esq., at
Redmond & Nazar, LLP, in Wichita, Kansas.  Judge Robert E. Nugent
presides over the case.  According to the petition, the Debtor has
scheduled assets of $18.7 million and scheduled liabilities of
$34,933.


J AND Y INVESTMENT: Wants to Pay Monthly Property Management Fees
-----------------------------------------------------------------
J and Y Investment LLC has asked the Hon. Karen A. Overstreet of
the U.S. Bankruptcy Court for the Western District of Washington
for entry of an order amending the order authorizing the Debtor's
use cash collateral until Aug. 31, 2013, to authorize the Debtor
to pay the monthly property management fee, nunc pro tunc to
January 2013.

As reported by the Troubled Company Reporter on Jan. 17, 2013, the
Debtor sought court authorization to use of cash collateral
pursuant to a budget, and subject to adequate protection to be
granted in favor of its secured lender, BACM 2004-1 320th Street
South, LLC.

On March 7, 2013, the Court authorized the Debtor to grant, on an
interim basis, adequate protection in favor of BACM 2001-1 on
account of the Debtor's use of cash collateral.  The March 7 court
order authorized the Debtor, on an interim basis, to use cash
collateral to fund the costs and expenses of its operations that
become due and payable on or before Aug. 31, 2013.  BACM 2001-1 is
granted, on an interim basis, a first priority, perfected
replacement lien encumbering leases and subleases entered into
following the Petition Date, and the rents generated therefrom.
BACM 2001-1 will continue to hold a security interest in leaes
entered into prior to the Petition Date and the associated rental
income.

The March 7 court order provides, in part, that "the Debtor will
not pay any management fees or any amounts set forth in the budget
line item labeled 'Management Fee' except as may be further
ordered by this Court."  A copy of the budget is available for
free at:

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

"However, BACM's predecessor expressly pre-approved, and therefore
has no basis to object to, the Debtor's continued payment of the
management fee.  On or about April 9, 2007, the Debtor entered
into a Property Management Agreement with East of Cascades, Inc.
The Management Agreement provides that the 'Manager will receive
5% of Gross Rental Income.'  On the same day, Bank of America sent
a letter to the Debtor approving the Management Agreement," the
Debtor stated in a filing dated March 19, 2013.

In compliance with the loan and the assumption agreement, the
Debtor provided BACM's predecessor with operating reports
prepetition, showing the total rents received, and all expenses
relating to the Property, including the monthly management fee.
The operating reports contain a specific line item for Management
& Miscellaneous Expenses.  The Operating Statement for 2011, which
the Debtor provided to LNR Partners, LLC, on Jan. 19, 2012, shows
that the Debtor paid a total of $68,555.44 that year in management
fees from the monthly rental income generated by the Debtor's real
property and office building in Federal Way, Washington.

                     About J and Y Investment

J and Y Investment, LLC, sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-10218) in Seattle on Jan. 10, 2013.

The Debtor is a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B) and owns the Federal Way Center Building in 2505 S
320th Street, Federal Way, Washington.  The property is valued at
$11.43 million and secures an $8.56 million debt to BACM 2004-1.
The Debtor disclosed total assets of $13.05 million against total
liabilities of $8.65 million in its schedules.

New Castle, Washington-based East of Cascade, Inc., has a 100%
membership interest in the Debtor.

A copy of the schedules of assets and liabilities is available for
free at http://bankrupt.com/misc/wawb13-10218.pdf

The statement of financial affairs and other missing documents are
due Jan. 24.


J AND Y INVESTMENT: Can Hire Bush Strout as Bankruptcy Counsel
--------------------------------------------------------------
J and Y Investment, LLC, sought and obtained court permission to
employ Bush Strout & Kornfeld, LLP, as its bankruptcy counsel.

The firm will be:

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

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

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

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

Prepetition, the Debtor provided BSK with a retainer of $75,000.
There is a $8,204.49 retainer remaining.

BSK represents no other entity in connection with the case, is not
a creditor of the estate, and is "disinterested" as that term is
defined in 11 U.S.C. Section 101(14).

                     About J and Y Investment

J and Y Investment, LLC, sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-10218) in Seattle on Jan. 10, 2013.

The Debtor is a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B) and owns the Federal Way Center Building in 2505 S
320th Street, Federal Way, Washington.  The property is valued at
$11.43 million and secures an $8.56 million debt to BACM 2004-1.
The Debtor disclosed total assets of $13.05 million against total
liabilities of $8.65 million in its schedules.

New Castle, Washington-based East of Cascade, Inc., has a 100%
membership interest in the Debtor.

A copy of the schedules of assets and liabilities is available for
free at http://bankrupt.com/misc/wawb13-10218.pdf


LAND SECURITIES: Files Schedules of Assets & Debts
--------------------------------------------------
Land Securities Investors Ltd. filed with the U.S. Bankruptcy
Court for the District of Colorado its schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property         $19,600,000.00
B. Personal Property     $27,378,954.37
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $14,021,577.38
E. Creditors Holding
   Unsecured Priority
   Claims                                             $1,755.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $15,592,765.39
                         --------------          --------------
TOTAL                    $46,978,954.37          $29,616,097.77

                     About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC and Conifer
Town Center, LLC sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  The Debtors are engaged in the business as real estate
developers and investors.


LAND SECURITIES: LSI Retail II's Assets & Debts Schedules
---------------------------------------------------------
LSI Retail II LLC filed with the U.S. Bankruptcy Court for the
District of Colorado its schedules of assets and liabilities,
disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property         $10,500,000.00
B. Personal Property        $792,620.95
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $13,444,749.60
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $139,635.03
                         --------------          --------------
TOTAL                    $11,292,620.95          $13,584,384.63

                     About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC and Conifer
Town Center, LLC sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  The Debtors are engaged in the business as real estate
developers and investors.


LEE BRICK & TILE: Court OKs Hiring of Dixon Hughes as Accountants
-----------------------------------------------------------------
Lee Brick & Tile Company obtained the U.S. Bankruptcy Court's
permission to employ Dixon Hughes Goldman LLC as accountants, nunc
pro tunc to November 12, 2012.

The Troubled Company Reporter reported on Feb. 28, 2013, that the
firm will:

   (a) prepare and file the Debtor's state and federal tax
       returns;

   (b) review the Debtor's accounts, projections and other
       financial statements; and

   (c) perform all other accounting services for the Debtor which
       may be necessary.

Dixon Hughes proposes to charge for services at its regular hourly
rates.  Its standard rates are $115 to $125 for staff accountants,
$125 to $195 for senior associates, and $250 for partner.

                          About Lee Brick

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

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

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

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


LIBERTY INTERACTIVE: Fitch Rates $550MM Sr. Unsec. Debenture 'BB'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Liberty Interactive
LLC's $550 million proposed exchangeable senior unsecured
debenture due 2043. The notes are exchangeable for a basket of
Time Warner Inc. and Time Warner Cable Inc. common stock
(Reference Shares).

Proceeds are expected to be used to retire the $1.1 billion of
3.125% exchangeable senior unsecured debentures due 2023, which
became redeemable by the company in April 2013. Liberty intends to
use existing liquidity to fund the remaining balance of the 3.125%
debenture redemption. The new debentures will rank pari passu with
Liberty's existing notes and debentures ($3.8 billion as of
Dec. 31, 2012) and will be structurally subordinated to QVC Inc.'s
(QVC) debt ($3.4 billion as of Dec. 31, 2012). QVC's debt benefits
from a pledge of the capital stock of QVC and is guaranteed by
QVC's material domestic subsidiaries.

Fitch views the transactions favorably for the credit profile as
the transactions modestly reduce leverage, extend maturities and
is expected to reduce interest expense. A full rating list is
shown below.

For additional information regarding Liberty and QVC, please see
Fitch's credit report published on March 4, 2013.

The new debentures may be redeemed by Liberty after April 2018 if
the market price of the Reference Shares equals or exceeds a
defined level. The debentures will be redeemable by Liberty at any
time, regardless of market price of the Reference Shares, after
April 2023. The debentures may be put to Liberty in March 2023 and
Liberty may satisfy such redemption either with cash, delivering
the applicable number of reference shares, or both.

Any dividends or distributions made by the Reference Share
companies will be distributed to the debenture holders as an
additional distribution, except for common equity, which would
become Reference Shares. Fitch notes that upon the completion of
Time Warner Inc's spinoff of Time Inc., Time Inc. would become a
reference company and its shares would become Reference Shares.

The principal amount of the debentures will not be reduced by any
additional distributions related to regular cash dividends.
However, the debenture's principal amount would be reduced by any
additional distributions made related to extraordinary
distributions on or related to the Reference Shares. Interest
payments on the debentures will be calculated based on the
original principal amount (regardless of any adjustments related
to extraordinary distributions). Subsequent to such an
extraordinary distribution, the principal amount will be further
reduced on interest payment dates to the extent necessary so that
the annualized yield on the debenture does not exceed the stated
coupon rate. An extraordinary distribution includes any cash or
asset consideration (other than common equity) that is distributed
by a Reference Share company in connection with a merger,
consolidation, share exchange, liquidation or dissolution
involving a reference company.

Similar to Liberty's existing debentures, there is no material
covenant protection for debenture holders; however, there are lien
restrictions. Liens are not permitted under the debentures, unless
a pari passu lien is granted. Standard carveouts exist; there is
also a general lien basket that limits liens to 15% of the total
consolidated asset value of Liberty and its restricted
subsidiaries.

KEY RATING DRIVERS

Fitch's Issuer Default Ratings (IDRs) for Liberty and QVC reflect
the consolidated legal entity/obligor credit profile, rather than
the Liberty Interactive/Venture tracking stock structure. Based on
Fitch's interpretation of the Liberty bond indentures, the company
could not spin out QVC without consent of the bondholders, based
on the current asset mix at Liberty. QVC generates 85% and 96% of
Liberty's revenues and EBITDA, respectively. In addition, Fitch
believes QVC makes up a meaningful portion of Liberty's equity
value. Any spin off of QVC would likely trigger the 'substantially
all' asset disposition restriction within the Liberty indentures.

The consolidated legal/obligor credit view may change over time if
the Liberty Ventures assets become a more meaningful portion of
the consolidated Liberty asset mix/equity value. At that point,
Fitch may adopt a more hybrid rating analysis, taking into
consideration the attribution of assets and liabilities within
each tracking stock. Fitch does not expect this to occur in the
near or intermediate term.

The ratings reflect Fitch's expectation that the company will
continue to manage leverage on a Liberty consolidated basis. Fitch
expects Liberty's gross unadjusted leverage to be managed at 4x
and QVC unadjusted gross leverage to be managed at 2.5x.

As of Dec. 31, 2012, Fitch calculates QVC's unadjusted gross
leverage at 1.9x and Liberty's unadjusted gross leverage at 3.9x.
Pro forma for the March 2013 redemption of the $414 million in
3.25% exchangeable debentures (which were exchangeable for Viacom
and CBS shares), Liberty's unadjusted gross leverage is 3.7x.
While Fitch expects EBITDA growth would lead to reduced leverage,
Fitch expects Liberty to manage leverage closer to its target
levels over the long term. Currently, there is financial
flexibility for debt funded acquisition and/or share repurchases.

Fitch rates both QVC's senior secured bank credit facility and the
senior secured notes 'BBB-' (two notches higher than QVC's IDR).
The secured issue ratings reflects what Fitch believes would be
QVC's standalone ratings.

The ratings incorporate the risk of continued acquisitions at
Liberty Interactive. Fitch recognizes that there is a risk of an
acquisition of HSN Inc. However, depending on how the transaction
is structured, and the company's commitment to returning QVC's or
Liberty's leverage to 2.5x and 4x, respectively, ratings may
remain unchanged.

Operating Performance

The ratings reflect the solid operating performance at QVC with
2012 revenues and EBITDA up 3% and 5.5% respectively. In 2012, QVC
Germany was the only region to endure revenue declines, down 10.5%
(down 3.5% on a local currency basis). The geographic
diversification of QVC provides the credit cushion to endure
cyclical declines in the German region. The ratings incorporate
the cyclicality inherent in QVC's business/retail industry.

Fitch recognizes QVC's ability to manage product mix and adapt to
its customers shopping preferences. QVC has managed to grow
revenues over the last three years and manage Fitch calculated
EBITDA margins in the 20% to 22% range over that same time frame.
Fitch believes that QVC will be able to continue to grow revenues
at least at GDP levels going forward. Fitch models low to mid-
single digit revenue growth at both QVC and at Liberty
consolidated.

QVC EBITDA margin fluctuation is driven in part by the product mix
and will likely fluctuate over time as the product mixes changes.
However, Fitch believes, over the next few years, QVC's EBITDA
margins will remain in this historical 20% to 22% range.

Liberty's e-commerce companies continue to have healthy revenue
growth with revenues up 11.4% in 2012. However, EBITDA has been
significantly pressured, down 22% due to increased promotional
activity to move seasonal inventory and increased spending on
advertising and marketing. While margins and EBITDA levels have
been negatively affected, they remain positive and contribute
positive cash flows to the consolidated credit. These businesses
are relatively small in size, accounting for 5% of consolidated
Liberty EBITDA. Fitch does not ascribe a material weight to the e-
commerce businesses when assessing the consolidated credit
profile.

Liquidity and Maturities

Fitch believes liquidity at Liberty Interactive will be sufficient
to support operations and QVC's expansion into other markets.
Acquisitions and share buybacks are expected to be a primary use
of free cash flow (FCF).

Fitch believes that there is sufficient liquidity and cash
generation (from investment dividends and tax sharing between
Liberty Interactive and Liberty Ventures) to support debt service
and disciplined investment at Liberty Venture. Fitch recognizes
that in the event of a liquidity strain at Liberty Ventures,
Liberty Interactive could provide funding to support debt service
to Liberty Ventures (via intercompany loans), or the tracking
stock structure could be collapsed.

Fitch notes that cash can travel throughout all entities
relatively easily (although the tracking stock structure adds a
layer of complexity, Liberty LLC has in the past reattributed
assets and liabilities). Fitch believes that resources at QVC
would be used to support Liberty LLC, and vice versa, if ever
needed.

As of Dec. 31, 2012, liquidity for Liberty included $2.3 billion
in cash and $1.1 billion available under the QVC credit facility,
which expires in March 2018. Fitch calculates FCF of $1.1 billion
in 2012. Based on Fitch's conservative projections, Fitch expects
Liberty's FCF to be in the range of $750 million to $900 million.

In addition, Fitch calculates $5.5 billion in public holdings.
Fitch believes these assets could be liquidated in the event that
Liberty needed additional liquidity.

Liberty's near-term maturities include approximately $241 million
in senior notes maturing in 2013. Liberty's next maturity would be
in 2029. QVC's next maturity is approximately $769 million in 7.5%
senior secured notes due in 2019 (pro forma for the March 2013
dutch auction and the planned redemption of the 7.125% senior
secured notes in April 2013). Fitch believes Liberty has
sufficient liquidity to handle these maturities and redemption.

RATING SENSITIVITIES

Positive Rating Actions: Fitch believes that the current financial
policy is consistent with the current ratings. If the company were
to manage to more conservative leverage targets, ratings may be
upgraded.

Negative Rating Actions: Conversely, changes to financial policy
(including more aggressive leverage targets) and asset mix changes
that weakened bondholder protection, could pressure the ratings.
While unexpected, revenue declines in excess of 10% that
materially drove declines in EBITDA and FCF and resulted in QVC
leverage exceeding 2.5x would likely pressure ratings.

Fitch currently rates Liberty and QVC as follows:

Liberty
-- IDR 'BB';
-- Senior unsecured debt 'BB'.

QVC
-- IDR 'BB';
-- Senior secured debt 'BBB-'.

The Rating Outlook is Stable.


LIBERTY MEDICAL: Critical Vendors Payment Hearing Today
-------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware has set for April 4, 2013, at 11:00 a.m.
Prevailing Eastern time a hearing on ATLS Acquisition, LLC, et
al.'s motion for final authorization to pay the prepetition claims
of critical vendors.

As reported by the Troubled Company Reporter on Feb. 26, 2013, the
Court entered an interim order authorizing the Debtor entities
that own the Liberty Medical diabetics supply business, to pay all
or a portion of the prepetition claims of certain critical
vendors.  The Debtors said they need to pay the critical vendors
so as not to risk an unnecessary interruption of services to their
customers.  The Debtors have undertaken a thorough review of their
accounts payable and their list of prepetition vendors to identify
those vendors who are uniquely critical to the operations.  The
Debtors estimate the maximum amount needed to pay the prepetition
claims of critical vendors is $4 million.

On March 14, 2013, the Court entered a second interim order
authorizing the Debtors to pay the critical vendors' prepetition
claims.  In the March 14 order, the Debtors were allowed to pay
all or a portion of each critical vendor cliaim, provided that the
aggregate payments on account of critical vendor claims won't
exceed $1.2 million unless otherwise ordered by the Court.

                       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 have tapped 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.


LODGENET INTERACTIVE: Incurs $139.8 Million Net Loss in 2012
------------------------------------------------------------
LodgeNet Interactive Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss attributable to common stockholders of $139.84 million
on $364.68 million of total revenues for the year ended Dec. 31,
2012, as compared with a net loss attributable to common
stockholders of $6.37 million on $421.26 million of total revenues
during the prior year.  The Company incurred a $17.43 million net
loss attributable to common stockholders in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $272.09
million in total assets, $457.59 million in total liabilities and
a $185.50 million total stockholders' deficiency.

PricewaterhouseCoopers LLP, in Minneapolis, Minnesota, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company's liquidity constraints, violation
of certain debt covenants, and bankruptcy filing 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/QsCmas

                          About LodgeNet

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

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

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

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


LSP ENERGY: Plan Declared Effective on April 2
----------------------------------------------
The effective date of LSP Energy Limited Partnership, et al.'s
Amended Joint Plan of Liquidation occurred on April 2, 2013,
according to papers filed with the U.S. Bankruptcy Court for the
District of Delaware.

Proofs of administrative expense claims and requests for payment
of administrative expense claims that have arisen on or after
February 10, 2012, must be filed on or before May 2, 2013.  All
persons seeking an award by the Court of a fee claim incurred
through and including the Effective Date must file their final
applications for allowance of compensation for services rendered
and reimbursement of expenses by May 17.

                         About LSP Energy

LSP Energy Limited, which owned and operated an electricity
generation facility located in Batesville, Mississippi, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
12-10460) on Feb. 10, 2012.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.

LSP has a $20 million secured loan provided by lenders including
John Hancock Financial Services Inc.  LSP was forced into
bankruptcy following mechanical problems that took one of three
units out of service.

Bondholders have claims for $211 million on two series of secured
bonds.  In addition, there was a $3.9 million working capital
facility and $23.3 million in secured debt owing to an affiliate
of Siemens AG, which repairs and maintains the facility.

The Debtor has completed the sale of its 837-megawatt electric
generating plant in Batesville, Mississippi, to South Mississippi
Electric Power Assn. for $272.6 million.


MERISEL INC: Inks Termination Agreement with CFO
------------------------------------------------
The Board of Directors of Merisel and Victor L. Cisario agreed
that Mr. Cisario will no longer serve in the position of Chief
Financial Officer of the Company and as an officer of the
Company's various subsidiaries effective as of Feb. 13, 2013.
From Feb. 14, 2013, to March 31, 2013, Mr. Cisario will continue
as a special project employee of the Company.  Mr. Cisario has
resigned as an employee of the Company effective March 31, 2013.

In connection with Mr. Cisario's resignation, the Company and Mr.
Cisario entered into an agreement whereby, among other things:

   (a) Mr. Cisario's employment agreement with the Company dated
       May 6, 2009, was terminated effective as of Feb. 13, 2013;

   (b) Mr. Cisario agreed to continue as a special project
       employee of the Company during the Employment Period;

   (c) throughout the Employment Period, the Company will continue
       to pay Mr. Cisario his current salary ($300,000 on an
       annualized basis);

   (d) after March 31, 2013, upon delivery of a release in favor
       of the Company, Mr. Cisario will be paid, in 19 bi-weekly
       installments over the remaining nine months of the year,
       severance equal to an aggregate amount of $225,000 less
       applicable withholdings and deductions; and

   (e) Mr. Cisario agreed not to compete with the Company through
       the period ending on the first anniversary of the end of t
       the Employment Period, and not to solicit employees or
       customers of the Company through the period ending on the
       second anniversary of the Employment Period.

                           About Merisel

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

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

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


METRO FUEL: Has Nod to Sell Accounts Receivable to United Metro
---------------------------------------------------------------
Metro Fuel Oil Corp., et al., sought and obtained permission from
the Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York to sell certain of the Debtors'
accounts receivable to United Metro Energy Corp.

The Court has approved the sale and the transactions contemplated
by the Acquired Accounts Receivable, a copy of which is available
for free at: http://bankrupt.com/misc/METRO_FUEL_sale.pdf

The aggregate consideration for the sale and transfer of the
Acquired Accounts Receivable will be an amount equal to the sum of
(i) the $10,170,446 base purchase price, plus (ii) the additional
amounts payable to the Debtors from the proceeds of certain
collections in respect of Acquired Accounts Receivable following
the closing of the transactions, at a date and time to be mutually
agreed upon by the Debtors and the Buyer, plus (iii) $750,000.
The initial purchase price will be payable and deliverable to the
Debtors at the Closing.

The Buyer will pay New York Commercial Bank $10,170,446 as
proceeds for the sale of the Acquired Accounts Receivable.

As reported by the Troubled Company Reporter on March 22, 2013,
NYCB is a prepetition secured creditor that asserts that it is
owed not less than $41.3 million as of the Petition Date.  It
asked the Court to convert the Debtors' Chapter 11 cases to cases
under Chapter 7 of the Bankruptcy Code, and to prohibit the use of
NYCB's cash collateral.

The Buyer has previously delivered payment to the Debtors, and the
the Debtors will immediately deliver to NYCB the amount of
$3,628,910.19, on account of the estimated inventory amount.

The Debtors will pay $916,439 directly to NYCB, without deduction
or offset of any kind or nature, which represents the Debtors'
remaining Cash Collateral that does not constitute proceeds of the
sale of the Debtors' assets pursuant to the sale order.

The Debtors and any escrow agent are authorized and directed to
release the $112,564 in cash for the NYCB PPI Escrow to NYCB
without deduction or offset but subject to rights and protections
afforded the Debtors and the Committee.

The March 7 court order states that closing must occur by
March 11, 2013.  At the Closing, the Debtors are authorized to
withhold $990,000 in cash on hand that is Cash Collateral and
that does not constitute the proceeds of the sale of the Debtors'
assets pursuant to the sale order in a segregated account, which
amount will remain subject to the liens, claims and protections
set forth in the DIP court order.  The Wind Down Amount is
contemplated to be used to pay (a)(i) U.S. Trustee fees and
(ii) postpetition pre-closing operating expenses of the Debtors
that are accrued but unpaid as of the Closing, in each case in
an aggregate amount not to exceed $590,000 and (b) post-closing
fees and expenses of the Debtors' estates in connection with the
wind down of the estates (i) in an amount of up to $400,000 and
(ii) which may only be disbursed pursuant to further Court order
authorizing use of Cash Collateral or pursuant to a confirmed
Chapter 11 plan.

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and appoint
David Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2015, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., and its assignees and designees for
the Base Purchase Price of $27,000,000, as adjusted prior to the
Closing, and as further adjusted by the payments contemplated by
Section 2.7(d) of the APA.


MF GLOBAL: Hits Back at Plan Objections, Wins Committee Support
---------------------------------------------------------------
MF Global Holdings Ltd. has hit back at the U.S. trustee who said
the company's liquidation plan violates U.S. bankruptcy law.

In a 75-page memorandum of law it filed in support of its proposed
plan, MF Global said the objection from U.S. Trustee Tracy Hope
Davis is "meritless."

Ms. Davis criticized a provision that allows payment of fees to a
group of so-called creditor co-proponents without court approval.
The U.S. trustee also questioned the injunction provision, which
she described as "overly broad."

In the April 2 filing, MF Global said the fees are "properly
subject to review under the reasonableness standard" of section
1129(a)(4) of the Bankruptcy Code.

MF Global also defended the injunction provision, saying it
enjoins only creditors and stakeholders from pursuing their claims
or interests treated by the liquidation plan.  "The injunction
provision does not enjoin unrelated direct actions between third
parties," the company said.

The company also lashed back at recent objections from Sapere
Wealth Management LLC, Occidental Energy Marketing Inc. and Preet
Bharara, the New York attorney who backed the U.S trustee's
objection to confirmation of the plan.  It said the objections are
meritless and should be overruled by the bankruptcy court.

MF Global found an ally in the unsecured creditors' committee,
which filed comments supporting approval of the plan.

The committee said the plan increases distributions to creditors
by limiting the administrative costs of the MF Global cases, and
ensures that major creditors willing to serve on the director
selection committee can appoint new directors to oversee the
liquidation.

                 MF Global Creditors Support Plan

MF Global moved a step closer to emerging from bankruptcy
protection after its creditors overwhelmingly approved the
liquidation plan.

In an April 1 filing, the company said that in all but two of the
classes that voted, 100% accepted the liquidation plan.  The two
classes that did not accept the plan at 100% ratified it at 92.31%
and 99.17%, respectively.  A detailed report of the voting results
can be accessed for free at http://is.gd/i9RBhG

The proposed liquidation plan will be considered for approval at a
court hearing on April 5.

In a related development, MF Global filed an amended liquidation
plan containing non-material changes to the plan.

In the amended plan, the company changed the amount of its inter-
company claim against its finance unit to $1,886,930,980.  MF
Global also made a clarification that Pointstate Capital is no
longer a signatory to the plan since it is no longer a creditor
co-proponent.  The amended plan is available for free at
http://is.gd/26tbvy

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


MF GLOBAL: Obtains Approval of Agreement with Fleishman
-------------------------------------------------------
Judge Martin Glenn approved the agreement between MF Global
Holdings Ltd.'s trustee and Fleishman-Hillard Inc.

The agreement allows the late filing of Fleishman's claim against
MF Global.  Meanwhile, the claim previously filed by Fleishman in
MF Global Inc.'s liquidation case will be deemed withdrawn upon
the filing of its claim against the holding company.

A copy of the agreement is available without charge at
http://is.gd/xicGxw

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of Goldman
Sachs Group Inc., stepped down as chairman and chief executive
officer of MF Global just days after the bankruptcy filing.


MONARCH COMMUNITY: Incurs $353,000 Net Loss in 2012
---------------------------------------------------
Monarch Community Bancorp, Inc., filed on March 29, 2013, its
annual report on Form 10-K for the year ended Dec. 31, 2012.

Plante & Moran, PLLC, in Grand Rapids, Michigan, expressed
substantial doubt about Monarch Community's ability to continue as
a going concern, noting that the Corporation has suffered
recurring losses from operations and as of Dec. 31, 2012, did not
meet the minimum capital requirements as established by its
regulators,

The Company reported a net loss of $353,000 on net interest income
of $6.5 million in 2012, compared with a net loss of $353,000 on
net interest income of $6.8 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$190.3 million in total assets, $179.8 million in total
liabilities, and stockholders' equity of $10.5 million.

A copy of the Form 10-K is available at http://is.gd/87AQWn

Coldwater, Michigan-based Monarch Community Bancorp, Inc. (OTC QB:
MCBF) is the parent company of Monarch Community Bank.  The Bank
operates five full service retail offices in Branch, Calhoun and
Hillsdale counties and eight loan production offices in Kalamazoo,
Calhoun, Berrien, Ingham, Lenawee, Kent, Livingston and Jackson
counties and one in Steuben county, Indiana.


MONEY TREE: To Present Plan for Confirmation on April 23
--------------------------------------------------------
On March 5, 2013, the U.S. Bankruptcy Court for the Middle
District of Alabama entered an order approving the disclosure
statement, as amended, filed by the Official Committee of
Unsecured creditors and S. Gregory Hays, the Chapter 11 Trustee,
in support of their Amended Plan of Liquidation for Small Loans,
Inc., et al.

The voting Deadline is April 12, 2013 at 5:00 p.m.  The
confirmation hearing will be held on April 23 at 11:00 a.m.
Objections to the confirmation of the Plan must be received no
later than 5:00 p.m. on April 16.

The Plan is a liquidating Plan.  Substantially all of the Debtors'
assets have been sold, excluding, without limitation, cash and
causes of action.  The Plan provides for the liquidation
and conversion to cash of the Debtors' remaining assets and the
distribution of the net proceeds realized by a liquidating trustee
to the holders of allowed claims.  A post-confirmation committee
will also have an active role in pursuing litigation and managing
the estates' affairs postpetition.

The Plan anticipates extensive post-confirmation litigation.  It
is believed that the Estates possess valuable claims against
numerous third parties which may exceed the value of the sales
proceeds of the Debtors' assets.

Allowed secured claims (Class 1) are unimpaired under the Plan.
Holders of these claims will receive the collateral securing their
liens on, or as soon as reasonably practicable after, the
effective date of the Plan.

Holders of allowed general unsecured claims (Class 3) will be paid
pro rata from available funds, to the extent funds are available
and until such Claims are paid in full, after the later of:

  (a) 30 days after the payment of all allowed administrative
      claims, allowed priority tax claims, allowed priority non-
      tax claims, secured claims, and convenience class of
      unsecured claims (Class 2); or

(b) if an objection is pending at such time, no later than the
      15th Business Day after such Claim becomes allowed.

The total amount of the initial distribution will be 90% of the
available funds.

Existing interests in the Debtor (Class 5) will be canceled as of
the Effective Date.  The holders of these interests will not
receive or retain any Distribution or other property on account of
the interests.

A copy of the Disclosure Statement, as amended, is available at:

          http://bankrupt.com/misc/moneytree.doc795.pdf

                         About Money Tree

Headquartered in Bainbridge, Georgia, The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree, estimated total $586,676, were to receive 95% of their
allowed claims.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.  Daniel D.
Sparks, Esq., and Bradley R. Hightower, Esq., at Christian & Small
LLP, in Birmingham, Alabama, represent the Chapter 11 Bankruptcy
Trustee.

John D. Elrod, Esq., and R. Kyle Woods, Esq., at Greenberg
Traurig, LLP, in Atlanta, Georgia, represent the Committee as
counsel.


MONITOR COMPANY: Has Until June 24 to Use Cash Collateral
---------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware gave further interim authority for Monitor
Company Group Limited Partnership, et al., to use until June 24,
2013, the cash collateral to satisfy their administrative
obligations in connection with their Chapter 11 cases while they
perform their obligations after the sale of substantially all of
their assets to Deloitte Consulting LLP and DCSH Limited.

Judge Sontchi will convene a hearing on June 24 to consider final
approval of the Debtor's cash collateral motion.  Objections are
due on June 17.

                      About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee of Unsecured Creditors as counsel.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors held an auction on Nov. 28, 2012, at the offices of
the Sellers' counsel, Ropes & Gray LLP in New York.  In mid-
January 2013, Judge Sontchi allowed the Debtors to sell its assets
to Deloitte Consulting for $116.2 million.


MOSS FAMILY: Has Court OK to Hire David Ambers as Special Counsel
-----------------------------------------------------------------
The Hon. Harry C. Dees, Jr., of the U.S. Bankruptcy Court for the
Northern District of Indiana has authorized Moss Family Limited
Partnership and Beachwalk, L.P., to employ David Ambers as special
counsel.  David Ambers will perform legal work required to
represent the Debtors' interest in relation to issues with the
sanitary district, planning commission and other general local
government entities.  The application to hire special counsel was
reported in the March 26, 2013 edition of the TCR.

                         About Moss Family

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


MOSS FAMILY: Has Nod to Hire Robert W. Bogner as Appraiser
----------------------------------------------------------
Moss Family Limited Partnership and Beachwalk, L.P., sought and
obtained authorization from the Hon. Harry C. Dees, Jr., of the
U.S. Bankruptcy Court for the Northern District of Indiana to
appoint Robert W. Bogner and Associates, Inc., as appraiser.

The Debtors said that they have multiple acres of vacant land
located in the Beachwalk Development in Michigan City, Indiana,
which may be sold and that prior thereto it is necessary for an
appraisal to be done.

The Appraiser will:

      a. inspect the sites and note the access and configuration
         of the sites and determine the location of existing
         utilities;

      b. research the zoning for allowable uses and make
         conclusions of the suitability of the sites for any use
         other than an extension of the existing, residential
         uses;

      c. make conclusions of likely density given the density of
         adjacent parcels and other developments that are
         presently underway;

      d. perform a market study to conclude if there is demand for
         any use that is allowable on the site and that can
         provide a positive return to the land and any
         infrastructure investment; and

      e. value the property using the methods of the sale
         comparison approach by comparing the physical qualities
         of this site with recent sales and current asking prices.

The Appraiser will be compensated in the amount of $6,000 for its
services.

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

                         About Moss Family

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


MOSS FAMILY: Taps Beachwalk Realty as Broker for 113 Cottage Camp
-----------------------------------------------------------------
Moss Family Limited Partnership and Beachwalk, L.P., has sought
permission from the Hon. Harry C. Dees, Jr., of the U.S.
Bankruptcy Court for the Northern Disrict of Indiana to employ
Beachwalk Realty, L.L.C., as broker, to sell 113 Cottage Camp, the
Debtors' property in Michigan City, Indiana.

The Debtors seek to sell the Property for $196,900.

The Debtors will pay in cash to the Broker for its services:

      a. 6% of the selling/exchange price or option selling
         price; and

      b. in the event of a purchase option, the Debtors agree to
         compensate the Broker 1%.

A copy of the listing contract is available for free at:

                       http://is.gd/OefKCM

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

On March 13, 2013, the Court entered an order, not allowing any
action to be taken on the application to employ the Broker until
the Debtors file a certificate of service with the Court
identifying the papers served on the parties by name, the date
upon which service was made, the address to which service was
directed, together with the manner in which service was made.  The
court order stated that failing to do so within seven days from
the date of the court order entry, the Court may strike the
foregoing from the record without further notice or hearing.

The employment application was filed on March 4, 2013.  The
certificate of service attached to the paper doesn't reflect that
the paper was served on any committee and entities included on the
list of 20 largest unsecured creditors, and all secured creditors.

On March 15, 2013, the Debtors filed the required certificate of
service of notice of the motion.

                         About Moss Family

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


MUNICIPAL MORTGAGE: Incurs $38.6 Million Net Loss in 2012
---------------------------------------------------------
Municipal Mortgage & Equity, LLC, filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $38.66 million on $65.79 million of total interest
income for the year ended Dec. 31, 2012, as compared with a net
loss of $18.81 million on $82.16 million of total interest income
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.80 billion
in total assets, $1.09 billion in total liabilities and $711.72
million in total equity.

KPMG LLP, in Baltimore, Maryland, removed the "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2012.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KPMG LLP, in
Baltimore, Maryland, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets and work
with its creditors to restructure or extend its debt arrangements.

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

                         http://is.gd/DVmByb

                       About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.


NEOGENIX ONCOLOGY: Plan Promises 100% for Unsec. Creditors
----------------------------------------------------------
Neogenix Oncology, Inc. has a Plan of Liquidation dated Feb. 4,
2013 that contemplates a liquidation of the Debtor's assets and a
distribution of cash, provision of a D&O Release, or distribution
of PB Stock to holders of allowed claims and allowed interests
consistent with applicable provisions of the Plan and the
Bankruptcy Code.

Upon the Effective Date, (a) the Debtor will cause all of its
assets and the assets of its estate to be transferred to the
liquidating trust in accordance with the Plan; and (b) the members
of the Debtor's board of directors will be deemed to have
resigned.

All cash necessary for the Liquidating Trustee to make payments of
cash pursuant to the Plan will be obtained from: (a) the Debtor's
cash on hand, (b) cash received in liquidation of the remaining
assets, and (c) net proceeds of the causes of action.  On the
effective date, the Debtor will transfer with the help of
Precision Biologics the PB Stock to the liquidating trust.

Under the Plan, the Debtors will pay in full claims of secured
creditors, non-tax priority creditors, and general unsecured
creditors.  Estimated recovery is undetermined for director and
officer indemnification claims and interests (common stock /
potential shareholder rescission claims).  Holders of unexercised
stock options will receive no recovery on account of those
options.

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

The Court has extended the Debtor's exclusive periods to propose
Chapter 11 Plan until March 1, 2013, and solicit acceptances for
that Plan until May 3.

                      About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean,
Virginia, serves as counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.

W. Clarkson McDow, Jr., U.S. Trustee for Region 4, appointed seven
members to the committee of equity security holders.

Sands Anderson PC represents the Official Committee of Equity
Security Holders.  The Committee tapped FTI Consulting, Inc., as
its financial advisor.


NEW ENERGY: Panel Can Hire Conway MacKenzie as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of New Energy Corp.
sought and obtained court permission to retain and employ Conway
MacKenzie, Inc., as financial advisor, effective as of January 8,
2013.

As financial advisor, the firm will be:

   (1) reviewing sale related documentation provided or generated
       by the Debtor and its advisors, including RPA Advisors,
       LLC;

   (2) assisting in identifying potential bidders for the Debtor's
       assets;

   (3) communicating with parties-in-interest concerning the sale
       process;

   (4) assisting the Committee in evaluating bids received for the
       Debtor's assets; and

   (5) any other sale-related matters identified by the Committee.

The standard hourly billing rates for CM, subject to periodic
adjustments, charged by CM professionals and paraprofessionals
assigned to the case, are:

     Senior Managing Directors         $525 - $795
     Managing Directors                $475 - $620
     Directors and Senior Associates   $295 - $475
     Paraprofessionals                  $95 - $350

To the best of CM's knowledge, the principals and professionals of
CM do not have any adverse connection with the Debtor, the
Debtor's creditors, or any other party-in-interest or their
attorneys and accountants, the United States Trustee or any person
employed in the Office of the United States Trustee.

                      About New Energy Corp.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel.  The Debtor estimated assets of
at least $10 million and liabilities of at least $50 million.


NEWLEAD HOLDINGS: Completes $578MM Balance Sheet Restructuring
--------------------------------------------------------------
NewLead Holdings Ltd. has signed definitive agreements completing
its financial restructuring.  Closing of transaction is subject to
certain conditions and is expected to occur within December 2012.

Michael Zolotas, president and chief executive officer of NewLead,
stated, "Almost two years ago, we perceived the market would be
deteriorating for the foreseeable future, so we made the difficult
decision to approach our commercial partners and commence a
voluntary restructuring of our business and balance sheet.  With
the expert advice of Moelis & Company, S. Goldman Advisors LLC,
and Fried, Frank, Harris, Shriver & Jacobson LLP, we have emerged
from this process as a vital and competitive organization.  I am
deeply grateful to the people of NewLead for their hard work and
loyalty during this challenging period."

Michael Zolotas continued, "With the restructuring effectively
complete, we will seek to grow the Company by exploring existing
and new business segments.  With our newly stable balance sheet
and business, we believe that we will be able to profitably expand
our business within a short period of time."

Post Restructuring Debt and Shares Outstanding

NewLead reduced the amount of debt in its balance sheet by
approximately $578.3 million to around $108.0 million.  Of this
amount, $50 million will be represented by a 4.5% convertible note
due in 2022.  At the option of the Company, annual interest
payments and principal repayment upon the maturity of the note may
be satisfied by issuing additional shares of common stock.

As of Nov. 30, 2012, NewLead had 309,510,713 shares of common
stock outstanding.  Upon closing of the final phase of the
restructuring, expected during December of 2012, NewLead expects
to have a total of 442,880,573 shares of common stock outstanding.

NewLead's initial fleet will consist of four vessels under
control.  Management will now focus on leveraging longstanding
shipping relationships to build their fleet in the tanker and dry
bulk sector.

Commodity Unit

NewLead has also launched its commodity unit, which seeks to take
advantage of the attractive transportation market for
international commodities and the attractive commodity prices for
the underlying commodities.  Management believes that this segment
will allow them to take advantage of emerging dynamics in the
maritime industry.

Additional information can be found at http://is.gd/8TAah4

                       About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NNN CYPRESSWOOD: Daymark Properties OK'd to Access Property Rents
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
signed an agreed order authorizing NNN Cypresswood Drive 25, LLC's
use of rents, in accordance with a budget, loan documents, and
WBCMT 2007-C33 Office 9729, LLC's right under the loan documents.

Daymark Properties Realty, Inc., manager the Debtor's property --
an undivided 3.305% tenant-in-common interest in real and personal
property located at 9720 & 9730 Cypresswood Drive, Houston, Texas,
is authorized to pay items necessary for the preservation of the
value of the property.

                    About NNN Cypresswood Drive

NNN Cypresswood Drive 25, LLC, filed a 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.  The Debtor
disclosed unknown assets and $35,181,271 in liabilities as of the
Chapter 11 filing.


NORTHAMPTON GENERATING: Chapter 11 Plan Declared Effective
----------------------------------------------------------
Northampton Generating Company, L.P.'s Chapter 11 Plan of
Reorganization was declared effective March 28, 2013.

The Plan was confirmed by the U.S. Bankruptcy Court for the
Western District of North Carolina on Jan. 29, 2013.  The Plan was
filed Dec. 21, 2012.

According to Bloomberg News, under the Plan, holders of $73.4
million in senior secured bonds will receive $50 million in new
bonds, for a predicted 68% recovery.  The new $50 million in bonds
accrue 5% interest and come due in December 2023.  Interest will
be paid in cash to the extent of available cash flow.  There will
be no payments of principal except for a portion of excess cash
flow, if any.

The Plan is funded with a new $10 million investment by a fund
managed by EIF Management Inc. which is the current 77.5% equity
owner.  The new investment will give EIF Calypso LLC 91.2
ownership after emergence from Chapter 11 reorganization.

Holders of $21.8 million in junior secured bonds were told to
expect a 2% recovery, according to the disclosure statement.

As reported in the Jan. 23, 2013 edition of the TCR, the estimated
recoveries by creditors and interest holders under the Plan are:

                               Amount of       Estimated
         Claims                 Claim          Recovery
         ------                ---------       ---------
Senior Bond Claims           $73,441,496           68%

Junior Bond Claims           $21,788,749            2%

Claim of Horwith              $1,500,000          100%
Leasing Co., Inc.
and Frank and Geraldine
Horwith

Convenience Class                $58,000          100%
Claims

General Unsecured Claims              $0           N/A

Debtor Subsidiary Claims        $680,000          100%

Intercompany Claims           $2,937,000          100%

Affiliate Service Claims
and Affiliate
Administrative Claims        $29,840,000            8%

Partnership Interests                               0%

Interests in Debtor
Subsidiaries                                      100%

Under the Plan, on the Effective Date, the reinvesting beneficial
owner will fund to the Debtor to fund investments in the
Reorganized Debtor of $10,000,000 which amount will be sufficient
to fund the costs and expenses of the Plan and will provide the
Reorganized Companies cash on hand, after accounting for payments
made or reserved on the Effective Date, in an amount of not less
than the sum of (i) $3,500,000 plus, (ii) a "Horwith Deferral
Amount".

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

Meanwhile, in a March 14 filing, the Debtor notified the Court
that its authority to use cash collateral has been extended to
April 15.

                   About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor disclosed $205,049,256 in assets and $121,515,045 in
liabilities as of the Chapter 11 filing.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
the case.


OCALA SHOPPES: Has Approval to Use Cash Collateral Until June 30
----------------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for
the Middle District of Florida entered final order authorizing The
Ocala Shoppes LLC's immediate use of property that may constitute
cash collateral, derived from the Debtor's leasing operations of
retail and office space known as Market Street at Heath Brook in
Ocala, until June 30, 2013.

The Court previously authorized the Debtor's use of cash
collateral until March 8, 2013.

As reported by the Troubled Company Reporter on Jan. 17, 2013, the
Debtor financed, prepetition, the acquisition and construction
of its shopping center through a series of loans.  Bank of America
N.A., on account of its merger with Merrill Lynch in October 2010,
is owed $100 million in principal on account of secured loans to
the Debtor.  In February 2012, BOA filed a verified complaint for
foreclosure in Florida state court, and in August 2012, obtained
an order instructing tenants to pay all rents to BOA.

In a court order dated March 27, the Debtor is authorized to use
cash collateral (a) to the extent needed to provide adequate
assurance of payment to utility service providers as may be
approved by a separate court order or by agreement among the
Debtor, BOA, and any respective utility service provider, and
(b) to pay any and all expenses incurred in connection with the
remediation of sinkholes or stormwater retention facilities at the
Property as may be required or necessary to the extent the
expenses are approved by BOA.

A copy of the budget is available for free at: http://is.gd/TxKD1Q

BOA is granted as of the Petition Date a replacement lien and re-
granted thereafter replacement liens in Cash Collateral acquired
by the Debtor after the Petition Date to the same extent,
validity, priority, and amount as BOA held as of the Petition
Date.

On Feb. 8, 2013, the Debtor filed a motion for order approving the
Plan Support Agreement.  The motion sought court approval of the
terms of the Plan Support Agreement and the terms of the Plan
Term Sheet executed by the Debtor and BOA which provide for, among
other things, (a) a resolution of any claims and controversies
between the Debtor and BOA regarding the use of funds possessed by
BOA that the Debtor contended are or should be deemed to be Cash
Collateral, (b) a foundation upon which a plan of
reorganization/liquidation for the Debtor will be formulated
through which the Property will be marketed and sold or conveyed
through bidding procedures and an auction process, (c) the support
of BOA for the Plan, (d) a resolution of all claims and
controversies asserted in a foreclosure action filed by BOA that
was pending on the Petition Date, and (e) a timeline for the
conduct of the case and the disposition of the Property in a
manner that the Debtor and BOA believe will provide the greatest
opportunity to maximize the value of the Debtor's assets.  On
March 12, 2013, the Court entered its amended order granting the
Debtor's motion for order approving the Plan Support Agreement,
which included an agreement by the Debtor and BOA regarding the
entry of a final order authorizing the Debtor's use of Cash
Collateral on a final basis through June 30, 2013.

                      About The Ocala Shoppes

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

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

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

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

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

Judge Michael G. Williamson presides over the case.


OLD COLONY: Agrees to Plan Changes with Wells Fargo & Molokai
-------------------------------------------------------------
Old Colony, LLC, Molokai Hospitality Funding, LLC, and Wells Fargo
Bank, N.A., entered into a court-approved stipulation regarding
modification of the Debtor's second amended joint plan of
reorganization.  The stipulated modifications include:

   (1) The treatment of Wells Fargo's secured and unsecured
       claims.  The secured claim will be paid in full in the sum
       of $11.5 million.  The Secured Claim is Impaired under the
       Plan and the Holder of the Class 1 Secured Claim will be
       entitled to vote to accept or reject the Plan.  Wells Fargo
       will not receive anything for its unsecured claim.

   (2) During the period through and until the Effective Date, the
       Debtor will continue to operate its business as a debtor in
       possession.  On and after the Effective Date, the
       Reorganized Debtor may operate its business and may use,
       acquire, or dispose of property and prosecute or compromise
       or settle any Claims or Causes of Action without
       supervision or approval by the Bankruptcy Court and free of
       any restrictions of the Bankruptcy Code or the Bankruptcy
       Rules.  Both before and after the Effective Date, the
       Debtor and Reorganized Debtor will be authorized to
       continue to use their cash on hand in the operation of
       their business.

   (3) On the Effective Date, Molokai will advance to the Debtor
       to fund the Plan and the cash needs of the Debtor up to the
       sum of $12 million.  On the Effective Date, all then
       existing Interests will be deemed cancelled and
       extinguished immediately prior to the Plan becoming
       effective and prior to the issuance of the New Membership
       Interests, and the New Membership Interests will be issued
       to Molokai and Molokai will designate a New Managing Member
       of the Debtor.

   (4) Upon Wells Fargo?s receipt of the secured claim payment,
       Wells Fargo and its officers and directors, the Debtor and
       its officers and directors, the Reorganized Debtor and
       Molokai will mutually release each other from all claims
       and causes of action arising under or relating to the Wells
       Fargo Claim and the Wells Fargo loan documents.

   (5) Wells Fargo waives the right to receive adequate protection
       payments from the Debtor between February 1, 2013 and the
       Effective Date of the Plan provided, however, that Wells
       Fargo receives the Secured Claim Payment under the Plan on
       or before June 15, 2013.

A full-text copy of the Modified Second Amended Plan dated March
25 is available for free at:

         http://bankrupt.com/misc/OLDCOLONYplan0325.pdf

                       About Old Colony, LLC

Saugus, Massachusetts-based Old Colony, LLC, is a limited
liability company organized under the laws of the State of Wyoming
on or about May 11, 2007.  Roughly 73.14% of the ownership
interests in Old Colony are held by Joseph Cuzzupoli and John
Bullock.  The Debtor owns and operates an 83-room mountainside
hotel located at 3345 West Village Drive, Teton Village,
Wyoming, doing business under the name ?Inn at Jackson Hole?.
Additionally, the Debtor leases premises to a third party operator
of an on-site 60-seat restaurant and bar doing business as ?Masa
Sushi.?

As of the Petition Date, the Inn was encumbered by mortgages held
by Wells Fargo and JH Lending Trust.  Wells Fargo asserts that as
of the Petition Date, the amount due to it which was secured by a
mortgage against the Inn was $17,783,019.99.  JH Lending Trust
alleges that the amount of $3,414,999.60 was outstanding as of the
Petition Date and secured by its mortgage against the Inn.

Old Colony filed for Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 10-21100) on Oct. 11, 2010.  Donald F. Farrell,
Jr., Esq., at Anderson Aquino LLP; James M. Liston, Esq., at
Bartlett Hackett Feinberg, Esq.; and Jeffrey D. Ganz, Esq., at
Reimer & Braunstein LLP, assist the Debtor in its restructuring
effort.  In its schedules, the Debtor disclosed $2,571,684 in
assets and $21,363,064 in liabilities.


OVERLAND STORAGE: Entered Into $1MM Subscription Pact in February
-----------------------------------------------------------------
Overland Storage, Inc., previously entered into a Subscription
Agreement pursuant to which the Company agreed to sell 1,020,409
shares of the Company's common stock, no par value per share, for
an aggregate offering price of approximately $1 million.  Pursuant
to the Placement Agent Agreement by and between the Company and
Roth Capital Partners, LLC, dated Feb. 13, 2013, the Company
agreed to pay the Placement Agent a commission equal to 5.75% of
the gross proceeds from the Offering and to pay or reimburse
certain expenses of the Placement Agent, subject to a maximum
reimbursable amount.  The Offering was made pursuant to the
Company's effective registration statement on Form S-3, as amended
(Registration Statement No. 333-179170), and the prospectus
supplement dated Feb. 13, 2013.

                      About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.

The Company's balance sheet at Dec. 31, 2012, showed $28.31
million in total assets, $31.23 million in total liabilities and a
$2.92 million total sharehodlers' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


OVERLAND STORAGE: Marathon Hikes Equity Stake to 17% at Feb. 15
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Marathon Capital Management, LLC, disclosed
that, as of Feb. 15, 2013, it beneficially owns 5,102,916 shares
of common stock of Overland Storage Inc. representing 17.3% of the
shares outstanding.  Marathon Capital previously reported
beneficial ownership of 4,037,657 common shares or a 14.3% equity
stake as of Dec. 31, 2012.  A copy of the amended filing is
available for free at http://is.gd/D3LTfX

                       About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.

The Company's balance sheet at Dec. 31, 2012, showed $28.31
million in total assets, $31.23 million in total liabilities and a
$2.92 million total sharehodlers' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


OVERSEAS SHIPHOLDING: Fourth Aframax Files Assets, Debts Schedules
------------------------------------------------------------------
Fourth Aframax Tanker Corporation filed with the U.S. Bankruptcy
Court for District of Delaware its schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property     $30,074,704.73
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $302,543.82
                         --------------          --------------
TOTAL                    $30,074,704.73             $302,543.82

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Front President's Assets & Debts Schedules
----------------------------------------------------------------
Front President Inc. filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property    $175,261,332.59
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $69,042,382.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $12,426,682.50
                         --------------          --------------
TOTAL                   $175,261,332.59          $81,469,064.50

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Galena Bay Files Assets & Debts Schedules
---------------------------------------------------------------
Overseas Galena Bay LLC filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property      $4,744,306.50
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $564,850.78
                         --------------          --------------
TOTAL                     $4,744,306.50             $564,850.78

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPPING: GR Ltd. Files Schedules of Assets & Liabilities
------------------------------------------------------------------
Overseas Shipping (GR) Ltd. filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property  $1,170,131,915.19
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                         $6,020,771.44
                      -----------------          --------------
TOTAL                 $1,170,131,915.19           $6,020,771.44

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PATRIOT COAL: Hearing on Rejection Motion Adjourned to April 29
---------------------------------------------------------------
The hearing to consider the Motion to Reject Collective Bargaining
Agreements and to Modify Retiree Benefits Pursuant to 11 U.S.C.
Sections 1113, 1114 of the Bankruptcy Code, filed by Patriot Coal
Corporation and its affiliated debtors previously scheduled for
April 10, 2013, at 10:00 a.m., has been adjourned to April 29,
2013, at 10:00 a.m., April 30, 2013. at 10:00 a.m., May 1, 2013,
at 10:00 a.m., May 2, 2013, at 10:00 a.m. and May 3, 2013, at
10:00 a.m.

The deadline to file any objections to the Motion is April 12,
2013, at 4:00 p.m.  The deadline for the Debtors to file any
reply to any Objections is April 23, 2013, at 4:00 p.m.  A pre-
hearing conference regarding the Motion will be held on April 23,
2013, at 10:00 a.m., during the time set aside for the previously-
scheduled Status Hearing in the Debtors' cases.

In the Redacted Memorandum of Law filed by the Debtors is support
of the Rejection Motion, the Debtors stated:

"The Section 1113 component of the Proposals contemplates
modifications to wages, health benefits, pension benefits, and
work rules so that Patriot's unionized workers receive
compensation that is at least as good as compensation provided to
Patriot's non-union miners (who represent approximately
43 percent of Patriot?s active miners).  These changes would bring
Patriot closer to market compensation, and yield annual savings of
approximately $75 million per year.

"The Section 1114 component of the Proposals would transition
responsibility for retiree healthcare into a Voluntary Employee
Beneficiary Association trust - or a "VEBA" - that would be funded
by Patriot, by the value of a substantial unsecured claim, and
with other sources.  While Patriot will be terminating retiree
healthcare entirely for its non-union retirees, the VEBA would
continue to provide meaningful health benefits to Patriot's
unionized retirees, and will allow Patriot to realize
approximately $75 million in annual cash savings."

                        About Patriot Coal

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

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

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

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

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

On March 7, 2013, Paul A. Randolph, Assistant U.S. Trustee for
Region 13, appointed seven (7) creditors to serve in the official
Salaried Retiree Committee.  Stahl Cowen Crowley Addis LLC
("SCCA") is the proposed counsel for the Retiree Committee.


PATRIOT COAL: UMMA Plans Seek to Intervene in Bankruptcy Case
-------------------------------------------------------------
On March 29, 2013, the United Mine Workers of America 1974 Pension
Trust and the United Mine Workers of America 1993 Benefit Plan
filed a motion to intervene in the Chapter 11 case of Patriot Coal
Corporation, et al.  The UMMA Plans seek to participate in the
contested matter associated with the Motion to Reject Collective
Bargaining Agreements and to Modify Retiree Benefits (the
"1113/1114 motion) filed by Debtor Patriot Coal Corporation on
March 14, 2013.

The hearing on the 1113/1114 Motion is scheduled to commence on
April 29, 2013.

According to papers filed with the Court, in response to the UMMA
Plan's requests for information, the Debtors provided a copy of
their proposals to the UMWA under 11 U.S.C. Sections 1113 and 1114
to modify collective bargaining and retiree benefit obligations.

The UMMA Plans said that the 1113 and 1114 Proposal sought a
complete elimination of the Debtors' contributions to the UMWA
Plans, among other modifications.  According to the UMMA Plans,
the 1113/1114 Motion similarly seeks to eliminate contributions to
the 1974 Plan, currently $5.50 per hour; and the 1993 Plan,
currently $1.10 per hour.

"Given the tremendous financial impact of the 1113/1114 Motion,
the UMMA Plans seek to intervene in the Section 1113 proceeding to
protect their significant and unique interests, including the
Plans' pecuniary interest in avoiding the loss of funding and the
risks caused by the increased burdens on the other contributors to
the 1974 Plan if Debtors fail to pay their withdrawal liability
assessment in its entirety," the Plans said.

                        About Patriot Coal

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

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

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

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

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


PATRIOT COAL: Seeks to Conduct Discovery of Peabody Energy
----------------------------------------------------------
Patriot Coal Corporation, et al., and the Official Committee of
Unsecured Creditors of the Debtors filed Tuesday a joint motion
for leave to conduct discovery of Peabody Energy Corporation
pursuant to Rule 2004.

The motion is scheduled for hearing on April 23, 2013, at 10:00
a.m.  Any response or objection to the motion must be filed by
4:00 p.m. on April 16.

According to Patriot and the Committee, no party is as central to
a full understanding of the path leading from the creation of
Patriot Coal Corporation in 2007 to its current bankruptcy than
its former parent Peabody Energy Corporation.  "Patriot is a
Peabody creation.  Peabody selected which of its mines would
become Patriot's.  Peabody determined what projections would
underlie Patriot's business plan.  Peabody decided which
liabilities it would retain and which it would unload onto
Patriot.  And Peabody dictated the contractual terms that govern
Patriot's ongoing obligations to Peabody after the Spinoff.

According to papers filed with the Court, the Debtors and the
Committee have begun an investigation to determine, inter alia,
whether the spinoff that created Patriot constituted an actual or
constructive fraudulent transfer.  "Such a claim against Peabody,
if cognizable and if successfully asserted, could result in
sizeable recoveries for Patriot and its creditors."

A copy of the Motion is available at:

           http://bankrupt.com/misc/patriot.doc3494.pdf

                        About Patriot Coal

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

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

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

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

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


PEBBLE CREEK: Variant Acquires Apartment Complex in Tucson
----------------------------------------------------------
Private real estate investment firm, Variant Commercial Real
Estate, L.L.C., recently purchased an apartment complex in Tucson,
AZ, through a successful involuntary bankruptcy plan.

Pebble Creek is located in the southeast metropolitan area close
to the Davis-Monthan Air Force Base, Tucson's fourth largest
employer.  The property consists of 107 condominium units offering
over 91,410 square feet of living space and is situated on 4.43
acres.  Variant is currently working on a similar involuntary
bankruptcy strategy involving approximately 3,000 units across
multiple states.

Variant distinguishes this property as having great value-add
potential.  With renovations in progress and new property
management in place, Pebble Creek is already experiencing strong
lease-up and rent lifts.  Variant has plans to continue the
implementation of their capital expenditure budget as the property
approaches stabilization.

               About Variant Commercial Real Estate

Variant Commercial Real Estate, L.L.C. (Variant), with offices in
Tucson, La Jolla, Los Angeles, Phoenix, Dallas, Portland, and New
York City, focuses on opportunistic commercial acquisitions in
multifamily, self-storage, hospitality assets, and office,
obtaining value through strategic capital improvements and
enhancing property operations.


PHIL'S CAKE: Hearing on Further Use of Cash Collateral Today
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
set for April 4, 2013, at 1:30 p.m. the hearing on Phil's Cake Box
Bakeries, Inc.'s motion for authority to use cash collateral.

As reported by the Troubled Company Reporter on March 4, 2013, the
Debtor, in connection with its motion to use cash collateral,
filed on Feb. 20 a cash collateral budget for the period Feb. 9 to
March 30, 2013.  The Debtor projects its cash balance to be
$218,000 for the week ended March 2, 2013, and $185,000 for the
week ended March 30, 2013.  The bankruptcy judge entered an
interim order allowing use of cash collateral on Feb. 12.

                      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.


PICCADILLY RESTAURANTS: Court Okays FTI as Financial Consultants
----------------------------------------------------------------
Piccadilly Restaurants, LLC, and its debtor-affiliates sought and
obtained court permission to employ FTI Consulting, Inc., as its
financial consultants.

The firm is expected to:

   * develop an understanding of the businesses' current financial
     situation and the short and long term objectives;

   * review and/or assist in updating individual location
     profitability analyses;

   * work with the Debtors on 13-week forecasts and long-term
     budget with specific focus on cash management and reporting
     and documentation as necessary;

   * assist the Debtors with various initiatives and analyses
     required by the restructuring process including
     identification and review of strategic options, development
     of comprehensive sales processes as necessary, preparation of
     a Plan of Reorganization; and the assessment of current
     working capital control procedures;

   * assist the Debtors in the preparation of financial
     information for distribution to the lenders and other
     stakeholders, including, but not limited to: cash flow
     projections and budgets, long-term planning support packages;
     and cash sufficiency analyses; and

   * provide additional services that are mutually agreed to
     between the parties.

The firm's current hourly rates are:

     Senior Managing Director             $780 - $895
     Directors/Managing Directors         $569 - $745
     Consultants/Senior Consultant        $280 - $530
     Administrative/Paraprofessionals     $115 - $230

Notwithstanding these hourly rates, FTI has agreed that its fees
will be fixed at a monthly fee of $75,000.

FTI attests it is a "disinterested person" as defined within
Section 101(14) of the Bankruptcy Code.

The Debtors have agreed to indemnify and limit the liability of
FTI.

                  About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Lawyers at
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New
Orleans, serve as the 2012 Debtors' counsel.  BMC Group, Inc.,
serves as claims agent, noticing agent and balloting agent.  In
its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  In October, the
Committee sought and obtained Court approval to employ Frederick
L. Bunol, Albert J. Derbes, IV, of The Derbes Law Firm, L.L.C. as
attorneys.


PINNACLE AIRLINES: Files Plan Supplements, Lease Schedules
----------------------------------------------------------
Pinnacle Airlines Corp. revealed new details about its proposed
Chapter 11 plan in court papers filed on March 29.

The March 29 filings reveal the names of those who will compose
the Board of Directors of the reorganized company on the effective
date of the plan.

The new directors will be Donald Bornhorst, Ryan Gumm, Loren
Neuenschwander and Barry Wilbur, who are currently members of the
Board of Directors of Pinnacle Holdings.  On the effective date,
Mr. Gumm will become the president and chief executive officer of
the reorganized company.

The filings also reveal certain contemplated restructuring
transactions and the establishment of a trust to pay creditors
holding unsecured claims.  The court filings can be accessed for
free at:

   http://bankrupt.com/misc/Pinnacle_AssumedLeases.pdf
   http://bankrupt.com/misc/Pinnacle_RejectedLeases.pdf
   http://bankrupt.com/misc/Pinnacle_CausesofActions.pdf
   http://bankrupt.com/misc/Pinnacle_ExitNote.pdf
   http://bankrupt.com/misc/Pinnacle_BOD.pdf
   http://bankrupt.com/misc/Pinnacle_CertofIncorp.pdf
   http://bankrupt.com/misc/Pinnacle_RestructuringDeal.pdf
   http://bankrupt.com/misc/Pinnacle_TermSheetEDC.pdf
   http://bankrupt.com/misc/Pinnacle_TrustAgreement.pdf

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

The U.S. Bankruptcy Court in New York will hold a hearing March 7
for approval of the explanatory disclosure statement in connection
with the reorganization plan of Pinnacle Airlines Corp.


PINNACLE ENTERTAINMENT: S&P Retains 'BB-' CCR on CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.
gaming operator Pinnacle Entertainment Inc., including the 'BB-'
corporate credit rating, remain on CreditWatch, where S&P placed
them with negative implications on Dec. 21, 2012.

The continued CreditWatch listing reflects Pinnacle's planned
acquisition of Ameristar.  Based on the announced terms, the
transaction values Ameristar at $2.8 billion and will add roughly
$1 billion in additional debt.  This translates into an additional
1.5x of leverage based on Pinnacle and Ameristar's combined EBITDA
for the 12 months ended Dec. 31, 2012, and excluding synergies
that Pinnacle expects to be able to achieve.  Based on S&P's
current performance expectations and capital spending assumptions
for both companies over the next few years, S&P expects this
transaction would result in consolidated leverage increasing to
the mid- to high-6x area as the combined company completes several
new developments.  S&P expects the combined company will generate
negative free cash flow over the next two years as a result of
substantial growth capital expenditures, which will slow
deleveraging.  While S&P would expect the company to deleverage
quickly following the opening of these new properties, leverage
sustained in the mid- to high-6x area over the near term is
somewhat weak for the companies' current ratings, in S&P's view.

In addition to the increase in leverage, an acquisition of this
size creates some degree of integration risk.  S&P believes these
risks are partially mitigated by the fact that the acquisition
will improve the overall business risk profile of Pinnacle by
substantially growing its asset base and adding additional high-
quality assets to its portfolio, expand its geographic diversity,
and strengthen margins, given Ameristar's EBITDA margins compare
favorably with other U.S. commercial gaming operators.

In resolving the CreditWatch listing, S&P will monitor the
companies' ability to address various closing conditions and
receive required regulatory approvals; update S&P's performance
expectations for the combined company; and meet with management to
discuss financing plans, integration plans and potential
synergies, near- and longer-term growth objectives, and financial
policy.  If a downgrade for the combined entity is the outcome of
S&P's analysis, it would be limited to one notch.


POINT CENTER: Taps Goe & Forsythe as Bankruptcy Counsel
-------------------------------------------------------
Point Center Financial, Inc., has asked for authorization from the
U.S. Bankruptcy Court for the Central District of California to
employ Goe & Forsythe, LLP, as general bankruptcy counsel.

The Firm will, among other things, advise the Debtor regarding
matters of bankruptcy law, including the rights and remedies of
the Debtor in regards to its assets and with respect to the
claims of creditors, at these hourly rates:

      Robert P. Goe             $395
      Marc C. Forsythe          $395
      Elizabeth A. LaRocque     $325
      Johnathan D. Alvanos      $250
      Sheila Blackerby          $140
      Kerry A. Murphy           $140

The Firm has agreed to accept $26,500 as an initial retainer, that
was paid to the Firm by National Financial Lending, Inc.  The Firm
requests payment of its fees and costs on a monthly basis once its
retainer is exhausted.

Robert P. Goe, Esq., a member at the Firm, attested to the Court
that the Firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                        About Point Center

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

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

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

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

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.


POINT CENTER: Taps Michael Wexler as Special Appellate Counsel
--------------------------------------------------------------
Point Center Financial, Inc., has sought permission from the U.S.
Bankruptcy Court for the Central District of California to employ
Michael H. Wexler, a member at Fox Johns Lazar Pekin and Wexler,
APC, as special appellate counsel.

The Debtor requires the services of the Firm in connection with
the Debtor's appeal pending in the Court of Appeal State of
California, Fourth Appellate District Division One,
Court of Appeal No. D061665, where Debtor is the appellant and
Brewer Corporation et al. are collectively the appellees.  The
Appeal stems from a judgment in favor of Brewer and against Debtor
for approximately $2.7 million in an action in the San Diego
Superior Court.  A related case was also the tried in the
Bankruptcy Court for the Southern District where the Firm
represented the Debtor.

The Firm will not be paid by the Debtor but from 6th and Upas,
LLC, which is an entity that makes up the investors for the
subject loan.  Mr. Wexler will be paid $325 per hour for his
services.  Gordon Huckins, who has been and will continue to be
Mr. Wexler's primary assistant in connection with this matter,
will be paid $250 per hour.

Mr. Wexler attested to the Court that the Firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Point Center

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

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

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

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

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.


POINT CENTER: Wants to Hire Robertson Olsen as Special Counsel
--------------------------------------------------------------
Point Center Financial, Inc., has asked for permission from the
U.S. Bankruptcy Court for the Central District of California to
employ Robertson Olsen, LLP, as special bankruptcy counsel.

The Debtor requires the services of the Firm to render
professional services where the Debtor is plaintiff and acts as a
manager for various post-foreclosure LLCs in trying to get the
tenants in common to execute grant deeds from the TICs to the LLCs
and papers consenting to join the LLCs and related litigation
against the TICs.  Defendants entered into a written contract with
the Debtor wherein the defendants agreed to transfer, upon request
by the Debtor, their respective fractional fee interest in a
parcel of real property to a LLC formed by the Debtor, in exchange
for membership interests in the LLC.  After defendants breached
their written contracts with the Debtor, the Debtor filed lawsuits
to recover damages for the breach as well as to enforce the terms
of their agreements against the defendants.  The Debtor said that
this was necessary to clean up title and allow the LLCs to market
and sell a particular property owned by an LLC.  The Debtor may
need to file similar litigation matters in the future.

The Firm will be paid $225-$415 per hour for its services.

Jon R. Robertson, Esq., a member at the Firm, attested to the
Court that the Firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        About Point Center

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

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

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

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

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.


POINT CENTER: U.S. Trustee Appoints 7 Members to Creditors Panel
----------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, last month
seven members to the Official Committee of Unsecured Creditors in
Point Center Financial, Inc.'s Chapter 11 case.

The Committee members include:

      1) Brady Company/ San Diego, Inc.
         David B. Dolnick
         8100 Center Street
         La Mesa, CA 91942

      2) Phillips Family Trust
         Neil Phillips
         61 Golf Ridge
         Dove Canyon, CA 92679

      3) Dynalectric Company
         George C. Gowland
         9505 Chesapeake Drive
         San Diego, CA 92123

      4) Charles Ortloff
         18310 Southview Avenue
         Los Gatos, CA 95033-8537

      5) Raymond E. Ponce, M.D.
         28572 Paseo Zorro
         San Juan Capistrano, CA 92675

      6) Charton Family Trust
         Lloyd Charton
         73 Ritz Cove Drive
         Dana Point, CA 92629

      7) Geoffrey Siodmak
         11888 Rancho Heights Road
         Pala, CA 92059

                        About Point Center

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

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

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

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

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.


POLY SHIELD: DMCL Raises Going Concern Doubt
--------------------------------------------
Poly Shield Technologies Inc. (formerly Globetrac Inc.) filed on
March 29, 2013, its annual report on Form 10-K for the year ended
Dec. 31, 2012.

Dale Matheson Carr-Hilton Labonte LLP (DMCL), in Vancouver,
Canada, expressed substantial doubt about Poly Shield's ability to
continue as a going concern, noting that the Company has incurred
losses and that further losses are anticipated.

The Company reported a net loss of $777,800 on $4,549 of royalty
income in 2012, compared with a net loss of $65,000 on 441,699 of
royalty income in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.0 million
in total assets, $990,232 in total liabilities, and stockholders'
equity of $45,400.

A copy of the Form 10-K is available at http://is.gd/lGKt0H

Boca Raton, Fla.-based Poly Shield Technologies Inc., has, as a
result of acquiring rights to the Teak Shield fluoropolymer
products, the Bio Scrubber technology and the Exhaust Scrubber,
shifted its efforts into marketing of cost effective, energy
efficient and durability solutions in various industries
worldwide.  Its main efforts are directed toward marketing the
Exhaust Scrubbers to various divisions of the marine industry,
such as cruise, cargo, tanker and navy ships.  The fluoropolymer
(Teak Shield) products complement the Company's Exhaust and Bio
Scrubbers, as one of the main usages for these products is also in
marine industry.


POWERWAVE TECHNOLOGIES: May Pay Work Fee to Bondholders Group
-------------------------------------------------------------
Powerwave Technologies Inc., in a March 14 court order, received
permission to use $150,000 of the cash collateral of its
prepetition secured lender, P-Wave Holdings LLC, to pay a work fee
to the counsel for a group of bonholders that intend to provide
postpetition financing to the Debtor.

P-Wave is owed roughly $35 million as of the Debtor's bankruptcy
filing date.

The March 14 ruling constitutes a third interim cash collateral
order.  The ruling also provides that P-Wave may credit bid all or
a portion of the outstanding obligations in the event of a sale of
the Debtor's assets.

There's a hearing April 10 to consider the Debtor's continued use
of cash collateral.

                   About Powerwave Technologies

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

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

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

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

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

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors has retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.


POWERWAVE TECHNOLOGIES: Can Hire Bradley Dietz as CRO
-----------------------------------------------------
Powerwave Technologies Inc. received the green light to employ
Bradley I. Dietz as its chief restructuring officer, effective
March 15.

As disclosed to the Court at a March 14, 2013 continued hearing on
the Debtor's motion seeking authority to use cash collateral, and
as set forth in the third interim order authorizing the use of
cash collateral entered by the Court on March 14, the Debtor's
prepetition secured lender, P-Wave Holdings, LLC, with the support
of the Official Committee of Unsecured Creditors, required that
the Debtor retain the services of a CRO no later than March 21
and, if such retention does not occur, a "Termination Event" under
the Third Interim Cash Collateral Order would arise.

P-Wave is owed roughly $35 million as of the bankruptcy filing
date.

After negotiations with P-Wave and the Committee, and after a
careful analysis, the Debtor's Board of Directors, after a meeting
and upon the advice of the Debtor's professionals and senior
management, concluded that it was in the best interests of the
Debtor's estate to retain a CRO.

The Court's order approving the CRO hiring was entered March 21.

Mr. Dietz is an experienced financial professional with more than
25 years of corporate finance experience in mergers and
acquisitions and corporate restructuring.  Mr. Dietz headed the
restructuring business of Peter J. Solomon Company as a Managing
Director and Partner for 10 years.  Mr. Dietz has worked with
companies, management teams, boards of directors and creditor
constituencies to realize value through improvement in operations
and balance sheet initiatives in all of his assignments, including
his current duties as a member of the boards of directors of seven
companies.

Prior to joining PJS, Mr. Dietz spent 10 years at Citibank in the
bank's restructuring group principally managing large syndicated
credits. Mr. Dietz was a Managing Director and Senior Credit
Officer of Citibank.  Mr. Dietz was also a mergers and
acquisitions banker in Citibank's Investment Banking Division
prior to joining the restructuring group.

Mr. Dietz currently serves as Chairman of the Board of Orchard
Brands, a leading multi-channel retailer.  Mr. Dietz is also a
lead director of ACA Financial Guaranty, a monoline insurance
company.  Mr. Dietz is active or has served on approximately a
dozen boards, or has acted as a fiduciary for companies, including
Cinram International Income Fund, Stratus Technologies, Cosmetic
Essence, Nationwide Argosy, Citrus Lands of Louisiana, Pillowtex,
Friedman's Jewelers, Bally Total Fitness and First Capital
Holdings.

As set forth in the Third Interim Cash Collateral Order, the
Debtor is retaining Mr. Dietz to: (a) market the assets of the
Debtor; and (b) recommend and implement a transition and
restructuring plan for any assets or business lines not likely to
be sold promptly to a third party purchaser.  Based on Mr. Dietz's
expertise and experience in the restructuring space, the Debtor
believes that the retention of Mr. Dietz as the Debtor's CRO is in
the best interests of the Debtor's estate.

The principal terms of Mr. Dietz's engagement are:

     a. Mr. Dietz will be paid $35,000 each month commencing upon
Court approval (nunc pro tunc to March 15) and on the 15th of each
month thereafter.

     b. The Debtor will reimburse Mr. Dietz for reasonable out-of-
pocket expenses including, but not limited to, costs of travel,
legal counsel (including legal counsel retained to draft and
enforce the Engagement Letter), any applicable state sales or
excise tax and other direct expenses.

The Engagement Letter further provides that the Debtor will
indemnify Mr. Dietz in connection with his work as CRO.

Mr. Dietz attests he does not have any connection with or any
interest adverse to the Debtor, its significant creditors, or any
other significant party in interest known to Mr. Dietz, or its
respective attorneys and accountants.

                   About Powerwave Technologies

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

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

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

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

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

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors has retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.


POWERWAVE TECHNOLOGIES: Court Approves Committee Hirings
--------------------------------------------------------


Judge Mary F. Walrath has authorized the Official Committee of
Unsecured Creditors appointed in the Chapter 11 case of Powerwave
Technologies Inc. to retain:

   -- Sidley Austin LLP (contact: Brian J. Lohan, Esq.), as co-
counsel, to be paid an hourly rate ranging from $200 to $875;

   -- Young Conaway Stargatt & Taylor LLP (contact: M. Blake
Cleary, Esq.) as co-counsel, to be paid the following hourly
rates: $405 to $880 for partners, $255 to $385 for associates, and
$45 to $220 for paralegals and administrative staff; and

   -- Zolfo Cooper, LLC (contact: David MacGreevey), as bankruptcy
consultants and financial advisors to be paid a $75,000 monthly
fee, plus a transaction fee that is equal to 2% of the amount by
which the total value of a transaction exceeds $40 million, capped
at $90 million.  A transaction could mean the sale of the Debtor's
equity in subsidiaries, net operating losses, or assets;
assumption of the Debtor's liabilities; reorganization or
liquidation; or the entry of any post-plan trust agreement.

The firms assure the Court they are each a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Committee's.

                   About Powerwave Technologies

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

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

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

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

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

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.


PT BERLIAN LAJU TANKER: U.S. Judge Grants Provisional Relief
------------------------------------------------------------
U.S. Bankruptcy Judge Stuart M. Bernstein in New York entered an
order granting provisional relief to PT Berlian Laju Tanker Tbk,
and enjoining creditors from executing against BLT's assets and
commencing lawsuits against BLT in the U.S.

Cosimo Borrelli, the foreign representative of BLT, sought a
preliminary injunction pending a hearing to consider recognition
of the company's proceedings in the Central Jakarta Commercial
Court in Indonesia as a "foreign main proceeding".

                      Indonesian Proceeding

On June 14, 2012, PT Bank Mandiri (Persero) Tbk, an Indonesian
bank, filed a PKPU application against BLT commencing the
Indonesian Proceeding.

PKPU stands for Penundaan Kewajiban Pembayaran Utang, an
Indonesian phrase meaning "suspension of payments."  A PKPU is a
court-enforced suspension of payments process which is designed to
provide a debtor limited time to reorganize its affairs.

On March 14, 2013, the requisite majority of both the secured and
unsecured creditors of BLT voted to approve BLT's restructuring
plan in the Indonesian Proceeding.  The PKPU Plan received
unanimous approval from BLT's secured creditors and the approval
of a majority of 70% in number and 82% in value from BLT's
unsecured creditors.

On March 22, 2013, the Indonesian Court entered an order approving
the PKPU Plan.

The Foreign Representative has filed the Chapter 15 bankruptcy
case to obtain recognition of the terms of BLT's PKPU Plan in the
U.S. and obtain a stay of all collection efforts against BLT and
its property.

                    Dispute Over MLA Carve-Out

The temporary injunction was not immediately granted following the
March 27 hearing as there was a dispute between the Gramercy Funds
and BLT over a carve-out granted in favor of a group of secured
creditors, identified as the MLA Lenders.

Gramercy Funds, which sought to commence involuntary Chapter 11
proceedings for BLT, says it does not oppose the U.S. Bankruptcy
Court's recognition of the Indonesian proceeding.  However, it
noted that the proposed provisional order "would grant a group of
secured creditors -- the MLA Lenders -- the unfettered ability to
exercise creditor remedies outside the Court's oversight."
This carve-out for the MLA lenders threatens to undermine BLT's
fragile restructuring, Gramercy said.

Counsel to the foreign representative stated that following the
March 27 hearing, the parties have attempted -- but failed -- to
reach agreement over the disputed provision.  It insisted that the
order provide: "Nothing contained in this Order shall affect the
rights and obligations of the MLA Lenders, which are not parties
in the Indonesian Proceeding."

Noting that at the March 27 hearing, the judge said that "[t]o the
extent you're subject to restrictions elsewhere, you're subject to
restrictions elsewhere," Gramercy asked the Court to use the very
same language the court has once endorsed in the Chembulk Chapter
15 cases: "Nothing contained in this Order should be construed as
limiting or restricting the ability of a creditor to take action
to the extent permitted by the PKPU Plan or the PKPU Order."

The order signed by Judge Bernstein on March 28 provides: "Nothing
contained in this Order shall affect the rights and obligations of
the MLA Lenders, in a manner inconsistent with their rights and
obligations if any, under the PKPU Plan or the PKPU Order.  Thus,
if the PKPU Plan or PKPU Order do not impose restrictions on the
MLA Lenders, this Order does not impose any restrictions on them
either."

The order also provides, "Nothing contained in this Order shall
stay or otherwise impact the proceedings in In re PT Berlian Laju
Tanker Tbk, No. 12-14874 (SMB). Proceedings in the Chapter 11 Case
shall be governed by the orders entered therein."

                         About PT Berlian

PT Berlian Laju Tanker Tbk is the largest Indonesian shipping
company, focusing on liquid bulk cargo, with operations primarily
in Asia with some expansion into the Middle East and Europe.
It has about 70 tankers.

Beginning in the latter half of 2008, the financial crisis in the
United States and Europe led to dramatic decreases in various
industrial production capabilities.  As a result BLT suffered
significant financial difficulties.  In January 2012, BLT breached
a covenant to maintain certain cash ratios and some of its
subsidiaries had failed to pay certain charter hires.

In March 2012, PT Berlian put 15 subsidiaries into Chapter
15 proceedings in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-
11007) to complement a bankruptcy reorganization in Singapore,
where the subsidiaries are based, and to prevent creditors from
seizing the company's vessels when they call on U.S. ports.  In
April 2012 the U.S. judge ruled that Singapore is home to the so-
called foreign main proceeding for the operating subsidiaries.

In June 2012, Indonesian bank PT Bank Mandiri (Persero) Tbk began
involuntary bankruptcy proceedings in Indonesia against the PT
Berlian parent, followed by the involuntary petition the Gramercy
funds filed in New York in December.

PT Berlian was the subject of an involuntary Chapter 11 bankruptcy
filed in New York (Bankr. S.D.N.Y. Case No. 12-14874) on Dec. 13,
2012, by investor Gramercy Distressed Opportunity Fund II along
with two sister funds.  The funds, all located in Greenwhich,
Conn., are allegedly owed $125.5 million.

In addition, more than a dozen subsidiaries have been under
Chapter 11 protection in New York since 2012.

PT Berlian Laju filed a Chapter 15 cross-border bankruptcy (Bankr.
S.D.N.Y. Case No. 13-10901) on March 26, 2013, in New York to
enforce its restructuring in Indonesia.


PVL-HOLDINGS: Meeting of Creditors on May 2
-------------------------------------------
There's a meeting of creditors in the Chapter 11 case of
PVL-Holdings, LLC, on May 2, 2013 at 1:00 p.m.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

The Debtor owns a property in the county of Nye, Nevada, valued at
$12,575,000, and securing a $12,570,300 debt to Specialty Trust,
Inc.  A copy of the schedules filed together with the petition is
available for free at http://bankrupt.com/misc/nvb13-12464.pdf

PVL-Holdings, LLC, filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 13-12464) in Las Vegas, on March 26, 2013.  Matthew L.
Johnson & Associates, P.C., in Las Vegas, serves as counsel to the
Debtor.

Proofs of claim are due July 31, 2013.


PWK TIMBERLAND: Proposes to Employ & Pay Two Insiders
-----------------------------------------------------
PWK Timberland, LLC, filed a motion to continue to employ two
insiders and pay them compensation at a rate "believed to be at or
below that which is paid to management in comparable positions
with other businesses similar to the entity."

Samuel Y. Pruitt, President/Manager, is employed as the Company's
general manager and executive officer and is responsible for the
day to day operations.  His duties include:

   1. Timber sales/marketing, management of the timber harvest and
reforestation of the land.

   2. Hands on supervision of timber marking with contractors,
establishing property lines, marking timber and pulpwood when a
selected harvest of saw timber and pulpwood is conducted.

   3. Maintaining the roads and some of the fire lanes on PWK
land.

   4. Management of all of PWK's oil and gas leasing and records
of these leases, seismic permit leasing and records.

   5. Management of the company's 30+ hunting and surface leases.

   6. Management of the company's financial affairs, including
office management, account management and tax obligations.

   7. Management of litigation and the employment and payment of
professionals necessitated by litigation.

Samuel Pruitt is requesting compensation in the amount of $7,590
per month and payment of medical insurance premium and
reimbursement for his mileage.  The Debtor believes this is
reasonable and consistent with his pre-petition compensation.

Daniel T. Pruitt, BS Finance LSU, works part time at $15 per hour.
His duties include:

    1. Serving as assistant to the Manager.

    2. Providing assistance to the manager with forestry duties,
maintaining land lines, cruising timber stands, survival plots on
newly planted tree stands and marketing timber.

    3. Assisting the manager with dealing with some of the hunting
lessee's, the oil leases and the financial record keeping of the
company.

Daniel Pruitt was hired on Jan. 31, 2013, and was being paid $15.
He worked between 30 to 35 hours bi-weekly.

According to the court filing, there is significant monthly income
such that the company can afford the requested salary of the two
insiders.

                        About PWK Timberland

Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11
protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013.
Gerald J. Casey, Esq., serves as counsel to the Debtor.
The Debtor estimated assets of at least $10 million and
liabilities of up to $10 million.

The Debtor's Chapter 11 plan is due Sept. 18, 2013.


PWK TIMBERLAND: Schedules Filing Deadline Extended to April 22
--------------------------------------------------------------
PWK Timberland, LLC, obtained an extension until April 22, 2013,
of the deadline to file its schedules of assets and liabilities
and statement of financial affairs.  The documents were originally
due April 5, 2013.

                        About PWK Timberland

Lake Charles, Louisiana-based PWK Timberland, LLC, sought Chapter
11 protection (Bankr. W.D. La. Case No. 13-20242) on March 22,
2013.  Gerald J. Casey, Esq., serves as counsel to the Debtor.
The Debtor estimated assets of at least $10 million and
liabilities of up to $10 million.

The Debtor's Chapter 11 plan is due Sept. 18, 2013.


PWK TIMBERLAND: Proposes Gerald Casey as Counsel
------------------------------------------------
PWK Timberland, LLC, seeks approval to employ Gerald J. Casey,
Esq., of Lake Charles, Louisiana, as attorney under a general
retainer to give the Debtor legal advice with respect to its
powers and duties as debtor-in-possession in the continued
operation of the Debtor's business and management of the Debtor's
property and to perform all legal services for the Debtor in
possession which my be necessary.  Casey's hourly rate was not
disclosed in the court filings.

                        About PWK Timberland

Lake Charles, Louisiana-based PWK Timberland, LLC, sought Chapter
11 protection (Bankr. W.D. La. Case No. 13-20242) on March 22,
2013.  The Debtor estimated assets of at least $10 million and
liabilities of up to $10 million.

The Chapter 11 plan is due Sept. 18, 2013.


PWK TIMBERLAND: Section 341(a) Meeting Scheduled for April 25
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of PWK Timberland,
LLC, will be held on April 25, 2013, at 1:30 p.m. at 341 Meeting,
1st Courtroom, Lake Charles.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

PWK Timberland, LLC, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 13-20242) on March 22, 2013.  Samuel Y. Pruitt signed the
petition as manager/president.  The Debtor estimated assets of at
least $10 million an debts of at leaes $1 million.  Judge Robert
Summerhays presides over the case.  Gerald J. Casey, Esq., serves
as the Debtor's counsel.


READER'S DIGEST: To Sell Equity in Non-Debtor Affiliates
--------------------------------------------------------
RDA Holding Co. and its affiliates seek authority to enter into a
purchase and sale agreement for the sale of equity interests in
non-Debtors Selection Du Reader's Digest, S.A., Oy Valitut Palat
-- Reader's Digest AB, and Reader's Digest AB.

The Debtors want to sell Reader's Digest's indirect interest in
the equity securities of Selection du Reader's Digest S.A. (RDA
France) pursuant to a Purchase and Sale Agreement dated as of
March 29, 2013, to Cil Inversiones, S.L., and Sociedad Anonima de
PromĘcion y Ediciones (SAPE) as purchaser and
Uitgeversmaatschappij The Reader's Digest B.V., as licensor.

In addition, the Debors seek approval of a private sale of
Reader's Digest's direct interest in (i) the equity securities of
Oy Valitut Palat -- Reader's Digest ab (RDA Finland) and Reader's
Digest AB (Aktiebolag) pursuant to the terms in the SAPE Purchase
Agreement.

In light of declines in its international operations, prior to the
Petition Date, the Debtors began an extensive marketing process to
solicit potential purchasers, licensees, and other strategic
partners for transactions to divest themselves of certain of their
international operations.  As a result of that solicitation
process, the Debtors have secured a purchaser for their operations
in France, French-speaking Belgium, Sweden, Finland, and certain
other Nordic countries where RDA has licensees.

The SAPE Purchase Agreement will result in significant benefits to
the Debtors' estates, including up-front cash payments totaling
approximately $5,800,000 and royalty income from securing a long-
term license stream for use of certain RDA trademarks and
copyrights in connection with the local editions of Reader's
Digest and other products published in the territories covered by
the Acquired Companies.  The structure of the proposed transaction
allows the Debtors to expatriate cash in the form of the upfront
cash payment that -- given the liquidity concerns of certain of
the Acquired Companies -- the Debtors might otherwise be unable to
access.  The transaction will eliminate the Debtors' exposure to
ongoing losses from operating certain of the Acquired Companies
and the risk that the Debtors would be forced to immediately shut
down one or more of the Acquired Companies, which would likely
result in (a) the commencement of foreign insolvency proceedings
for certain of the Acquired Companies, (b) the Debtors incurring
significant wind-down and severance expenses on account of
required terminations of employees of the Acquired Companies, and
(c) potential litigation for the Debtors that may ultimately delay
their emergence from chapter 11.

The Debtors have extensively marketed the Acquired Companies with
potential purchasers and have reviewed and evaluated all proposals
received.  In addition, due to the rapidly declining value of
certain of the Acquired Companies, and the Debtors' continued
exposure to further costs, liabilities and losses related those
Acquired Companies, the Debtors believe in the exercise of their
business judgment that the appropriate course of action to
maximize value for the Debtors' estates and all parties in
interest is to consummate the Sale in accordance with the
timeframe described herein.  Moreover, the Debtors submit that,
besides jeopardizing timely consummation of the Sale, which is
critical to the successful implementation of the Debtors' business
plan, any auction process would be duplicative of the Debtors'
extensive marketing efforts, and give rise to unnecessary
administrative expenses.

Judge Robert D. Drain has already approved the hearing of the
motion on an expedited basis.  As a result, the hearing on the
motion is set on April 11, 2013, at 10:00 a.m.

                     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: Wants to Sell Software Copywright to Sourcenext
----------------------------------------------------------------
RDA Holding Co. and its affiliates request entry of an order
authorizing them to enter into a sale transaction with Sourcenext
Corporation.

The Debtors own certain interactive English language instruction
software titled "English20" and "EnglishStar" developed for sale
in various international markets since 2010.  The Debtors sold the
Program through certain of their international non-Debtor
affiliates and various distributors, including Sourcenext.  In
2012, global sales of the Program through all outlets steeply
declined but Sourcenext maintained substantial sales in the market
in which it sold the Program.

In response to the revenue decline, the Debtors decided not to
invest in updating and enhancing the Program.  Without the
necessary updates and enhancements, the Program will cease to
function in contemporary systems over time.  For the Program to
continue to have value, the Debtors must transfer it to an entity
that is willing to make the necessary investment in the Program.
The Debtors determined that Sourcenext was the most serious
potential buyer of the Program.

On February 28, 2013, Sourcenext executed a Program Copyright and
Trademark, etc. Transfer Agreement under which the Debtors propose
to transfer all copyright relating to (1) the Program, and (2) the
trademarks, logos, marks, and other intellectual property.

The salient terms of the Transfer Agreement are:

     A. Reader's Digest will transfer any and all copyright,
        ownership right, or any other rights relating to the
        Program and the Trademarks.  Sourcenext will pay to
        Reader's Digest the consideration for such transfer.

     B. The consideration will be US$550,000 (US$500,000 for the
        Program and US$50,000 for the Trademarks).  The Purchase
        Price will be paid in two equal portions, the first 50%
        to be paid upon execution of the Transfer Agreement, and
        the second 50% to be paid at the Closing.

     C. Sourcenext will arrange payment of the consideration by
        wire transfer.  Reader's Digest will bear any bank
        transfer fees incurred in the remittance.

     D. Simultaneously with the receipt of the initial 50% of the
        Purchase Price from Sourcenext upon execution of the
        Transfer Agreement, Reader's Digest will deliver the
        deliverables for the Program to Sourcenext.  Sourcenext
        will have three weeks from the date it receives the
        Deliverables to notify Reader's Digest in writing
        that the Deliverables are unacceptable because of a
        significant defect in them, such notice to specify the
        nature of the defect in detail.

     E. Upon timely rejection of the Deliverables by Sourcenext
        will promptly return all Deliverables to Reader's Digest
        at Sourcenext's expense; will not retain any copy of the
        Deliverables or any portion thereof; will certify to
        Reader's Digest in writing that it has returned the
        Deliverables and has not retained any copy; and the amount
        paid by Sourcenext to Reader's Digest under the preceding
        paragraph will be promptly returned to Sourcenext by wire
        transfer and the Transfer Agreement will be of no further
        force or effect.

     F. Three Business Days following the acceptance by Sourcenext
        of the Deliverables the Closing will take place. At the
        Closing, Reader's Digest will deliver to Sourcenext the
        assignment of intellectual property rights and Sourcenext
        will deliver to Reader's Digest the second 50% portion of
        the consideration.

     G. Effective upon the Closing, the Software License Agreement
        will be terminated by mutual agreement of the parties.
        Sourcenext will pay Reader's Digest in accordance with the
        terms of the Software License Agreement with respect to
        sales prior to the Closing.

The Debtors have marketed the Program and Trademarks to various
other entities and believe that the Sourcenext Transaction
provides the greatest value that the Debtors can obtain with
respect to these assets.  The Program and Trademarks are not core
assets of the Debtors' estates and the Debtors have determined
that the required costs to maintain their value are not warranted
under these circumstances.  Accordingly, the Debtors believe that
the appropriate course of action to maximize value for the estates
and all parties in interest is to consummate the Sourcenext
Transaction.

                     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: Wants Authority to Sell De Minimis Assets
----------------------------------------------------------
RDA Holding Co. and its affiliates seek authorization to sell any
asset for an amount that is less than or equal to $500,000 without
further Court approval, and without providing prior notice of any
such Non-Noticed De Minimis Sale to any party other than what may
be required pursuant to the terms of the DIP Loan Agreement.
However, the Debtors will provide the Creditors Committee with
five business days' notice of any Non-Noticed De Minimis Sale
greater than $250,000, and use their reasonable best efforts in
light of the circumstances to provide any information requested by
the Creditors Committee concerning each Non-Noticed De Minimis
Sale.

The Debtors also seek authorization to take any actions that are
reasonable and necessary to close any Non-Noticed De Minimis Sale
and obtain the sale proceeds, including paying reasonable fees to
third-party sale agents in connection with a Non-Noticed De
Minimis Sale.

The Debtors maintain certain other assets that currently are may
become, unnecessary or unprofitable to use in their business
operations.  Such assets include (1) non-material intellectual
property, including, among other things, certain trademarks and
copyrights; (2) non-material software programs; (3) royalties due
on account of certain non-material licenses; (4) office equipment
and furniture; (5) computers and related parts; and (6) other
assets; in each case of the foregoing that are of relatively de
minimis value as compared to the Debtors' total asset base.

The Debtors anticipate that, during the pendency of the chapter 11
cases, they will attempt to sell, abandon, or otherwise dispose of
other nonessential or burdensome De Minimis Assets.  The Debtors
believe that disposition of most of the De Minimis Assets is
within the scope of the ordinary course of the Debtors' businesses
and, therefore, permitted under section 363(c) of the Bankruptcy
Code.  The Debtors also believe, however, that certain potential
purchasers will request confirmation that De Minimis Asset
dispositions are authorized by the Bankruptcy Court and are made
free and clear of any Liens.  Further, the Debtors anticipate that
a few De Minimis Asset dispositions may constitute transactions
outside of the ordinary course of the Debtors' businesses, thereby
requiring the Court's approval.

The Debtors believe that obtaining Court approval of each
individual disposition of a De Minimis Asset would be
administratively burdensome to the Court and costly to the
Debtors' estates.  In some cases, the cost and delay associated
with seeking individual Court approval for each disposition could
eliminate or substantially undermine the economic benefit to the
Debtors' estates realized from the sale of De Minimis Assets.

To alleviate the cost and delay of having to file a separate
motion for each proposed disposition of De Minimis Assets, the
Debtors also seek approval of the proposed sale procedures and
proposed abandonment procedures.

The proposed De Minimis Sale Procedures will apply only to the
sale of De Minimis Assets involving the receipt by the Debtors of
$2,000,000 or less in total consideration, as measured by the
amount of cash and other consideration being received by the
Debtors on account of the assets being sold.  Pursuant to the De
Minimis Sale Procedures, the Debtors will be permitted to sell
assets that are encumbered by Liens only if (1) those Liens are
capable of monetary satisfaction, or the holders of those Liens
consent to the sale; and (2) such sale is otherwise permitted
under, and in full compliance with, the terms and conditions of
the DIP Loan Agreement.  Further, the Debtors will be permitted to
sell assets co-owned by a Debtor and a third party pursuant to the
De Minimis Sale Procedures only to the extent that the sale does
not violate section 363(h) of the Bankruptcy Code.

The De Minimis Sale Procedures specifically include (1) procedures
for sales where the aggregate amount of transferred consideration
is less than $500,000, (2) procedures for sales where the
aggregate amount of transferred consideration is between $500,000
and $2,000,000, (3) certain proposed effects with respect to such
sales, including, without limitation, that buyers will take title
to such De Minimis Assets free and clear of any and all Liens,
pursuant to section 363(f) of the Bankruptcy Code, and (4) certain
monthly reporting procedures.

                     About Reader's Digest

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

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

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

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

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


READER'S DIGEST: Can Pay Prepetition Taxes, Shipping Claims
-----------------------------------------------------------
Judge Robert D. Drain authorized RDA Holding Co. and its
affiliates to pay prepetition taxes and assessments.  The Court
also directed financial institutions to honor and process related
checks and transfers.

The Debtors are authorized, but not directed, to issue new
postpetition checks, or effect new electronic funds transfers, on
account of Prepetition Taxes and Assessments 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 case.

In a separate order, the Bankruptcy Court authorized the Debtors
to make payments of all Shipping and Warehousing Charges, whether
relating to the period before or after the Petition Date, as the
Debtors determine to be necessary or appropriate to obtain the
release of Goods, provided, however, that the aggregate amount of
such payments will not exceed $2 million.

The Debtors, any third parties acting as their customs brokers,
and their agents are also authorized to make all payments with
respect to Customs Duties.

The Court also authorized the Debtors to establish procedures for
interim compensation and reimbursement of expenses of
professionals.  The Debtors will include all payments to Retained
Professionals on their monthly operating reports, detailed so as
to state the amount paid to each Retained Professional; provided
however, that amounts paid to Ordinary Course Professionals may be
stated in the aggregate on any monthly operating reports.

A copy of the order, together with the interim compensation
procedures, is available for free at:

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

                     About Reader's Digest

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

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

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

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

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


REVEL AC: Sets May 9 Bar Date for Claims of At Least $2.5MM
-----------------------------------------------------------
Revel AC, Inc., sought and obtained approval of its request to
establish limited bar dates for filing proofs of claim.  To ensure
that they stay on track with the milestones that they have agreed
upon with parties to the restructuring support agreements, the
Debtors propose to establish a claims process by setting deadlines
by which only holders of unsecured non-priority claims of $2.5
million or greater will be required to file written proof of
claims.

The purpose of providing a bar date for claims valued at $2.5
million or greater is to allow holders of the term loan credit
agreement claims, who pursuant to the Plan will receive 100% of
the new equity interests in the reorganized debtors, the ability
to monitor the amount of general unsecured claims.

The RSA provides, as a condition to the effectiveness of Revel's
Plan, that the steering committee of lenders must have reasonably
determined that the aggregate amount of general unsecured claims
will not likely exceed $25 million above a pre-agreed baseline
amount for ordinary course payables.

The Debtors expect to file around April 4 a modified Schedule F,
which contains solely general unsecured non-priority claims
against the Debtors of $2.5 million or greater as reflected on the
Debtors' books and records.

At the Debtors' behest, the Court ordered that each person, other
than a governmental unit, that asserts an unsecured non-priority
claim of $2.5 million or greater against any of the Debtors that
arose before the Petition Date, will be required to file an
original, written proof of that claim by May 9 at 4:00 p.m.
prevailing Eastern Time.

With respect to all governmental units, the bar date will be
Sept. 23, 2013 at 4:00 p.m., which is 180 days after the Petition
Date.

Entities covered by the bar date include those entities (i) whose
applicable claims are not listed in the modified Schedule F or is
listed as contingent, unliquidated, or disputed and (ii) who
believe that their claims are improperly classified or are listed
in an incorrect amount, are required to file proofs of claims. Any
entity that holds unsecured non-priority claims against the
Debtors of less than $2.5 million are not covered by the bar date.

Proofs of claim must be sent to:

    By mailings:   Revel AC, Inc.
                   c/o Epiq Bankruptcy Solutions, LLC
                   FDR Station, P.O. Box 5014
                   New York, NY 10150-5014

    By hand:       Revel AC, Inc.
                   c/o Epiq Bankruptcy Solutions, LLC
                   7575 Third Avenue, 3rd Floor
                   New York, NY 10017

                  Other Schedules May Not Be Filed

The Debtors sought and obtained an extension of 60 days through
and including June 7, 2013, of the deadline to file their
schedules and statements -- other than the Modified Schedule F --
beyond the 14-day initial period provided by Bankruptcy Rule
1007(c).  The Court ruled that the requirement to file the
disclosures is waived if the Debtors' Chapter 11 plan are
confirmed and declared effective before June 7.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

Already accepted by creditors, Revel's plan is designed to reduce
debt for borrowed money by 82%, from $1.52 billion to $272
million. For a projected 19% recovery, holders of an $896 million
secured term loan are to receive all the new equity. General
unsecured creditors are to be paid in full.


REVEL AC: To Present Plan for Confirmation on May 13
----------------------------------------------------
U.S. Bankruptcy Judge Judith H. Wizmur will commence a hearing on
May 13, 2013, at 10:00 a.m. to consider confirmation of the
Chapter 11 plan that would reduce Revel AC Inc.'s debt by
$1.25 billion.

At the hearing, the judge will also consider approval of the
explanatory disclosure statement.  Objections to confirmation of
the Plan and adequacy of the information in the disclosure
statement are due May 6.

Revel will reduce its debt by more than 82% from $1.52 billion to
$272 million, through a debt-for-equity conversion.  Revel has
secured votes from a supermajority of its lenders, which is in
excess of the amount required for the court to approve the plan.

Under the restructuring support agreement signed with 87.0% of the
holders of the 2012 credit agreement claims, 76.0% of the holders
of the term loan credit agreement claims, and 76.1% of the holders
of the second lien note claims, the Debtors are required, among
other things, to request that a hearing to confirm the Plan be
scheduled by May 22.

Accordingly, the bankruptcy judge has approved this schedule of
events:

     Voting Record Date                         March 12, 2013

     Distribution of Solicitation Package       March 13, 2013

     Lender Voting Deadline                     March 20, 2013

     Petition Date                              March 25, 2013

     Distribution of Confirmation Hearing
       Notice                                   March 28, 2013

     Noteholder Voting Deadline                 April 10, 2013

     Objection Deadline                         May 6, 2013

     Reply Deadline                             May 10, 2013

     Confirmation Hearing                       May 13, 2013

                      $250-Mil. DIP Financing

The Debtors have obtained interim approval of their request to
access DIP financing and use cash collateral.  A final hearing is
slated for April 18, 2013, at 10:00 a.m.  Access to cash
collateral will terminate April 22, 2013 if the final order has
not been entered by that date.

Certain of Revel's lenders will provide approximately $250 million
in debtor-in-possession financing (DIP), approximately $42 million
of which constitutes new money commitments and approximately $208
million of which constitutes prepetition debt.

In addition, Revel will obtain $335 million in exit financing,
which consists of a $75 million revolver and $260 million term
loan.  The proceeds of the exit facility will be used to provide
Revel with additional working capital, fund certain capital
expenditures, repay the DIP financing, and pay expenses related to
the restructuring upon emergence from Chapter 11.

                       Trading Restrictions

The Debtors also obtained interim approval of notification and
hearing procedures regarding the transfers of, or declarations of
worthlessness for federal or state tax purposes with respect to,
common stock in Revel AC, Inc. or of any beneficial interest
therein that must be complied with before trades or transfers of
such securities or declarations of worthlessness become effective
and ordering that any purchase, sale, or other transfer of, or
declaration of worthlessness with respect to, the common stock in
violation of the proposed notification and hearing procedures
shall be void ab initio.  The Debtors said they need to protect
and preserve their valuable tax attributes.  A final hearing on
the motion is slated for April 18.

                          Chapter 11 Plan

As of March 13, 2013, the Debtors had total outstanding debt
inclusive of the accrued and unpaid interest and fees, of
$1.503 billion:

   (a) $192 million in principal plus $2.4 million in interest
       under their senior secured 2012 credit  agreement,

   (b) $896 million in principal plus $25.5 million in interest
       under their senior secured term loan facility, and

   (c) $366 million in principal plus $21.5 million in interest
       under their 12% second lien notes due 2018.

The Prepackaged Plan provides for these terms:

     -- $208 million in loans outstanding under the 2012 credit
agreement (Class 1) will be repaid in full in cash by the proceeds
of the DIP facility or the second lien exit facility, as
applicable; provided, that unless otherwise agreed, any letters of
credit issued as of the Petition Date shall be deemed to be issued
under the DIP Facility or cash collateralized at 103% of any
letter of credit exposure.  Recovery: 100%.

     -- Approximately $923 million of loans outstanding under the
term loan credit agreement (Class 2) will be converted into 100%
of new common equity to be issued by the Reorganized Debtors.
Impaired. Recovery: 19%.

     -- Holders of the approximately $388 million in obligations
under the second lien notes (Class 3) will receive their Pro Rata
share of the "contingent payment rights" of up to an aggregate
amount of $70 million. The contingent payment rights will be non-
recourse to the Reorganized Debtors and shall expire on the
earlier of (a) 20 years after the State of New Jersey first
reimburses the Debtors with an ERG Grant Payment, and (b) the date
upon which the ERG Proceeds disbursed on account of the contingent
payment rights equal an aggregate amount of $70 million.
Impaired.  Recovery: 18%.

     -- Holders of priority non-tax claims (Class 4), and other
secured claims (Class 5) are unimpaired and are deemed to accept
the Plan.  Recovery: 100%.

     -- General Unsecured Claims (Class 6) will reinstated, paid
in the ordinary course of business, or paid upon the later of the
Effective Date, the date on which the general unsecured claim
against the reorganized debtors becomes an allowed general
unsecured claim, or such other date as may be ordered by the
Bankruptcy Court.  Unimpaired.  Deemed to Accept.  Recovery: 100%.

     -- All intercompany claims (Class 7) will be reinstated in
full or in part or cancelled or discharged in full or in part, in
each case, to the extent determined appropriate by the Reorganized
Debtors.  Unimpaired.  Deemed to Accept. Recovery: 100%.

     -- All existing interests, including all warrants, will be
extinguished and existing equity holders (Class 9) and warrant
holders (Class 8) will not receive or retain on account of such
interests any property under the Plan.  Impaired.  Deemed to
Reject.  Recovery 0%.

To evidence their support of the Debtors' restructuring plan,
87.0% of the holders of the 2012 credit agreement claims, 76.0% of
the holders of the term loan credit agreement claims, and 76.1% of
the holders of the second lien note claims have executed the
Restructuring Support Agreement, dated as of Feb. 19, 2013,
amended March 8 and March 13.

A copy of the Plan is available for free at:

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

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

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

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

Already accepted by creditors, Revel's plan is designed to reduce
debt for borrowed money by 82%, from $1.52 billion to $272
million. For a projected 19% recovery, holders of an $896 million
secured term loan are to receive all the new equity. General
unsecured creditors are to be paid in full.


REVEL AC: Wins Interim OK to Pay Trade Claims
---------------------------------------------
Revel AC Inc. and its affiliates obtained interim approval of
their request to pay certain unsecured claims in the ordinary
course of business.  A final hearing is slated for April 18.

Revel's prepackaged Chapter 11 plan provides that all general
unsecured claims, including trade claims, will be unimpaired and
paid in the ordinary course of business.  The Debtors intend to
present the Plan for confirmation in May.

The Debtors requested approval to pay -- even before the Plan is
confirmed -- trade claims in their sole discretion, provided that
the Debtors reserve the right to condition payments or receiving
trade terms that must be acceptable to the Debtors.

The Debtors said they incur obligations to various creditors that
provide the Debtors with a variety of goods and services.
According to the Debtors, authorizing payment of trade claims in
the ordinary course of business will minimize any disruption to
the Debtors' business and will allow for a smooth expeditious
reorganization in the Chapter 11 cases.

The Debtors estimate that, as of the Petition Date, they owe
$27 million on account of undisputed trade claims.  The Debtors
are not seeking to pay these amounts immediately, but rather to
pay such amounts as they become due and payable in the ordinary
course of business.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

Already accepted by creditors, Revel's plan is designed to reduce
debt for borrowed money by 82%, from $1.52 billion to $272
million. For a projected 19% recovery, holders of an $896 million
secured term loan are to receive all the new equity. General
unsecured creditors are to be paid in full.


REVSTONE INDUSTRIES: Seeks Extra Time to File Exclusive Plan
------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Revstone Industries
LLC on Monday asked a Delaware bankruptcy judge to extend the
exclusivity period for it to file a Chapter 11 plan, a move that
would give the auto parts conglomerate continued control over its
frequently contentious bankruptcy.

The report related that the manufacturer's actions have come under
scrutiny from a variety of constituencies, including the official
committee of unsecured creditors that has sought to have a Chapter
11 trustee appointed and received court-approval to launch an
investigation of Revstone founder and Chairman George Hofmeister.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

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

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

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

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


RG STEEL: Wells Fargo Says Allegations by UCC 'Baseless'
--------------------------------------------------------
Wells Fargo Capital Finance LLC hit RG Steel LLC's unsecured
creditors for making unfounded accusations against the company in
an attempt to win court approval to sue the steelmaker's chief
executive.

On Feb. 22, the unsecured creditors' committee asked Judge Kevin
Carey to rule it had standing to file a revised complaint against
RG Steel CEO Ira Rennert for allegedly breaching his fiduciary
duties to the steelmaker.

The committee alleged the chief executive delayed the filing of RG
Steel's bankruptcy case under the pretense of negotiating a
debtor-in-possession facility, which benefited Wells Fargo and
other lenders by charging exorbitant fees and interest.

The committee also alleged that Mr. Rennert was responsible for
Wells Fargo's refusal to draw down on the cash collateral posted
by Renco, depriving RG Steel of a valuable source of funding to
offset its liabilities.

Wells Fargo's lawyer, Timothy Cairns of Pachulski Stang Ziehl &
Jones LLP, belied allegations that the company did not apply the
collateral to maintain its close relationship with Renco or due to
the chief executive's influence on Wells Fargo.  He clarified that
it is the majority of first lien lenders that decide when to apply
the collateral.

The lawyer also answered the issue regarding the delay in filing
RG Steel's bankruptcy case, saying the timing of the filing was
the result of the steel maker's ongoing talks with the first lien
lenders and other concerned parties.

Mr. Cairns also clarified that the first lien lenders did not
charge a DIP fee or interest at the default rate, and that they
provided a DIP facility under the same economic terms and
conditions as the prepetition facility.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


ROTHSTEIN ROSENFELDT: Trustee's Interview Notes Off Limits
----------------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that a Florida federal
judge on Wednesday rejected a request by alleged co-conspirators
to Scott Rothstein's $1.2 billion Ponzi scheme to force the
bankruptcy trustee for Rothstein Rosenfeldt Adler PA to hand over
his interview notes with the disgraced attorney, saying the notes
are protected work product.

The report related that U.S. District Judge James I. Cohn denied a
motion by investor Frank J. Preve, SFS Funding LLC, Preve &
Associates LLC and E. Chantal Preve seeking access to notes from
an August 2011 interview that Chapter 11 trustee Herbert Stettin
took.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case filed a bankruptcy plan and disclosure statement on Aug. 17.
The plan was filed and signed by the Committee attorney, Michael
Goldberg of Akerman Senterfitt, and not by the court-appointed
trustee Herbert Stettin.  The plan calls for the creation of a
liquidating trust and four classes of claimants.  A date for
confirmation of the plan was left blank.


RTW PROPERTIES: Court Confirms Plan of Reorganization
-----------------------------------------------------
On March 13, the U.S. Bankruptcy Court for the Southern District
of Texas confirmed RTW Properties, Ltd.'s Plan of Reorganization.
The First Amended Disclosure Statement explaining the Debtor's
Plan was approved by the Bankruptcy Court on Feb. 13, 2013.

As reported in the TCR on March 22, 2013, the Debtor's Plan
proposes to resolve the Internal Revenue Service claim, sell the
Tank Farm and pay the Arvest Claim in full and continue leasing
the Schertz property.  The Debtor will continue to make regular
debt payments to Wells Fargo from the rental revenue from the
Schertz property.  The Debtor will pay any allowed IRS claim from
the remaining proceeds from the sale of the Tank Farm.

The anticipated sales price for the Tank Farm is $16 million,
subject to adjustments.  Should the current letter of intent with
One Cypress lapse, the Debtor has received a number of inquiries
from other potential buyers.  The Debtor will conduct a sale under
Section 363 of the Bankruptcy Code post-confirmation with One
Cypress as the buyer, unless it becomes necessary and appropriate
to solicit other buyers.

To date, there have been no unsecured claims filed with the
Court's claim register other than the IRS claim.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/RTW_PROPERTIES_ds_1amended.pdf

                      About RTW Properties

Schertz, Texas-based RTW Properties, Ltd., filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-20319) in Corpus Christi on
June 18, 2012.

RTW Properties owns a petroleum-storage facility in the Port of
Brownville, Texas.  The facility includes tanks with storage
capacity of 230,000 barrels.  The Debtor also owns a tract of land
in Schertz, Texas.  The Schertz property is being leased to an
affiliate of the Debtor, Royal Manufacturing Co.

The Debtor sought bankruptcy protection to resolve a dispute with
the Internal Revenue Service involving excise and other taxes
related to the Debtor's tank farm operation.  The IRS filed a
proof of claim in the amount of $24,919,119.

Langley & Banack, Inc., serves as the Debtor's bankruptcy counsel.
William O. Grimsinger and Chamberlain Hrdlicka serve as special
counsel to prosecute an adversary complaint in connection with the
tax lien.

William R. Mallory, member manager of Royal Holding, LLC, the
general partner of the Debtor, explains in a court filing that
before the petition date, the Internal Revenue Service asserted a
federal tax lien in the amount of $22 million on account of unpaid
excise taxes dating back to years as early as 2003.  For years
prior to the petition date, the Debtor has attempted to resolve
the IRS tax lien to no avail.  The Debtor believes that the
Federal tax lien claimed by the IRS is overstated.

The Debtor intends to resolve the tax lien through an adversary
proceeding.


SANUWAVE HEALTH: Incurs $6.4 Million Net Loss in 2012
-----------------------------------------------------
SANUWAVE Health, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$6.40 million on $769,217 of revenue for the year ended Dec. 31,
2012, as compared with a net loss of $10.23 million on $802,572 of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.85 million
in total assets, $8.36 million in total liabilities and a $6.51
million total stockholders' deficit.

BDO USA, LLP, in Atlanta, Georgia, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

                        Bankruptcy Warning

"The continuation of the Company's business is dependent upon
raising additional capital.  The Company has been working with
select accredited investors to raise capital through issuing
senior secured convertible promissory notes as discussed in Note
(17).  The Company received subscriptions for an aggregate
$430,000 through December 31, 2012.  Subsequent to year-end, the
Company received subscriptions for an additional $1,570,000 in
senior secured convertible promissory notes.  The Company issued
the aggregate $2,000,000 of senior secured convertible promissory
notes on March 8, 2013.  Kevin A. Richardson, II, chairman of the
board of directors of the Company, purchased $60,000 of the senior
secured convertible promissory notes.  Management's plans are to
obtain additional capital in 2013 through the issuance of common
stock and/or other equities and has engaged an investment bank to
assist with this capital raise.

"Additionally, the Company may raise additional capital through
the issuance of common or preferred stock, securities convertible
into common stock, or secured or unsecured debt, an investment by
a strategic partner in a specific clinical indication or market
opportunity, or by selling all or a portion of the Company's
assets.  If these efforts are unsuccessful, the Company may be
forced to seek relief through a filing under the U.S. Bankruptcy
Code."

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

                        http://is.gd/UrLBJ6

On March 25, 2013, SANUWAVE posted to its corporate Web site a
presentation to be given by the management of the Company to
investors to provide an overview of the Company, a copy of the
presentation is available at http://is.gd/C7akYT

                        About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.


SBMC HEALTHCARE: Behavioral Medicine Claim Estimated at $10K
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
estimated at $10,000 Behavioral Medicine of Houston, PA's
unsecured claim in the Chapter 11 cases of SBMC Healthcare, LLC,
for purposes of Plan confirmation.  The Court also ordered that
the estimation is not a final determination on the merits of the
Debtor's objection to claim.  A May 21, 2013, final hearing at 10
a.m. has been set.

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C. in Houston, Texas, is the Debtor's general
bankruptcy counsel.  Millard A. Johnson, Esq., and Sara Mya Keith,
Esq., at Johnson DeLuca, Kurisky & Gould, P.C., in Houston, serve
as the Debtor's special bankruptcy counsel.  Judge Jeff Bohm
presides over the case.

The Official Committee of Unsecured Creditors is represented by
Hall Attorneys, P.C.


SEAWORLD PARKS: Moody's Rates Extended $192.5MM Revolver Debt Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to SeaWorld Parks
& Entertainment, Inc.'s proposed $192.5 million senior secured
five-year revolver. SeaWorld is not receiving any proceeds in
conjunction with the new revolver with the upsize and extension
intended to provide additional liquidity as the company grows. The
new revolver is part of a credit agreement amendment SeaWorld is
proposing that would also loosen the excess cash flow sweep and
the restricted payment covenants including increasing the size of
permitted dividends. Moody's expects SeaWorld to utilize the
additional flexibility to establish a dividend as part of its
pending initial public offering. SeaWorld's B1 Corporate Family
Rating (CFR), B1-PD Probability of Default Rating, Ba3 rating on
the existing senior secured term loan, and stable rating outlook
are not affected.

The additional restricted payment flexibility is credit negative
and the introduction of a dividend will reduce free cash flow.
However, the IPO will lead to a favorable reduction of debt and
leverage and Moody's had already anticipated the company would
establish a dividend following the IPO. The existing credit
agreement permits a dividend of less than $20 million at the
midpoint of the $500 - $700 million IPO size estimated by The Wall
Street Journal (assuming a 50-50 split between the company and
selling shareholders). The resulting payout ratio (as a percentage
of CFO less capital spending) of less than 20% (based on Moody's
2013 projections) would be considerably lower than that of
SeaWorld's closest public peers (Cedar Fair and Six Flags). Payout
ratios for those companies exceed 70%. SeaWorld has not announced
the size of its planned dividend and the permitted dividend as
part of the proposed amendment varies depending on the company's
total leverage level. An annual dividend of up to $120 million
could be permitted based on Moody's estimate of post-IPO leverage,
although the amount is expected to be smaller.

Assignments:

Issuer: SeaWorld Parks & Entertainment, Inc.

Senior Secured Bank Credit Facility (Revolver due 2018),
Assigned Ba3, LGD3 - 40%

Ratings Rationale:

SeaWorld's B1 CFR reflects the strong brands and consumer appeal
of its portfolio of 11 regional and destination amusement parks,
tempered by exposure to cyclical discretionary consumer spending,
high debt-to-EBITDA leverage (estimated 4.9x FY 2012 incorporating
Moody's standard adjustments), and ongoing risks related to cash
distributions or leveraging actions by equity sponsor Blackstone.
The parks generate meaningful annual attendance (approximately
24.4 million in FY 2012) and benefit from high entry barriers and
distinct advantages due to the differentiated animal encounters,
mix of entertainment and rides, and broad demographic appeal.
Amusement parks are capital intensive but Moody's anticipates
SeaWorld will continue its good track record of reinvesting in the
parks to compete for consumers with a wide range of entertainment
alternatives, maintain the attendance base and generate free cash
flow. Attendance at the parks is seasonal and vulnerable to
weather, changes in fuel prices, public health issues and other
disruptions that are outside of the company's control. A good
liquidity position and cash flow generation provide flexibility to
fund a significant ongoing capital program, rollout of major new
rides and attractions in 2013, and the expected introduction of a
dividend following the IPO. Moody's estimates debt-to-EBITDA
leverage will decline to a mid to low 4x range in 2013 due to debt
reduction from the IPO and required term loan amortization as well
as modest EBITDA growth. Moody's assumes that debt reduction is
limited to the 35% claw back on the $400 million senior notes (a
$140 million reduction) with remaining net proceeds to the company
used for the note redemption premium, a payment to Blackstone to
amend its advisory agreement, and transaction fees. SeaWorld

SeaWorld is the borrower of the bank credit facility, which will
consist of the proposed revolver, a term loan A due February 2016
($152 million outstanding as of 12/31/12), and a term loan B due
August 2017 (approximately $1.3 billion outstanding as of
12/31/12). The instruments are rated Ba3 with an LGD3-40%
assessment based on the security pledge of substantially all the
assets of the borrower and current and future domestic
subsidiaries and the debt cushion from $400 million of senior
unsecured notes. Moody's plans to withdrawal the rating on the
existing $172.5 million revolver due February 2016 once the
facility is terminated as part of the refinancing.

The stable rating outlook reflects Moody's expectation that
SeaWorld will continue to generate meaningful cash flow and
maintain a good liquidity position to fund continued reinvestment
in rides and attractions. Moody's anticipates that modest
continued improvement in attendance and earnings, the planned IPO
and required debt payments will reduce debt-to-EBITDA leverage to
a mid to low 4x range in 2013.

Upward rating movement is constrained due to event risks related
to equity sponsor control. However, an upgrade could be considered
if the sponsor ownership and control declines meaningfully and the
company generates solid and growing EBITDA and cash flow,
maintains good park re-investments, and demonstrates the
willingness and ability to sustain debt-to-EBITDA leverage
comfortably below 4.5x (after factoring in projected future
shareholder distributions and other event risks). A good liquidity
position would also be necessary for an upgrade.

Downward rating pressure could occur if cash distributions to
shareholders, acquisitions or declines in attendance and earnings
driven by competition, insufficient or ineffective investments or
a prolonged economic downturn result in debt-to-EBITDA above
5.75x. More aggressive financial policies, or a deterioration in
liquidity (including if Moody's anticipates the company will have
difficulty refinancing its 2016-2017 maturities) could also result
in a downgrade. The Ba3 credit facility rating could be lowered if
the debt cushion from the unsecured notes is reduced in connection
with the IPO.

SeaWorld's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside SeaWorld's core industry and
believes SeaWorld's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

SeaWorld, headquartered in Orlando, Florida, owns and operates 11
amusement and water parks located in the U.S. Properties include
SeaWorld (Orlando, San Diego and San Antonio), Busch Gardens
(Tampa and Williamsburg) and Sesame Place (Langhorne, PA). The
Blackstone Group (Blackstone) acquired SeaWorld in December 2009
in a $2.4 billion (including fees) leveraged buyout. SeaWorld
Entertainment, Inc. (SEAS; SeaWorld's parent) filed for an initial
public offering in December 2012, although the offering size and
the proceeds split between the company and selling shareholders
(primarily Blackstone) has not been determined. SeaWorld's revenue
for the fiscal year ended December 2012 was approximately $1.4
billion.


SEARS HOLDINGS: Board of Directors Approves Incentive Plans
-----------------------------------------------------------
The Compensation Committee of the Board of Directors of Sears
Holdings Corporation approved the restatement of the Sears
Holdings Corporation Annual Incentive Plan and the 2013
performance goals, measures, definitions and other particulars
under the AIP.  Also on Feb. 12, 2013, the Compensation Committee
approved a new long-term incentive structure, consisting of the
Sears Holdings Corporation Long-Term Incentive Program, which was
approved on April 27, 2011, and the new Sears Holdings Corporation
Cash Long-Term Incentive Plan.  The Compensation Committee also
approved 2013 performance goals, measures, definitions and other
particulars under the LTIP and 2013 particulars under the Cash
LTI.

Copies of the Plans are available for free at:

                        http://is.gd/HTQbsx
                        http://is.gd/rFZFrE
                        http://is.gd/a2hsKZ
                        http://is.gd/iRzNfR

                           About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SECUREALERT INC: Sold Subsidiary to David Rothbart
--------------------------------------------------
SecureAlert, Inc., completed the sale of its subsidiary, Court
Programs, Inc., to David Rothbart, who acquired all of the
outstanding stock of CPI.

Mr. Rothbart is the former owner of CPI and purchased the
outstanding stock in exchange for assuming approximately $327,000
in debt and other accrued liabilities net of assets valued at
approximately $154,000.  Mr. Rothbart also signed a promissory
note in favor of the Company in the principal amount of $60,000
which matures on June 1, 2013, and is secured by shares of the
Company's Series D Preferred Stock owned by Mr. Rothbart.  The
transaction closed on Feb. 13, 2013, and was made effective as of
Jan. 1, 2013.

A copy of the Stock Purchase Agreement is available at:

                        http://is.gd/vgsEs9

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

As reported in the TCR on Hansen, Barnett & Maxwell, P.C., in Salt
Lake City, Utah, expressed substantial doubt about SecureAlert's
ability to continue as a going concern, citing losses, negative
cash flows from operating activities, notes payable in default and
accumulated deficit.

The Company's balance sheet at Dec. 31, 2012, showed $28.4 million
in total assets, $23.4 million in total liabilities, and
stockholders' equity of $5.0 million.


SEMINOLE TRIBE: Moody's Raises Special Bonds Rating to 'Ba1'
------------------------------------------------------------
Moody's Investors Service upgraded the Seminole Tribe of Florida's
ratings. The Tribe's taxable and tax-exempt Series A and Series B
bond issues were raised to Baa3 from Ba1, while its taxable and
tax-exempt Special Obligation Bonds were raised to Ba1 from Ba2.
At the same time, Moody's assigned a Baa3 to the Tribe's proposed
$750 million term B due 2020.

Proceeds from the proposed term loan, along with balance sheet
cash, will be used to refinance the Tribe's existing term loan due
2014 of which $794 million is currently outstanding. The rating on
the Tribe's existing term loan, which was also raised to Baa3 from
Ba1, will be withdrawn upon the closing of the new facilities and
its repayment full. The Tribe's Ba1 Corporate Family Rating and
Ba1-PD Probability of Default Rating were withdrawn as the Tribe
is no longer considered by Moody's to be a high-yield issuer.

The rating outlook is stable.

The Tribe's upgrade to low investment grade status reflects
Moody's view that the proposed refinancing will close as currently
proposed. The refinancing of this relatively short-term maturity
was a key condition to the Tribe receiving an upgrade to
investment grade. The upgrade also considers Moody's opinion that
the Tribe has consistently demonstrated the characteristics of a
low investment grade rated issuer, most notably, consistent and
highly profitable earnings growth despite a relatively weak
economic environment along with the maintenance of very strong
credit metrics. Pro forma for the proposed refinancing,
debt/EBITDA is only about 2 times. Additionally, Moody's believes
that the Tribe will continue to maintain the improvements it had
made with respect to corporate governance and internal control
practices, a previous concern that has been resolved but had
historically constrained the ratings.

Ratings upgraded to Baa3 from Ba1:

$68 million Series 2005A Taxable 5.798% Term Revenue Bonds due
Oct. 2013

$280 million Series 2005B Taxable 6.535% Term Revenue Bonds due
Oct. 2020

$37 million Series 2010A Tax-Exempt 5.125% Bonds due Oct. 2017

$330 million Series 2010B Taxable 7.75% Bonds due Oct. 2017

$794 million 2007 term due 2014 (to be withdrawn when $750 million
term B closes)

Ratings upgraded to Ba1 from Ba2:

$113 million Series 2007A Tax-Exempt 5.250% Special Obligation
Bonds due 2027

$60 million Series 2007A Tax-Exempt 5.750% Special Obligation
Bonds due 2022

$66 million Series 2007A Tax-Exempt 5.50% Special Obligation Bonds
due 2024

$105 million Series 2008A Taxable 8.030% Special Obligation Bonds
due 2020

$219 million Series 2007B Taxable 7.804% Special Obligation Bonds
due 2020

New rating assigned:

Proposed $750 million term B due 2020 at Baa3

Ratings withdrawn:

Corporate Family Rating at Ba1

Probability of Default Rating at Ba1-PD

Ratings Rationale:

The Tribe's ratings reflect its substantial market position in the
Florida gaming market, the company's strong financial profile -
Moody's expects debt/EBITDA will remain at or near only 2.0 times
- and good liquidity profile. Additionally, the Tribe's Florida-
based gaming operations have managed to prosper in unfavorable
economic conditions, and in a state that was hit very hard by this
past recession. Key concerns include the Tribe's gaming
concentration in one state, significant dividend obligation, and
other risks common to Native American issuers.

The stable outlook reflects Moody's expectation that the Tribe
will maintain its substantial market position and competitive
advantage in Florida, and that its gaming operations will continue
to exhibit strong financial metrics. The stable outlook also
considers Moody's view that the Tribe will maintain the
improvements it had made with respect to corporate governance and
internal control practices, and that the term loan refinancing
will close as currently proposed.

Further ratings improvement is not likely given the Tribe's
geographic asset concentration and substantial dividend
obligation. The Tribe's ratings and/or outlook could be negatively
affected if any corporate governance and internal control issues
resurface that prompt regulatory and/or accounting scrutiny or
result in consequences that Moody's believes can directly impact
the Tribe's gaming operations -- the source of debt repayment for
the Tribe's rated debt. Ratings could also be lowered if
debt/EBITDA rises above 3.0 times for an extended period of time.

The principal methodology used in this rating was the Global
Gaming Methodology published in December 2009.

The Seminole Tribe of Florida is a federally recognized Indian
tribe that owns and operates seven gaming and resort facilities
throughout southern and central Florida. The Tribe also owns
Seminole Hard Rock Entertainment, Inc. (B2/stable). Seminole Hard
Rock owns and operates Hard Rock cafes located throughout North
America, Europe, Asia, Australia and the Caribbean. The Tribe does
not publicly disclose financial information.


SKY PETROLEUM: Incurs $1.9-Mil. Net Loss in 2012
------------------------------------------------
Sky Petroleum, Inc., filed on March 29, 2013, its annual report on
Form 10-K for the year ended Dec. 31, 2012.

Whitley Penn LLP, in Dallas, expressed substantial doubt about Sky
Petroleum's ability to continue as a going concern, citing that
the Company will need additional working capital to fund
operations.

The Company reported a net loss of $1.9 million in 2012, compared
with a net loss of $1.8 million in 2011.  The Company did not
generate any revenue from operations in 2012 or 2011, and does not
expect to generate any operating revenue until it completes
exploration and development on its properties.

The Company's balance sheet at Dec. 31, 2012, showed $12.0 million
in total assets, $1.2 million in total current liabilities, and
stockholders' equity of $10.8 million.

A copy of the Form 10-K is available at http://is.gd/31i6Zi

Sky Petroleum, Inc., headquartered in Austin, Texas, is an oil and
gas exploration company.  Sky Petroleum's primary focus is to seek
opportunities where discoveries can be appraised rapidly, and
developments can be advanced either by accessing existing
infrastructure, or by applying the extensive experience of
established joint-venture partners.  In addition, the Company also
plans some higher risk, higher reward exploration prospects.


SPENDSMART PAYMENTS: Amends Registration Rights Agreement
---------------------------------------------------------
The SpendSmart Payments Company and various investors that
participated in the Company's Series B Preferred Stock offering,
as well as the Company's common stock offering commenced on
Nov. 30, 2012, and concluded on Dec. 13, 2012, entered into an
Amended and Restated Registration Rights Agreement relating to the
registration of certain securities sold in the Offerings.
Pursuant to the terms of the original Registration Rights
Agreements relating to the Offerings, the holders of 67% of the
securities eligible for registration consented to the Amended RRA.

Pursuant to the terms of the Amended RRA, the Company is not
required to obtain the effectiveness of a registration statement
within a definite time period.  In addition, the Amended RRA
provides that in the event a holder of a warrant sold in the
Offerings elects to exercise such warrant on a cashless basis,
then the Company may, at its discretion, elect to settle such
shares in either registered or unregistered shares.

A copy of the Amended RRA is available for free at:

                        http://is.gd/ZBRXO7

                About The SpendSmart Payments Company

The SpendSmart Payments Company, Inc. (OTCQB: SSPC) -- Making
Money Smarter -- is developing a number of payment solution
options to serve the specific needs of a range of demographic
groups both in the U.S. and internationally.  The Company's
payment card products include a card solution for parents who want
to help their teens develop smart spending habits.  This card is
an instantly trackable, reloadable MasterCard prepaid card that
lets parents and teens track spending in real time.  Features
include the ability to instantly lock, unlock and reload the card
at any time; text alerts to parents and teens showing real-time
transaction details with each purchase; and the freedom and
security of a MasterCard prepaid card without the risk of
overdrafts, accruing debt or affecting credit scores.  The
SpendSmart Payments Company provides parents with a modern way to
help teach their teens financial responsibility, when it counts.


BillMyParents incurred a net loss and comprehensive net loss of
$25.71 million for the year ended Sept. 30, 2012, compared with a
net loss and comprehensive net loss of $14.21 million during the
prior year.

BDO USA, LLP, in La Jolla, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2012.

The Company's balance sheet at Dec. 31, 2012, showed $6.80 million
in total assets, $18.13 million in total liabilities, all current,
$8.36 million in redeemable series B convertible preferred stock,
$1.03 million in redeemable common stock, and a $20.73 million
total stockholders' deficit.


ST. JOSEPH HEALTH: Fitch Puts 'CCC' Bond Ratings on Watch Positive
------------------------------------------------------------------
Fitch Ratings has placed the following bonds, currently rated
'CCC' by Fitch, issued by the Rhode Island Health and Educational
Building Corporation on behalf of St. Joseph Health Services of
Rhode Island on Rating Watch Positive:

-- $17.8 million, series 1999.

SECURITY

The bonds are secured by a pledge of SJHS gross receipts, real
estate, and debt service reserve fund.

KEY RATING DRIVERS

RATING WATCH POSITIVE: The Rating Watch Positive reflects the
recently signed joint-venture letter of intent (LOI) agreement
between SJHS, through its parent CharterCARE Health Partners, and
Prospect Medical Holdings, a for-profit California healthcare
company that owns and operates several facilities in California
and Texas. As part of the agreement, PMH intends to redeem all of
SJHS' outstanding debt upon finalizing the joint-venture. Fitch
expects the joint-venture to be finalized between both
organizations over the next 6-9 months.

WEAK FINANCIAL PROFILE: SJHS' financial profile continues to be
characterized by operating losses, extremely low liquidity, and
weak debt service coverage. However, debt service payments
continue to be paid on time.

WEAK SERVICE AREA CHARACTERISTICS: Located in North Providence,
Rhode Island, SJHS' service area is challenged by high
unemployment, stagnant population growth, and below-average wealth
indicators.

LIGHT DEBT BURDEN: SJHS has a relatively light debt burden as
maximum annual debt service (MADS; $2 million) represented 1.4% of
total annualized revenues through the January 2013 interim period
(four months; unaudited).

RATING SENSITIVITY

POSITIVE RATING MOVEMENT: Fitch would view positively the
completed joint-venture agreement between CCHP and PMH.

Credit Profile

SJHS is located in Rhode Island. The organization operates a 359-
bed acute care general hospital and integrated network of primary
care and specialty clinics. In fiscal 2012, SJHS had $153.5
million in total revenue. SJHS covenants only to disclose annual
audited financial information to EMMA. SJHS has a very
conservative debt profile with 100% fixed rate bonds and no
outstanding swaps.


STEBNER REAL: Asks for Dismissal of Chapter 11 Case
---------------------------------------------------
Stebner Real Estate, Inc., has asked the U.S. Bankruptcy Court for
the Western District of Washington to dismiss its Chapter 11 case.

The Debtor said that Chapter 11 is no longer needed.  Langstan
Management, LLC, has acquired the first deed of trust on the
Lincoln Street property.  The Debtor has come to an agreement with
creditors and the custodian/state court receiver.  The obligations
owed to Bayview are being serviced by the Holley and Cornwall
properties.

The Debtor's assets consist of three properties: the Lincoln
Street property, and the Holly Street and Cornwall Street
buildings.  The Holly Street and Cornwall Street buildings
continue to service the underlying debt to One West Bank so those
properties are not in need of reorganization in Chapter 11.

The Lincoln Street property was in default.  Langstan Management
purchased American West Bank's first deed of trust and the Debtor
has negotiated a resolution of creditors' claims that were in
default including the second and third deeds of trust held by
Kena Brashear and Dennis Wise.

The court-appointed custodian, Marc Stern, has submitted a final
report and fee application for approval and payment of
administrative costs as a precondition to dismissal.  The proposed
order of dismissal provides for payment of all real estate taxes
on the Holly and Cornwall Street Buildings as a precondition to
dismissal.  The custodian/receiver will enter a separate order
dismissing the receivership proceeding in the Superior Court.

In a filing dated March 22, 2013, the U.S. Trustee said that the
Debtor owes estimated quarterly fees of $1,625.82.  "The actual
amount of fees due cannot be determined because the required
monthly financial reports, other than for February 2013, have not
been filed," the U.S. Trustee stated.

The U.S. Trustee demands that the missing monthly reports be filed
and the quarterly fees be paid prior to any relief, but does not
object to eventual dismissal of the case.

                     About Stebner Real Estate

Stebner Real Estate Inc., which is based in Scottsdale, Arizona,
filed a bare-bones Chapter 11 petition (Bankr. W.D. Wash. Case No.
12-19825) in Seattle on Sept. 26, 2012.  The Debtor estimated
assets and debts of $10 million to $50 million.  Jeffrey B. Wells,
Esq., in Seattle, serves as counsel to the Debtor.  Derek Stebner,
the president, signed the Chapter 11 petition.

Seattle-based Marc S. Stern -- marc@hutzbah.com -- of Marc S.
Stern Attorney at Law, acts as pro se receiver/custodian for the
Debtor.


STEREOTAXIS INC: Gets Noncompliance Notice from Nasdaq
------------------------------------------------------
Stereotaxis, Inc., received a notification from The Nasdaq Stock
Market on March 20, 2013, that the Company is not in compliance
with the $50 million in total assets and total revenues for the
most recently completed fiscal year or for two of the last three
most recently completed fiscal years as required by Nasdaq Listing
Rule 5450(b)(3)(A).  In addition, the Nasdaq letter states that
Company does not comply with an alternative requirement of Listing
Rule 5450(b) for continued listing on The Nasdaq Global Market
because the Company's stockholders' equity is less than $10
million and the market value of listed securities of the Company
is less than $50 million.

In the notice, Nasdaq stated that the Company may provide a plan
to regain compliance with the continued listing requirements of
The Nasdaq Global Market by May 6, 2013.  Nasdaq will contact the
Company with any questions or concerns regarding the plan.  If
Nasdaq accepts the plan, it can grant an extension of up to 180
calendar days from the date of the letter (that is, through
Sept. 16, 2013) to evidence compliance.  If Nasdaq does not accept
the plan, the Company will have the opportunity to appeal that
decision to a Nasdaq Hearings Panel.  Alternatively, the Company
may consider applying to move to The Nasdaq Capital Market.  The
Company intends to submit a compliance plan with Nasdaq on or
before May 6, 2013.

                        About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company incurred a net loss of $9.23 million in 2012, as
compared with a net loss of $32.03 million in 2011.   The
Company's balance sheet at Dec. 31, 2012, showed $32.16 million in
total assets, $50.95 million in total liabilities and a $18.79
million total stockholders' deficit.


STOCKTON, CA: Court Says City May Proceed with Bankruptcy
---------------------------------------------------------
Jonathan Weber, writing for Reuters, reported that a federal judge
on Monday approved the city of Stockton's petition for bankruptcy
in a case that sets the stage for a lengthy battle between
bondholders and the California pension system.

The Reuters related that in a case being studied by other cash-
strapped American cities including Detroit, U.S. Bankruptcy Court
Judge Christopher Klein's decision was a setback for bondholders
and insurers who had resisted the California city's bankruptcy
filing. Stockton is the largest U.S. city ever to file for
bankruptcy.

The judge, according to the report, also signaled that the
California Public Employees Retirement System's position in the
case was not above review.

"This does not mean there is not potentially a serious issue
involving Calpers," Judge Klein said, Reuters related. "But at
this point I do not know what that is." He added that there were
"very complex and difficult questions of law that I can see out
there on the horizon," relating to Calpers.

Reuters said the decision on Stockton marks the start of a lengthy
restructuring of the obligations that currently overwhelm its
finances, which were crippled by the housing crisis and recession.

Investors in the $3.7 trillion municipal bond market are concerned
that if Stockton is able to avoid paying bondholders in full
without cutting pension payments, other cities will pursue a
similar strategy as they struggle to cope with budget shortfalls,
Reuters noted.  Kenneth Naehu, head of fixed income at Bel Air
Investment Advisors in Los Angeles, agreed that the case could
cloud the issue of where bondholders stand in relation to retirees
and pension funds in a municipal bankruptcy, Reuters added.

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. 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, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. 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.


STANADYNE HOLDINGS: Obtains $25 Million Term Loan From Jefferies
----------------------------------------------------------------
Stanadyne Corporation and Jefferies Finance LLC entered into a
Second-Lien Term Loan Agreement providing for a term loan in an
aggregate original principal amount of $25 million (with potential
incremental term loans up to an additional $15 million in
aggregate).

The term loan is guaranteed by Stanadyne's immediate parent,
Stanadyne Intermediate Holding Corp. and is secured by a second-
lien position in certain tangible and intangible assets of
Stanadyne, including property, plant and equipment, fixed assets,
copyrights, trademarks and patents.  Covenants include
restrictions on pre-payments, restrictions on dividends, and
limitations on sales of assets and sale and leaseback
transactions.  The term loan bears interest at 10.0% per annum and
matures on June 30, 2014.  Interest only is payable quarterly.
Prepayment may be required upon sales of assets or a change of
control.

Concurrent with the Term Loan Agreement, on Feb. 13, 2013,
Stanadyne and Wells Fargo Capital Finance, LLC, entered into a
Fifth Amendment to Credit Agreement and a Fifth Amendment to EXIM
Guarantied Credit Agreement.  The Fifth Credit Amendment increased
the maximum revolver amount by $5 million, increasing the total
commitment to $60.8 million.  The Fifth Credit Amendment also
increased interest rates based on levels of Availability (as
defined by the Credit Agreement), and modified certain clauses
within the inventory sub-facility to add an inventory block and
within the accounts receivable sub-facility to increase the
revolving line limit and to update the allowable customer
concentration limits.

The purpose of the Fifth EXIM Amendment was to incorporate the
modifications added by the Fifth Credit Amendment into the EXIM
Guarantied Credit Agreement.

All other terms of the credit agreements were materially unchanged
from the prior agreements.

Stanadyne has taken these actions in order to enhance its
available liquidity during the production launch of new high
pressure gasoline and diesel fuel pump products.

A copy of the Second Term Loan Agreement is available at:

                        http://is.gd/B2vmEV

                      About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

The Company's balance sheet at Sept. 30, 2012, showed $367.32
million in total assets, $421.81 million in total liabilities,
$654,000 in redeemable non-controlling interest, and a $55.13
million total stockholders' deficit.

                           *     *     *

In January 2011, Moody's Investors Service confirmed Stanadyne
Holdings, Inc.'s Caa1 Corporate Family Rating and revised the
rating outlook to stable.  The CFR confirmation reflects the
remediation of the Stanadyne's previous inability to file
financial statements in accordance with financial reporting
requirements contained in its debt agreements and expectations for
modest continued improvement in operating performance.  Improved
operations, largely the result of positive momentum in key end
markets and restructuring activities, have allowed Stanadyne to
maintain positive funds from operations despite increased cash
interest expense.  The company's $100 million 12% senior discount
notes began paying cash interest in February 2010.

In March 2012, Standard & Poor's Ratings Services revised its
long-term outlook to negative from stable on Windsor, Conn.-based
Stanadyne Corp. At the same time, Standard & Poor's affirmed its
ratings, including the 'CCC+' corporate credit rating, on
Stanadyne.

"The outlook revision reflects the risk that Stanadyne may not be
able to service debt obligations of its parent, Stanadyne Holdings
Inc. as early as August 2012," said Standard & Poor's credit
analyst Dan Picciotto.


STRADELLA INVESTMENTS: Court OKs Appointment of Ch. 11 Trustee
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
signed an order granting the application for the appointment of
Richard A. Marshack as Chapter 11 Trustee for Stradella
Investments, Inc.

                 About Stradella Investments

San Juan Capistrano, California-based Stradella Investments, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal.
Case No. 10-23193) on Sept. 19, 2010.  Timothy J. Yoo, Esq., at
Levene Neale Bender Rankin & Brill LLP, assists the Debtor in its
restructuring effort.  The Debtor disclosed $25,000,000 in assets
and $121,000,671 in liabilities in its schedules.

The Debtor's primary assets is a $25 million promissory note in
its favor made out by RM Eagle, LLC, in connection with the
purchase of certain real property.  RM Eagle defaulted on a
construction loan with respect to the development of the Property,
and the lender foreclosed on RM Eagle.  An affiliate of Stark
Investments is currently the title holder of the Property.  The
Note is secured by a deed of trust on the Property.

The Debtor filed a First Amended Chapter 11 Plan of Reorganization
on Feb. 13, 2013.  Under the Plan, creditors are to be paid in
full over time from the proceeds of the Debtor's assets.  General
unsecured creditors in Class 3 will be paid from any amounts
remaining from the proceeds of the Note after Secured Creditors in
Class 1 and Class 2 are paid.  Class 4 Equity Interests in the
Debtor will retain their interests.


SUPERMEDIA INC: Plan Confirmation Hearing on April 29
-----------------------------------------------------
Bankruptcy Judge Kevin Gross will convene a hearing on April 29,
2013, at 10:00 a.m. Eastern Time to consider confirmation of the
separate Chapter 11 plans of reorganization of SuperMedia Inc. and
Dex One Corp.  Supermedia and Dex One will complete a merger on
the effective date of their Chapter 11 plans.

At the hearing, the bankruptcy judge will also consider approval
of the adequacy of the disclosure statement.  Objections are due
April 18, 2013 at 4:00 p.m.

Aside from the Plan scheduling order, the bankruptcy judge on
March 19 entered an interim order authorizing SuperMedia to access
cash collateral.  A final hearing on the Debtors' request to use
cash collateral is slated for April 12 at 11:00 a.m.  Objections
are due April 5 at 4:00 p.m.

Pursuant to the proposed plans, Dex One and SuperMedia do not
need, nor intend to obtain debtor-in-possession financing during
the reorganization.  The companies maintain substantial cash
balances and continue to generate positive cash flow.

The Debtors also won an extension until May 17 of the deadline to
file their schedules of assets and liabilities and statement of
financial affairs and the disclosures pursuant to Fed.R.Bankr.P.
Rule 1007.  The requirement to file those disclosures is waived
effective on the date of confirmation of the Plan, provided
confirmation occurs on or before May 17.

                     The Chapter 11 Plans

As reported in the March 19, 2013 edition of the TCR, according to
the Disclosure Statement, SuperMedia's Plan provides for these
terms:

   -- Unclassified claims.  Holders of administrative claims and
professional claims and priority tax claims will be paid in full
in cash [Plan Recovery: 100%, Liquidation Recovery: 100%].

   -- Other secured claims and priority claims.  Holders of
secured tax claims (Class 1), other secured claims (Class 2), and
other priority claims are unimpaired and are presumed to accept
the Plan. [Plan Recovery: 100%, Liquidation Recovery: 100%].

   -- Allowed SuperMedia secured credit agreement claims
(Class 5).  The SuperMedia Secured Credit Agreement will be
amended to extend the maturity date to Dec. 31, 2016.  The amended
agreement, which will mature Dec. 31, 2016, will require (1) with
respect to any base rate loan, quarterly interest payments, and
(2) with respect to any Eurodollar loan, interest payments on the
last day of the interest period applicable to such borrowing, at
SuperMedia's option at either:

      * with respect to base rate loans, the highest of (1) the
        prime rate, (2) the federal funds effective rate plus
        0.50%, and (3) one month LIBO Rate (subject to a floor of
        3.00%) plus 1.00%, in each case as in effect on such date,
        plus an interest rate margin of 7.60%; or

      * with respect to Eurodollar loans, the higher of (1)
        Adjusted LIBO Rate in effect for the applicable interest
        period, and (2) 3.00%, in each case plus an interest rate
        margin of 8.60%.

      SuperMedia may elect interest periods of one, two or three
      months for Eurodollar borrowings.

      [Plan Recovery: 100%, Liquidation Recovery: 13%-16%].

   -- General Unsecured claims (Class 8).  Holders of Allowed
General Unsecured Claims will be paid in full in Cash on the later
of the Effective Date or in the ordinary course of business.
[Plan Recovery: 100%, Liquidation Recovery: 0%].

   -- SuperMedia Interests.  Holders of SuperMedia interests
(Class 9) will receive shares of Newdex Common Stock, and
SuperMedia Interests will be extinguished on the Effective Date.
[Plan Recovery: 100%, Liquidation Recovery: 0%].

   -- Intercompany interests.  Interests (Class 10) will be left
unaltered and rendered Unimpaired. [Plan Recovery: 100%,
Liquidation Recovery: 0%].

   -- Section 510(b) Claims.  Holders of Section 510(b) claims
(Class 11) will be paid in full in cash or treated like holders of
allowed class 9 interests.  They are impaired and deemed to reject
the Plan. [Plan Recovery: 100%, Liquidation Recovery: 0%].

   -- There are no Classes 4, 6, or 7 under the SuperMedia Plan.

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

    http://bankrupt.com/misc/SuperMedia_Plan_Outline.pdf
    http://bankrupt.com/misc/SuperMedia_Plan_Outline2.pdf

                         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 also SuperMedia's second stint in Chapter 11.  Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to
$2.75 billion.


SUPERMEDIA INC: Wins Interim OK to Limit Equity Trading
-------------------------------------------------------
SuperMedia Inc. and its affiliates will seek final approval at a
hearing April 12 of their request to implement notification and
hearing procedures regarding transfers of equity securities.

The bankruptcy judge granted interim approval of the proposed
procedures March 19.  Objections to final approval are due
April 5.

SuperMedia expects to merge with Dex One Corp. on the effective
date of their reorganization plans.

As of the Petition Date, the Dex One Debtors have net operating
losses -- NOLs -- in the amount of approximately $1.0 billion.
The SuperMedia Debtors and the Dex One Debtors anticipate that Dex
Media's utilization of the NOLs in future tax years will generate
up to approximately $400 million in cash savings from reduced
taxes considering an assumed effective tax rate of 40%.  A key
basis for the structure of the Merger is the preservation of the
NOLs, the value of which will inure to the benefit of all of the
Debtors' stakeholders.

Certain acquisitions of SuperMedia Equity Securities effected
before the effective date of the Plan may prevent an ownership
change under Section 382 of the Internal Revenue Code occurring
upon the Merger pursuant to the Plan and increase the likelihood
of triggering an ownership change after the Merger, severely
endangering Dex Media's utilization of the NOLs and causing
substantial damage to the Debtors and their current and future
stakeholders.

SuperMedia proposes a mechanism by which it will monitor, and
object to, certain acquisitions of SuperMedia Equity Securities to
maximize the combined company's ability to utilize its NOLs.  The
procedures would affect only a limited subset of transfers of
SuperMedia Equity Securities during the Chapter 11 Cases, i.e.,
transfers of SuperMedia Equity Securities to Dex One Substantial
Shareholders (i.e., persons having Beneficial Ownership of more
than approximately 2.29 million shares of Dex One Equity
Securities during the three years prior to the Petition Date).
The Debtors request that any transfer of SuperMedia Equity
Securities in violation of the SuperMedia Procedures will be
enjoined and void ab initio.

                         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 also SuperMedia's second stint in Chapter 11.  Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to $2.75
billion.


SUPERMEDIA INC: Wins Approval for Epiq as Claims Agent
------------------------------------------------------
SuperMedia Inc. and its affiliates sought and obtained approval to
employ Epiq Bankruptcy Solutions LLC as claims and noticing agent,
nunc pro tunc to the Petition Date.

The SuperMedia Debtors have proposed a Chapter 11 plan providing
for their merger with Dex One Corporation, which also commenced
Chapter 11 proceedings.  To reduce costs and increase efficiency,
the SuperMedia Debtors and Dex One agreed that it would be
preferable for them to retain the same claims and noticing agent.
Supermedia and Dex One evaluated proposals from three court-
approved claims and noticing agents.

As claims agent, Epiq will charge the Debtors at discounted rates:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical                                     $30 to $45
Case Manager                                 $60 to $95
IT/ Programming                              $70 to $135
Senior Case Manager / Consultant            $100 to $140
Senior Consultant                           $160 to $195
Vice President, Director of Solicitation        $250
Exec. VP-Solicitation                           $290

For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month, with
fees for the first three months waived.  For-online claim filing
services, Epiq will charge $600 per 100 claims filed.  For its
communication and call center services, Epiq's communication
counselor will charge $250 per hour.

                       Administrative Advisor

The SuperMedia Debtors filed a separate application to employ Epiq
as administrative advisor, nunc pro tunc to the Petition Date.  As
administrative advisor, Epiq will assist in the solicitation and
calculation of votes, as well as preparing any appropriate
reports.  A hearing on the application is scheduled for April 12.
Objections are due April 5.

                         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 also 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.


T-L BRYWOOD: Hearing on Case Transfer Continued Until May 14
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will convene a hearing on May 14, 2013, at 10:30 a.m., to consider
T-L Brywood LLC's motion to transfer venue of its Chapter 11 case
to the Northern District of Indiana.

The Debtor requested that the Court transfer the venue of the case
from Chicago to Indiana and, if necessary, direct that the
proceedings in the case of Tri-Land Properties, Inc., continue
without any stay pending the determination of the change of venue
issue presented in the motion.

According to the Debtor, transferring the Chapter 11 case to the
Indiana Court will facilitate a prompt joint Chapter 11 exit
strategy for the Debtor and Indiana Debtors.  Under these
circumstances, transferring the case to the Indiana Court will
promote justice in that the Debtor and Indiana Debtors will not be
deprived of the ability to confirm a joint Plan which may provide
for consolidation for Plan purposes.  Moreover, such transfer is
convenient to the Debtor, Indiana Debtors and creditors, including
RCG.

In November 2012, RCG-KC Brywood, LLC (New Lender) acquired the
The Private Bank and Trust Company's (Prior Lender) mortgage and
mortgage note relating to the property and is now the primary
secured creditor of the Debtor.

                      About T-L Brywood LLC

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 12-09582) in Chicago on March 12, 2012.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

A related entity, Tri-Land Properties, Inc., filed a Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-22623) in Hammond, Indiana,
on July 11, 2012.  David K. Welch, Esq., at Crane, Heyman, Simon,
Welch & Clar, serves as counsel.  The Debtor estimated at least $1
million in assets and at least $10 million in liabilities.


THOR INDUSTRIES: Access to Cash, Sale of Lots Denied
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee on
Feb. 26, 2013, entered an order denying Thor Industries, LLC's
request to continue using cash collateral.

The bankruptcy judge on Feb. 19 previously signed an agreed order
authorizing the use of cash collateral until Feb. 26.  The Debtor
has reached interim agreements with Tennessee State Bank for the
use of cash until Feb. 26.  The Debtor needed another agreement
with the bank to further extend access to the cash collateral.

The Court also denied a request by the Debtor to sell PUD lots
located at Mountain Lake Marina.  The bank opposed the Debtors'
request to sell the lots and to the Debtor's continued use of
cash.

                       About Thor Industries

Lake City, Tennessee-based Thor Industries, LLC, filed a Chapter
11 petition (Bankr. E.D. Tenn. Case No. 12-50625) in Greenville on
March 30, 2012.  The Debtor disclosed $11.97 million in assets and
$10.0 million in liabilities as of the Chapter 11 filing.  The
Debtor owns the property in Mountain Lake Marina & RV Resort in
Campground Road, Lake City, Tennessee, worth $11 million and
securing an $8.52 million debt.  The Debtor also owns a property
Hickory Bluff Marina, in Camden County, Georgia, worth $875,000
and securing a $375,000 loan.

Judge Marcia Phillips Parsons oversees the case.   Dean B. Farmer,
Esq., at Hodges, Doughty & Carson PLLC represents the Debtor in
its restructuring efforts.  The petition was signed by R. Steven
Williams, Sr., chief manager.

Samuel K. Crocker, U.S. Trustee for Region 8, was unable to form a
committee of unsecured creditors because there were an
insufficient number of unsecured creditors interested in forming a
committee.


UNIVERSAL HEALTH: May 17 Hearing on UST Bid for Ch. 11 Trustee
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
set for May 17, 2013, at 9:30 a.m., the hearing on the motion of
Guy G. Gebhardt, the Acting United States Trustee for Region 21,
for the appointment of a Chapter 11 Trustee in the Universal
Health Care Group, Inc. bankruptcy case, or, alternatively, the
conversion of that case to Chapter 7.

According to the U.S. Trustee, the directors and officers of the
Debtor have entered in to various agreements with certain of the
Debtor's vendors for their sole and personal benefit, in exchange
for the vendor conducting business with the Debtor.  The U.S.
Trustee said that while the Debtor was insolvent, the decision was
made to make substantial transfers to insiders and related
entities, including:

      a. over $18.3 million transferred to American Managed Care,
         LLC, made within one year of the Petition Date;

      b. $2,900,000 distributions to "shareholder" during 2011
         based on the Debtor's Audited Financial Statements;

      c. over $2.5 million paid to Dr. Akshay Desai, on of the
         Debtor's majority shareholders, in "bonus" and "other
         compensation" for year 2012 (in addition to his $900,000
         salary), while the company and certain subsidiaries
         suffered financially;

      d. over $2.2 million in in "bonus" and "other compensation"
         paid to other officers and directors during year 2012 (in
         addition to their salaries), while the Debtor and its
         subsidiaries suffered financially;

      e. over $250,000 paid out to legal professionals within one
         year of filing, some of whom may not have represented the
         Debtor's interests;

      f. contributions of $56,500 during the year prior to filing;
         and

      g. distribution of $45,833.37 to Dr. Desai on Jan.17, 2013,
         within days of the February 6 Petition Date; days before
         filing and during a time when the debtor was insolvent.

"These transfers could constitute fraudulent and/or preferential
transfers that may be recoverable by the estate.  However, because
of the relationship of the insiders with the Debtor, it is
unlikely that they will be timely pursued, creating a conflict of
interest.  Accordingly, an independent Trustee should be appointed
to investigate and pursue any causes of actions.  Any transfer of
assets to or payment of funds for the benefit of insiders, when
the debtor is insolvent suggests gross mismanagement, and
constitutes further grounds for conversion to Chapter 7 or the
appointment of a Chapter 11 Trustee," the U.S. Trustee stated.

The U.S. Trustee said that it has not received the financial
reports for February 2013 and has not been provided a cash
disbursements journal covering the period of Feb. 1, 2013 forward.

                   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.


UNIVERSAL HEALTH: Hearing on Employment Agreement Rejection Today
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
set for April 4, 2013, at 1:45 p.m., a hearing on Universal Health
Care Group Inc.'s motion to reject certain unexpired executive
employment agreements.

Prior to the Petition Date, the Debtor entered into executive
employment agreements with seven executive employees.  The Debtor
seeks to reject the agreements with:

      a. Shaun A. Keck, Chief of Staff;
      b. Rene J. Landry, Vice President, Human Resources;
      c. Richard Pilon, Vice President, Operations;
      d. Joseph Popillo, Vice President, Operations;
      e. K. Alec Mahmood, Chief Financial Officer;
      f. Michael P. Holohan, Executive Vice President, Operations;
         and
      g. William Freeman, Vice President, Sales Operations.

On March 7, 2013, the Florida Department of Financial Services
filed with the Circuit Court for Leon County, Florida, a motion
for entry of order finding its subsidiaries, Universal Health
Care, Inc., and Universal Health Care Insurance Company, Inc., in
violation of amended order to show cause, for order of
liquidation, and for other related relief.  The DFS motion among
other things sought an expedited hearing on DFS's request for the
appointment of a receiver and request for an order of liquidation.

The Debtor's rejection of the Agreements may entitle the Employees
to assert a claim for rejection or other damages, but will nullify
the Agreements in all other respects.  The Debtor requested that
the Employees be required to assert any claim of any nature
whatsoever arising under or in connection with the Agreements on
or before 45 days following the entry of a court order or be
barred from enforcing any claim arising under or related to the
Agreements.

On March 22, the State Court entered orders appointing receivers
over the Debtor's two subsidiaries.  Based upon entry of the
orders, the Debtor and its subsidiaries have formulated a plan to
transition and reduce staffing according to its remaining business
operations and in furhterance of its discussions with Citrus to
progress toward the closing or the sale of subsidiaries unaffected
by the receivership orders.

According to the Debtor, the Agreements no longer serve a useful
purpose for the Debtor.  The Debtor's estate will be benefited by
eliminating unnecessary costs to the estate and other obligations
associated with the Agreements.  The Debtor said that it is no
longer utilizing the services subject to the Agreements, and that
allowing rejection of the Agreements will avoid the possible
accrual of postpetition expenses as a cost of administration.

                   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.


UNIVERSAL HEALTH: Hearing on BankUnited's Stay Motion on April 18
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
hold on April 18, 2013, at 1:30 p.m., a hearing on the motion of
BankUnited, N.A., in its capacity as the administrative agent for
secured parties currently owed in excess of $36.5 million in
outstanding note obligations by Universal Health Care Group, Inc.,
for an order granting BankUnited relief from the automatic stay,
to exercise its in rem rights as administrative agent with respect
to the Debtor's tax refund of $5,862,074.

The tax refund, according to BankUnited, is subject to the secured
parties' liens under the credit agreement and the security
agreement, and is an asset over which the Debtor does not have any
equity and which is not necessary to an effective reorganization.

The Debtor owes more than $36.5 million under the credit
agreement, which debt is secured by a blanket lien on all of the
Debtor's tangible and intangible property, including the tax
refund, which relates to a prepetition consolidated return.  The
credit agreement has been in default since Oct. 29, 2012.
BankUnited is currently vested with the right to take possession
of any and all of the secured parties' collateral identified in
the security agreement and UCC-1 financing statement, including
the tax refund.

All of the stock in the Debtor's regulated subsidiaries, which
constitute the Debtor's principal assets, was contracted for sale
to Citrus Universal Healthcare, Inc., for an aggregate purchase
price of $33.25 million.  However, because the Debtor's Florida
affiliates, Universal Health Care, Inc., and Universal Health Care
Insurance Co., Inc., were placed into receivership on March 21,
2013, Citrus informed the Debtor and BankUnited that it will no
longer purchase the shares of either of those entities.  Citrus
will only proceed to purchase the stock of Universal of Texas
and Universal of Nevada for an aggregate purchase price of
$15.24 million.

BankUnited stated, "Even after the sale of the remaining stock is
consummated, the proceeds from the sale (which are subject to the
secured parties' liens) will be grossly insufficient to satisfy
the full amount of debt owed under the credit agreement, leaving
the secured parties with a shortfall of more than $21 million.
Although the Debtor's remaining material assets are subject to the
secured parties' liens under the credit agreement and the security
agreement, those assets are grossly insufficient to satisfy the
deficiency that will be owed to the secured parties following the
sale of the Debtor's remaining stock."

BankUnited and the secured parties have a perfected lien on the
Debtor's tax refunds, as it is "well established that the right to
receive a tax refund and the anticipated tax returns themselves
are general intangibles," BankUnited said.

BankUnited claimed that from the recent developments, proceeds
from the liquidation of the Debtor's remaining assets will be
altogether insufficient to satisfy the secured parties' claims
under the credit agreement.  The Debtor's principal asset, its
stock in the remaining regulated subsidiaries, once sold to
Citrus Universal, will result in proceeds of approximately
$15.24 million, leaving a deficiency of at least $21 million,
prior to considering or including attorneys' fees and additional
interest and costs payable under the terms of the credit
agreement.

BankUnited is represented by:

      GRAYROBINSON, P.A.
      1221 Brickell Avenue, Suite 1600
      Miami, Florida 33131
      Tel: (305) 416-6880
      Fax: (305) 416-6887
      Frank P. Terzo, Esq.
      Steven J. Solomon, Esq.
      Fernando J. Menendez, Esq.
      E-mail: frank.terzo@gray-robinson.com
              steven.solomon@gray-robinson.com
              fernando.menendez@gray-robinson.com

                   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.


UNIVERSITY GENERAL: Series C Certificate of Designation Revised
---------------------------------------------------------------
As previously disclosed, University General Health System, Inc.,
entered into a Securities Purchase Agreement, dated as of
April 30, 2012, with institutional investors for the private
issuance and sale by the Company to the Purchasers of (i) an
aggregate of 7,616 shares of the Company's Series C Variable Rate
Convertible Preferred Stock and (ii) warrants to purchase a number
of shares of the Company's Common Stock equal to 100% of the
shares of Common Stock underlying the Preferred Shares issued to
the Purchasers pursuant to the Securities Purchase Agreement.

On March 25, 2013, the Company executed an amendment to the
Certificate of Designation of Preferences, Rights and Limitations
of the Preferred Stock.  Pursuant to the Amendment, the full
ratchet price protection in the Certificate of Designation was
deleted and the Company agreed, subject to certain limited
exceptions, not to issue Common Stock for consideration per share
less than the then existing conversion price per share under the
Certificate of Designation.  Each of the holders of the Preferred
Stock has consented to the Amendment.  Any new Preferred Shares
issued on or after March 25, 2013, by the Company to the
Purchasers as "Greenshoe Securities" pursuant to the Securities
Purchase Agreement will be governed by the Certificate of
Designation as amended by the Amendment.

A copy of the Amendment to Certificate of Designation is available
for free at http://is.gd/mkGW1w

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.


VALENCE TECHNOLOGY: Court Extends Plan Filing Period Until July 8
-----------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas has extended for the third time the
exclusive periods for Valence Technology, Inc., to file a Chapter
11 plan until July 8, 2013, and solicit acceptances of that plan
until Sept. 6, 2013.

Without an additional extension of the Exclusive Periods, the
Debtor's periods for filing a plan of reorganization and
soliciting acceptances of that plan will expire on April 8, 2013,
and June 7, 2013, respectively.

The Debtor filed on March 8, 2013, a motion seeking further
extension of the Exclusive Periods.  The Debtor said in the filing
that following the entry of the second exclusivity extension court
order, the Debtor has continued to work diligently to negotiate an
exit financing facility and to formulate a consensual plan of
reorganization.  "That process, however, is not complete," the
Debtor stated.

The Debtor assured the Court that its post-petition obligations
have been paid, its monthly operating reports have been timely
filed, and all fees owing to the U.S. Trustee have been
paid.  The Debtor's case remains complex, and the Debtor requires
additional time to secure the funding necessary to propose a plan
of reorganization.

On Feb. 15, 2013, the Court authorized the Debtor to employ and
retain KPMG Corporate Finance, LLC, and Roth Capital Partners,
LLC, as investment bankers to the Debtor.  Since then, KPMGCF and
Roth have been working jointly to assist the Debtor in arranging
an equity or equity-linked securities transaction in exchange for
cash or other consideration not including a public offer.  "A
successful Private Placement would allow the Debtor to secure the
exit financing necessary for the Debtor to formulate a plan of
reorganization.  The requested extension of the Exclusive
Periods will provide the Debtor and its investment bankers
additional time to negotiate the Private Placement and provide all
other parties in interest the opportunity to continue negotiations
toward proposing and confirming a consensual plan," the Debtor
said.

                    About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4% of the shares.  ClearBridge Advisors, LLC owns 5.5%.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VOICES OF FAITH: Wants Valuation of Real Property
-------------------------------------------------
Voices of Faith Ministries, Inc., has filed with the U.S.
Bankruptcy Court for the Northern District of Georgia a motion for
valuation of real property.

The Debtor owns these commercial real estate:

      a. The Main Campus in Gwinnett County, Georgia;

      b. The Stone Mountain Daycare in Gwinnett County, Georgia;

      c. The Conyers Location in Rockdale County, Georgia;

      d. The Conyers Daycare in Rockdale County, Georgia;

      e. The Baton Rouge Location in East Baton Rouge Parish,
         Louisiana;

      f. The Strip Center in Rockdale County, Georgia, which is a
         shopping center with retail space, and consists of a
         12,000 square foot strip center.  The Debtor also owns
         the strip center and it serves as collateral for the
         Foundation Capital Resources loan;

      g. Undeveloped Parcel 1 which includes 8.91 acres of
         vacant land in Gwinnett County, Georgia; and

      h. Undeveloped Parcel 2 which includes 12.72 acres
         of vacant land in Rockdale County, Georgia.

FCR holds a first priority lien against the Debtor's Property
evidenced by: (i) that certain Deed to Secure Debt, Assignment of
Leases and Rents and Security Agreement dated March 30, 2011; (ii)
that certain Deed to Secure Debt, Assignment of Leases and Rents
and Security Agreement dated  March 30, 2011; and (iii) that
certain Deed to Secure Debt, Assignment of Leases and Rents and
Security Agreement or Mortgage from Debtor to FCR.  The
encumbrances secure a note presently held by FCR, dated
May 14, 2009, in the original principal amount of $20.18 million.

The Debtor requests entry of a court order scheduling an
evidentiary hearing to determine the value of the Property for the
purpose of Debtor's Chapter 11 Plan, as the Debtor's Plan proposes
to, inter alia, satisfy FCR's secured claim by transferring
certain parcels of the Property to FCR for the indubitable
equivalent of the portion of its claim.

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.


W.R. GRACE: Seeks to Increase Cap on Baker Donelson Fees
--------------------------------------------------------
W.R. Grace & Co. asked the U.S. Bankruptcy Court for the District
of Delaware to increase the cap on the monthly fee of Baker,
Donelson, Bearman, Caldwell & Berkowitz P.C.

In a court filing, W.R. Grace asked the bankruptcy court to
increase the cap from $20,000 to $30,000 so that it could employ
two non-attorney public policy advisers to assist Baker Donelson.
The firm provides services in connection with W.R. Grace's
legislative affairs, which the company said, continues to expand.

The increased monthly fees will compensate Baker Donelson for its
employment of William Corcoran who will be assisting Keith
Kennedy, chair of its Federal Public Policy Group.  Mr. Corcoran
is a former W.R. Grace vice-president and is a consultant in Baker
Donelson's Public Policy Practice Group.

W.R. Grace also asked the bankruptcy court to approve Baker
Donelson's fees for the period October 2011 to March 2012, and
confirm that all of the firm's fees should be reviewed under the
standard set forth in section 328(a) of the Bankruptcy Code.

A court hearing is scheduled for April 22.  Objections are due by
April 5.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: To Release Q1 Results on April 24
---------------------------------------------
W.R. Grace & Co. will release its first quarter 2013 financial
results at 6:00 a.m. ET on Wednesday, April 24, 2013.  A company-
hosted conference call and webcast will follow at 11:00 a.m. ET
that day.

During the call, Fred Festa, Chairman and Chief Executive Officer,
and Hudson La Force, Senior Vice President and Chief Financial
Officer, will discuss the first quarter results and provide
commentary on business performance.  A question and answer session
with analysts will follow the prepared remarks.

Access to the live webcast and the accompanying slides will be
available through the Investor Information section of the
company's web site, www.grace.com.  Those without access to the
Internet can participate by dialing +1 877.299.4454 (U.S.) or
+1 617.597.5447 (International).  The participant passcode is
60991616.  Investors are advised to dial into the call at least
ten minutes early in order to register.

An audio replay will be available at 1:00 p.m. ET on April 24.
The replay will be accessible by dialing +1 888.286.8010
(U.S.) or +1 617.801.6888 (International) and entering the
participant passcode 29840878.  The replay will be available for
one week.

                        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: Files Patent Infringement Suit Against Teledyne
-----------------------------------------------------------
W.R. Grace & Co., through its wholly-owned subsidiary, Alltech
Associates, Inc., filed a lawsuit in U.S. District Court for the
District of Delaware against Teledyne Technologies, Inc., doing
business as Teledyne Isco of Lincoln, Neb., for infringement of
four Grace U.S. Patents that cover its proprietary Reveleris(R)
X2 flash chromatography system.

Flash chromatography is a process to separate target molecules and
purify a product from a complex mixture in minimal time, an
important step in a broad range of scientific applications.

Grace introduced the Reveleris(R) flash chromatography system in
2009, bringing new advanced capabilities to flash chromatography.
Since then, Grace has been granted four Reveleris-related U.S.
Patents, in addition to many industry awards.

"Patent protection is absolutely essential in a marketplace that
values innovation.  Companies like Grace, who invest heavily in
research and development, can only create the products customers
demand if a return on that investment can be assured," said Laurie
Andriate, Vice President/General Manager of Grace's Discovery
Sciences group.

                        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)


WEST CORP: Moody's Raises CFR to 'B1' Following Common Stock IPO
----------------------------------------------------------------
Moody's Investor Service upgraded West Corporation's Corporate
Family Rating to B1 from B2 and raised the senior unsecured notes
rating to B3 from Caa1 following an IPO of West's common stock and
notice of redemption to holders of the $450 million 11% senior
subordinated notes.

The Ba3 rating on the senior secured credit facility and the SGL-1
Speculative Grade Liquidity Ratings were affirmed. The ratings
outlook is stable.

Ratings Rationale:

"The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a
publicly owned company", stated Moody's analyst Suzanne Wingo. Pro
forma for the $450 million of debt reduction, Moody's estimates
debt / EBITDA will fall to 5.4x from 6.1x at the end of 2012.
Moody's expects continued, steady revenue growth to drive
additional de-leveraging and for debt / EBITDA to fall below 5x
over the next 12-18 months. Debt reduction, along with a recent
repricing of the senior secured credit facility, will generate
cash interest savings of over $85 million annually.

"West's intention to pay a quarterly dividend of about $75 million
annually, while shareholder friendly, will be funded through
internal cash generation," Wingo said. Moody's expects free cash
flow of at least $250 million over the next four quarters before
the dividend payout.

The B1 CFR anticipates that West will continue to generate steady
revenue and EBITDA growth, driven primarily by higher volumes in
automated service lines such as conferencing services and next-
generation 911 emergency services technology. West's revenue base
of $2.6 billion is large for the rating category and reflects its
leading market positions. Technology risks and pricing pressure
constrain the ratings.

The stable outlook reflects Moody's expectation that consolidated
revenue will grow in the low-to-mid single digit range over the
next 12-18 months. Modest margin contraction is anticipated,
primarily from rate declines for conferencing services as volumes
rise. The ratings could be upgraded over time if debt reduction or
profitability growth results in debt / EBITDA sustained below 4.5x
and free cash flow to debt (after dividends) above 8%. The ratings
could be downgraded if pricing trends worsen or volume growth
wanes, liquidity weakens, or West makes a large debt-financed
acquisition that causes debt / EBITDA to rise above 5.5x or free
cash flow to debt (before dividends) to be sustained at less than
5%.

Ratings upgraded (Loss Given Default Assessments revised):

- Corporate Family Rating, to B1 from B2

- Probability of Default Rating, to B1-PD from B2-PD

- $500 million 8.625% senior unsecured notes due 2018, to B3
   (LGD5, 87%) from Caa1 (LGD5, 79%)

- $650 million 7.875% senior unsecured notes due 2019, to B3
   (LGD5, 87%) from Caa1 (LGD5, 79%)

Ratings affirmed (Loss Given Default Assessments revised):

- Speculative Grade Liquidity Rating, SGL-1

- $201 million senior secured revolving credit facility due
   January 2016, Ba3 (LGD3, to 32% from 28%)

- $318 million senior secured term loan B-7 due July 2016, Ba3
   (LGD3, to 32% from 28%)

- $2.1 billion senior secured term loan B-8 due June 2018, Ba3
   (LGD3, to 32% from 28%)

- $450 million 11% subordinated notes due 2016, Caa1 (LGD6, 94%)
- to be withdrawn upon redemption

The principal methodology used in this rating was Global Business
& Consumer Service Industry 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.

West Corporation (ticker: WSTC) provides technology-driven and
agent-based communication services. The Thomas H. Lee Funds,
Quadrangle Group Funds, Gary L. West, Mary E. West, and members of
management hold about 75% of the common stock. Annual revenues are
approximately $2.6 billion.


WILCOX EMBARCADERO: Has Nod to Use Cash Collateral Until June 30
----------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court has
approved a stipulation further extending the term of Wilcox
Embarcadero Associates, LLC's use of cash collateral of Owens
Mortgage Investment Fund and Wells Fargo Bank, N.A., until
June 30, 2013.

As reported in the Troubled Company Reporter on Jan. 22, 2013, the
Debtor related that on June 19, 2006, the Debtor executed a Fixed
Rate Note and Deed of Trust payable to Owens in the amount of
$2,640,000 secured by the Debtors sole real property asset located
at 1001 22nd Ave., Oakland, California; the Note was due and
payable on June 27, 2008.  The Owens Deed of Trust contains an
assignment of rents.  The Owens Deed of Trust is junior to a First
Deed of Trust issued to Greater Bay Bank, N.A. which is held by
Wells Fargo Bank, N.A.  The Note was subsequently modified,
extending the date on which it was due and payable to Feb. 1,
2012.  The current balance due on the Note, asserted by Owens as
of Oct. 31, 2012, is $3,297,570; the balance due on the Wells
Fargo Note, as of Nov. 6, 2012 is $5,813,258.

The Debtor will continue to make payments on the Owens Note in the
sum of $7,000 per month on the first day of each month.  Owens
will continue to receive monthly payments in the sum of $7,000 on
the first day of each month until there is a final court order on
the use of Cash Collateral, a Plan of Reorganization, or another
agreement between the Parties.

The Debtor will continue to make payments on the Wells Fargo Note
in the sum of $33,454.27 per month on the first day of each month.
Wells Fargo will continue to receive monthly payments in the sum
of $33,454.27 on the first day of each month until there is a
final order on the use of Cash Collateral, a Plan of
Reorganization, or another agreement between the Parties.

The TCR reported on April 1, 2013, that the Court approved a
stipulation extending the Debtor's term of cash collateral use
until March 31, 2013.

                     About Wilcox Embarcadero

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Cal. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

Steele, George, Schofield & Ramos LLP represents the Debtor in its
restructuring efforts.

In its schedules, The Debtor disclosed $10.2 million in assets and
under $8.6 million in liabilities.  The Debtor's property
secures an $8.55 million debt to Wells Fargo and Owens Mortgage
Investment Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan.  The Debtor is in negotiations with
a new lender to take out the lender, but needs more time to
accomplish this task.


WJO INC: April 17 Hearing on UST's Bid for Case Conversion
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has set for April 17, 2013, at 9:30 a.m., a hearing on the motion
of Roberta A. DeAngelis, U.S. Trustee for Region 3, to convert the
Chapter 11 case of WJO, Inc., or alternatively, to dismiss the
case.

The U.S. Trustee sought the conversion of the Debtor's Chapter 11
case on March 11, saying that there is no reorganization to be
accomplished.  The operating business of the Debtor, namely the
medical practice, has been sold, and "the Chapter 11 Trustee is
left with collecting accounts receivable and disbursing to
creditors, akin to the function of a Chapter 7 trustee," the U.S.
Trustee stated.

The U.S. Trustee said that putting forth a disclosure statement
and plan would serve no purpose and only result in unnecessary
administration expense to the estate, including counsel fees and
addition fees to the U.S. Trustee.

The U.S. Trustee told the Court that the Chapter 11 Trustee has no
opposition to conversion and in fact supports the motion.

On March 19, 2013, the Debtor filed an objection with the Court,
saying that the Chapter 11 Trustee filed a motion for the sale
of assets and a motion to approve a collection services agreement
based upon the premise and the allegation that a confirmable plan
would be forthcoming.  The Debtor stated, "Conversion to a Chapter
7 as it will only further delay distribution to creditors and act
to elevate the claims of the Chapter 11 Trustee in administering
the Collection Services Agreement above that of all other Chapter
11 administrative creditors based upon the conversion."

The Chapter 11 Trustee, according to the Debtor, specifically
indicated that a plan of reorganization would be filed, would be
confirmable and would be negotiated.  The Debtor said that "since
the conclusion and closing of the Collection Services Agreement,
Trustee and counsel have made no attempt to negotiate the plan of
reorganization with any creditor," and "according to the Trustee's
testimony and statements of his counsel, a reorganization was in
progress no less than 30 days ago."

The Debtor said in the court filing that a Chapter 11 plan and
disclosure statement would permit administrative creditors to all
be paid at the same level and on an immediate basis as opposed to
having a Chapter 7 trustee wait for the conclusion of the
Collection Services Agreement then payment of creditors.  "If the
Chapter 11 Trustee is unwilling or unable to put forth a plan of
reorganization, the administrative creditors should be permitted
to file a plan of reorganization appointing a fiduciary to
administer the Collection Services Agreement  for the benefit of
all creditors," the Debtor stated.

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.

On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3,
obtained permission from the Hon. Jean K. Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy
estate of WJO, Inc.  Maschmeyer Karalis P.C. serves as the Chapter
11 Trustee's general bankruptcy counsel.


WYSTERIA LLC: U.S. Trustee Wants Chapter 11 Case Dismissed
----------------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17, has asked the
U.S. Bankruptcy Court for the Northern District of California to
dismiss the Chapter 11 case of Wysteria LLC, or in the
alternative, convert the case to Chapter 7.

The Trustee said that the Debtor's prospects for reorganization
are now unlikely with the termination of the automatic stay on
Debtor's principal asset, which consisted of real property located
at 50 Vara Block 212, Lot 54 in San Francisco.

In June 2012 Debtor and secured creditor Fourth Third LLC
stipulated to resolve Fourth Third's objection to the Debtor's
plan and disclosure statement and Fourth Third's motion for relief
from stay.  Under the terms of the stipulated order, the automatic
stay would terminate if any of these occurred: (i) the Debtor
didn't timely make adequate protection payments, (ii) the Debtor
didn't file a feasible plan by Sept. 28, 2012, and (iii) the
Debtor didn't meet specific entitlement milestones.  Based upon a
review of the docket, the Debtor didn't file a feasible plan by
the stipulated deadline.  The Debtor's counsel acknowledged to the
Trustee that the Debtor's interest in the property terminated with
the foreclosure by Fourth Third LLC.

The Trustee said that since the stipulated order was approved, the
Debtor has failed to fulfill its administrative responsibilities
by timely filing operating reports and paying U.S. quarterly fees.
Reports are due for June through November 2012 and fees of $326.64
are outstanding.  The Trustee stated that the Debtor indicated in
November that it would seek dismissal, but with no action taken by
the Debtor, the U.S. Trustee now seeks relief.

                          About Wysteria

Wysteria, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D. Cal.
Case No. 11-34171) on Nov. 18, 2011.  The Company estimated assets
of $10 million to $50 million and estimated debts of $10 million
to $50 million.  The petition was signed by Stephen H. Kendrick,
as manager.  Judge Dennis Montali presides the case.  The Debtor
is represented by Joel K. Belway, Esq., at the Law Offices of Joel
K. Belway.


XTREME IRON: Has Court's Nod to Hire Ritchie Bros. as Auctioneer
----------------------------------------------------------------
Areya Holder, Chapter 11 trustee of the bankruptcy estates of
Xtreme Iron, LLC, and Xtreme Iron Holdings, LLC, sought and
obtained permission from the U.S. Bankruptcy Court for the
Northern District of Texas to employ Ritchie Bros. Auctioneers as
auctioneer in the public auction scheduled for May 8 or May 9,
2013 of certain pieces of the Estate's equipment.

The Debtor is in the business of leasing heavy construction
equipment.  Except for causes of action, the Equipment and its
corresponding rental revenue constitute substantially all of the
Estates' assets.  The Equipment and its corresponding rental
revenue are allegedly secured by Caterpillar Financial Services
Corporation's first-priority liens.  Since her appointment, the
Chapter 11 Trustee has tried to maximize the value of the
Equipment and its corresponding revenue stream for all creditors.
As part of that continuing effort, the Chapter 11 Trustee has
decided to sell the 63 pieces of the Equipment at a public auction
scheduled for May 8 or 9, 2013, and to use the Auctioneer to
conduct that public auction.  CAT Financial agrees with this
decision.

The Auctioneer will make a guaranteed payment of $5,865,000 to the
Chapter 11 Trustee for the right to auction and sell the Auctioned
Equipment.  The Auctioneer will make an earnest-money deposit of
$3,000,000 into the Chapter 11 Trustee's trust account within five
business days after entry of a court order approving the
Auctioneer's employment and will pay the Chapter 11 Trustee the
balance of the Guaranteed Payment ($2,865,000) to the Chapter 11
Trustee on or before May 7, 2013.  The Auctioneer will pay 100% of
the make-auction-ready expenses on the Auctioned Equipment.  The
Auctioneer will keep 100% of the sale proceeds of the Auction
Equipment in excess of the amount equal to the Guaranteed Payment
up to $6,706,000.  The Estates will keep 100% of the sale proceeds
of the Auctioned Equipment over $6,706,000.

Curt Albin, a Territory Manager of the Auctioneer, attested to the
Court that the Auctioneer is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                         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.

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.


* Fitch Reports Impact of Non-Contractual Sponsor Support on Debt
-----------------------------------------------------------------
Understanding the conditions under which non-binding sponsor
support can have an impact on a project's debt rating takes on
increased importance as project finance transactions develop,
according to a new Fitch Ratings report.

While some sponsors have decided to support projects facing
difficulties, there is no blanket guarantee that they would do so
again in the future, especially over the long term, when
visibility is lower.

'Fitch's project finance ratings are intended to reflect a
project's stand-alone credit quality as they are purposely
structured on a non-recourse basis, leaving at the sponsors'
discretion the decision to support the project's debts,' said
Yvette Dennis, a Director in Fitch's Global Infrastructure and
Projects Finance Group. 'However, even though Fitch will generally
assume that sponsors will not typically provide financial support
to honor the project's financial obligations, some limited
exceptions exist.'

Fitch assesses, on a case by case basis, whether conditions are
met to allow for taking sponsor support into consideration to a
limited extent. Essentially, Fitch balances the assessment of the
project's economic value to its sponsors and of the sponsors'
ability and experience to support a project through periods of
distress.

Experienced, capable sponsors are more willing to add marginal
liquidity to alleviate disruptions to project completion, survive
the troughs of an industry's business cycle, and maximize long-
lived franchises in situations where the financial stress is due
to a temporary change rather than a permanent shift in the
project's credit profile. The financial or legal ability of the
sponsors to provide support would be a pre-condition to
considering it as a rating benefit.


* Moody's Comments on Diversification in Healthcare Sector
----------------------------------------------------------
Faced with slowing growth and increasing regulatory pressures,
many healthcare organizations are acquiring or aligning with
companies outside their core businesses and geographies, Moody's
Investors Service says in its latest edition of Healthcare
Quarterly.

In the second issue of the year, the rating agency looks at the
credit implications of diversification in eight subsectors of the
healthcare industry: for-profit and not-for profit hospitals,
pharmaceutical companies, life sciences companies, medical device
makers, insurers, REITs and diagnostic imaging companies.

Examples of diversification include medical device makers such as
Medtronic Inc. making acquisitions in China; healthcare REITs such
as Ventas focusing on businesses that are less subject to
reimbursement changes, such as senior housing; and life science
companies such as Agilent Technologies teaming up with drug
companies like Pfizer Inc. to co-develop diagnostics tests for
specialized drug therapies.

"The life science partnerships are credit positive because they
give these companies a way to leverage their technologies, which
typically have been used for scientific research, into the larger
clinical diagnostic market," says Vice President- Senior Analyst,
Jessica Gladstone.

Moody's says the credit implications of diversification are
largely positive in six of the subsectors it looked at: not-for-
profit hospitals, medical device makers, life science companies,
REITs, insurers and diagnostic imaging companies. The implications
are less clear in two other sectors: for-profit hospitals and
pharmaceuticals.

For-profit hospitals, for example, are increasingly aligning with
primary care physicians, outpatient care providers, post-acute
care providers and insurers. These arrangements are credit
negative in the short term, says Vice President -- Senior Credit
Officer, Dean Diaz, as they may require up-front payments or
commitments for capital spending. "But the rationale is sound,
since the hospitals need to prepare for changing reimbursement
models under healthcare reform," he adds.

In pharmaceuticals, more companies are expected to exit rather
than enter businesses outside their core focus on human drugs,
following Pfizer's January IPO of Zoetis Inc., its animal health
business. "These transactions will be credit negative,
particularly if the proceeds are used to repurchase shares," says
Senior Vice President, Michael Levesque.

The report also looks at acquisitions and affiliations among
healthcare insurers, including Aetna and Coventry, UnitedHealth
and Amil, and Wellpoint and Amerigroup. Moody's says these deals
are largely credit positive because they increase diversity,
though they can also pose risks depending on how they are
financed.


* MasterCard Pins ATM Fraud on Owners
-------------------------------------
Robin Sidel, writing for The Wall Street Journal, reported that
thousands of ATM owners, from megabanks to mom-and-pop operators,
could be on the hook for millions in fraud losses if they miss a
deadline this month to upgrade their machines.

The shift will come if the owners fail to meet an April 19
deadline set by MasterCard Inc. for ATMs to authenticate debit-
card transactions using computer chips rather than magnetic
stripes, according to the WSJ report.

"Virtually no one is going to be ready," David Tente, executive
director in the U.S. for the ATM Industry Association, told WSJ.
The trade group has asked MasterCard Inc. to delay the target
date, but the Purchase, N.Y.-based company so far hasn't changed
it.

According to WSJ, the April 19 deadline applies only to
MasterCard-branded debit cards that are issued by overseas banks
and used at U.S. ATMs.  That is roughly 1% of all U.S. ATM
transactions, or roughly 60 million swipes a year.  If the ATMs
aren't upgraded, the owners will be financially responsible for
fraudulent transactions linked to those cards, WSJ said.  While
withdrawals are typically limited to less than $1,000, the losses
could mount quickly; one sizable fraud could wipe out the annual
profits for a machine, according to industry experts.

Counterfeit cards used at ATMs racked up an estimated $426 million
in fraud last year, according to Brian Riley, senior research
director at CEB TowerGroup, a consulting firm, WSJ related.  Last
month, police in New York arrested four men on charges of stealing
hundreds of thousands of dollars by using counterfeit debit cards
at local ATMs.

Under current rules, the banks that issue the debit cards to
consumers -- and not the ATM owners -- are responsible for losses
tied to fraud, WSJ noted.


* Judge Approves $14MM Settlement by SAC in Insider-Trading Case
----------------------------------------------------------------
Peter Lattman, writing for The New York Times' DealBook, reported
that on the same day prosecutors announced insider trading charges
against a former portfolio manager at the hedge fund SAC Capital
Advisors, a judge signed off on a civil settlement between the
fund and regulators related to the same set of facts.

According to the DealBook report, Judge Harold Baer of Federal
District Court in Manhattan approved a deal on Friday in which SAC
agreed to pay $14 million to settle accusations by the Securities
and Exchange Commission that the fund's Sigma Capital unit
illegally traded in shares of technology companies after a former
analyst there obtained secret information about the companies. As
part of the agreement, SAC neither admitted nor denied wrongdoing.

The DealBook related that the former SAC analyst, Jon Horvath,
pleaded guilty in the fall to participating in the scheme, and
said he passed along the information to his supervisor, who then
traded on it. His supervisor was Michael S. Steinberg, who was
arrested on Friday. He pleaded not guilty, and his lawyer, Barry
H. Berke, said Mr. Steinberg had done nothing wrong.

Judge Baer did not raise any concerns with SAC's $14 million
settlement, signing off on the deal in a perfunctory series of
orders without comment, yet his approval came during the same week
another federal judge expressed skepticism over the terms of a
larger settlement that SAC reached with regulators, the DealBook
noted.

The DealBook recalled that Judge Victor Marrero, also of Federal
District Court in Manhattan, raised questions about the larger
deal, a record $602 million agreement related to a separate
insider trading case. He took issue with the government allowing
SAC to settle the case without having to admit any wrongdoing.

"There is something counterintuitive and incongruous about
settling for $600 million if it truly did nothing wrong," the
judge said at last week's hearing, the DealBook cited.

Judge Marrero, according to the DealBook, declined to sign off on
the $602 million settlement, which relates to SAC purportedly
gaining $275 million in profits or avoided losses from insider
trading in two pharmaceutical stocks.  Instead, Judge Marrero
hinted that he might approve the settlement subject to the outcome
of a pending ruling in a federal appeals court that was expected
to weigh in on the "neither admit nor deny wrongdoing" language
used by government agencies in reaching settlements with
defendants. That case relates to a settlement between Citigroup
and the S.E.C. over accusations of fraud in the bank's sale of a
complex mortgage-bond deal.

The different approaches by the two judges highlight an emerging
debate in the judiciary over a judge's role in approving such
settlements, the DealBook noted.  In recent months, federal judges
across the country have taken issue with agencies like the S.E.C.
letting defendants off easy without requiring them to acknowledge
wrongdoing.

An SAC spokesman declined to comment on the approval of the $14
million settlement, according to the DealBook. When both
settlements were reached this month, the spokesman, Jonathan
Gasthalter, said they were "a substantial step toward resolving
all outstanding regulatory matters."


* Judge Questions Fairness of Citigroup's $590-Mil. Settlement
--------------------------------------------------------------
Jonathan Stempel, writing for Reuters, reported that a Manhattan
federal judge on Monday signaled he will not rubber-stamp
Citigroup Inc's proposed $590 million (GBP387.5 million)
settlement of a shareholder lawsuit accusing it of hiding tens of
billions of dollars of toxic mortgage assets.

Reuters related that U.S. District Judge Sidney Stein asked
lawyers for the bank and its shareholders to address several
issues at an April 8 fairness hearing, including requested legal
fees and expenses of roughly $100 million, and the absence of
payments by former Citigroup executives.

Judge Stein, according to the Reuters report, joined other judges
in recent years to question the fairness of large legal
settlements in the financial industry.

Citigroup awaits a decision from the federal appeals court in New
York on whether Judge Stein's colleague Judge Jed Rakoff properly
rejected a $285 million settlement with the U.S. Securities and
Exchange Commission over the alleged defrauding of investors,
Reuters related.

U.S. District Judge Victor Marrero in Manhattan cited that case in
delaying a decision to approve the SEC's $602 million insider
trading settlement with a unit of Steven Cohen's hedge fund SAC
Capital Advisors LP, according to Reuters.

Reuters related that the $590 million settlement resolved claims
by Citigroup shareholders from February 26, 2007 to April 18, 2008
that the bank failed in those years to properly write down risky
debt, often backed by subprime mortgages, and concealed the risks.

Judge Stein also asked for more information, including how much a
reasonable client would pay to justify fees for lead counsel and
other lawyers equal to 16.5 percent of the settlement amount, or
about $97.4 million, plus $2.8 million for expenses, the report
said.  The judge asked both sides to address questions about how
settlement funds would be allocated.

Lead plaintiffs included several former employees and directors of
Automated Trading Desk Inc, which Citigroup bought in October 2007
for about $680 million.

The case is In re: Citigroup Inc Securities Litigation, U.S.
District Court, Southern District of New York, No. 07-09901.


* AmeriBid LLC Opens Second Office in Washington, DC Area
---------------------------------------------------------
AmeriBid LLC on April 2 announced the opening of their second
office in the DC market area.

AmeriBid LLC is excited to announce it is expanding its operations
in the Washington, DC metropolitan region with the opening of a
second office in the local market.  The company will operate an
office in Reston, VA and Gaithersburg, MD with more offices to
open shortly.

Located just off the Dulles Toll Road in the Reston Town Center in
Reston, VA, the new office will help the company serve the need
for residential, commercial, and industrial real estate auction
services throughout the region.

The new office opening comes as AmeriBid LLC is expanding its
auction services to offer homeowners the opportunity to include
their own property in AmeriBid's monthly auctions.  "This is an
exciting opportunity for homeowners as we offer a way to create
excitement about the sale of a property that is unparalleled in
the residential real estate market," said Stephen Karbelk, the Co-
Chairman and Founder of AmeriBid LLC.

Before the new service came online, homeowners had few options
beyond listing their home for sale.  Now, sellers have the
opportunity that AmeriBid's corporate clients have been leveraging
for years: to take advantage of the excitement a professional
auctioneer creates on auction day to sell their property to the
high bidder.  A professionally marketed auction brings buyers to
the property on auction day who are excited to have the chance to
buy the property.

Additionally, the company is excited to announce the recent hiring
of Eugene Davidzon.  Eugene brings a decade of real estate
experience to the company along with degrees from the University
of Michigan in Economics and Urban Planning. He is a licensed real
estate broker in Washington, D.C., Maryland, and Virginia.  "The
DC real estate market is heating up so auctions will drive the
prices even higher," said Eugene Davidzon.  "I'm excited to join a
company with the vision and experience needed to become an
industry leader."

Headquartered in Tulsa, Okla., AmeriBid --
http://www.AmeriBid.com-- specializes in the sale of commercial
and residential real estate, land properties and other assets for
lenders, servicers, receivers, bankruptcy attorneys, estates,
private owners, investment companies and local, state and federal
government agencies.


* Goldman Launches New Unit to Invest in High-Risk Debt
-------------------------------------------------------
Katy Burne, writing for The Wall Street Journal, reported that
Goldman Sachs Group Inc. is launching a specialty finance company
to invest in high-risk debt primarily of midsize U.S. companies
with no credit ratings.

According to the WSJ report, the New York firm said in a filing
with the Securities and Exchange Commission late Friday that it
plans to offer shares in the new unit, Goldman Sachs Liberty
Harbor Capital LLC, "as soon as practicable after the effective
date of this registration statement."

The unit is fashioned as a "business development company"?a type
of investment vehicle that has grown in popularity over the past
decade, WSJ said.  It is governed by the Investment Company Act of
1940, will use borrowed money, or leverage, and invest in smaller
U.S. companies that typically don't have credit ratings through
buying up their high-yielding debt and making and buying loans.

"We view this as a space that will continue to expand as part of
an alternative lending segment," Greg Mason, analyst at Keefe,
Bruyette & Woods, told WSJ.

The new Goldman company comes as the New York securities firm
seeks ways to boost revenue and provide returns to shareholders
under tighter constraints on its own investing and requirements to
hold more capital, according to WSJ.


* Herrick, Feinstein Among NJ Journal's Top Litigation Firms
------------------------------------------------------------
Herrick, Feinstein LLP has been named one of the top two
Commercial Litigation groups in the New Jersey Law Journal's
inaugural "Litigation Department of the Year" competition ranking
leading practices.

Herrick "represents the full spectrum of clients in commercial
litigation" and "prides itself on nimble negotiating techniques
and flexible fees," according to the New Jersey Law Journal.  It
was also noted that the firm's accomplished New Jersey litigation
team members "have the advantage of being able to draw on the 85-
year-old New York-based firm's depth and breadth of experience."

In addition to its cost-effective, client-tailored solutions,
Herrick was named a litigation leader for major trial successes
and settlements, including: Marcus v BMW of North America LLC and
Bridgestone Americas Tire Operations LLC in which Herrick
successfully represented Bridgestone in defending a series of
class actions involving an innovative tire design that allows a
tire to be operated for up to 50 miles after it has suffered a
complete loss of air; and Wells Fargo Bank, N.A. v. Wayne Towne
Center Assoc. in which Herrick advised Wells Fargo which held a
$63 million loan secured by ground leases on a NJ shopping center.
The loan went into default after an anchor tenant closed and the
ground leases were appraised at a negative value.  Herrick
negotiated an assignment of the leases to Wells Fargo to avoid the
state's lengthy foreclosure process and so the client was able to
sell the leases for around $10 million.

"This is a great distinction for our team," said Ronald J. Levine,
Partner and Co-Chairman of Herrick's Litigation Department.  "To
be recognized by one of the legal industry's leading publications
not only for the high caliber of our work but for our adaptability
in the face of an evolving profession is particularly meaningful."

"Some of the most important cases are being litigated in New
Jersey and Herrick continues to be involved in decisions that are
helping to shape entire industries," said Christopher J. Sullivan,
Partner and Co-Chairman of the department.  "This honor is truly a
testament to the talent of our litigators and their commitment to
excellence on behalf of our clients."

Founded in 1928, Herrick, Feinstein LLP is a prominent 170-lawyer
firm providing a full range of legal services, including real
estate, litigation, bankruptcy, employment, corporate, tax and
personal planning, government relations, insurance and
intellectual property law.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Capstone Merchant Services Inc
        aka Capstone Merchant Services Inc a Nevada Corp
   Bankr. C.D. Cal. Case No. 13-11981
     Chapter 11 Petition filed March 22, 2013
         See http://bankrupt.com/misc/cacb13-11981.pdf
         Filed pro se

In re EA & AK Enterprises, Inc.
        dba Del Taco 139
   Bankr. C.D. Cal. Case No. 13-15161
     Chapter 11 Petition filed March 22, 2013
         See http://bankrupt.com/misc/cacb13-15161.pdf
         represented by:  Michael G. Spector, Esq.
                         Law Offices of Michael G. Spector
                         E-mail: mgspector@aol.com

In re Jet Wines & Liquors Co., Inc.
   Bankr. D.N.J. Case No. 13-16045
     Chapter 11 Petition filed March 22, 2013
         See http://bankrupt.com/misc/njb13-16045.pdf
         represented by: Allen I Gorski, Esq.
                         Teich Groh
                         E-mail: agorski@teichgroh.com

In re Julie & Wang Realty, Inc.
   Bankr. E.D.N.Y. Case No. 13-41657
     Chapter 11 Petition filed March 22, 2013
         See http://bankrupt.com/misc/nyeb13-41657.pdf
         Filed pro se

In re Columbia Oral Maxillofacial Surgery, P.A.
   Bankr. D.S.C. Case No. 13-01738
     Chapter 11 Petition filed March 22, 2013
         See http://bankrupt.com/misc/scb13-01738.pdf
         represented by: Reid B. Smith, Esq.
                         Price Bird Smith & Boulware PA
                         E-mail: reid@pricebirdlaw.com

In re Eccotemp Systems, LLC
   Bankr. D.S.C. Case No. 13-01717
     Chapter 11 Petition filed March 22, 2013
         See http://bankrupt.com/misc/scb13-01717.pdf
         represented by: R. Geoffrey Levy, Esq.
                         Levy Law Firm, LLC
                         E-mail: llfecf@levylawfirm.org

In re TES Ventures, LP
   Bankr. S.D. Tex. Case No. 13-31667
     Chapter 11 Petition filed March 22, 2013
         See http://bankrupt.com/misc/txsb13-31667.pdf
         represented by: C Michael Black, Esq.
                         E-mail: cmb@cmblack-lawyer.com
In re Timber Truss Housing Systems, Inc.
   Bankr. W.D. Va. Case No. 13-70470
     Chapter 11 Petition filed March 22, 2013
         See http://bankrupt.com/misc/vawb13-70470.pdf
         represented by: Andrew S Goldstein, Esq.
                         Magee Goldstein Lasky & Sayers, P.C.
                         E-mail: agoldstein@mglspc.com

In re JB & WC Investments, LLC
   Bankr. W.D. Tex. Case No. 13-30485
     Chapter 11 Petition filed March 23, 2013
         See http://bankrupt.com/misc/txwb13-30485.pdf
         represented by: Corey W. Haugland, Esq.
                         James & Haughland, P.C.
                         E-mail: chaugland@jghpc.com

In re Economic Recovery, LLC
        dba Vivid Nightclub
          dba Vixen Nightclub
            dba Vintage Nightclub
   Bankr. M.D. Fla. Case No. 13-01781
     Chapter 11 Petition filed March 25, 2013
         See http://bankrupt.com/misc/flmb13-01781.pdf
         represented by: Taylor J. King, Esq.
                         Law Offices of Mickler & Mickler
                         E-mail: court@planlaw.com

In re Rahbar Talebli
   Bankr. M.D. Fla. Case No. 13-01779
      Chapter 11 Petition filed March 25, 2013

In re Dattile Plumbing, Inc.
   Bankr. S.D. Fla. Case No. 13-16607
     Chapter 11 Petition filed March 25, 2013
         See http://bankrupt.com/misc/flsb13-16607.pdf
         represented by: Julianne R. Frank, Esq.
                         Frank, White-Boyd, PA
                         E-mail: fwbbnk@fwbpa.com

In re Millard McCann Corp.
   Bankr. N.D. Ill. Case No. 13-11909
     Chapter 11 Petition filed March 25, 2013
         See http://bankrupt.com/misc/ilnb13-11909.pdf
         represented by: O Allan Fridman, Esq.
                         Law Office of O. Allan Fridman
                         E-mail: afridman@tds.net

In re Interstate Block Corporation
   Bankr. S.D. Ind. Case No. 13-90681
     Chapter 11 Petition filed March 25, 2013
         See http://bankrupt.com/misc/insb13-90681.pdf
         represented by: Terry E. Hall, Esq.
                         Faegre Baker Daniels LLP
                         E-mail: terry.hall@faegrebd.com

In re Mexican Group Investments, LLC
   Bankr. D. Md. Case No. 13-15103
     Chapter 11 Petition filed March 25, 2013
         See http://bankrupt.com/misc/mdb13-15103p.pdf
         See http://bankrupt.com/misc/mdb13-15103c.pdf
         represented by: David E. George, Esq.
                         Law Office of David E. George
                         E-mail: deglex@hotmail.com

In re The Charles E. Talbot Building Association, Inc.
   Bankr. D. Mass. Case No. 13-30322
     Chapter 11 Petition filed March 25, 2013
         See http://bankrupt.com/misc/mab13-30322.pdf
         represented by: Jonathan R. Goldsmith, Esq.
                         Goldsmith, Katz & Argenio, P.C.
                         E-mail: bankrdocs@gkalawfirm.com

In re Fireball Lounge, Inc.
   Bankr. W.D. Mich. Case No. 13-02403
     Chapter 11 Petition filed March 25, 2013
         See http://bankrupt.com/misc/miwb13-02403.pdf
         represented by: Patrick S. Fragel, Esq.
                         E-mail: usbc-miw@fragel-law.com

In re Jeffrey Swanson
   Bankr. D. Minn. Case No. 13-31350
      Chapter 11 Petition filed March 25, 2013

In re Fire Station Plaza, LLC
   Bankr. D. Nev. Case No. 13-12439
     Chapter 11 Petition filed March 25, 2013
         See http://bankrupt.com/misc/nvb13-12439.pdf
         represented by: Matthew C. Zirzow, Esq.
                         Gordon & Silver, Ltd.
                         E-mail:
                         bankruptcynotices@gordonsilver.com

In re Caribbean Merchandiser Services of PR IN
        aka Caribbean Merchandiser Services
   Bankr. D.P.R. Case No. 13-02284
     Chapter 11 Petition filed March 25, 2013
         See http://bankrupt.com/misc/prb13-02284.pdf
         represented by: Maria Mercedes Figueroa y Morgade, Esq.
                         Figueroa y Morgade Legal Advisors
                         E-mail: figueroaymorgadelaw@yahoo.com

In re Real Estate One LLC
   Bankr. W.D. Tenn. Case No. 13-23200
     Chapter 11 Petition filed March 25, 2013
         See http://bankrupt.com/misc/tnwb13-23200.pdf
         represented by: Carlee Marie McCullough, Esq.
                         McCullough Law, PLLC
                         E-mail: jstce4all@aol.com

In re Donald Pratt
   Bankr. E.D. Va. Case No. 13-71089
      Chapter 11 Petition filed March 25, 2013

In re Mills Ventures, LLC
   Bankr. C.D. Cal. Case No. 13-12680
     Chapter 11 Petition filed March 26, 2013
         See http://bankrupt.com/misc/cacb13-12680.pdf
         represented by: Thomas J. Polis, Esq.
                         POLIS & ASSOCIATES, APLC
                         E-mail: tom@polis-law.com

In re Luis Arriaza
   Bankr. C.D. Cal. Case No. 13-17898
      Chapter 11 Petition filed March 26, 2013

In re Collecting Supplies, LLC
   Bankr. D. Conn. Case No. 13-30519
     Chapter 11 Petition filed March 26, 2013
         See http://bankrupt.com/misc/ctb13-30519.pdf
         Filed as Pro Se

In re Georgia Tountas
   Bankr. N.D. Ill. Case No. 13-12273
      Chapter 11 Petition filed March 26, 2013

In re Salyersville Medical Center, LLC
   Bankr. E.D. Ky. Case No. 13-70193
     Chapter 11 Petition filed March 26, 2013
         See http://bankrupt.com/misc/kyeb13-70193.pdf
         represented by: Jamie L. Harris, Esq.
                         DELCOTTO LAW GROUP PLLC
                         E-mail: jharris@dlgfirm.com

In re South Shreveport Mobile Villa, Inc.
   Bankr. W.D. La. Case No. 13-10704
     Chapter 11 Petition filed March 26, 2013
         See http://bankrupt.com/misc/lawb13-10704.pdf
         represented by: Robert W. Raley, Esq.
                         RALEY & ASSOCIATES
                         E-mail: rraley52@bellsouth.net

In re Robert Franklin
   Bankr. D. Nev. Case No. 13-12440
      Chapter 11 Petition filed March 26, 2013

In re Integrated Computer Solutions, Inc.
   Bankr. D. N.J. Case No. 13-16300
     Chapter 11 Petition filed March 26, 2013
         See http://bankrupt.com/misc/njb13-16300.pdf
         represented by: Douglas A. Goldstein, Esq.
                         SPECTOR & EHRENWORTH
                         E-mail: dgoldstein@selawfirm.com

In re Justin Catando
   Bankr. D. N.J. Case No. 13-16328
      Chapter 11 Petition filed March 26, 2013

In re Bromley Associates, Inc.
        dba Touche
   Bankr. S.D.N.Y. Case No. 13-22474
     Chapter 11 Petition filed March 26, 2013
         See http://bankrupt.com/misc/nysb13-22474.pdf
         represented by: Lawrence F. Morrison, Esq.
                         THE MORRISON LAW OFFICES P.C.
                         E-mail: morrlaw@aol.com

In re MRRC Cuisine, Inc.
   Bankr. S.D.N.Y. Case No. 13-22478
     Chapter 11 Petition filed March 26, 2013
         See http://bankrupt.com/misc/nysb13-22478.pdf
         represented by: Robert S. Lewis, Esq.
                         ROBERT S. LEWIS, P.C.
                         E-mail: robert.lewlaw1@gmail.com


In re Sert Systems, Inc.
   Bankr. E.D.N.C. Case No. 13-01919
     Chapter 11 Petition filed March 26, 2013
         See http://bankrupt.com/misc/nceb13-01919.pdf
         represented by: Danny Bradford, Esq.
                         PAUL D. BRADFORD, PLLC
                         E-mail: dbradford@bradford-law.com

In re James Pridgen
   Bankr. E.D.N.C. Case No. 13-01921
      Chapter 11 Petition filed March 26, 2013

In re Desperado's Steakhouse, Inc.
   Bankr. N.D. Ala. Case No. 13-70613
     Chapter 11 Petition filed March 27, 2013
         See http://bankrupt.com/misc/alnb13-70613.pdf
         represented by: Herbert M Newell, III, Esq.
                         Newell & Holden, LLC
                         E-mail: hnewell@newell-law.com

In re Carl Towner
   Bankr. D. Ariz. Case No. 13-04597
      Chapter 11 Petition filed March 27, 2013

In re Grandpoint, LLC
   Bankr. C.D. Cal. Case No. 13-18039
     Chapter 11 Petition filed March 27, 2013
         See http://bankrupt.com/misc/cacb13-18039.pdf
         represented by: Robert S. Altagen, Esq.
                         Law Offices of Robert S Altagen
                         E-mail: rsaink@earthlink.net

In re Mark Hicks
   Bankr. N.D. Cal. Case No. 13-41813
      Chapter 11 Petition filed March 27, 2013

In re Sandra Concetti
   Bankr. N.D. Cal. Case No. 13-30705
      Chapter 11 Petition filed March 27, 2013

In re Senor Pancho's Litchfield, LLC
   Bankr. D. Conn. Case No. 13-50448
     Chapter 11 Petition filed March 27, 2013
         See http://bankrupt.com/misc/ctb13-50448.pdf
         represented by: Peter L. Ressler, Esq.
                         Groob Ressler & Mulqueen
                         E-mail: ressmul@yahoo.com

In re Daniel Zimmern
   Bankr. N.D. Fla. Case No. 13-30377
      Chapter 11 Petition filed March 27, 2013

In re Stephen Brinkmeier
   Bankr. N.D. Fla. Case No. 13-50128
      Chapter 11 Petition filed March 27, 2013

In re Q4 Group, LLC
   Bankr. N.D. Ill. Case No. 13-12416
     Chapter 11 Petition filed March 27, 2013
         See http://bankrupt.com/misc/ilnb13-12416.pdf
         represented by: Jeffrey W Deer, Esq.
                         Deer & Stone P C
                         E-mail: jwdeer@aol.com

In re Jerry Ellis
   Bankr. D. Md. Case No. 13-15276
      Chapter 11 Petition filed March 27, 2013

In re All American Heating and Cooling LLC
   Bankr. E.D. Mich. Case No. 13-46081
     Chapter 11 Petition filed March 27, 2013
         See http://bankrupt.com/misc/mieb13-46081.pdf
         represented by: Thomas J. Budzynski, Esq.
                         E-mail: lawoffice@tjbudzynskipc.com

In re Earnestine Mason
   Bankr. S.D. Miss. Case No. 13-01050
      Chapter 11 Petition filed March 27, 2013

In re Greenland Super Market Inc.
   Bankr. D. Nev. Case No. 13-12530
     Chapter 11 Petition filed March 27, 2013
         See http://bankrupt.com/misc/nvb13-12530.pdf
         represented by: Nedda Ghandi, Esq.
                         Ghandi Law Offices
                         E-mail: bankruptcy@ghandilaw.com

In re Squadz Inc.
   Bankr. E.D.N.Y. Case No. 13-41732
     Chapter 11 Petition filed March 27, 2013
         See http://bankrupt.com/misc/nyeb13-41732.pdf
         represented by: Sharon A. Toussaint, Esq.
                         Law Office of Sharon A. Toussaint

In re JD Custom Carpentry, Inc.
        aka Jose Dominguez
   Bankr. S.D.N.Y. Case No. 13-10922
     Chapter 11 Petition filed March 27, 2013
         See http://bankrupt.com/misc/nysb13-10922.pdf
         represented by: Roosevelt N. Nesmith, Esq.
                         Law Office of Roosevelt N Nesmith

In re Gordon Communications, Inc.
   Bankr. S.D. Tex. Case No. 13-31738
     Chapter 11 Petition filed March 27, 2013
         See http://bankrupt.com/misc/txsb13-31738.pdf
         represented by: Marjorie A Payne Britt, Esq.
                         Britt and Catrett, P.C.
                         E-mail: marge@brittandcatrett.com

In re Elmer Logan
   Bankr. E.D. Va. Case No. 13-31690
      Chapter 11 Petition filed March 27, 2013
In re Siman Melamed
   Bankr. C.D. Cal. Case No. 13-12138
      Chapter 11 Petition filed March 28, 2013

In re Pamela Smith
   Bankr. S.D. Fla. Case No. 13-16943
      Chapter 11 Petition filed March 28, 2013

In re Pangea Co., Inc.
   Bankr. W.D. Ky. Case No. 13-31300
     Chapter 11 Petition filed March 28, 2013
         See http://bankrupt.com/misc/kywb13-31300.pdf
         represented by: Richard A. Schwartz, Esq.
                         KRUGER & SCHWARTZ
                         E-mail: rick@ks-laws.com

In re Michael Hallam
   Bankr. D. Mass. Case No. 13-11701
      Chapter 11 Petition filed March 28, 2013

In re Steven Franklin
   Bankr. W.D. Mich. Case No. 13-02583
      Chapter 11 Petition filed March 28, 2013

In re Reform Spine and Injury Care Center, LLC
   Bankr. D. N.M. Case No. 13-11020
     Chapter 11 Petition filed March 28, 2013
         See http://bankrupt.com/misc/nmb13-11020.pdf
         represented by: Steven Tal Young, Esq.
                         TAL YOUNG, P.C.
                         E-mail: talyoung@yahoo.com

In re Mamaroneck Physical Therapy PC.
        aka PT Associates of Queens
   Bankr. E.D.N.Y. Case No. 13-41823
     Chapter 11 Petition filed March 28, 2013
         See http://bankrupt.com/misc/nyeb13-41823.pdf
         represented by: Angelo R. Picerno, Esq.
                         PICERNO & ASSOCIATES, PLLC

In re Allen Lubow
   Bankr. E.D.N.Y. Case No. 13-41834
      Chapter 11 Petition filed March 28, 2013

In re Lawrence Torres
   Bankr. E.D.N.C. Case No. 13-01964
      Chapter 11 Petition filed March 28, 2013

In re Christie Davis
   Bankr. D. Ore. Case No. 13-31811
      Chapter 11 Petition filed March 28, 2013

In re Edna Mattei Perez
   Bankr. D.P.R. Case No. 13-02411
      Chapter 11 Petition filed March 28, 2013

In re Restaurant Environmental Technologies, Inc.
   Bankr. D.P.R. Case No. 13-02413
     Chapter 11 Petition filed March 28, 2013
         See http://bankrupt.com/misc/prb13-02413.pdf
         represented by: Alexis Fuentes Hernandez, Esq.
                         FUENTES LAW OFFICES
                         E-mail: alex@fuentes-law.com

In re Christopher Nagel
   Bankr. W.D. Wis. Case No. 13-11458
      Chapter 11 Petition filed March 28, 2013
In re Broddy Ventures, Inc.
        dba Broddy Ventures, LLC
          dba Parks Edge, Inc.
   Bankr. N.D. Ga. Case No. 13-56784
     Chapter 11 Petition filed March 29, 2013
         See http://bankrupt.com/misc/ganb13-56784.pdf
         represented by: Richard E. Thomasson, Esq.
                         Thomasson Law Firm, LLC
                         E-mail: ret@thomassonlawfirm.com

In re Jeffrey Frazier
   Bankr. D. Idaho Case No. 13-00623
      Chapter 11 Petition filed March 29, 2013

In re Gene Cunningham
   Bankr. C.D. Ill. Case No. 13-70607
      Chapter 11 Petition filed March 29, 2013

In re Francis Camp
   Bankr. N.D. Ill. Case No. 13-12992
      Chapter 11 Petition filed March 29, 2013

In re Stan Latos
   Bankr. N.D. Ill. Case No. 13-81094
      Chapter 11 Petition filed March 29, 2013

In re Johnson
   Bankr. S.D. Ind. Case No. 13-03112
      Chapter 11 Petition filed March 29, 2013

In re Charles Young
   Bankr. E.D. Mich. Case No. 13-31133
      Chapter 11 Petition filed March 29, 2013

In re Martin Davidson
   Bankr. S.D.N.Y. Case No. 13-35698
      Chapter 11 Petition filed March 29, 2013

In re Julio Reyes
   Bankr. M.D. Tenn. Case No. 13-02887
      Chapter 11 Petition filed March 29, 2013

In re Olympia C-Store Management, LLC
   Bankr. N.D. Tex. Case No. 13-41416
     Chapter 11 Petition filed March 29, 2013
         See http://bankrupt.com/misc/txnb13-41416.pdf
         represented by: David R. Gibson, Esq.
                         The Gibson Law Group
                         E-mail: my.lawyer@sbcglobal.net

In re Mario San Roman
   Bankr. S.D. Tex. Case No. 13-70144
      Chapter 11 Petition filed March 29, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***