TCR_Public/130408.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, April 8, 2013, Vol. 17, No. 96

                            Headlines

22ND CENTURY: Amends 6.2 Million Shares Resale Prospectus
501 GRANT: Court to Consider Adequacy of Disclosures Tomorrow
AFFYMAX INC: Publishes Financials, Cash Is $67 Million
AGY ASIA: Seeks Waiver on Working Capital Loan Facility
ALTEGRITY INC: Refinancing Risk Cues Moody's to Cut CFR to 'Caa2'

AMERICAN AIRLINES: Discloses Settlements With Travelport, Orbitz
AMERICAN AIRLINES: 2nd Cir. Takes Appeal on $1.32BB Premium
AMERICAN AXLE: Expects $3.2 billion Full Year Sales in 2013
AMERICAN PETRO-HUNTER: Has $5MM Purchase Pact with Magna Group
AMERICAN SUZUKI: Closes Sale of Operating Assets to Suzuki Motor

AMPAL-AMERICAN: Common Stock Delisted From NASDAQ
API TECHNOLOGIES: Stockholders Elect Five Directors to Board
APPLIANCE RECYCLING: PNC Bank Extends Credit Agreement
ASPEN GROUP: Has Combined Prospectus of 23.5-Mil. Common Shares
ATHILON CAPITAL: S&P Affirms 'B' Rating on Sr. Subordinated Notes

ATLANTIC COAST: Directors Oppose Plan Merger with Bond Street
AVANTAIR INC: Issues Additional $900,000 Convertible Notes
AXION INTERNATIONAL: Presented at 25th Annual ROTH Conference
BEACON ENTERPRISE: Plans to Acquire Optos Capital
BERRY PLASTICS: Stockholders Elect Three Directors to Board

BILL JOHNSON: PBGC Takes Over Eatery's Underfunded Pension Plan
BIOFUEL ENERGY: Taps Piper Jaffray for Possible Plant Sale
BONANZA CREEK: S&P Assigns 'B' CCR & Rates $250MM Notes 'B-'
CALIFORNIA RURAL: S&P Lowers Rating on Sr. & Sub. Bonds to 'CC'
CASCADE BANCORP: Returns to Profitability in 2012

CATASYS INC: Inks Contract to Provide OnTrak Program to Members
CENTRAL ENERGY: Unit Borrows $2.5 Million From Hopewell
CENTRAL EUROPEAN: Commences Chapter 11 With Prepack Plan
CENTRAL EUROPEAN: Missteps by Vodka Producer Detailed
CEVA GROUP: Commences Exchange Offers & Consent Solicitations

CEVA GROUP: Note Holders Back Financial Recapitalization Plan
CHAMPION INDUSTRIES: Defaults on Credit Facility with Fifth Third
CHIEFTAIN METAL: Tulsequah Chief Mine Proposal Risky, RWB Says
CHRIST HOSPITAL: Disclosure Statement Hearing Slated for April 22
CLEAR CHANNEL: Moody's Sees Modest Impact of MOU on Liquidity

CNH CAPITAL: S&P Assigns 'BB' Rating to $500MM Notes Due 2018
COMMUNITY FINANCIAL: SBAV Lowers Equity Stake to 25% at March 25
COMPASS GROUP: $30MM Loan Repricing No Impact on Moody's Ba3 CFR
CONTINENTAL AIRLINES: Moody's Withdraws Ratings Following Merger
CONQUEST SANTA FE: Court Sets May 2 Disclosure Statement Hearing

CONVERGEONE HOLDINGS: Moody's Rates $20MM Debt Ba3, $210MM Debt B3
CONVERGEX HOLDINGS: Divestitures Cue Moody's to Lower CFR to B3
COPYTELE INC: Amends Quarterly Report to Furnish Exhibits
CPI CORP: PictureMe Abruptly Closes Studios
CROWNROCK LP: S&P Assigns 'CCC+' Rating to $350MM Unsecured Notes

DAFFY'S INC: Gets Approval For Ch. 11 Plan
DELTATHREE INC: Incurs $1.6 Million Net Loss in 2012
DAIS ANALYTIC: Ira McCollum Replaces Raymond Kazyaka as Director
DILLARD'S INC: Continued Growth Cues Moody's to Raise CFR to 'Ba2'
EASTMAN KODAK: Closes Exchange Offer with Noteholders

EDENOR SA: Amends Annual Report for 2011
EDISON MISSION: Peabody Wants to Compel Decision on Supply Pact
EDISON MISSION: Objects to Bid to Continue Illinois Actions
EMISSION SOLUTIONS: Assets Sold to CNG One Source
ENERGY FUTURE: Receives Favorable Tax Ruling From IRS

EVERYWARE INC: S&P Affirms 'B' Rating on Proposed Merger
FAIRWEST ENERGY: Deadline for Bids Moved to April 12
FIRST BANKS: Reports $25.9 Million Net Income in 2012
FIRST FINANCIAL: Incurs $9.4 Million Net Loss in 2012
FISKER AUTOMOTIVE: Lays Off 75% of Remaining Workers

FLABEG SOLAR: Facing Involuntary Bankruptcy Petition
FREESEAS INC: Fully Satisfies Settlement with Hanover
FREESEAS INC: Hanover No Longer Owns Shares at March 26
FRIENDFINDER NETWORKS: Debt Refinancing Talks with Lenders Ongoing
FUEL DOCTOR: Suspending Filing of Reports with SEC

GEOKINETICS INC: Has Final Loan Approval, Confirmation April 25
GLOBALSTAR INC: Enters Into Forbearance Agreement with Noteholders
GOLF CLUB AT BRIDGEWATER: Must Hold Auction, District Court Says
GMX RESOURCES: In Chapter 11 to Sell, Expects NYSE Delisting
GMX RESOURCES: Voluntary Chapter 11 Case Summary

GMX RESOURCES: List of 30 Largest Unsecured Creditors
GOODRICH PETROLEUM: Series C Stock Issue Gets Moody's Caa3 Rating
GUITAR CENTER: Incurs $72.2 Million Net Loss in 2012
HAMPTON ROADS: Amends 137.9 Million Shares Resale Prospectus
HAMPTON ROADS: Combines Seven Bank Branch Locations

HANDY HARDWARE: Proposes Donlin Recano as Administrative Agent
HANESBRANDS INC: S&P Raises CCR to 'BB'; Outlook Stable
HEALTHWAREHOUSE.COM INC: K. Singer Owns 12.9% Stake at March 20
HERITAGE CONSOLIDATED: Committee Taps Chamberlain as Counsel
HOSTESS BRANDS: Hilco Accepting Bids for Properties by June 12

INTERNATIONAL AUTOMOTIVE: S&P Affirms 'B+' Corporate Credit Rating
JACKSONVILLE BANCORP: Incurs $43 Million Net Loss in 2012
JOURNAL REGISTER: Sale of Assets to 21st CMH Finalized
KINGFISHER AIRLINES: Creditors May Seize, Sell Airline Property
LDK SOLAR: Sells Remaining 12 Million Ordinary Shares to Fulai

LEADER ENERGY: Fails to Meet All Debt Covenants
LEHMAN BROTHERS: Barclays Wants $800MM More Set Aside for Claims
LEHMAN BROTHERS: Emails Show Ex-Deutsche Star Wanted Derivatives
LEMIC INSURANCE: A.M. Lowers Issuer Credit Rating to 'bb'
LIFECARE HOLDINGS: Court Approves Sale to Senior Lenders

LODGENET INTERACTIVE: Terminates Offerings Under Plans
MECHEL OAO: Lenders Okay Credit Facility Waivers & Amendments
MEDIMEDIA USA: Moody's Reviews 'Caa1' CFR for Possible Upgrade
MF GLOBAL: Files Revised Plan Supplement; OEM Drops Plan Objection
MF GLOBAL: Trustee Blames Former CEO for Collapse

MIDSTATES PETROLEUM: Moody's Affirms 'B3' CFR; Outlook Positive
MILACRON HOLDINGS: S&P Lowers Corporate Credit Rating to 'B'
MOMENTIVE PERFORMANCE: Fails to Satisfy Credit Incurrence Tests
NAVISTAR INTERNATIONAL: Offering $300 Million of Senior Notes
NEWLEAD HOLDINGS: Gets NASDQ Listing Non-Compliance Notice

NORTHWEST PARTNERS: Parties Agree on $13.3MM Fannie Mae Claim
NUVILEX INC: Incurs $376,800 Net Loss in Jan. 31 Quarter
OCALA SHOPPES: Keeps United American as Property Manager
OMNICOMM SYSTEMS: Incurs $7.8 Million Net Loss in 2012
ONTARIO PATIENT: Files Bankruptcy After Losing Contract

ORAGENICS INC: Incurs $13.1 Million Net Loss in 2012
OVERSEAS SHIPHOLDING: Brings in New Financial Officer
OXFORD RESOURCE: In Talks with Lender to Extend Credit Facility
PATIENT SAFETY: To Issue 3.3 Million Common Shares Under Plans
PATRIOT COAL: Retiree Committee Retaining Desai Eggman as Counsel

PATRIOT COAL: Creditors Committee Balks at Motion for Equity Panel
PATRIOT COAL: Lawmakers Back Fight to Preserve Benefits
PEDEVCO CORP: Incurs $12 Million Net Loss in 2012
PEDEVCO CORP: Amendment No. 4 to Form S-1 Prospectus
PEMCO WORLD: Confident About April 22 Plan Confirmation

PENN VIRGINIA: MHR Purchase Cues Moody's to Lower CFR to 'B3'
PENN VIRGINIA: S&P Assigns 'B-' Rating to $400MM Sr. Unsec. Notes
PEREGRINE PHARMA: Incurs $4.9-Mil. Net Loss in FY2013 3rd Quarter
PHYSIOTHERAPY ASSOCIATES: Moody's Lowers CFR One Notch to 'B3'
PINNACLE AIRLINES: Files Exclusivity Motion as Insurance Policy

PLC SYSTEMS: Barry Honig Discloses 9.9% Equity Stake at Feb. 22
QUANTUM FUEL: Inks Real Estate Purchase Agreement
QUANTUM FUEL: Restructures Repayment of C$22.7MM Samsung Debt
R.G. STEEL: District Court Dismisses Panacci Complaint
RADIAN GROUP: Unit Reaches Settlement Agreement with CFPB

READER'S DIGEST: Wants to Sell Interests in European Affiliates
READER'S DIGEST: Stipulates With PBGC on Filing Consolidated Claim
RESIDENTIAL CAPITAL: Executives' Bonuses Draw U.S. Trustee's Ire
ROI ACQUISITION: Moody's Gives 'B2' CFR & Rates Term Loan 'B2'
ROTECH HEALTHCARE: Delays 2012 Form 10-K for Internal Review

SAN BERNARDINO, CA: To Resume Making Payments to Calpers
SAN BERNARDINO, CA: Bank Backs Plan to Cut Union Contracts
SCHOOL BOX: School Supply Retailer Files in Atlanta
SCHOOL SPECIALTY: Debtor and Lender Facing Two Pivotal Hearings
SEVEN COUNTIES: Case Summary & 20 Largest Unsecured Creditors

SHOPPES OF LAKESIDE: Court Enters Final Decree Closing Case
SPANISH BROADCASTING: Has Yet to Request Stock Delisting Hearing
SPROUTS FARMERS: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
STABLEWOOD SPRINGS: Hearing on DIP Financing Tomorrow
STAR BUFFET: Sells Real Estate Asset to Repay Wells Fargo

STARWOOD PROPERTY: S&P Assigns 'BB' Issuer Credit Rating
STOCKTON, CA: Assured Guaranty Disputes Chapter 9 Ruling
STOCKTON, CA: Dimond Kaplan Investigates Municipal Bond Losses
SUNSHINE HEART: EY LLP Raises Going Concern Doubt
T-L BRYWOOD: Hearing on Cash Collateral Continues Tomorrow

TEMECULA MINING: Voluntary Chapter 11 Case Summary
THERAPEUTICSMD INC: Rosenberg Rich Raises Going Concern Doubt
THERMOENERGY CORP: Incurs $7.4 Million Net Loss in 2012
THQ INC: Retention Bonuses Attract No Objections
TOLL BROTHERS: S&P Assigns 'BB+' Rating to New $300MM Sr. Notes

TRAINOR GLASS: Committee Wins OK for Protiviti as Advisor
TRAINOR GLASS: May Expand Scope of Cole Martin Employment
TRAVELPORT LLC: S&P Lowers Corporate Credit Rating to 'CC'
TRINITY COAL: Has CRO With Powers Like Trustee
TRIUS THERAPEUTICS: Positive Results From Study of Tedizolid

UBS WILLOW: David R. Chase Law Firm Investigates Potential Claims
UNITED CONTRACTORS: A.M. Best Cuts Finc'l. Strength Rating to 'C-'
UTSTARCOM HOLDINGS: Gets "Going Private" Proposal at $3.20 Apiece
UTSTARCOM HOLDINGS: Shah, et al., Plan to Buy Remaining Shares
VEDANTA RESOURCES: S&P Puts 'BB' CCR on CreditWatch Negative

VERENIUM CORP: Incurs $3.6 Million Net Loss in Fourth Quarter
VERMILLION INC: Robert Goggin Elected Class III Director
VICTORY ENERGY: To Restate Previously Filed Financial Reports
VTE PHILADELPHIA: Riverfront Property Can't Be Foreclosed Yet
W.R. GRACE: Acquires Chemind Construction Products

WEST 380: Can Borrow $1.9MM from Susquehanna Government Products
WEST CORP: To Redeem Outstanding $450MM Senior Notes on April 26
WESTMORELAND COAL: Extends $25 Million Revolver to 2017
XTREME IRON: Core Iron Says Not All Revenue Are Owed to Debtor

* CFP Board Unveils Names of Bankrupt Professionals
* Judge Tosses GuildMaster's Suit Against U.S. Government
* NACBA Applauds Ninth Circuit Ruling on Social Security Benefits
* Consumer Union Urges CFPB to Adopt Private Student Loan Reforms
* AmeriBid Promotes John Pellow to Vice President
* Mint Levin's Bankruptcy, Restructuring Practice Bags M&A Award

* BOND PRICING -- For Week From April 1 to 5, 2013

                            *********

22ND CENTURY: Amends 6.2 Million Shares Resale Prospectus
---------------------------------------------------------
22nd Century Group, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 2 to the Form S-1 registration
statement relating to the resale at various times by Sabby
Volatility Warrant Master Fund, Ltd., and Sabby Healthcare
Volatility Master Fund, Ltd., of up to 6,250,000 shares of common
stock, par value $0.00001 per share, issuable (i) upon conversion
of the Company's Series A-1 Preferred Stock and (ii) upon the
exercise of Series B Warrants.

These shares were privately issued to the selling stockholders in
connection with a private placement transaction.  The Company will
not receive any proceeds from the sale of common stock by the
selling stockholders, but the Company will receive funds from the
exercise of the Series B Warrants, if exercised.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "XXII.OB".  On March 26, 2013, the closing sale
price of the Company's common stock was $0.91 per share.

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

                        http://is.gd/xdP8Ur

                        About 22nd Century

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

22nd Century incurred a net loss of $6.73 million in 2012, as
compared with a net loss of $1.34 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $2.64 million
in total assets, $8.77 million in total liabilities, and a
$6.13 million total shareholders' deficit.

Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that 22nd Century has suffered recurring losses from operations
and as of Dec. 31, 2012, has negative working capital of
$3.3 million and a shareholders' deficit of $6.1 million.
Additional capital will be required during 2013 in order to
satisfy existing current obligations and finance working capital
needs as well as additional losses from operations that are
expected in 2013.


501 GRANT: Court to Consider Adequacy of Disclosures Tomorrow
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will conduct a status hearing on April 9, 2013, at 11:00 a.m., to
consider, among others, the adequacy of the First Amended
Disclosure Statement for 501 Grant Street Partners LLC's
Chapter 11 Plan of Reorganization dated March 15, 2013.

The Debtor's Plan provides that 100% of the equity in the Debtor
will be sold to a special purpose entity to be formed by Clarity
Realty Partners LLC, a third-party investor.  The Investor has
agreed to invest $18.23 million to be used to fund certain
payments under the Plan, as well as a significant amount of
capital expenditures and tenant improvements to significantly
increase the value of the Property and the amount of rental
revenue to be generated by the Property in the short term.  Upon
the confirmation of the Plan, the Debtor's membership interests
will be transferred to the Investor.

Upon funding of the Plan, the Debtor's secured obligation to SA
Challenger, Inc., which is disputed, will be reduced to the
current value of the Property, restructured and repaid over time
at market terms.  The Debtor's unsecured creditors, including SA
Challenger's deficiency claim, will receive each creditor's pro
rata share of $3,150,000 payable in 13 quarterly payments after
the Effective Date of the Plan.

If SA Challenger makes an election to treat its entire claim as
secured pursuant to Section 1111(b) of the Bankruptcy Code, the
repayment term of the restructured note will be extended until
such time as the claim amount (estimated to be approx.
$45 million) is paid.  The funds allocated to unsecured creditors
will then be paid until claims are paid in full and the remainder
will be available for the reorganized Debtor for reserves and
other needs of operation.

A copy of the First Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/501grant.doc146.pdf

                        About 501 Grant

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

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

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

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

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


AFFYMAX INC: Publishes Financials, Cash Is $67 Million
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Affymax Inc., which recalled a kidney dialysis drug in
February, published financial statements for 2012 showing an
operating loss of $92 million on revenue of $94.4 million.  The
operating loss was largely the result of a $45 million inventory
impairment charge stemming from the recall.

The net loss for the year was $93.4 million.  The company had
$67 million in cash at the end of February.  Total liabilities on
the Dec. 31 balance sheet were $109.9 million.

The stock closed at $16.52 just before the recall in February.
The closing price April 4 was $1.17, up 1 cent on the Nasdaq Stock
Market.  The three-year closing high for the stock was $27.46 on
Oct. 17, 2012.

                       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.


AGY ASIA: Seeks Waiver on Working Capital Loan Facility
-------------------------------------------------------
AGY Holding Corp. on April 1 disclosed that as of December 31,
2012, AGY Asia had total liquidity of approximately $3.5 million,
consisting only of unrestricted cash as access to undrawn
borrowing availability under the AGY Asia financing agreements has
terminated.  After several amendments to the term loan
amortization schedule negotiated in 2012 with the lender, AGY Asia
has mandatory repayment obligations of $23.0 million in 2013, of
which $16.9 million is due in April 2013, which the Company will
not be able to satisfy and will create a default under the term
loan facility and a potential acceleration of the $27.4 million of
outstanding debt if the lender does not amend the term loan to
revise the amortization.  The lender also retains the right to
accelerate the loan repayment at any time if no substantial
progress is made towards a refinancing, recapitalization or change
in control of AGY Asia.  In addition, the working capital loan
facility under the AGY Asia financing documents matures in April
2013 and AGY Asia has sought a waiver of compliance with the
covenant requiring a debt-to-assets ratio of no more than 60%,
which was not met at December 31, 2012.  The lender has not
responded yet to AGY Asia's request for waiver.  AGY continues to
explore opportunities to sell AGY Asia and is currently
negotiating with a potential buyers and the lender under the AGY
Asia financing documents regarding the terms of a possible sale
transaction.

As of December 31, 2012, AGY Asia's cash balance and total debt,
net of cash, were $3.5 million and $39.0 million, respectively,
representing a $3.2 million decrease in net debt compared to
December 31, 2011.

The disclosure was made in AGY Holding's earnings release for the
three and twelve months ended December 31, 2012, a copy of which
is available for free at http://is.gd/9dA1Ai

                             About AGY

AGY -- http://www.agy.com-- is a producer of specialty fiberglass
yarns and high-strength fiberglass reinforcements used in a
variety of composites applications.  AGY serves a diverse range of
markets, including the following: aerospace and defense;
electronics; and construction, continuous filament mat and
industrial markets.  Headquartered in Aiken, South Carolina, AGY
has a sales office in Lyon, France and two manufacturing
facilities in the US, located in Aiken, South Carolina and
Huntingdon, Pennsylvania, and a controlling interest in a
manufacturing facility in Shanghai, China.


ALTEGRITY INC: Refinancing Risk Cues Moody's to Cut CFR to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service downgraded all of Altegrity, Inc.'s
ratings two notches, including the Corporate Family Rating which
was lowered to Caa2 from B3. The ratings outlook is stable.

Ratings Rationale:

The downgrade reflects growing refinancing risk for Altegrity's
upcoming debt maturities because of high financial leverage and
ongoing challenges facing the government background investigations
business. More than $1 billion of debt matures in February 2015
and Moody's expects debt / EBITDA to remain well above 7x over the
next 12-18 months.

"Unless revenues and earnings rebound significantly in the near-
term, Altegrity's current capital structure may be unsustainable",
said Moody's analyst Suzanne Wingo. "The downgrade reflects the
elevated risk that Altegrity will need to restructure a portion of
its debt in 2014 through a distressed exchange, which Moody's
views as a default", she added.

Revenue growth and cost reductions in Altegrity's Commercial
businesses have only partly offset weak operating results in the
USIS segment. Lower pricing and a mix shift to more complex cases,
combined with capacity constraints stemming from high employee
attrition, is negatively impacting USIS revenues. Margins have
been further compressed by higher requirements per case and less
experienced investigators. USIS's earnings contribution has been
virtually breakeven the past two quarters and is not expected to
improve significantly until the second half of FY13 as newly hired
investigators become more proficient. Meanwhile, the US
government's sequestration and anticipated defense spending cuts
could negatively impact volumes in FY14, if not before. Moody's
estimates that more than half of USIS's investigations come from
the Department of Defense.

Liquidity is currently viewed as weak because Altegrity will not
likely be in compliance with its leverage covenant at March 31,
2013, absent an amendment that is under consideration by lenders.
The proposed amendment will, among other provisions, loosen
covenant requirements in exchange for a higher interest margin. If
the amendment is secured, near-term liquidity is expected to be
adequate. At December 31, 2012, Altegrity reported a cash balance
of $96 million and Moody's expects free cash flow generation of at
least $20 million over the next four quarters. A portion of the
cash balance is located outside of the US and would likely be
subject to tax penalties if repatriated.

The stable outlook reflects Moody's expectation for modest
consolidated revenue and earnings growth over the next 12-18
months. Debt / EBITDA is expected to exceed 7.5x at the end of
FY13 and remain above 7x in FY14. Altegrity's ratings could be
further downgraded if operating performance does not improve in
the second half of FY13 and the likelihood of a distressed
exchange or other form of default increases. The ratings could be
upgraded if USIS is able to significantly grow revenue and EBITDA
and the Commercial segment continues to expand margins, so that
the ability to sustain the capital structure becomes more likely.

Ratings downgraded (and Loss Given Default Assessments revised):

- Corporate Family Rating, to Caa2 from B3

- Probability of Default Rating, to Caa2-PD from B3-PD

- $75 million senior secured revolver due 11/21/14, to B3 (LGD2,
   27%) from B1 (LGD2, 26%)

- $1,385 (currently $1,039) million senior secured term loans due
   2/21/15, to B3 (LGD2, 27%) from B1 (LGD2, 26%)

- $290 million 10.5% sr unsecured notes due 11/1/15, to Caa3
   (LGD5, 77%) from Caa1 (LGD5, 76%)

- $210 million 12% sr unsecured notes due 11/1/2015, to Caa3
   (LGD5, 77%) from Caa1 (LGD5, 76%)

- $150 million 11.75% sr sub notes due 5/1/16, to Ca (LGD6, 92%)
   from Caa2 (LGD6, 92%)

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.

Altegrity provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and
software for data management; and investigative, analytic,
consulting, due diligence, and security services. Altegrity is
principally owned by investment funds affiliated with Providence
Equity Partners. Annual revenues are approximately $1.5 billion.


AMERICAN AIRLINES: Discloses Settlements With Travelport, Orbitz
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. formally announced the settlements of
antitrust lawsuits the parent of American Airlines Inc. filed in
April 2011 against Travelport LLC, the operator of one of the
country's three major computerized reservation systems, and Orbitz
Worldwide LLC, an online travel agency.

The report recounts that a lawsuit in federal district court in
Texas centered around AMR's "Direct Connect" distribution system,
where customers and travel agents can purchase tickets and other
services directly without using Travelport.   AMR also sued Sabre
Holding Corp., one of the other three main reservations systems.
With bankruptcy court approval, the Sabre suit was settled in
December.

In papers filed April 2 in U.S. Bankruptcy Court in New York, AMR
laid out the settlements with Travelport and Orbitz.  The airline
says it will "remove technical obstacles" to implementation of
AMR's direct-distribution technology.  AMR will continue to
participate in Travelport's distribution system, according to the
papers.  Travelport's system operates under the names Galileo,
Apollo and Worldspan.

The settlement will come to court for approval at a hearing on
April 23.

                      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: 2nd Cir. Takes Appeal on $1.32BB Premium
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether AMR Corp. bondholders are entitled to a
so-called make-whole premium when $1.32 billion in aircraft bonds
are paid off prematurely will be decided on an expedited basis by
the U.S. Court of Appeals in Manhattan.

The report recounts that U.S. Bankruptcy Judge Sean H. Lane ruled
in January that the bonds could be repaid without the make-whole.
The payoff is part of AMR's program to refinance the debt with a
new issue of $1.5 billion in so-called enhanced equipment trust
certificates to be sold at today's lower interest rates.  The
premium would have been required were AMR not in bankruptcy. It
was designed to compensate the lenders for loss of an investment
bearing interest higher than the current market.  Judge Lane
recommended that the appeals court take the appeal directly,
without an intermediate appeal before a district judge.

According to the report, the Second Circuit in Manhattan granted
the request for a direct appeal on April 2, allowing a direct
appeal and calling for an expedited hearing.  The appeals court
was persuaded to take the expedited appeal because the issues
haven't been decided by any other appellate court.  The
bondholders' brief is due April 16, followed by AMR's brief one
week later, and a reply brief from the debt holders one week after
that.

Judge Lane would have given the bondholders a stay pending appeal
if they posted a $100 million bond.  No bond was filed.  The loans
being paid off call for interest at rates between 8.6% and 13%.
AMR, the parent of American Airlines Inc., said the new debt will
bear interest comparable to the 4% to 4.75% rates other major
airlines recently negotiated.

In disallowing the premium, Judge Lane relied in part on a
provision in the bond indenture saying that the payment wouldn't
come due in bankruptcy.  The bondholders unsuccessfully countered
by pointing to an election AMR made after bankruptcy to retain the
aircraft and as a result promised to "perform all obligations"
under the loan documents.

                      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 AXLE: Expects $3.2 billion Full Year Sales in 2013
-----------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., expects full year
sales in 2013 to be approximately $3.25 billion.  This sales
projection is based on the anticipated launch schedule of programs
in AAM's new and incremental business backlog and the assumption
that the U.S. Seasonally Adjusted Annual Rate of sales increases
from approximately 14.4 million vehicle units in 2012 to
approximately 15 million vehicle units in 2013.

AAM expects the labor strike occurring at General Motor's Rayong
factory in Thailand to have an estimated adverse impact on AAM's
first quarter 2013 sales of approximately $15 million.

                         About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

The Company's balance sheet at Dec. 31, 2012, showed $2.86 billion
in total assets, $2.98 billion in total liabilities, and a
$120.8 million total stockholders' deficit.

                           *     *     *

In September 2012, Moody's Investors Service affirmed the 'B1'
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.

American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.  "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.


AMERICAN PETRO-HUNTER: Has $5MM Purchase Pact with Magna Group
--------------------------------------------------------------
American Petro-Hunter, Inc., has entered into a common stock
purchase agreement for a $5 million Equity Enhancement Program
with Magna Group, headquartered in New York, NY.  The program will
enable American Petro-Hunter to access additional funds towards
the Company's operation and drilling programs in Oklahoma.

The Equity Enhancement Program allows, but does not obligate, the
Company to issue and sell up to $5 million of shares of common
stock to the Investor from time to time over the 24-month period
following the effectiveness of a registration statement the
Company has agreed to file with the Securities and Exchange
Commission to register the resale of the stock by the Investor.

The Company may, in accordance with the procedures outlined in the
agreement, notify the Investor the exact dollar amount that the
Company intends to sell to the Investor, subject to a maximum
amount equal to 300% of the average daily trading volume of the
Company's common stock for the ten trading days immediately prior
to the date of the request, and the Investor is contractually
obliged to purchase the shares at a purchase price equal to 90% of
the arithmetic average of the daily volume weighted average price
of the common stock over a certain number of trading days in the
applicable pricing period.

American Petro-Hunter intends to file a registration statement
with the Securities and Exchange Commission to register the resale
of the stock by the Investor by April 22, 2013.  In addition, the
Company has issued shares of our common stock to the Investor as
an initial commitment fee for entering into the Purchase
Agreement.  The effectiveness of this registration statement is a
condition precedent to the Company's ability to sell common stock
to the Investor under the Equity Enhancement Program.

Robert McIntosh, the chief executive officer of the Company
states, "This closing provides the Company up to $5,000,000 in
additional capital which will augment our existing financing
arrangement when we require operational and drilling funds to be
used in the Company's development of the Mississippi Lime and
Woodford shale plays in Payne and Lincoln Counties, Oklahoma.  We
can now plan more effectively as to when and where we will be
drilling our first horizontal well under the 2013 development
plan."  Joshua Sason, the chief executive officer of Magna Group
notes, "We are excited and enthusiastic about launching our
relationship with American Petro-Hunter and are confident that our
long-term commitment will help bolster operations and drilling
activity.  In the oil and gas space, it's of utmost importance to
invest in solid management, and we believe strongly in Mr.
McIntosh's ability to execute American Petro-Hunter's business
plan."

Additional information can be obtained at http://is.gd/ZqN3D3

A copy of the Stock Purchase Agreement is available at:

                        http://is.gd/owCkUu

                    About American Petro-Hunter

Wichita, Kansas-based American Petro-Hunter, Inc., is an oil and
natural gas exploration and production (E&P) company with current
projects in Payne and Lincoln Counties in Oklahoma.

                           *     *     *

As reported in the TCR on April 4, 2012, Weaver Martin & Samyn,
LLC, in Kansas City, Missouri, expressed substantial doubt about
American Petro-Hunter's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses from operations and is dependent upon
the continued sale of its securities or obtaining debt financing
for funds to meet its cash requirements.

The Company's balance sheet at Sept. 30, 2012, showed $2.0 million
in total assets, $2.4 million in total liabilities, and a
stockholders' deficit of $425,433.


AMERICAN SUZUKI: Closes Sale of Operating Assets to Suzuki Motor
----------------------------------------------------------------
PE Creditor Trust on April 1 disclosed that on March 31, 2013,
American Suzuki Motor Corporation closed the sale of its operating
assets to Suzuki Motor of America, Inc., 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.

ASMC's Chapter 11 Plan was confirmed by Bankruptcy Judge Scott C.
Clarkson of the U.S. Bankruptcy Court for the Central District of
California in Santa Ana on February 28, 2013.  The Chapter 11 Plan
became effective on March 31, 2013, when ASMC 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.

With the dissolution of ASMC, M. Freddie Reiss' role as Chief
Restructuring Officer for ASMC ended March 31, 2013.  On April 1,
2013, Mr. Reiss became the Trustee of the PE Creditor Trust, and
will continue to oversee the reconciliation of outstanding claims
and the liquidation of non-core property that was not sold through
ASMC's Chapter 11 Plan.

                           About Suzuki

Suzuki Motor of America, Inc. -- http://www.suzuki.com-- will be
marketing Motorcycles, ATVs, Scooters, Outboard Engines and
Automotive Parts and provide Automotive Services via an extensive
dealer network throughout 49 states.

                      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.


AMPAL-AMERICAN: Common Stock Delisted From NASDAQ
-------------------------------------------------
The NASDAQ Stock Market LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from listing or
registration the common stock of Ampal-American Israel Corp.

                        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.


API TECHNOLOGIES: Stockholders Elect Five Directors to Board
------------------------------------------------------------
At its annual meeting of stockholders held on March 22, 2013, API
Technologies Corp.'s stockholders elected Matthew E. Avril, Kenton
W. Fiske, Brian R. Kahn, Melvin L. Keating, and Kenneth J. Krieg
to the Board of Directors.  The approval of the appointment of
Ernst & Young LLP as the Company's independent registered public
accounting firm for the fiscal year ended Nov. 30, 2013, was
ratified.  The stockholders approved, on an advisory basis, the
Company's executive compensation and approved, on an advisory
basis, the holding future advisory votes on the Company's
executive compensation every year.

                    About API Technologies Corp.

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at www.apitech.com.

For the 12 months ended Nov. 30, 2012, the Company reported a net
loss of $148.70 million, as compared with a net loss of $17.32
million during the prior year.

The Company's balance sheet at Nov. 30, 2012, showed
$396.29 million in total assets, $231.74 million in total
liabilities, $25.58 million in preferred stock, and
$138.97 million in shareholders' equity.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies Corp. to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


APPLIANCE RECYCLING: PNC Bank Extends Credit Agreement
------------------------------------------------------
Appliance Recycling Centers of America, Inc. on April 1 disclosed
that the Company has entered into a two-year extension of its
credit agreement with PNC Bank, National Association, which
includes a senior secured revolving line of credit and term loan.
The extension of the credit agreement, which was signed on March
14, 2013, extends the agreement to January 24, 2016.

Under terms of the extension, ARCA may borrow an aggregate
principal amount of up to $15 million under the revolving line of
credit, the same amount allowed under the original three-year
credit agreement signed on January 24, 2011.  The Company intends
to use the revolving line of credit for ongoing working capital
needs and general corporate purposes.

The extension of the credit agreement waived the Company's prior
events of default related to the minimum fixed charge coverage
ratio and the limitation on loans to affiliates and also reset the
financial covenants.

Edward R. (Jack) Cameron, president and chief executive officer,
commented, "We appreciate the confidence that PNC Bank has shown
in ARCA by extending its credit agreement for an additional two
years.  The $15 million revolving line of credit, combined with
the decisive steps we are taking in 2013 to improve our
operational execution and profitability, better positions us to
capitalize on future growth opportunities."

                             About ARCA

ARCA is a provider of appliance retailing and recycling services.
Nineteen company-owned stores under the name ApplianceSmart,
Inc.(R) sell new appliances directly to consumers and provide
affordable ENERGY STAR(R) options for energy efficiency appliance
replacement programs.


ASPEN GROUP: Has Combined Prospectus of 23.5-Mil. Common Shares
---------------------------------------------------------------
Aspen Group, Inc., filed with the U.S. Securities and Exchange
Commission amendment no. 1 to the Form S-1 registration statement
relating to the sale of up to 23,546,397 shares of the Company
common stock which may be offered by Sophrosyne Capital, LLC,
Whalehaven Capital Fund Ltd., Whalehaven Capital Fund Ltd., et al.

Aspen Group previously filed a Registration Statement on Form S-1
(File No. 333-184226) with the SEC on Nov. 21, 2012, which was
declared effective on Nov. 28, 2012.  The Prior Registration
Statement registered 20,482,108 shares of common stock for resale
by selling shareholders.

Aspen Group also previously filed a Registration Statement on Form
S-1 (Filed No. 333-186576) with the SEC on Feb. 11, 2013, which
was not declared effective, or the February Registration
Statement.  The February Registration Statement was filed to
register 3,064,289 shares of the Company's common stock for resale
by the selling shareholders.

Pursuant to Rule 429 under the Securities Act of 1933, the
prospectus included in this registration statement is a combined
prospectus.  Accordingly, this Registration Statement, which is a
new registration statement, constitutes a Post-Effective Amendment
to the Prior Registration Statement and a Pre-Effective
Registration Statement to the February Registration Statement.

The Company will not receive any proceeds from the sales of shares
of its common stock.

The Company's common stock trades on the Over-the-Counter Bulletin
Board under the symbol "ASPU".  As of the last trading day before
the date of this prospectus, the closing price of the Company's
common stock was $0.50 per share.

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

                        http://is.gd/vsNpaO

                        About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88% of the Company's degree-
seeking students (as of June 30, 2012) were enrolled in graduate
degree programs (Master or Doctorate degree program).  Since 1993,
the Company has been nationally accredited by the Distance
Education and Training Council, a national accrediting agency
recognized by the U.S. Department of Education.

Aspen Group incurred a net loss of $6.01 million in 2012, as
compared with a net loss of $2.13 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $3.49 million in total
assets, $2.69 million in total liabilities and $801,755
in total stockholders' equity.

Salberg & Company, P.A., in Boca Raton, Florida, 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 a net loss allocable to common stockholders
and net cash used in operating activities in 2012 of $6,048,113
and $4,403,361, respectively, and has an accumulated deficit of
$11,337,104 as of December 31, 2012.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


ATHILON CAPITAL: S&P Affirms 'B' Rating on Sr. Subordinated Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised the issuer credit rating
(ICR) on Athilon Capital Corp./Athilon Asset Acceptance Corp.
(Athilon) to 'BBB+' from 'BB+'.  At the same time, S&P affirmed
its ratings on the senior subordinated, subordinated, and junior
subordinated notes.  S&P's outlook on Athilon is stable.

Athilon is a credit derivative product company (CDPC) that has
sold credit protections on tranches primarily referencing
corporate entities in the form of credit default swaps.
Approximately 99.9% of the reference entities is corporate and the
rest is sovereign.

The higher ICR primarily reflects S&P's view regarding the
seasoning credit of Athilon's tranche CDS portfolio.  Athilon has
not entered into new CDS transactions since 2008, and its CDS
portfolio has been in natural amortization.  As of March 20, 2013,
the underlying portfolio comprised 49 tranche CDS with a
$26.4 billion total notional amount.  The tranche CDS' weighted-
average remaining maturity was approximately 1.25 year, and the
portfolio's last maturity is June 20, 2016.  The tranche CDS
portfolio's natural amortization, the early termination of several
tranche CDS, and the underlying referenced corporate entities'
stabilizing credit performance have contributed to a significantly
reduced required capital amount and, in S&P's view, have provided
a greater capital cushion against projected losses.

The affirmations on the senior subordinated, subordinated, and
junior subordinated notes reflect S&P's view that the credit
enhancement for the notes is still consistent with the notes'
respective rating levels.  All the three tranches of notes are
deferrable interest notes.

Since 2011, Athilon has invested its excess capital in other
investments.  According to the operating guidelines, the haircut
to these other investments is 100%.  Therefore S&P gave no credit
to these other investments in its rating analysis on ICR and
notes.  There was a $20 million capital gain from the other
investments since S&P's last review in 2012.

Standard & Poor's will continue to review whether, in its view,
the ratings currently assigned to Athilon remain consistent with
the credit enhancement available to support them and will take
rating actions as it deems necessary.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATING RAISED

Athilon Capital Corp./Athilon Asset Acceptance Corp.

Issue                         Rating        Rating
                              To            From
Issuer credit rating          BBB+/Stable   BB+/Stable

RATINGS AFFIRMED

Athilon Capital Corp.

Issue                               Rating
Senior subordinated note issues     B
Subordinated note issues            CCC-
Junior subordinated note issues     CC


ATLANTIC COAST: Directors Oppose Plan Merger with Bond Street
-------------------------------------------------------------
Jay S. Sidhu and Bhanu Choudhrie delivered a notice to the
Secretary of Atlantic Coast Financial Corporation in accordance
with the Company's bylaws nominating three persons for election to
the Board of Directors of the Company at the 2013 Annual Meeting
of Stockholders.  In connection with the Director Nomination
Notice, the nominees, John J. Dolan, Kevin G. Champagne and Dave
Bhasin provided affidavits to the Company indicating, among other
things, the Nominees' willingness to serve as directors of the
Company if elected at the Annual Meeting.

In a Form 8-K filed on Feb. 26, 2013, the Company publicly
announced that it and its savings bank subsidiary, Atlantic Coast
Bank, entered into an Agreement and Plan of Merger with Bond
Street Holdings, Inc., and its bank subsidiary, Florida Community
Bank, N.A.  Pursuant to the Merger Agreement, the Company will be
merged with and into Bond Street and the Bank will then merge with
and into Florida Community Bank.  The publicly announced terms of
the Merger included a guaranteed payment of $3.00 per share in
cash to the Company's stockholders at the closing of the
transaction plus an additional $2.00 per share to be held in an
escrow to indemnify the Company, Bond Street and others for losses
from Company stockholder claims, whether related to the
transactions contemplated by the Merger Agreement or otherwise.
The escrow reportedly will continue for one year following the
closing of the Merger or until the final resolution of any such
stockholder claims, if later, with any remaining proceeds of the
escrow distributed to stockholders.  Additional details of the
holdback arrangement and escrow were not provided in the Form 8-K,
nor was the form of escrow agreement provided with the exhibits
filed along with the Form 8-K; the only other information
regarding the holdback and escrow is included in a "Summary Terms
of Escrow Agreement" attached to the Merger Agreement.

The Form 8-K outlined certain other matters relating to the Merger
and Merger Agreement, noting that the Merger Agreement and the
transactions contemplated thereby are subject to the approval of
the Company's stockholders, regulatory approvals and other
customary closing conditions and that closing of the Merger is
expected to occur by the end of the second quarter of 2013.  The
Form 8-K also noted the restrictions on the Company's ability to
solicit proposals relating to alternative transaction and enter
into discussions or agreements concerning, or provide confidential
information in connection with, any proposals for alternative
transactions.  In addition, the Form 8-K summarized the
circumstances in which the Company would be obligated to pay Bond
Street a $650,000 termination fee if the Merger does not go
forward.

On March 26, 2013, Messrs. Sidhu and Choudhrie delivered a letter
to the Board of Directors indicating that they intend to vote the
shares they own of the Company against the Merger when it is
brought to a stockholder vote.  In the Letter, Messrs. Sidhu and
Choudhrie also describe their concerns regarding the Merger, the
fairness of the consideration being offered to the Company's
stockholders, the process undertaken by the Board of Directors in
considering and approving the Merger and Merger Agreement and
related matters.  In addition, Messrs. Sidhu and Choudhrie
expressed their belief that a recapitalized Company would provide
better value to the Company's stockholders than the Merger and
that the changes in the Board of Directors and implementation of
other initiatives that have been proposed over the past year would
provide the Company's stockholders with much better options in the
future, either through a sale on better terms than the Merger or
by operating the Company as an independent public company.

Messrs. Sidhu and Choudhrie, who also serve as directors of the
Company, purchased the shares of Common Stock of the Company based
on their belief that the shares represented an attractive
investment opportunity.  They submitted the Director Nomination
Notice because of their concerns with the direction of the Company
under the stewardship of the current Board of Directors and the
Company's current Chief Executive Officer, and submitted the
Letter because of their belief that the Merger is not in the best
interest of stockholders, the financial terms of the Merger are
unfair and the process undertaken by the Board of Directors in
considering and approving the Merger and Merger Agreement was
lacking.  Messrs. Sidhu and Choudhrie believe that the Board of
Directors has consistently failed to act to mitigate or
significantly reduce the risks facing the Issuer and follow
prudent safety and sound banking practices, in spite of several
plans put forward by certain directors.  With respect to the
Company's management, they believe that a change in the Board of
Directors is necessary and that each of the Nominees possesses the
energy, commitment and skill set necessary to ensure that the
Company evaluates, with an open mind and a keen sense of urgency,
all alternative strategies to determine the best path forward to
maximize value for all shareholders of the Company.  In the event
the Board of Directors fails to nominate the Nominees for election
at the 2013 Annual Meeting, the Reporting Persons may take
additional action to cause the election of the Nominees, including
voting their shares in favor of the Nominees and potentially
soliciting proxies for the Nominees' election.  With respect to
the Merger, they believe that other alternatives are a better
option for the stockholders than the proposed Merger with Bond
Street, that their proposals for recapitalizing the Company should
be fully considered and pursued by the Board, and in the event
that the Board submits the Merger and Merger Agreement to a
stockholder vote, the Reporting Persons intend to vote against the
proposal and will consider taking additional action with respect
to the Merger, possibly including soliciting proxies from other
stockholders to vote against the proposal.

Jay S. Sidhu, Bhanu Choudhrie, et al., beneficially own 120,000
shares of common stock of Atlantic Coast Financial Corporation
representing 4.56% of the shares outstanding as of Feb. 13, 2013.

A copy of the regulatory filing is available for free at:

                         http://is.gd/R57IAB

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $6.66 million on $33.50 million of interest income, as compared
with a net loss of $10.28 million on $38.28 million of interest
income during the prior year.

                      Consent Order With OCC

On Aug. 10, 2012, the Company's Board of Directors of the Bank
agreed to a Consent order (the Agreement) with its primary
regulator, the OCC.  Among other things the Agreement provides
that by Dec. 31, 2012, the Bank must achieve and maintain total
risk based capital of 13.00% of risk weighted assets and Tier 1
capital of 9.00% of adjusted total assets.  As a result of
entering into the Agreement to achieve and maintain specific
capital levels, the Bank's capital classification under the Prompt
Corrective Action (PCA) rules has been lowered to adequately
capitalized, notwithstanding actual capital levels that otherwise
would be deemed well capitalized under such rules.

The Bank has satisfied all requirements under the Agreement to
date.  The Bank applied for and received OCC approval for an
extension to Dec. 8, 2012, to file its Strategic Plan and Capital
Plan.


AVANTAIR INC: Issues Additional $900,000 Convertible Notes
----------------------------------------------------------
As previously reported on Avantair Inc.'s current report on Form
8-K filed with the Securities and Exchange Commission on Dec. 6,
2012, on Nov. 30, 2012, the Company entered into a Note and
Warrant Purchase Agreement providing for the issuance of an
aggregate of up to $10 million in principal amount of senior
secured convertible promissory notes and warrants to purchase up
to an aggregate of 40,000,000 shares of common stock at an initial
and additional closings.

At the initial closing, which occurred on Nov. 30, 2012, the
Company issued to certain members of the Company's Board of
Directors and their affiliates Notes in an aggregate principal
amount of $2.8 million and Warrants to purchase an aggregate of
11,200,000 shares.  Furthermore, as previously reported on the
Company's Current Report on Form 8-K's filed with the SEC on
Feb. 7, 2013, and March 6, 2013, the Company issued to a total of
eleven accredited investors Notes in an aggregate principal amount
of $1,987,500 and Warrants to purchase an aggregate of 7,950,000
shares.  At an additional closing on March 20, 2013, the Company
issued to an accredited investor Notes in an aggregate principal
amount of $900,000 and Warrants to purchase an aggregate of
3,600,000 shares of common stock.

The Notes bear interest at an initial rate of 2.0% per annum,
which will increase to 12.0% per annum if the Company is
unsuccessful in obtaining stockholder approval by March 31, 2013,
to increase the Company's authorized shares of common stock so
that a sufficient number of shares are reserved for the conversion
of the Notes.  Holders of the Notes may, at their option, elect to
convert all outstanding principal and accrued but unpaid interest
on the Notes into shares of common stock at a conversion price of
$0.25 per share, but may convert only a portion of those Notes if
an inadequate number of authorized shares of common stock is
available to effect that optional conversion.  Holders of the
Notes are entitled to certain anti-dilution protections.  The
Company may prepay the Notes on or after the Nov. 28, 2014.  The
Notes have a maturity date of Nov. 28, 2015, unless the Notes are
earlier converted or an event of default or liquidation event
occurs.  An "event of default" occurs, in certain cases following
a cure period or declaration by the holders of the Notes, if: the
Company's fails to pay any principal or interest when due under
the Note; the Company materially breaches any covenant,
representation or warranty under the Financing documents; certain
bankruptcy related events occur; the Company admits in writing
that it is generally unable to pay its debts as they become due;
or the Company ceases the operation of its business without the
consent of holders of the Notes.  Upon an event of default, in
such case following any applicable cure period or applicable
declaration by the Holders, or liquidation event, the Notes will
become due and payable.

The Warrants are exercisable at an exercise price of $0.50 per
share, which exercise price is subject to certain anti-dilution
protections, but the Warrants may not be exercised unless a
sufficient number of authorized shares of common stock are
available for the exercise of the Warrants.  The Warrants expire
on Nov. 30, 2017.

As previously reported, the Company entered into a Security
Agreement dated Nov. 30, 2012, to secure its senior secured
convertible promissory notes issued in the Financing.  The Notes
issued on Feb. 1, 2013, will be secured under the Security
Agreement by a first priority security interest in substantially
all of the assets of the Company that are not otherwise encumbered
and excluding all aircraft, fractional ownership interests in
aircraft, restricted cash, deposits on aircraft and flight hour
cards.  As previously reported, the Company also entered into a
Registration Rights Agreement dated Nov. 30, 2012, pursuant to
which the Company has agreed to register under the Securities Act
of 1933, as amended, the shares of common stock issuable upon
conversion of the Notes.

                         President Resigns

Effective March 21, 2013, the President of the Company, Stephen M.
Wagman, resigned his position to pursue other opportunities.  Mr.
Wagman will remain with the Company in order to transition his
previous responsibilities through April 14, 2013.

Upon Mr. Wagman's departure from the Company, David Haslett, will
be appointed President and assume Mr. Wagman's responsibilities.
Mr. Haslett has been serving as the Company's Chief Operating
Officer since January 2013 and will continue in this role while
also assuming the role as President of the Company.  Prior to
joining the Company, Mr. Haslett was previously Managing Director
of Sportech Racing since May 2000 and was responsible for leading
its sales, operations, research and development, engineering and
purchasing activities.  Before joining Sportech Racing, Mr.
Haslett was Managing Director, Racecourse Division of the
Horserace Totalisator Board in the United Kingdom from 1996 to
2000.

                         About Avantair Inc.

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

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

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


AXION INTERNATIONAL: Presented at 25th Annual ROTH Conference
-------------------------------------------------------------
Axion International Holdings, Inc., presented to potential
investors at the 25th Annual ROTH Conference.  Axion discussed
about, among other things, Company overview, global infrastructure
construction market, investment highlights, Axion customers, and
sales pipeline.  A copy of the investor presentation is available
at http://is.gd/Cg6QuF

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$6.97 million in total assets, $8.10 million in total liabilities,
$5.86 million in 10% convertible preferred stock, and a
$6.99 million total stockholders' deficit.


BEACON ENTERPRISE: Plans to Acquire Optos Capital
-------------------------------------------------
Beacon Enterprise Solutions Group, Inc., entered into a Letter of
Intent to in connection with a proposed merger transaction
involving Optos Capital Partners, LLC, wholly owned by Focus
Venture Partners, Inc.

At the time of closing of the Merger or within an agreed period of
time thereafter, and in sole consideration for 100% of the
membership interests of Optos, Beacon will issue to the members of
Optos an agreed-upon number of shares of common stock or a newly-
created series of Preferred Stock that converts into common stock
following the Effective Date.  Upon consummation of the Merger,
Beacon will own 100% of Optos.

The Letter of Intent is non-binding and the closing of the merger
transaction is subject to execution of a definitive merger
agreement and the satisfaction of various conditions precedent.
As a result, there can be no assurance that the merger transaction
will be consummated.

A copy of the Letter of Intent is available for free at:

                        http://is.gd/dLu3eg

                      About Beacon Enterprise

Beacon Enterprise Solutions Group, Inc., headquartered in
Louisville, Ky., provides international telecommunications and
information technology systems (ITS) infrastructure services,
encompassing a comprehensive suite of consulting, design,
installation, and infrastructure management offerings.  Beacon's
portfolio of infrastructure services spans all professional and
construction requirements for design, build and management of
telecommunications, network and technology systems infrastructure.
Professional services offered include consulting, engineering,
program management, project management, construction services and
infrastructure management services.  Beacon offers these services
under either a comprehensive contract option or unbundled to the
Company's global and regional clients.

The Company's balance sheet at June 30, 2012, showed $7.3 million
in total assets, $8.8 million in total liabilities, and a
stockholders' deficit of $1.5 million.

For the nine months ended June 30, 2012, the Company generated a
net loss of $5.9 million, which included a non-cash impairment of
intangible assets of $2.1 million and other non-cash expenses
aggregating $1.9 million.  Cash used in operations amounted to
$1.0 million for the nine months ended June 30, 2012.  As of June
30, 2012, the Company's accumulated deficit amounted to $42.6
million, with cash and cash equivalents of $75,000 and a working
capital deficit of $4.9 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended June 30, 2012.


BERRY PLASTICS: Stockholders Elect Three Directors to Board
-----------------------------------------------------------
At its 2013 annual meeting of stockholders held on March 20, 2013,
Berry Plastics Group, Inc.'s stockholders elected Donald C.
Graham, David B. Heller and Carl J. "Rick" Rickertsen to the
Company's Board of Directors each for a term of three years.  The
stockholders approved on an advisory, non-binding basis, the
Company's executive compensation and approved on an advisory, non-
binding basis, the holding of the advisory vote on executive
compensation every three years.  In addition, the Company's
stockholders ratified the selection of Ernst & Young LLP as
Berry's independent registered public accountants for the fiscal
year ending Sept. 28, 2013.

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at Dec. 29, 2012, showed $5.05 billion
in total assets, $5.36 billion in total liabilities and a $313
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BILL JOHNSON: PBGC Takes Over Eatery's Underfunded Pension Plan
---------------------------------------------------------------
The Pension Benefit Guaranty Corp. will pay retirement benefits
for more than 200 current and future retirees of Bill Johnson's
Restaurants Inc.  The eatery has five locations throughout
Arizona.

The agency is stepping in because the pension plan doesn't have
enough money to pay benefits when due.  Also, Bill Johnson's is
attempting to reorganize in bankruptcy proceedings and will likely
abandon the plan when the case concludes leaving no one to
administer benefits.

The restaurant chain operates under the Bill Johnson's Big Apple
brand, and its retirement plan, the Defined Benefit Plan of Bill
Johnson's Restaurants Inc., will end as of April 4, 2013.

PBGC will pay all pension benefits earned by the company's
retirees up to the legal limit of about $57,500 a year for a 65-
year-old.

According to PBGC estimates, the plan is 39% funded with $3.9
million in assets to pay $10.5 million in benefits. The agency
expects to cover $6.1 million of the $6.5 million shortfall.

Until PBGC becomes trustee, the plan remains under the control of
Bill Johnson's.  Plan participants will be notified by letter when
the agency takes responsibility. At that time, retirees will
continue to get benefits without interruption, and future retirees
can apply for benefits when eligible.

Participants with questions about their pension benefits should
contact the plan administrator. PBGC won't be able to address
concerns about benefits until it takes responsibility for the
plan.

The restaurant chain was founded by the husband and wife team of
Bill and Gene Johnson in 1956. The business grew with locations
throughout Arizona in Phoenix, Mesa, and Avondale. The restaurant
serves Western-style fare with menu items featuring barbecue and
comfort food.

Phoenix, Arizona-based Bill Johnson's Restaurants, Inc., doing
business as Bill Johnson's Big Apple Restaurants, filed a Chapter
11 petition (Bankr. D. Ariz. Case No. 11-22441) on Aug. 4, 2011.
Shelton L. Freeman, Esq., at Deconcini Mcdonald Yetwin & Lacy PC,
in Scottsdale, Arizona, serves as counsel to the Debtor.  The
Debtor estimated assets and debts of $1 million to $10 million.


BIOFUEL ENERGY: Taps Piper Jaffray for Possible Plant Sale
----------------------------------------------------------
Biofuel Energy Corp. has engaged Piper Jaffray & Co to act as its
financial adviser to assist the Company in exploring certain
strategic alternatives, including a potential sale of one or both
of its plants.

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

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

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

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

                        About Biofuel Energy

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

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

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

                         Bankruptcy Warning

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

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

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


BONANZA CREEK: S&P Assigns 'B' CCR & Rates $250MM Notes 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Denver, Colo.-based Bonanza Creek
Energy Inc.  The outlook is stable.

At the same time, S&P assigned its 'B-' (one notch lower than the
corporate credit rating) issue rating to Bonanza's proposed
$250 million senior unsecured notes due 2021.  The recovery rating
on these notes is '5', indicating S&P's expectation of modest (10%
to 30%) recovery for unsecured note holders in the event of a
payment default.

S&P expects proceeds from the offering to be used to repay
outstanding borrowings on the company's credit facility and for
general corporate purposes.

"The ratings on Bonanza Creek Energy Inc. (Bonanza) reflect our
assessment of the company's 'vulnerable' business risk,
'aggressive' financial risk profile, and 'adequate' liquidity,"
said Standard & Poor's credit analyst Susan Ding.  "These
assessments reflect Bonanza's small asset base and production
levels, lack of geographical diversification, aggressive growth
strategy, limited operating track record, spending levels in
excess of projected operating cash flows, and its participation in
the highly cyclical and capital intensive oil and gas industry."
The ratings also reflect the company's significant exposure to
favorable crude oil prices, low cost structure, growth potential,
high operatorship of its properties, and solid financial measures.

The stable outlook reflects S&P's expectation that Bonanza will
maintain above-average financial metrics and adequate liquidity.
In addition, the stable outlook assumes success in its Wattenburg
development program.

S&P could lower the rating if debt leverage exceeds 5x or if the
company faces liquidity constraints.  S&P expects this would most
likely occur if capital spending materially outpaces its
expectations with a significant shortfall in expected production
levels, and oil prices fall significantly to about $60 for an
extended period of time.

Although unlikely in the near term, S&P' could consider an upgrade
if Bonanza can execute its strategy such that proved reserves
increase to above 110 MMBoe (while maintaining 40% proved
developed and crude oil weighting), proved developed reserve life
remains in line with peers, and debt leverage remains below 4x.
The most likely scenario for this to occur would include continued
strong crude oil prices, over $85 per barrel, and successful
horizontal development of its Wattenburg reserves.


CALIFORNIA RURAL: S&P Lowers Rating on Sr. & Sub. Bonds to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'CC' from
'B' on California Rural Home Mortgage Finance Authority Homebuyer
Fund's senior and subordinate bonds, series 2006 FH-1.  The
outlook is negative.

"The rating reflects our view of the deterioration in the
collateral support based on the poor performance of the loans,
continued decline in the asset-to-liability parity on the bonds,
small size of the loan pool, and exhaustion of loan support from
the mortgage insurance from Radian Guaranty Inc.," said Standard &
Poor's credit analyst Aulii Limtiaco.

While the presence of a fully funded debt service reserve fund may
allow the trustee to continue paying debt service for
approximately one year or even longer, S&P believes that default
is still a virtual certainty even under the most optimistic
collateral performance scenario.  In S&P's opinion, a significant
recovery in the asset base and loan performance is improbable and
therefore it is unlikely S&P would take a positive rating action.


CASCADE BANCORP: Returns to Profitability in 2012
-------------------------------------------------
Cascade Bancorp reported net income of $1.3 million or $0.03 per
share for the quarter ended Dec. 31, 2012, and net income of $6
million or $0.13 per share for the full year 2012.

"We are pleased to announce that 2012 was a year of consecutive
quarterly profitability, as well as full year profitability.  2012
was a year of transition and achievement of priorities as our
bankers focused efforts on delivering consumer, mortgage, and
business loan and deposits services.  We also focused on
continuing to improve our asset quality.  Our progress was
underscored with the removal of the Regulatory Order on March 7,
2013," said Terry Zink, president and chief executive officer.
Zink continued, "As a Northwest community bank with over $1
billion in assets, we are proud of our long-standing history of
quality service and commitment to our communities.  We believe
that our accomplishments in 2012 laid the foundation for continued
growth, as we look forward to serving our communities and
delivering the advantages of local banking in 2013."

The return to profitability in 2012 is mainly attributable to
significantly reduced credit costs, including a substantially
lower loan loss provision and reduced cost incurred in disposition
of OREO for 2012 as compared to 2011.  The Company recorded a $1.1
million loan loss provision in 2012, significantly less than the
$75 million loan loss provision made in 2011.  2012 OREO related
expenses declined by $16.2 million compared to the prior year.
2012 also benefited from revitalized residential mortgage
originations which contributed to an increase in mortgage banking
income $3.8 million above the 2011 level.

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

                       http://is.gd/TC7NH5

On March 21, 2013, Judith A. Johansen, who serves on the Board of
Directors of Cascade Bancorp and the Board of Directors of its
wholly owned subsidiary Bank of the Cascades, gave notice that she
will resign from the Board of Directors of the Company and the
Bank effective March 25, 2013.  Ms. Johansen's decision is not due
to a disagreement with Bancorp or the Bank on any matter relating
to Bancorp's or the Bank's operations, policies or practices.

                      About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

Cascade Bancorp reported net income of $5.95 million in 2012, as
compared with a net loss of $47.27 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $1.30 billion in total
assets, $1.16 billion in total liabilities and $140.77 million in
total stockholders' equity.

As reported by the TCR on March 14, 2013, the Bank of the
Cascades's regulators have terminated the cease-and-desist order
put in place in August of 2009.  The Federal Deposit Insurance
Corporation and the Oregon Division of Finance and Corporate
Securities are the Bank's primary regulators.  In connection with
the termination of the Order, the Bank has entered into a
memorandum of understanding with its regulators.


CATASYS INC: Inks Contract to Provide OnTrak Program to Members
---------------------------------------------------------------
Catasys, Inc., entered into a contract with a national health plan
to provide Catasys's OnTrak Program to the health plan's eligible
members, starting in New Jersey.  This contract has the potential
to be the largest contract by number of covered lives that the
Company has entered into to date.

                        About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

In its auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Rose, Snyder & Jacobs
LLP, in Encino, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and negative cash flows from operations during the year
ended Dec. 31, 2011.

The Company reported a net loss of $8.12 million in 2011, compared
with a net loss of $19.99 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $3.67 million in total assets,
$11.88 million in total liabilities and a $8.21 million total
stockholders' deficit.

                         Bankruptcy Warning

As of Nov. 14, 2012, the Company had a balance of approximately
$657,000 cash on hand.  The Company had working capital deficit of
approximately $2.2 million at Sept. 30, 2012.  The Company has
incurred significant net losses and negative operating cash flows
since its inception.  The Company could continue to incur negative
cash flows and net losses for the next twelve months.  The
Company's current cash burn rate is approximately $450,000 per
month, excluding non-current accrued liability payments.  The
Company expects its current cash resources to cover expenses into
December 2012, however delays in cash collections, fees, or
unforeseen expenditures, could impact this estimate.  The Company
will need to immediately obtain additional capital and there is no
assurance that additional capital can be raised in an amount which
is sufficient for the Company or on terms favorable to its
stockholders, if at all.

"If we do not immediately obtain additional capital, there is a
significant doubt as to whether we can continue to operate as a
going concern and we will need to curtail or cease operations or
seek bankruptcy relief.  If we discontinue operations, we may not
have sufficient funds to pay any amounts to stockholders."


CENTRAL ENERGY: Unit Borrows $2.5 Million From Hopewell
-------------------------------------------------------
Regional Enterprises, Inc., a wholly-owned subsidiary of the
Central Energy Partners LP, on March 20, 2013, entered into a Term
Loan and Security Agreement with Hopewell Investment Partners,
LLC, pursuant to which Hopewell will loan Regional of up to
$2,500,000, of which $1,998,000 was advanced to Regional on that
date.  William M. Comegys III, a member of the Board of Directors
of the General Partner, is a member of Hopewell.  As a result of
this affiliation, the terms of the Hopewell Loan were reviewed by
the Conflicts Committee of the Board of Directors of the General
Partner.  The committee determined that the Hopewell Loan was on
terms better than could be obtained from a third-party lender.

In connection with the Hopewell Loan, Regional issued Hopewell a
promissory note and granted Hopewell a security interest in all of
Regional's assets, including a first lien mortgage on the real
property owned by Regional and an assignment of rents and leases
and fixtures on the remaining assets of Regional.  In connection
with the Hopewell Loan, Central Energy delivered to Hopewell a
pledge of the outstanding capital stock of Regional, and the
Central Energy entered into an unlimited guaranty for the benefit
of Hopewell.  In addition, Regional and Central Energy entered
into an Environmental Certificate with Hopewell representing as to
the environmental condition of the property owned by Regional,
agreeing to clean up or remediate any hazardous substances from
the property, and agreeing, jointly and severally, to indemnify
Hopewell from and against any claims whatsoever related to any
hazardous substance on, in or impacting the property of Regional.

The principal purpose of the Hopewell Loan was to repay the entire
amounts due by Regional to RZB in connection with the Loan
Agreement totaling $1,975,000 at the time of payoff, including
principal, interest and legal fees and other expenses owed in
connection with the Loan Agreement.  Any additional amounts
provided under the Hopewell Loan to Regional will be used for
working capital.

The Hopewell Loan matures in three years and carries a fixed
annual rate of interest of 12%.  Based on the amounts advanced
under the Hopewell Loan as of March 20, 2013, Regional is required
to make interest payments only of $20,000 per month for the first
six months and then 29 equal monthly payments of $44,500 from the
seventh month through the 35th month with a balloon payment of
$1,193,000 due on March 19, 2016.

Per the Hopewell Loan Agreement, Regional is required to provide
annual audited and certified quarterly financial statements to
Hopewell.  The failure to provide those financial statements as
prescribed is an event of default, and Hopewell may, by written
notice to Regional, declare the Hopewell Note immediately due and
payable.

On March 20, 2013, Regional repaid the entire amount due by
Regional to RB International Finance (USA) in connection with the
Loan Agreement dated as of July 26, 2007, between Regional and RBI
totaling $1,975,000 at the time of payoff, including principal,
interest and legal fees and other expenses owed in connection with
the Loan Agreement.

                   Employment Agreement with CFO

On March 20, 2013, the Compensation Committee of the Board of
Directors of Central Energy GP LLC, the general partner of Central
Energy, approved an employment agreement with Mr. Ian T. Bothwell
as Executive Vice President, Chief Financial Officer and Secretary
of the General Partner and President of Regional.  The Executive
was provided with a grant of 200,000 Common Units of Central
Energy under the Company's 2005 Equity Incentive Plan, which grant
will vest immediately upon issuance as set forth in a separate
Unit Grant Agreement between the Executive and the Registrant.

The term of employment is for a period of two years.  The
Executive will receive an annual salary of $275,000 which may be
adjusted from time to time as determined by the Board of Directors
of the General Partner.

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

                       http://is.gd/aCqw0U

                       About Central Energy

Dallas, Tex.-based Central Energy Partners LP is a publicly-traded
Delaware limited partnership.  It currently provides liquid bulk
storage, trans-loading and transportation services for hazardous
chemicals and petroleum products through its wholly-owned
subsidiary, Regional Enterprises, Inc. ("Regional").

As reported in the TCR on April 5, 2012, Burton McCumber & Cortez,
L.L.P., in Brownsville, Texas, expressed substantial doubt about
Central Energy's ability to continue as a going concern, following
the Partnership's results for the fiscal year ended Dec. 31, 2011.
The independent auditors noted that the Company has insufficient
cash flow to pay its current debt obligations and contingencies as
they become due.

The Partnership's balance sheet at Sept. 30, 2012, showed
$8.27 million in total assets, $8.44 million in total liabilities,
and a partners' deficit of $170,000.

                        Bankruptcy Warning

The Company said in its quarterly report for the period ended
June 30, 2012, that, "Substantially all of Central's assets are
pledged or committed to be pledged as collateral on the RZB Note,
and therefore, Central is unable to obtain additional financing
collateralized by those assets.  Until such time as the Storage
Tank is placed back into service and the only remaining available
storage tank at June 30, 2012, is leased, Regional does not expect
to have sufficient working capital from operations to cover
ongoing monthly debt service obligations on the RZB Note, and
therefore, the amount which can be provided to Central, if any, to
fund general overhead is limited.  Should Central need additional
capital in excess of cash generated from operations to make the
RZB Note payments, for payment of the contingent liabilities, for
expansion, repair of the Storage Tank, capital improvements to
existing assets, for working capital or otherwise, its ability to
raise capital would be hindered by the existing pledge.  In
addition, the Partnership has obligations under existing
registrations rights agreements.  These rights may be a deterrent
to any future equity financings.  If additional amounts cannot be
raised and cash flow is inadequate, Central and/or Regional would
be required to seek other alternatives which could include the
sale of assets, closure of operations and/or protection under the
U.S. bankruptcy laws."

On July 26, 2007, the Partnership borrowed $5,000,000 (RZB Loan)
from RB International Finance (USA) LLC, formerly known as RZB
Finance LLC (RZB), the proceeds of which were used in connection
with the acquisition of Regional.


CENTRAL EUROPEAN: Commences Chapter 11 With Prepack Plan
--------------------------------------------------------
Central European Distribution Corporation on April 7 disclosed
that CEDC and its U.S. subsidiaries, CEDC Finance Corporation
International, Inc. and CEDC Finance Corporation LLC, have
received overwhelming support from creditors for their proposed
restructuring, which will be implemented through a Prepackaged
Chapter 11 Plan of Reorganization.  Accordingly, the Company
commenced voluntary proceedings under Chapter 11 of the U.S.
Bankruptcy Code to seek confirmation of the Plan.

Separately, CEDC approved the terms of a new $100 million
unsecured credit facility, to be provided by an affiliate of Alfa
Group, for the benefit of CEDC's Russian operations.  The facility
was arranged for CEDC by its strategic partner, Roust Trading Ltd.
(RTL), which will pay the origination and other fees involved.
CEDC welcomes the opportunity to enhance its relationship with one
if its key financial partners - Alfa Group.

The financial restructuring, which will eliminate approximately
$665.2 million in debt from CEDC's and CEDC FinCo's balance
sheets, does not involve the Company's operating subsidiaries in
Poland, Russia, Ukraine or Hungary and should have no impact on
their business operations.  Operations in these countries are
independently funded and will continue to generate revenue during
this process.  All obligations to employees, vendors, credit
support providers and government authorities will be honored in
the ordinary course without interruption.

Voting on the Plan closed on April 4, 2013. According to the
official vote tabulation prepared by CEDC's voting and information
agent, impaired creditors have voted overwhelmingly to accept the
Plan.  In particular, approximately 95% of all Existing 2013 Notes
were voted.  The Plan was accepted by 99.13% in number and 99.00%
in amount of those Existing 2013 Notes that were voted on the
Plan.  Approximately 95% of all Existing 2016 Notes were voted,
and of those, 97.26% in number and 97.34% in amount voted to
accept the Plan.

The voluntary Chapter 11 proceedings commenced on April 7 with a
filing in the U.S. Bankruptcy Court for the District of Delaware,
in Wilmington, Delaware.  At the initial hearing in the case,
which is expected to be on Tuesday, April 9, 2013, the Company
will present routine requests to the Court that will allow the
Company a seamless transition into Chapter 11.  The Company also
will request that the Court schedule its final confirmation
hearing for the Plan of Reorganization within 30 to 45 days.

If confirmed, the restructuring will result in Roust Trading,
owned by CEDC Chairman and leading investor Roustam Tariko, owning
100% of the outstanding stock of reorganized CEDC.  Holders of
Existing 2016 Notes will receive total consideration of $822
million, consisting of $172 million in cash, $450 million in new
secured notes and $200 million in new convertible notes, on
account of their claims totaling approximately $982.2 million in
U.S. dollars.  This consideration will afford holders of Existing
2016 Notes an estimated recovery of approximately 83.7%.

Holders of Existing 2013 Notes other than Roust Trading who
participate in a separate offer by Roust Trading will receive
total consideration of $55 million, composed of $25 million in
cash and $30 million in Roust Trading Notes, which collectively
will afford such holders an estimated recovery of 34.9%.  Holders
of Existing 2013 Notes that do not participate in Roust Trading's
offer will receive their proportionate share of $16.9 million in
cash under the Plan (shared with the RTL Notes).  Holders of
Existing 2013 Notes that participate in Roust Trading's offer will
not receive a distribution from CEDC or its U.S. subsidiaries
under the Plan.

The new $100 million unsecured credit facility will be provided to
CEDC subsidiary JSC Russian Alcohol Group.  The facility has a one
year term that may be extended by agreement of the parties.  RAG's
obligations under the new facility will be guaranteed by Roust
Trading and its affiliate, Russian Standard Corporation.  RAG's
obligations under the new facility will be subordinate to the
Company's obligations under the New Secured Notes and New
Convertible Notes to be issued to holders of Existing 2016 Notes
under the Plan.

CEDC and CEDC FinCo also announced the successful completion of
the consent solicitation conducted with respect to the indenture
governing the Existing 2016 Notes, as the requisite consents were
obtained to approve the Covenant Amendments, the Collateral and
Guarantee Amendments and the Bankruptcy Waiver Amendments, each as
defined in the Amended and Restated Offering Memorandum, Consent
Solicitation Statement and Disclosure Statement dated March 8,
2013.  Approximately 95% of the Notes by principal amount voted to
approve.

CEDC and CEDC FinCo also announced the termination of the CEDC
FinCo Exchange Offer for the Existing 2016 Notes.  The CEDC FinCo
Exchange Offer failed to meet the minimum tender condition
necessary for the consummation of the offer.  All Existing 2016
Notes tendered in the CEDC FinCo Exchange Offer will be returned
to tendering holders.

                   History of the Transaction

The financial restructuring is the culmination of a process that
began in early 2012, when the Company began seeking both a partner
with a strong background in Russian retail goods and a new source
of capital to bolster the Company's business and repay the
Existing 2013 Notes coming due in 2013.

The search led to a strategic alliance with RTL and Mr. Tariko, an
alliance that simultaneously addressed the Company's operating and
financial needs.  Over the next year, Mr. Tariko and RTL made
substantial financial commitments to the Company, becoming the
largest investor in its stock and Existing 2013 Notes and joining
the Board of Directors.  Mr. Tariko also lent his operating
expertise to the Company.

As the relationship with Mr. Tariko and RTL grew, two entities
assumed responsibility for safeguarding the interest of all CEDC
constituencies from a corporate governance standpoint and
developing the long-term financial restructuring plan: These were
the Special Committee of independent directors, headed by CEDC
Vice Chairman N. Scott Fine, and the Restructuring Committee,
consisting of Mr. Fine, Mr. Tariko and independent Director Markus
Sieger.  These committees were assisted by the firm of Skadden,
Arps, Slate, Meagher and Flom LLP as legal advisor, the firm of
Houlihan Lokey Capital Inc. as financial advisor, and the firm of
Alvarez & Marsal LLC as chief restructuring officer.

The Roust Trading Notes referred to in this announcement have not
been and will not be registered under the U.S. Securities Act of
1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

                            About CEDC

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

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

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

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

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


CENTRAL EUROPEAN: Missteps by Vodka Producer Detailed
-----------------------------------------------------
The mistakes made by Central European Distribution Corp., the
U.S.-based parent of the world's largest vodka producers, are
detailed in a story by Beth Jinks for Bloomberg News.

According to the story, unable to repay $258 million in bonds due
last month, Central European Distribution Corp. is preparing to
file for bankruptcy.  Creditors were to vote by April 4 on a
restructuring plan that would hand CEDC to Russian billionaire
Roustam Tariko, solidifying his control of the distiller and
distributor he's toyed with for years.

The story reports that:

    * After almost two decades of success in Poland, CEDC expanded
into Russia via acquisitions just as Poles began drinking less
vodka and the Russian government raised taxes and costs to
discourage alcohol consumption.  The global financial crisis, a
37% collapse in Russia's currency, and accounting errors that
followed didn't help either.

   * As global debt and equity markets reeled and the ruble
plunged, drinking habits were also changing.  Russians consumed
17% less vodka in 2011 than they did in 2008, while Poles cut back
by 7.7%, based on volume sales compiled by International Wine &
Spirit Research, known as IWSR.

   * CEDC co-founder William V. Carey, who resigned in
July as chief executive officer, spent about $1.2 billion in cash,
stock and other securities to acquire Russian Alcohol Group, the
largest vodka producer in Russia with brands including Green Mark
and Zhuravli; Copecresto Enterprises Ltd., owner of Parliament, a
top-selling vodka; and the Whitehall Group, an importer of premium
drinks to Russia including Moet champagne and Hennes.
   * The company reported a loss of $1.3 billion for 2011, writing
down $1.06 billion in goodwill and brand value.  Last year CEDC
restated exaggerated earnings for 2010 and 2011, blaming managers
at its Russian unit for failing to fully account for customer
rebates, and replaced the executives.

                             About CEDC

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

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

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

                             Liquidity

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

                           *     *     *

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

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

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

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


CEVA GROUP: Commences Exchange Offers & Consent Solicitations
-------------------------------------------------------------
CEVA Group Plc on April 4 disclosed that it has commenced private
exchange offers and consent solicitations for certain outstanding
debt securities in connection with its previously announced
financial recapitalization plan that will reduce substantially
CEVA's overall debt and interest costs, as well as increase
liquidity and strengthen its capital structure.  The Recap will
enable CEVA to better serve its customers, accelerate its growth
throughout the world and fund the development of new supply chain
products and services.  Assuming successful completion of the
Recapitalization, the Company will reduce its consolidated net
debt by more than EUR1.2 billion, reduce its annual cash interest
expense by over EUR135 million, or approximately 50%, and will
receive a capital infusion of at least EUR205 million for
investment in its business plan.

As previously reported on April 3, CEVA and parties representing
approximately 83% of the aggregate outstanding principal amount of
the 12.75% Senior Notes due 2020, the 12% Second-Priority Senior
Secured Notes due 2014 and $113 million Senior Unsecured Bridge
Loan and 69% of the outstanding principal amount of the 11.5%
Junior Priority Secured Notes due 2018 entered into a
restructuring support agreement in connection with the
Recapitalization.  The RSA provides, subject to the satisfaction
of certain conditions, for commitments to invest more than EUR205
million by three parties, consisting of (i) investment funds
affiliated with Apollo Global Management, LLC that are creditors
of CEVA, (ii) certain funds advised by Capital Research and
Management Company that are creditors of CEVA and (iii) the
Company's largest institutional investor.

In connection with the Recapitalization, CEVA and Ceva Holdings
LLC, which will be the ultimate parent company of CEVA upon
consummation of the Recap, have commenced the Exchange Offers to
exchange, among other things:

-- new series A-2 convertible preferred equity interests to be
issued by Holdings and new common equity interests to be issued by
Holdings for the Second Lien Notes; and

-- Holdings Common Shares for the Senior Unsecured Debt.

The terms of the Exchange Offers are described more fully in a
Confidential Offering Memorandum, Consent Solicitation and
Disclosure Statement, dated as of 3 April, 2013, prepared in
connection with the Recapitalization. The Recapitalization also
contemplates the restructuring of debt obligations of CEVA's
current parent company, CIL Limited (formerly known as CEVA
Investments Limited, "CIL"), providing the holders of certain debt
instruments issued by CIL the opportunity to exchange such CIL PIK
Instruments for Holdings Common Shares.

Pursuant to the Recapitalization, Holdings is also offering
holders of Second Lien Notes, Senior Unsecured Debt and CIL PIK
Instruments the opportunity to subscribe for rights to participate
in an equity rights offering for new series A-1 convertible
preferred equity interests to be issued by Holdings.  Apollo and
CapRe have agreed to backstop a portion of the Rights Offering
pursuant to the terms of a backstop agreement executed by the
parties on April 3, 2013, as further described in the Offering
Memorandum. Additionally, the Company's largest institutional
investor has committed to a debt financing with the Company as
described more fully in the Offering Memorandum and pursuant to a
financing commitment agreement between such institutional investor
and the Company.

Under the terms of the Exchange Offers, for each $1,000 principal
amount of Second Lien Notes validly tendered, and not validly
withdrawn, by eligible holders in the exchange offer relating to
the Second Lien Notes at or prior to midnight, New York City time,
on 30 April, 2013, unless extended, such holders will receive
0.4855082 Series A-2 Preferred Shares and 0.1742813 Holdings
Common Shares.  For each $1,000 principal amount of Senior
Unsecured Notes validly tendered, and not validly withdrawn, by
eligible holders in the exchange offer relating to the Senior
Unsecured Notes at or prior to the Expiration Time, such holders
will receive 0.3644632 Holdings Common Shares.  For each EUR1,000
principal amount of Unexchanged Notes validly tendered, and not
validly withdrawn, by eligible holders in the exchange offer
relating to the Unexchanged Notes at or prior to the Expiration
Time, such holders will receive 0.4394916 Holdings Common Shares.
For each $1,000 principal amount of Bridge Loan validly tendered,
and not validly withdrawn, by eligible holders in the exchange
offer relating to the Bridge Loan at or prior to the Expiration
Time, such holders will receive 0.3429161 Holdings Common Shares.
In addition, each eligible holder of Second Lien Notes, Senior
Unsecured Debt and CIL PIK Instruments will receive Subscription
Rights to subscribe for a number of shares of Series A-1 Preferred
Shares in the Rights Offering, on a pro rata basis, in direct
correlation to their entitlement to receive Holdings Common Shares
in the Exchange Offers on terms set forth in the Offering
Memorandum, after taking into account conversion of the Series A-2
Preferred Shares.

In conjunction with the Exchange Offers, CEVA is also soliciting
consents from eligible holders of at least a majority of the
Second Lien Notes and the Senior Unsecured Notes to the adoption
of proposed amendments to the indentures governing the Second Lien
Notes and the Senior Unsecured Notes, as applicable, (i) to
eliminate substantially all of the restrictive covenants and
certain events of default and related provisions contained
therein, (ii) to permit CEVA and its affiliates who are holders of
Second Lien Notes and Senior Unsecured Notes to vote on any
consents, amendments or waivers to the applicable indentures and
(iii) with respect to the indenture governing the Second Lien
Notes, to provide for the release of all of the liens on the
collateral securing the Second Lien Notes, including by
terminating or amending, as applicable, the related security
documents.

If the Exchange Offers are consummated, eligible holders of Second
Lien Notes and Senior Unsecured Notes will receive a consent fee
or early tender fee of 0.05 Holdings Common Shares, for each
$1,000 principal amount of notes validly tendered, and not validly
withdrawn, at or prior to 5:00 p.m., New York City time, on 16
April, 2013.  Similarly, if the Exchange Offers are consummated,
eligible holders of the Company's Unexchanged Notes and Bridge
Loan will receive an early tender fee of 0.06405 and 0.05 Holdings
Common Shares, respectively, for each EUR1,000 principal amount of
Unexchanged Notes or $1,000 principal amount of Bridge Loan
validly tendered, and not validly withdrawn, at or prior to the
Consent Time.  Tendered notes and other debt may not be withdrawn
after the Consent Time.

The closing of the Exchange Offers is conditioned upon, among
other things, 98% of the aggregate principal amount of each of the
Second Lien Notes and Senior Unsecured Debt being validly tendered
and not withdrawn in the Exchange Offers and the consummation of
the Rights Offering on the terms set forth in the Backstop
Agreement.  In addition, in order to consummate the Exchange
Offers, CEVA is seeking certain concessions from certain other
creditors, including its asset based lenders and secured credit
facility lenders.

The Company has developed an alternative path to ensure the
Recapitalization is completed on a timely basis.  Concurrently
with the solicitation of the Exchange Offers, CEVA is soliciting
votes for acceptance of a pre-packaged plan of reorganization
under applicable U.S. law and irrevocable undertakings to vote in
favor of a scheme of arrangement under applicable English law,
each of which requires a lower voting threshold than the Exchange
Offers.  CEVA intends to commence these alternative court
proceedings in the U.S. and U.K. if it does not receive tenders
from 98% of holders of each of the Second Lien Notes and the
Senior Unsecured Debt or does not satisfy other conditions to
consummation of the Exchange Offers, including obtaining
concessions from its asset based lenders and secured credit
facility lenders.  The terms of the U.S. pre-packaged plan of
reorganization and U.K. scheme of arrangement would provide less
favorable treatment to holders of the Second Lien Notes and Senior
Unsecured Debt than in the Exchange Offers, but would continue to
provide for payment in full of all claims of the Company's vendors
and other unsecured creditors.  As noted above, the Expiration
Time for the Exchange Offers is midnight, New York City time, on
30 April, 2013, unless extended.  The deadline for casting votes
on the U.S. pre-packaged plan of reorganization is the same date.

None of CEVA, Holdings or any other person makes any
recommendation as to whether holders should tender their
securities in the Exchange Offers or provide the consents to the
Proposed Amendments in the Consent Solicitations, and no one has
been authorized to make such a recommendation.  Holders of
securities should read carefully the Offering Memorandum before
making any decision with respect to the Restructuring. In
addition, holders must make their own decisions as to whether to
tender their Securities in the Exchange Offers and provide the
related consents in the Consent Solicitations, and if they so
decide, the principal amount of the securities to tender.

The new securities being offered in the Exchange Offers have not
been registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of such Act.

The Exchange Offers are being made in the United States only to
holders of securities who are both "qualified institutional
buyers" or "accredited investors" and "U.S. persons" and outside
the United States only to persons other than "U.S. persons" who
are "non-U.S. qualified offerees" (in each case, as such terms are
used in the letter of eligibility).  The Exchange Offers are made
only by, and pursuant to, the terms set forth in the Offering
Memorandum.  The Exchange Offers are subject to certain
significant conditions.  The complete terms and conditions of the
Exchange Offers are set forth in the Offering Memorandum and other
documents relating to the Restructuring which will be distributed
to eligible holders of Securities.  CEVA and Holdings have the
right to amend, terminate or withdraw the Exchange Offers and
Consent Solicitation, at any time and for any reason, including if
any of the conditions to the Exchange Offers is not satisfied.

Documents relating to the Exchange Offers, including the Offering
Memorandum will only be distributed to holders of securities who
complete and return a letter of eligibility confirming that they
are within the category of eligible holders for the Exchange
Offers. Holders of securities who desire a copy of the eligibility
letter should contact Garden City Group, the exchange agent for
the Exchange Offers, at (855) 454-1736.

In addition, CEVA has prepared a report for its bond investors
containing certain additional information about its preliminary
unaudited results for 2012, including the preliminary unaudited
financial statements for 2012, as well as recent developments and
other information about CEVA that is contained in the Offering
Memorandum but not in any prior announcements or reports posted on
the Web site.  All information in the report is also contained in
the Offering Memorandum; however, bondholders or prospective bond
investors who would like to review this report should visit the
following Web site:

http://www.cevalogistics.com/en-US/Pages/Investors%20Login.aspx

                        About CEVA Group Plc

Headquartered in the United Kingdom, CEVA --
http://www.cevalogistics.com-- is a non-asset based supply chain
management company.  The company has approximately 50,000
employees.  With a presence in over 160 countries, it delivers
supply chain solutions across a variety of sectors.  For the year
ending December 31, 2011, CEVA reported revenues on a preliminary
unaudited basis of EUR6.9 billion.

                           *     *     *

As reported by the Troubled Company Reporter on Dec. 11, 2012,
Moody's Investors Service downgraded CEVA Group plc's
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to Caa1 from B3.  At the same time, Moody's downgraded
CEVA's senior secured ratings to B1 from Ba3; priority lien notes
to Caa1 from B3, junior priority notes from Caa1 to Caa2 and
senior unsecured notes to Caa3 from Caa2.  Moody's said the
outlook for the ratings is negative.


CEVA GROUP: Note Holders Back Financial Recapitalization Plan
-------------------------------------------------------------
CEVA Group Plc on April 3 disclosed that it has reached agreement
with the largest holders of its second lien notes and senior
unsecured debt on a consensual financial recapitalization plan
that will reduce substantially CEVA's overall debt and interest
costs, as well as increase liquidity and strengthen its capital
structure (the "Recapitalization or Recap").  The Recap will
enable CEVA to better serve its customers, accelerate its growth
throughout the world and fund the development of new supply chain
products and services.  Assuming successful completion of the
Recapitalization, the Company will reduce its consolidated net
debt by more than EUR1.2 billion, reduce its annual cash interest
expense by over EUR135 million or approximately 50% and will
receive a capital infusion of at least EUR205 million for
investment in its business plan.

"We have been working with our financial advisors over the past
few months to develop a long-term financial plan for the Company,
exploring various options to improve our balance sheet to enhance
the Company's financial flexibility in support of future growth.
We are pleased that a substantial majority of our creditors have
already committed their support," said Marvin O. Schlanger, CEVA's
Chief Executive Officer, adding that "CEVA anticipates a quick
resolution to the transaction and will continue to provide
customers with the effective and robust supply chain solutions and
exceptional levels of service they have come to expect."

In connection with the Recapitalization, CEVA has entered into a
restructuring support agreement with parties representing
approximately 83% of the outstanding principal amount of the
12.75% Senior Notes due 2020, the 12% Second-Priority Senior
Secured Notes due 2014 and $113 million Senior Unsecured Bridge
Loan and 69% of the outstanding principal amount of the 11.5%
Junior Priority Secured Notes due 2018 for the approval of the
Recapitalization transaction.  The restructuring support agreement
provides, subject to the terms and conditions thereof, for
commitments to invest approximately EUR205 million by three
parties, consisting of (i) investment funds affiliated with Apollo
Global Management, LLC that are creditors of CEVA, (ii) certain
funds advised by Capital Research and Management Company that are
creditors of CEVA and (iii) the Company's largest institutional
investor.  These three parties will become the three largest
shareholders of CEVA pursuant to the contemplated
Recapitalization.

Consents to the Recapitalization, to be effectuated through
exchange offers, will be sought from holders of the Senior
Unsecured Debt and the Second Lien Notes pursuant to the terms and
conditions that will be set forth in an offering memorandum,
consent solicitation and disclosure statement. CEVA expects to
launch such exchange offers promptly.

Under the restructuring support agreement, the closing of the
transaction will be conditioned upon, among other things, 98% of
the aggregate principal amount of the Second Lien Notes and the
Senior Unsecured Debt of CEVA being validly tendered and not
withdrawn in the exchange offers.  In addition, in order to
consummate the exchange offers, CEVA is seeking certain
concessions from certain other creditors, including its asset
based lenders and secured credit facility lenders.  As long as the
restructuring support agreement remains in effect, each of the
parties to the agreement has agreed to use commercially reasonable
efforts to support and complete the Recapitalization.  In
connection with the Recapitalization, CEVA did not make the
interest payments due as of April 1, 2013 on the Second Lien Notes
and the 12.75% Senior Notes due 2020; such action will not
constitute an event of default during the 30-day cure period under
their indentures, and holders of CEVA's other debt will not be
permitted to accelerate their debt before the expiration of the
cure period.  As of March 31, 2013, the Company had approximately
EUR200 million of total headroom.  The Company will seek to
implement the Recapitalization during the 30-day cure period.

                        About CEVA Group Plc

Headquartered in the United Kingdom, CEVA --
http://www.cevalogistics.com-- is a non-asset based supply chain
management company.  The company has approximately 50,000
employees.  With a presence in over 160 countries, it delivers
supply chain solutions across a variety of sectors.  For the year
ending December 31, 2011, CEVA reported revenues on a preliminary
unaudited basis of EUR6.9 billion.

                           *     *     *

As reported by the Troubled Company Reporter on Dec. 11, 2012,
Moody's Investors Service downgraded CEVA Group plc's
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to Caa1 from B3.  At the same time, Moody's downgraded
CEVA's senior secured ratings to B1 from Ba3; priority lien notes
to Caa1 from B3, junior priority notes from Caa1 to Caa2 and
senior unsecured notes to Caa3 from Caa2.  Moody's said the
outlook for the ratings is negative.


CHAMPION INDUSTRIES: Defaults on Credit Facility with Fifth Third
-----------------------------------------------------------------
Champion Industries, Inc., on March 22, 2013, received a notice of
default from lenders led by administrative agent Fifth Third Bank
for failure to maintain certain financial ratios.

The Company said its term loan facilities and $10,000,000
revolving credit facility with a syndicate of banks contain
restrictive financial covenants.

As a result of the default, the Lender Parties have the right to
to cease making advances of revolving loans, cease issuing new
letters of Credit, and terminate the remaining Commitments.  The
Lender Parties have the right to accelerate and therefore make the
obligations immediately due and payable at any time.  A total of
approximately $36 million of debt, deferred fees and outstanding
revolving line of credit borrowings are subject to accelerated
maturity .

The Company has continued to work with the investment banking
group of Raymond James & Associates, Inc., to assist it with a
restructuring or refinancing of the existing debt and other
potential transaction alternatives.  The Company continues to have
ongoing dialogue with the Administrative Agent and the syndicate
of banks with respect to its credit facilities regarding the
Events of Default or an amendment/restructuring of the existing
debt.

The Company believes it will be unable pay amounts owing on its
bullet loan due March 31, 2013.  The principal payments made by
the Company from the loan inception in September 2007 through
Jan. 31, 2013, aggregated approximately $49.7 million or 58.1% of
the initial balance outstanding at September 2007 of approximately
$85.5 million, during a significant economic and secular downturn
within the economy.

                     About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal 2012,
compared with a net loss of $4.0 million in fiscal 2011.

The Company's balance sheet at Jan. 31, 2013, showed $43.81
million in total assets, $48.73 million in total liabilities and a
$4.91 million total shareholders' deficit.


CHIEFTAIN METAL: Tulsequah Chief Mine Proposal Risky, RWB Says
-----------------------------------------------------------------
An independent analysis of Chieftain Metals' recent Feasibility
Study for the proposed Tulsequah Chief mine demonstrates the
project is far from "robust" as claimed by Chieftain and suffers
from a number of questionable assumptions, unreasonably optimistic
predictions, and an overall "best case" type analysis.  The
Feasibility Study also excludes normal capital costs like sales
taxes and financing expenses, and ignores key information such as
the strong opposition to the project from the Taku River Tlingit
First Nation (TRTFN), unacknowledged environmental liabilities,
and Chieftain management's history of bankruptcies.

"When you read beyond Chieftain's hype and vague promises to
'optimize' operations and costs, it is clear the Tulsequah Chief
simply isn't a viable mine.  It is strongly opposed by the Taku
River Tlingit First Nation and poses major risks to investors,
Southeast Alaska's most productive salmon fishery and the local
community," said Chris Zimmer of Rivers Without Borders.  "The
Feasibility Study is based on optimistic assumptions about metals
prices, the ore deposit, and development schedules.  Chieftain
admits it has no smelters lined up and that contaminants in the
ore will make it difficult to market the copper concentrates.  In
addition, the mine may require expensive long-term water treatment
that Chieftain has not prepared for."

On January 28, 2013 Chieftain released a Technical Report compiled
by JDS Engineering, which summarizes the Feasibility Study
recently completed for the Tulsequah Chief.  The mine site is on
the Tulsequah River, just upstream of its confluence with the Taku
River and the Alaska/BC border.  On April 3 Rivers Without Borders
(RWB) released an assessment of the Tulsequah Chief project.  This
report, written by mining analyst Joan Kuyek, is based on reviews
of publicly available documents, information not included in the
JDS Technical Report, and an independent technical and economic
analysis commissioned by RWB from James R. Kuipers, P.E., a
registered professional mining engineer with over 30 years of
experience.

"Chieftain's Technical Report is based on a 'best case' analysis
which simply isn't a prudent way to analyze a complex project like
the Tulsequah Chief," said Mr. Zimmer.  "The reliance upon
'probable' rather than more certain 'proven' mineral reserves
suggests a lack of confidence in the ore reserves.  This is a
recipe for another bankruptcy and continued acid mine drainage
pollution of the region's most productive salmon river."

Examples of significant problems with the mine proposal as
announced in the JDS Technical Report include:

-- The Technical Report does not disclose the November 18, 2012
Joint Clan Mandate (JCM) from the TRTFN which "opposes the
currently proposed Tulsequah Chief Project" and "is directing the
TRTFN Leadership to act on this JCM Mandate and take all necessary
steps to ensure that the Tulsequah Chief project, as currently
proposed, is not developed on Taku River Tlingit Territory."

-- It is not a robust project when the risks such as significantly
decreased metals prices, decreases in projected reserves or
recoveries, increased costs, and delays in revenue streams are
more realistically portrayed.

-- Independent sensitivity analyses show the relatively high risk
that the Tulsequah Chief has of, at some point in its history,
becoming uneconomic, resulting in premature project closure and
bankruptcy of the owner.

-- The Feasibility Study relies upon relatively optimistic
metallurgical grades and recoveries.  The reliance on "probable"
rather than more certain "proven" mineral reserves indicates less
than a high degree of confidence in the economic viability of the
ore deposit.

-- The estimated development and operating costs appear highly
optimistic given the location, dependency on petroleum-based fuel,
competition for labor and other factors.  An increase in operating
costs of as much as 25% over the life of this project would not be
unreasonable were a more conservative case to be projected.

-- The lack of an identifiable smelting facility and the Technical
Report's statement that the copper concentrates would be rejected
by Chinese smelters suggests that marketing of this concentrate
might be questionable and at the very least difficult.

-- Potential environmental liabilities and reclamation costs are
seriously underestimated.  If the company's reclamation measures
fail, the long-term cost could be in excess of $100 million. The
Technical Report notes that, "If this (long-term) mitigation
strategy is unsuccessful, there could be the need for the long-
term treatment of AMD (acid mine drainage) at this site."
However, no estimate of the costs of long-term treatment has been
provided, although elsewhere Chieftain notes that annual operating
costs for the Interim Water Treatment Plant (IWTP) were about $4
million.  The company has not included costs in its economic
analysis for operating the IWTP before the mine is in production.

-- Schedule delays and additional associated costs, such as those
caused by First Nation opposition, labour disputes, financing
problems, weather conditions, barging challenges and other
unexpected site conditions have not been accounted for.  The
Technical Report notes, "The barging component of the logistics
plan is critical to the project success," but does not discuss the
history of barging problems and delays experienced by both
previous mine owner Redcorp in 2007 and 2008 and Chieftain in
2011.

For a copy of the Kuyek and Kuipers reports, see
http://is.gd/P5ROlf

Rivers Without Borders is a project of Tides Canada Initiatives
Society in Canada and Tides Center in the U.S.


CHRIST HOSPITAL: Disclosure Statement Hearing Slated for April 22
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
slated a hearing on April 22, 2013, at 1:30 p.m., consider the
adequacy of the Disclosure Statement for the Joint Plan of Orderly
Liquidation proposed by Christ Hospital and the Official Committee
of Unsecured Creditors.  April 18, 2013, at 1:00 p.m., is fixed as
the deadline for the filing and serving of written objections to
the approval of the Disclosure Statement.

According to the Disclosure Statement, the Debtor proposes an
orderly liquidation of its remaining assets premised, in part,
upon the PBGC Settlement.

On the Effective Date, the PBGC will be paid $4 million and the
Debtor's assets will be transferred to the Liquidating Trust for
the benefit of creditors.  Thereafter, the Liquidating Trustee
will be responsible for liquidating the assets and making
distributions to creditors in accordance with the terms of the
Plan.

Allowed General Unsecured Claims will receive, in full and final
satisfaction of its Allowed Class 4 Claim, a Pro Rata share of the
monies to be distributed from the GUC Account on account of
Allowed Class 4 Claims by the Liquidating Trust (subject to
appropriate reserves described in the Plan).

       http://bankrupt.com/misc/christhospital.doc1110.pdf

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.

Attorneys at Sills, Cummis & Gross, P.C., represent the Official
Committee of Unsecured Creditors.

On March 27, 202, Judge Stern approved the sale of the Hospital's
assets to Hudson Hospital Holdo, LLC.  Hudson bid $45,271,000 for
the Hospital's assets.  The sale of the Debtor's assets to Hudson
closed on July 13, 2012.


CLEAR CHANNEL: Moody's Sees Modest Impact of MOU on Liquidity
-------------------------------------------------------------
Moody's said Clear Channel Communications, Inc.'s agreement to
enter into a memorandum of understanding with a group of public
shareholders of Clear Channel Outdoor Holdings, Inc. is expected
to have only a modest impact on CCU's liquidity position.

The MOU as outlined would require CCO to demand payment of $200
million of the $729 million promissory note outstanding (as of Q4
2012) from CCU within 30 days, following court approval of the
settlement. Simultaneously, CCO is required to declare a dividend
to shareholders in the same amount. CCU would receive 89% of the
proceeds through its ownership of Clear Channel Holdings, Inc. so
the net leakage to public shareholders from the dividend would
only be approximately $22 million.

On February 21, 2013, Moody's assigned a Caa1 rating to Clear
Channel's proposed $500 million Priority Guarantee Notes maturing
in 2021. Clear Channel's Corporate Family Rating was unchanged at
Caa2.


CNH CAPITAL: S&P Assigns 'BB' Rating to $500MM Notes Due 2018
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
issue rating to U.S.-based CNH Capital LLC's proposed $500 million
senior unsecured notes due 2018.  CNH Capital is a wholly owned
subsidiary of The Netherlands-based CNH Global N.V.
(BB+/Stable/--).

The ratings on CNH Capital (a wholly owned captive finance company
that provides financial services for CNH Global customers in the
U.S. and Canada) reflect those on CNH Global, its parent.  S&P
views this subsidiary as a core holding of CNH Global given its
strategic importance to the parent, CNH Global's ability to
influence CNH Capital's actions, and S&P's expectation that the
parent would provide financial support to the capital company in
times of need.  CNH Capital's receivables account for more than
half of the total managed portfolio of CNH Global's worldwide
financial services organization.

S&P believes CNH Capital's financial services are a key offering
that facilitates the sale of CNH Global's equipment.

S&P's 'BB' issue rating on CNH Capital's senior unsecured notes
reflects the capital company's reliance on secured debt, primarily
through asset-backed security transactions, which S&P considers to
have encumbered a significant majority (just below 70%) of the
assets on its balance sheet.  S&P believes that these transactions
would materially weaken recovery prospects for unsecured
debtholders in the event of a default.  S&P views the proposed
notes issuance as a consistent step toward achieving greater
funding diversification.  This should gradually reduce reliance on
the asset-backed securities market, which S&P would consider a
positive rating factor over time.

The ratings on agricultural and construction equipment
manufacturer CNH Global reflect Standard & Poor's assessment of
the company's business risk profile as "satisfactory" and its
financial risk profile as "significant."  The long-term corporate
credit rating and outlook on CNH Global are the same as those on
its Italy-based parent, Fiat Industrial SpA), which owns
approximately 88% of the company.  CNH Global's board has recently
approved a merger proposal with Fiat Industrial.  The company
expects the transaction to be completed during the third quarter
of 2013.

S&P considers CNH to be one of Fiat Industrial's core holdings, as
it produces the majority of its parent's revenues and profits.
Therefore, the ratings on CNH Global reflect the financial and
business risk profiles of its parent, and while S&P do not
currently expect the proposed merger would affect its corporate
credit ratings on CNH Global and CNH Capital LLC, it will review
the capital structure of the new entity as information becomes
available.

RATINGS LIST

CNH Capital LLC
Corporate Credit Rating           BB+/Stable/--

New Ratings

CNH Capital LLC
Senior unsecured
  $500 mil. notes due 2018         BB


COMMUNITY FINANCIAL: SBAV Lowers Equity Stake to 25% at March 25
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, SBAV LP and its affiliates disclosed that, as
of March 25, 2013, they beneficially own 1,890,160 shares of
common stock of Community Financial Shares, Inc., representing
25.37% of the shares outstanding.  SBAV LP previously reported
beneficial ownership of 6,286,100 common shares as of Dec. 21,
2012.  A copy of the amended regulatory filing is available at:

                        http://is.gd/rNn6Go

                    About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $334.17
million in total assets, $328.69 million in total liabilities and
$5.48 million in total shareholders' equity.


COMPASS GROUP: $30MM Loan Repricing No Impact on Moody's Ba3 CFR
----------------------------------------------------------------
Moody's said that Compass Group Diversified Holdings LLC
announcement on April 3, 2013, that it entered into a $30 million
term loan add on to be used to repay revolver borrowings and
lowered its pricing on its senior secured credit facility by 100
basis points had no effect on its Ba3 Corporate Family Rating or
stable outlook.

The principal methodology used in this rating was the Global
Consumer Durables 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.

Compass holds majority ownership interests in eight distinct
unrelated operating subsidiaries: Advanced Circuits, American
Furniture Manufacturing, Anodyne Medical Devices, Fox Factory,
Liberty Safe, ERGObaby, Camelbak and Arnold Magnetic Technologies.
Its strategy is to acquire and manage businesses that operate in
industries with long term macroeconomic growth opportunities and
have positive and stable cash flows. The company reported revenue
of approximately $930 million for the year ended December 31,
2012.


CONTINENTAL AIRLINES: Moody's Withdraws Ratings Following Merger
----------------------------------------------------------------
Moody's Investors Service has withdrawn its B2 Corporate Family
and B2-PD Probability of Default ratings assigned to Continental
Airlines, Inc. The withdrawals are for business reasons and follow
the completion on March 31, 2013 of the legal merger of the
airline operating subsidiaries of United Continental Holdings,
Inc., United Air Lines, Inc. ("Old UAL") and CAL.

CAL is the surviving airline operating company and has changed its
name to United Airlines, Inc. ("New UAL"). New UAL has become the
legal obligor of the liabilities and obligations of Old UAL. CAL
and Old UAL had operated as distinct legal entities without any
cross guarantees of debt following the 2010 merger that resulted
in CAL becoming a subsidiary of UCH.

Moody's had assessed the credits based on their independent credit
profiles using two corporate family groups. The legal merger of
the airline operating companies results in a single obligor, New
UAL, of all of the combined operating company's obligations. The
rating actions recognize this development by combining the two
airlines within a single corporate family at the UCH level.

Moody's also affirmed the B2 Corporate Family rating and B2-PD
Probability of Default ratings assigned to UCH. The SGL-2
Speculative Grade Liquidity rating assigned to UCH is unchanged.
Moody's upgraded the senior unsecured rating assigned to certain
industrial revenue bonds of various issuing authorities backed by
a guarantee of New UAL and to the company's 4.5% Senior Unsecured
Convertible Notes due January 15, 2015 ("Notes"). None of Moody's
ratings assigned to other of the company's debt or Enhanced
Equipment Trust Certificates ("EETCs") are affected by the rating
actions. The outlooks assigned to UCH and to New UAL are stable.

Ratings Rationale:

The upgrade of the senior unsecured rating to B2 results from
combining the two airline operating company's obligations, which
now aggregate approximately $15 billion, under one legal obligor
using a single Loss Given Default waterfall. All of the company's
obligations, including the industrial revenue bonds and the Notes,
are now supported by a larger enterprise, with a larger recovery
value as defined by Moody's Loss Given Default waterfall. Changes
in the composition of the various priorities of claim relative to
the larger amount of total obligations included in the combined
waterfall result in a better implied recovery for the company's
unsecured debt obligations, which results in the one notch
upgrade. Moody's ranks the company's unsecured debt claims ahead
of the 6% TIDES due November 15, 2030 issued by Continental
Airlines Finance Trust II because this obligation is contractually
subordinated to unsecured operating company debt and parri passu
with unsecured non-debt obligations. Moody's has withdrawn the
rating for its own business reasons.

The principal methodology used in this rating was the Global
Passenger Airlines Industry Methodology published in May 2012 and
Enhanced Equipment Trust And Equipment Trust Certificates Industry
Methodology published in December 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for United Airlines, Inc. United Airlines and its regional
operation, United Express, operate an average of 5,472 flights a
day to 381 airports across six continents. In 2012, United and
United Express carried more passenger traffic than any other
airline in the world and operated nearly two million flights
carrying 140 million customers.

Upgrades:

Senior Unsecured, Upgraded to B2 from B3

LGD Assessments:

Senior Secured, to LGD2, 19 % from LGD2, 22 %

Senior Unsecured, to LGD4, 54 % from LGD5, 74 %

Preferred Stock, to LGD5, 83 % from LGD6, 95 %

Affirmations:

Senior Secured, Affirmed Ba2

Preferred Stock, Affirmed Caa1

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Withdrawals:

Issuer: Continental Airlines, Inc.

Probability of Default Rating, Withdrawn, previously rated B2-PD

Corporate Family Rating, Withdrawn, previously rated B2

Outlook Actions:

Issuer: United Air Lines, Inc.

Outlook, Changed To No Outlook from Stable


CONQUEST SANTA FE: Court Sets May 2 Disclosure Statement Hearing
----------------------------------------------------------------
The hearing to consider the approval of the Initial Disclosure
Statement for Conquest Santa Fe, L.L.C.'s proposed Chapter 11 Plan
will be held on May 2, 2013, at 2:30 p.m. on the 2nd day of May,
2013.  Written objections, if any, to the approval of Disclosure
Statement must be filed no later than 5 business days prior to the
date set for the DS hearing.

According to the Initial Disclosure Statement, the goal of the
Plan is to continue the operation of the Hotel which will allow
the Debtor to repay creditors.

Through the Plan, the Debtor intends to modify the payment terms
of secured and unsecured creditors to allow for substantial
payments to all allowed prepetition claims over a period of years.

Specifically, the Secured Claim of LPP Mortgage, which the Debtor
disputes, will be allowed in the amount determined by the Court,
reduced by an offset of any damages awarded the Debtor by the
Court, against LPP.  Thereafter, LPP's entire Secured Claim will
be repaid, with interest, according to the same terms and
conditions it previously agreed to in the Loan Commitment.  The
terms were offered to the Debtor by LPP's predecessor, which terms
were assumed and accepted by LPP and the Debtor.

According to the Debtor, because LPP's claim will be repaid
according to previously agreed loan terms, without modification,
LPP's claim is not impaired.

Conquest's allowed general unsecured creditors will be paid an
initial distribution equal to 10% of each Allowed Claim within 12
months after the Effective Date.  Conquest will make four equal
quarterly payments, beginning 90 days after the Effective Date, to
complete the initial distribution.  Beginning on the Effective
Date, all unpaid amounts of Allowed Claims will accrue interest at
a rate equal to 2.00% per annum, until paid in full.  Beginning on
the second anniversary of the Effective Date, and each year
thereafter, each claimant will receive an annual distribution,
equal to at least 10% of the Allowed Claim, plus accrued interest,
until paid in full.

Conquest's prepetition equity holders will continue their
ownership of this company post confirmation.

The Plan will be funded by future operation of the Debtor's
business.  It is anticipated that growth will be relatively slow
for the first year, post Effective Date, then be steady for a few
years thereafter, until the Hotel reaches a stabilized level.
"Most important, securing long term financing, according to the
terms agreed with LPP will allow the Debtor to operate profitably,
sufficient to make substantial and likely full repayment to all
creditors over the term of the Plan," the Debtor said.

The prior guarantors on the Construction Loan will sign new
guarantees for the permanent financing.  Additionally, they will
contribute additional monies, as and when needed, to support
operations and repay creditors.

A copy of the Initial Disclosure Statement is available at:

        http://bankrupt.com/misc/conquestsantafe.doc51.pdf

                      About Conquest Santa Fe

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

The Debtor owns and operates the 92-room Hyatt Place Hotel on
Cerillos Road in Santa Fe, New Mexico, which opened for business
on May 25, 2010.


CONVERGEONE HOLDINGS: Moody's Rates $20MM Debt Ba3, $210MM Debt B3
------------------------------------------------------------------
Moody's Investors Service has assigned first-time corporate family
and probability of default ratings of B3 and B3-PD to ConvergeOne
Holdings Corp.

Concurrently, Moody's assigned a Ba3 rating to proposed $20
million senior secured "first out" revolving credit facility due
2018 and a B3 rating to the $210 million senior secured term loan
due 2019. The rating outlook is stable.

The ratings were assigned in connection with ConvergeOne's
proposed debt issuance, which will be used primarily to repay
existing debt of about $149 million and to fund a dividend to
shareholders of $60 million. The assigned ratings are subject to
review of final documentation and no material change in the terms
and conditions of the transactions.

Ratings Rationale:

ConvergeOne's B3 CFR reflects the high concentration with one
original equipment manufacturer (OEM) vendor, Avaya, Inc. (rated
B3 negative), who accounts for about two thirds of ConvergeOne's
product revenues. Moody's believes that ConvergeOne's business
profile is linked to that of Avaya given its status as a leading
integrator of Avaya's products and solutions. Avaya's long term
financial condition remains uncertain, characterized by very high
leverage (in excess of 8 times) and a constant need to reinvest in
new products and platforms to maintain position against
competitors with greater resources such as Cisco and Microsoft. To
the extent that Avaya's financial performance or liquidity
deteriorates, ConvergeOne's operating results could similarly
erode. Under this scenario, Moody's believes that it would be
difficult for ConvergeOne to replace any revenue loss from Avaya
in the near term given that competing OEMs (e.g., Cisco) already
have their own distribution channels in place.

The rating also considers ConvergeOnes's moderate financial
leverage (slightly less than 5 times on a trailing basis, pro
forma for the proposed financing), which is well positioned with
other companies in the B3 rating category. ConvergeOne benefits
from a recurring fee model and longstanding relationships with its
top customers (about 90% retention rate of top 50 customers). As
well, the company continues to grow its services business, which
has higher profit margins relative to the product business.

The stable outlook reflects Moody's expectation that ConvergeOne
will generate mid-single-digits revenue growth, operating margins
of about 8%, and adjusted debt to EBITDA (after Moody's standard
adjustments) below 5.0 times. Moody's further expects that
ConvergeOne's OEM vendor, Avaya, will continue to operate without
further deterioration to its business.

The ratings could be upgraded if the company achieves meaningful
revenue growth in the high single digits, free cash flow to debt
of at least 12%, and total adjusted debt to EBITDA was expected to
be sustained below 3.5 times. Downward ratings pressure could
arise if Moody's anticipates debt to EBITDA could exceed 6.0
times, liquidity deteriorates due to a decline in profitability or
cash flow, Avaya's financial condition materially erodes, or
financial policies become more aggressive (e.g., additional
dividends are paid to shareholders).

The following first-time ratings/assessments were assigned:

Corporate Family Rating -- B3

Probability of Default Rating -- B3-PD

$20 Million Senior Secured Revolving Credit Facility due 2018 --
Ba3 (LGD1 -5%)

$210 Million Senior Secured Term Loan due 2019 -- B3 (LGD4 -- 63%)

The principal methodology used in this rating was Global Business
and 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.

ConvergeOne is an integrator of communication products and
solutions.


CONVERGEX HOLDINGS: Divestitures Cue Moody's to Lower CFR to B3
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of ConvergEx Holdings, LLC to B3 from B2 in anticipation of the
company's divestiture of its Eze Castle Software and RealTick
software businesses.

Under the terms of the transaction, ConvergEx will use proceeds
from the sale to repay its existing First Lien Term Loan (B2) and
Second Lien Term Loan (B3). The ratings on the term loans will be
withdrawn upon their repayment. ConvergEx expects to be
recapitalized post-closing with a new $150 million First Lien Term
Loan and a $25 million Revolver.

Subject to a review of the final terms and conditions, Moody's
expects to assign B3 ratings to the proposed new Term Loan and
Revolver. Moody's assumes no material change in the asset sale
terms or value prior to the closing. A material change would lead
Moody's to reassess the divestiture's impact on ConvergEx's
ratings. The outlook is stable.

Ratings Rationale:

Moody's stated that the downgrade of ConvergEx's CFR to B3
reflects the fact that while the sale of EZE Castle Software and
RealTick will allow the company to substantially reduce debt,
ConvergEx post sale will be a less diversified company with lower
profit margins and with less recurring revenue. In addition,
revenues and operating profits have deteriorated at ConvergEx's
investment services segment due to the general downward trend in
market trading volumes, and the company's remaining businesses
operate in highly competitive market segments that will challenge
ConvergEx's ability to improve operating profitability going
forward.

Moody's said that ConvergEx's stable outlook reflects its reduced
cash flow leverage following the asset divestiture but also the
challenging operating environment and profit pressures the firm is
facing. The rating anticipates that the DOJ/SEC inquiry pertaining
to the company's remaining investment services segment will result
in only modest incremental legal and other related costs beyond
the accrual that the company has already recorded. Costs
materially in excess of this amount could have negative rating
implications.

The principal methodology used in this rating was Global
Securities Industry Methodology published in December 2006.


COPYTELE INC: Amends Quarterly Report to Furnish Exhibits
---------------------------------------------------------
Copytele, Inc., filed with the U.S. Securities and Exchange
Commission an amended quarterly report on Form 10-Q/A for the
period ended Jan. 31, 2013, to furnish the Interactive Data File
exhibits required by Item 601(b)(101) of Regulation S-K.

No other changes have been made to the Form 10-Q and the amendment
has not been updated to reflect events occurring subsequent to the
filing of the 10-Q.

A copy of the amended Quarterly Report is available for free at:

                        http://is.gd/FbZVtQ

                          About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.

Copytele Inc. incurred a net loss of $4.25 million for the year
ended Oct. 31, 2012, compared with a net loss of $7.37 million
during the prior fiscal year.

KPMG LLP, in Melville, New York, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended Oct. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations,
has negative working capital, and has a shareholders' deficiency
that raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at Jan. 31, 2013, showed $7.52 million
in total assets, $8.84 million in total liabilities and a
$1.32 million total shareholders' deficiency.


CPI CORP: PictureMe Abruptly Closes Studios
-------------------------------------------
Karen Talley and Tom Gara, writing for The Wall Street Journal,
report that CPI Corp., the photographer that ran the portrait
studios at Sears Holdings Corp., Wal-Mart Stores Inc., and Babies
"R" Us, abruptly closed its business last week.

CPI Corp. said in a statement on its Web site: "After many years
of providing family portrait photography, we are sad to announce
our PictureMe Portrait Studios are now closed. We appreciate your
patronage and allowing us to capture your precious memories. If
you currently have an album or have had a recent portrait session,
you can order products at myonlineportraits.com thru April 18,
2013."

According to WSJ, the St. Louis-based company didn't explain the
hasty closure, and calls to CPI went unanswered.  WSJ notes the
company has struggled financially, hurt by the rise of digital
photography.  According to the report, CPI's financials have been
deteriorating. Through the first three quarters of its recently
completed fiscal year, the company's loss quintupled to more than
$60 million, while sales fell 24% to $192.7 million.  Meanwhile,
CPI's total liabilities rose 14% to $174.8 million, and its total
assets dropped 41% to $56.2 million.

WSJ also relates CPI in March entered into its fourth forbearance
agreement with its creditors.  The agreement gave the company
until April 6 to repay.

Bank of America, N.A., serves as Administrative Agent under a 2010
credit agreement.  According to a regulatory filing with the
Securities and Exchange Commission, as of March 6, 2013, the debt
-- exclusive of attorneys' fees and other fees, expenses,
advances, and costs of collection, all of which are due and owing
and not waived -- totaled $98,961,248, consisting of unpaid
principal of $76,200,242, accrued and unpaid interest of $233,892,
accrued and unpaid PIK Obligations of $8,594,533, letter of credit
fees of  $132,822.68 and L/C Obligations totaling $13,799,758.

The WSJ report relates news of the closure came suddenly to the
retailers. "We were notified Thursday that CPI is ceasing its U.S.
operations at retailers across the country immediately," Sears
spokesman Howard Riefs said, according to the report.

CPI has provided photo services for Sears's customers since 1959
and has been the store's only portrait studio operator since 1986,
currently located in all 788 Sears stores in the U.S. and Puerto
Rico.

According to the WSJ report, CPI's shares, traded on the Pink
Sheets, hovered around 6 cents April 5.  The company had about
12,000 employees, including temporary and part-time workers, and
operated nearly 1,900 Wal-Mart studios world-wide as of February
2012.


CROWNROCK LP: S&P Assigns 'CCC+' Rating to $350MM Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC+'
issue level rating to Midland, Texas-based exploration and
production (E&P) company CrownRock LP's proposed $350 million
senior unsecured note offering.  CrownRock Finance Inc. is the co-
issuer on the notes.  S&P has assigned a '6' recovery rating to
this debt, indicating its expectation of negligible (0% to 10%)
recovery in the event of payment default.  S&P's 'B' corporate
credit rating and stable outlook on the company remain unchanged.

CrownRock plans to use the proceeds to refinance its existing
$150 million of unsecured notes maturing 2016, to repay borrowings
under its revolving credit facility, and to fund future capital
spending needs.  If the company is successful with its proposed
transaction, S&P intends to withdraw its rating on the company's
$150 million of unsecured notes maturing in 2016.

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

RATINGS LIST

CrownRock LP
Corporate credit rating          B/Stable/--

New Ratings
CrownRock LP
CrownRock Finance Inc.
$350 mil sr unsecured note       CCC+
  Recovery rating                 6


DAFFY'S INC: Gets Approval For Ch. 11 Plan
------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that now that a New
York bankruptcy judge on Tuesday approved the Chapter 11
liquidation plan for beleaguered clothing retailer Daffy's Inc,
the company will be able to move forward and pay all of its
creditors in full as its makes its way out of bankruptcy.

The report related that Daffy's filed for bankruptcy protection in
August after cracking under the strain of the economic downturn
and amid increased competition from other store-based and online
discount fashion retailers, and has been hammering out details of
the plan ever since.

                        About Daffy's Inc.

Secaucus, New Jersey-based Daffy's Inc., a 19-store chain, off-
price retailer of designer fashions for women, men, children, and
the home, located in the New York metropolitan area and
Philadelphia, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-13312) on Aug. 1, 2012, with a plan to shutter the
business and pay off creditors in full.  A copy of the Plan is
available at http://bankrupt.com/misc/Daffys_Chapter_11_Plan.pdf

The Debtor has an Asset Purchase, Assignment and Support
Agreement, dated as July 18, 2012, with Marcia Wilson, The Wilson
2003 Family Trust, and Jericho Acquisitions I LLC, pursuant to
which the Debtor's leasehold interests will be sold to Jericho
Acquisitions I LLC through the Plan.

The Debtor has hired Gordon Brothers Retail Partners, LLC and
Hilco Merchant Resources LLC to liquidate the Debtor's inventory.

The Debtor estimates that the proceeds received from the
liquidation of its inventory and the sale of its leasehold
interests will exceed at least $60 million to satisfy
approximately $37 million in claims.  Cost of administering the
chapter 11 case will not exceed approximately $5 million (after
certain expenses are reimbursed pursuant to the Purchase
Agreement).  Accordingly, the Debtor believes that the disposition
Of its principal assets will generate more than sufficient cash to
pay all holders of Allowed Claims (as such term is defined in the
Plan) in full, with interest, thus rendering all lasses under the
Plan unimpaired.

The Debtor has filed its schedules, disclosing $51,106,469 in
total assets and $36,646,856 in total liabilities.

Bankruptcy Judge Martin Glenn presides over the case.  The Debtor
is represented by Andrea Bernstein, Esq., and Debra A. Dandeneau,
Esq., at Weil, Gotwill & Manges LLP as counsel.  Donlin, Recano &
Company, Inc., serves as claims and notice agent.

The Debtor's case is being funded by a $10 million postpetition
financing with Vim-3, L.L.C., Vimwilco, L.P., and Marcia Wilson,
as successor to Vim Associates, as guarantors; and Wells Fargo,
National Association, as DIP lender.  The DIP loan consists of
$2.5 million in new money loans available on a revolving basis;
and the roll up of $6.2 million of existing prepetition debt.

Counsel for the DIP Lender are Donald E. Rothman, Esq., and
Nathan C. Pagett, Esq., at Riemer & Braunstein LLP.

Gordon Brothers and Hilco Merchant Resources are represented by
Curtis, Mallet-Prevost, Colt & Mosle LLP.

Jericho Acquisition is represented by Brad Eric Scheler, Esq., at
Fried, Frank, Harris, Shriver & Jacobson LLP.

Marcia Wilson is represented by Dana B. Cobb, Esq., at Beattie
Padovano, LLC.


DELTATHREE INC: Incurs $1.6 Million Net Loss in 2012
----------------------------------------------------
deltathree, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.57 million on $13.68 million of revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $3.05 million on
$10.53 million of revenue during the prior year.  The Company
incurred a $2.49 million net loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $1.58 million
in total assets, $7.22 million in total liabilities and a $5.64
million total stockholders' deficiency.

Brightman Almagor Zohar & Co., in Tel Aviv, Israel, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing recurring
losses from operations and deficiency in stockholders' equity that
raise substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, voluntary deregistration of its securities, financial
reorganization, liquidation and/or ceasing operations.  In the
event that the Company requires but is unable to secure additional
funding, the Company may determine that it is in its best
interests to voluntarily seek relief under Chapter 11 of the U.S.
Bankruptcy Code."

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

                         http://is.gd/h0GpEN

                          About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.


DAIS ANALYTIC: Ira McCollum Replaces Raymond Kazyaka as Director
----------------------------------------------------------------
Dais Analytic Corporation was notified that Raymond Kazyaka Sr., a
member of the Board of Directors of the Company passed away on
March 18, 2013.

On March 25, 2013, the Board appointed, Ira William McCollum, Jr.,
to fill the vacancy.  Mr. McCollum joined as a partner in SNR
Denton's Public Policy and Regulation practice in 2012.  He joined
the firm following his term as the 36th attorney general of the
state of Florida.  Mr. McCollum served as attorney general from
2007 to 2011.  Prior to becoming the Florida Attorney General in
2007, McCollum was a partner with Baker & Hostetler's Government
Policy practice from 2001-2007.  Between 1981-2001, McCollum was a
Member of the US House of Representatives representing Florida's
8th District where he served on the Judiciary, Banking and
Financial Services, and Intelligence Committees.  He also held a
number of leadership positions, including Chairman of the
Judiciary Subcommittee on Crime, Vice Chairman for six years of
the Banking and Financial Services Committee, ranking Member of
the subcommittee overseeing the Federal Reserve, and Vice Chairman
of the House of Republican Conference for three terms (one of
eight House GOP leadership positions).  Mr. McCollum's expertise
in in federal and state government and regulations will be an
asset to the Board.?

Prior to his appointment as a member of the Company's Board, Mr.
McCollum did not have any material relationship with the Company
and there are not any arrangements or understandings between Mr.
McCollum or any other persons pursuant to which Mr. McCollum was
appointed as a director.  Mr. McCollum does not have any family
relationships with any of the Company's other directors or
executive officers.

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Cross, Fernandez & Riley LLP, in
Orlando, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses since
inception and has a working capital deficit and stockholders'
deficit of $3.22 million and $4.90 million at Dec. 31, 2011.

The Company reported a net loss of $2.33 million in 2011,
compared with a net loss of $1.43 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.08
million in total assets, $6.02 million in total liabilities and a
$4.94 million total stockholders' deficit.


DILLARD'S INC: Continued Growth Cues Moody's to Raise CFR to 'Ba2'
------------------------------------------------------------------
Moody's Investors Service upgraded Dillard's, Inc. long term
rating including its Corporate Family Rating to Ba2 from Ba3. At
the same time the rating outlook was changed to positive.

The upgrade acknowledges Dillard's continued growth in both sales
and operating margins, its improved credit metrics, and Moody's
expectation that Dillard's will be able to maintain credit metrics
appropriate for its Ba2 rating going forward. For the fiscal year
ended February 2, 2013, net sales grew by about 5% to $6.6 billion
from $6.3 billion. Excluding the 53rd week sales grew by about 3%.
This resulted in operating margin reaching 5.8% and EBIT
increasing by nearly 20% to about $470 million.

The following ratings were upgraded:

Corporate Family Rating to Ba2 from Ba3

Probability of Default Rating to Ba2-PD from Ba3-PD

Senior unsecured notes rating to Ba3 (LGD 4, 61%) from B1 (LGD 4,
63%)

Senior subordinated rating to B1 (LGD 6, 95%) from B2 (LGD 6, 95%)

For Dillard's Capital Trust I

Backed preferred stock to B1 (LGD 6, 95%) from B2 (LGD 6, 95%)

Ratings Rationale:

Dillard's Ba2 rating reflects its good credit metrics as a result
of its low level of funded debt which results in modest leverage.
It also reflects Moody's belief that Dillard's continued
improvements in merchandising are driving its sales growth. The
improvements in merchandising along with continued inventory
management by Dillard's have also resulted in a significant
improvement in operating margin. Dillard's operating margin is now
more in line with other industry competitors, albeit at the low
end of the range. Moody's believes the changes Dillard's has made
to merchandising and inventory management should result in
Dillard's operating performance being more predictable going
forward. Dillard's rating is also supported by its very good
liquidity and its sizable portfolio of company owned real estate.

While Dillard's improved credit metrics and good liquidity may be
representative of a higher rating, the rating is constrained by
its regional concentration in the southwest, southeast, and
midwest. This concentration results in Dillard's needing to
maintain credit metrics which are strong for its rating level
going forward. In addition, the rating is also constrained by the
possibility that Dillard's may at some time choose to use its REIT
to raise incremental debt. However, Moody's notes that Dillard's
has been reducing its debt levels over the past ten years. Lastly,
Moody's remains concerned about Dillard's long history of
inconsistent operating performance. Dillard's experienced a
prolonged decline in comparable store sales and sporadic earnings
from 2000 to 2009.

The positive outlook reflects Moody's view that Dillard's
improvement in operating margin will likely be sustained resulting
in modest earnings growth due to sales gains.

Ratings could be upgraded should Dillard's demonstrate a continued
track record of consistent performance including flat to modestly
positive comparable store sales while maintaining its current
operating margins specifically operating margin (excluding Moody's
standard adjustments) of 5.5%. In addition, quantitatively,
ratings would be upgraded should debt to EBITDA remain below 3.25
times and EBITA to interest expense remain above 4.0 times. An
upgrade would also require Dillard's financial policy, including
transactions involving its REIT, being managed such that credit
metrics remain at levels appropriate for a higher rating.

Given the positive outlook, a downgrade is unlikely at the present
time. The outlook could return to stable should Dillard's
experience a decline in either sales or operating margins. Ratings
could be downgraded should operating performance decline such that
debt to EBITDA rises above 4.25 times or EBITA to interest expense
falls below 3.0 times. Ratings could also be downgraded should
Dillard's liquidity become weak or should financial policy become
increasingly aggressive including transferring additional
properties to the REIT.

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

Dillard's, Inc., is a regional department store chain operating
283 retail stores and 18 clearance centers in 29 U.S. states, an
internet store. Dillard's retail stores are concentrated in the
southwest, southeast, and Midwest. The company is headquartered in
Little Rock, Arkansas. Revenues are about $6.6 billion.


EASTMAN KODAK: Closes Exchange Offer with Noteholders
-----------------------------------------------------
As previously reported by the TCR on March 26, 2013, Eastman Kodak
Company and its U.S. subsidiaries entered into a Debtor-in-
Possession Loan Agreement with certain lenders and Wilmington
Trust, National Association, as agent, in an aggregate principal
amount of $848,200,000, consisting of $473,200,000 of new money
term loans and $375,000,000 of junior term loans.

In connection with the Junior DIP Credit Agreement, the Company
also completed its offer to holders of its outstanding 10.625%
senior secured notes due March 15, 2019, and 9.75% senior secured
notes due March 1, 2018, to (i) subscribe for the New Money Loans;
and (ii) exchange Notes for the Junior Loans under the Junior DIP
Credit Agreement.  In connection with the Offer, those holders
funded $450,450,000 of New Money Loans and exchanged notes in the
aggregate principal amount of $375,000,000 for Junior Loans.
Following the completion of the Offer, $375,000,000 aggregate
principal amount of Notes remains outstanding.

                        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.


EDENOR SA: Amends Annual Report for 2011
----------------------------------------
Empresa Distribuidora y Comercializadora Norte S.A. ("Edenor")
filed a third amendment to its annual report on Form 20-F for the
fiscal year ended Dec. 31, 2011, as filed on April 26, 2012, for
the following reasons:

   1. To amend item 3 ("Key Information", pages 5and 6) and Note
      32 to the financial statements ("Summary of Significant
      Differences between Argentine GAAP and U.S. GAAP", pages F-
      121 and F-127) for purposes of revising certain figures in
      order to correct immaterial errors that were made in
      connection with the calculation of the (loss) earnings per
      share and per ADS from both continuing and discontinued
      operations under U.S. GAAP in the Original 20-F, as further
      described on pages 5,6, F-121 and F-127.

   2. To file a complete amended Original 20-F with all of the
      items as required by Form 20-F, along with a currently dated
      and signed signature page and required certifications of the
      CEO and CFO filed as exhibits 12.1, 12.2 and 13.1 to this
      Amendment No. 3.

The Company notes that the amended Original 20-F being filed as
part of this Amendment No. 3 includes the revisions made pursuant
to the Amendment No. 1 to the Original 20-F, which was filed on
Dec. 16, 2012, and the Amendment No. 2 to the Original 20-F, which
was filed on Feb. 7, 2013.

A copy of the amended Form 20-F is available for free at:

                       http://is.gd/F6S7qq

Edenor filed a copy of a letter dated March 11, 2013, addressed to
the Argentine Securities and Exchange Commission containing
excerpt of the minutes No. 365 of the meeting of the Board of
Directors of EDENOR on March 8, 2013, in relation to the approval
of the the annual Financial Statements for the fiscal year ended
Dec. 31, 2012.  A copy of the letter is available for free at:

                       http://is.gd/uEEeRf

                           About EDENOR

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

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

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

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

                             *   *    *

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


EDISON MISSION: Peabody Wants to Compel Decision on Supply Pact
---------------------------------------------------------------
Peabody COAL SALES, LLC, asks the Bankruptcy Court to compel
Midwest Generation LLC to decide whether to assume or reject an
executory contract.

MWG and Peabody are parties to a long-term Coal Supply Agreement
under which MWG has committed to purchase coal from Peabody
through the end of the 2016 calendar year.  The Coal Supply
Agreement obligates MWG to purchase a specified minimum number of
tons of coal per year from Peabody "to be shipped in relatively
even monthly increments."

Upon filing for Chapter 11, MWG made it clear to Peabody from the
outset that it would never assume the Coal Supply Agreement
because it considers the pricing terms under the Coal Supply
Agreement to be prohibitively high.  Additionally, MWG desires to
have complete volume flexibility allowing it to purchase as many
or as few tons of coal as it may desire.

Peabody has attempted to negotiate in good faith with MWG in hopes
of achieving a mutually acceptable resolution of the parties'
long-term relationship so as to minimize the extent of damages
that will result from the Coal Supply Agreement's eventual
rejection.

Lauren Newman, Esq., representing Peabody, tells the Court that
MWG has made abundantly clear from the outset that it ultimately
intends to reject the Coal Supply Agreement because of what it
believes are above-market pricing provisions contained in the
Agreement as well as the lack of volume flexibility it desires.
There does not appear to be any reason why MWG has not already
sought to reject the Coal Supply Agreement other than MWG's
apparent desire to exploit the Agreement's "open" status to exert
additional negotiation leverage over Peabody.

Ms. Newman contends that this purpose does not represent a
legitimate basis for permitting a Chapter 11 debtor to delay the
decision to assume or reject an executory contract.  The breathing
spell afforded under Section 365(d)(2) of the Bankrucptcy Code is
designed to provide Chapter 11 debtors with a sufficient
opportunity to assess whether a particular contract or lease is
necessary and beneficial to the debtors' long-term reorganization
efforts.  In no sense does the foregoing purpose embrace the
notion of a Chapter 11 debtor attempting to utilize Section
365(d)(2)'s breathing spell to extract various concessions from a
non-debtor counterparty.

Ms. Newman notes that it is clear that the ongoing delay in MWG's
rejection of the Coal Supply Agreement imposes an unjustifiable
burden upon Peabody.  Specifically, because the status of the Coal
Supply Agreement remains "open," Peabody cannot comfortably
proceed as if  the Agreement is no longer in effect but, instead,
must maintain appropriate measures to insure that it remains
prepared to fully perform under the Agreement.  Such measures
include making sure that sufficient resources at the North
Antelope Rochelle Mine and Peabody's other Powder River Basin
mines remain appropriately deployed so that the coal specified
under the Agreement can be delivered to MWG.  Clearly, MWG should
not be allowed to continue to require Peabody to bear the
foregoing expenses and lost opportunity costs -- especially, when
MWG is unable to posit any legitimate interest for wanting to
delay the rejection of the Coal Supply Agreement.

Peabody is represented by:

         Lauren Newman, Esq.
         David D. Farrell, Esq.
         THOMPSON COBURN LLP
         One US Bank Plaza
         St. Louis, MO 63101
         Tel: (314) 552-6000
         Fax: (314) 552-7000
         Email: lnewman@thompsoncoburn.com
                dfarrell@thompsoncoburn.com

                       About Edison Mission

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

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

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

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

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

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

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

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


EDISON MISSION: Objects to Bid to Continue Illinois Actions
-----------------------------------------------------------
Edison Mission Energy and its affiliates filed an objection to the
motion to lift automatic stay to allow continuance of proceedings
in Illinois State Court filed by counsel for lead named-plaintiffs
Greg Paraday and Eulalio Bastida.

On January 17, 2012, the Movants filed two class action complaints
against Debtor Midwest Generation, LLC, relating to MWG's
operation of the Crawford Generating Station and the Fisk
Generating Station, two closed and decommissioned coal-fired
electrical generation facilities in Chicago, Illinois.  The
Actions assert claims for negligence, gross negligence, nuisance,
trespass, and strict liability stemming from the alleged invasion
and deposit of particulate coal dust, including fly ash, and other
particulates emitted by the Facilities.  Both Actions seek
monetary damages only.

Before the Petition Date, both Actions were procedurally in their
infancy.  Motions to dismiss the Amended Complaints had not been
fully briefed, let alone decided.  No Answers had been filed.  No
case management orders had been entered setting deadlines for the
completion of fact or expert discovery let alone trial dates.  And
neither case had been certified as a class action.

In addition, in September 2012, MWG closed and began
decommissioning the Facilities.  As a result, the coal-fired
facilities that are the subject of the Actions and that allegedly
"discharge[d] into the open atmosphere chemicals, gases, and
particulates" have now been closed for more than seven months.

On February 15, 2013, the Movants filed the Motion with this Court
seeking relief from the automatic stay under section 362(d) of the
Bankruptcy Code to allow them to proceed with the Actions.

David R. Seligman, Esq., at Kirkland & Ellis LLP, tells the Court
that the lifting the automatic stay would significantly interfere
with the efficient administration of these chapter 11 cases. The
Movants assert that the "Paraday and Bastida putative classes will
include thousands of Plaintiffs" and that "[t]he adjudication of
class action claims is a long and complex process."  Lifting the
automatic stay also would require the Debtors to incur significant
legal costs to defend MWG against the Actions, depleting valuable
resources and potentially diluting the recoveries available to
MWG's stakeholders.  Every dollar spent defending MWG against the
Actions is a dollar that is not available to satisfy the other
creditors of the estates.  In sum, lifting the automatic stay
would result in a significant distraction to the Debtors, force
MWG to expend significant sums of money defending itself in the
Actions, and hinder the ability of the Debtors to proceed with a
successful reorganization plan in a timely manner.

In comparison to the significant harm that lifting the stay will
cause the Debtors, Mr. Seligman asserts that the Movants will
suffer no real harm if the automatic stay remains in place.  In
addition, the Debtors shuttered the Facilities months ago and the
Movants, as expected, cannot allege that a failure to lift the
stay would result in any continuing injuries to potential putative
class members.  Further, since the Amended Complaints do not
contain any requests for injunctive relief, and all that remains
are claims for compensatory damages, the Movants are no different
from any other tort or contract creditor that has a claim against
the Debtors.  There are no special circumstances that elevate
these Actions above any other monetary claim, and in fact lifting
the stay here could lead to a "race to the courthouse" that the
automatic stay is designed to prevent.  Thus, the prejudice to MWG
in lifting the stay far outweighs any hardship to the Movants that
would result from keeping the stay in place.

                       About Edison Mission

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

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

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

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

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

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

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

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


EMISSION SOLUTIONS: Assets Sold to CNG One Source
-------------------------------------------------
NGT News reports that Pennsylvania-based CNG One Source Inc. has
acquired Emission Solutions Inc. (ESI), a company that focuses on
natural gas vehicle (NGV) technology for medium- and heavy-duty
trucks.  The report notes investment banker Equity Partners CRB
began looking for a buyer for the company early this year.

The report notes CNG One Source plans to move ESI's operations to
Erie, Pa., and work with OEMs on new natural gas engines.

According to the TCR's records, Emission Solutions, Inc., filed
for Chapter 11 (Bankr. E.D. Tex. Case No. 12-42530) on Sept. 14,
2012.  It filed the petition pro se.  A copy of the petition is
available at http://bankrupt.com/misc/txeb12-42530.pdf


ENERGY FUTURE: Receives Favorable Tax Ruling From IRS
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Energy Future Holdings Corp., the Texas power plant
owner, announced that it received a ruling from the Internal
Revenue Service that contemplated transactions won't result in
recognition of $23 billion in taxable gains through disposition of
the stock of Energy Future Competitive Holdings Co.  The tax
issues involved a $19 million excess loss account created along
with the 2007 leveraged buyout and a pre-existing $4 billion
deferred intercompany gain.  The IRS ruling helps clear the way
for an eventual bankruptcy restructuring for Texas Competitive
Electric Holdings Co. LLC.

                        About Energy Future

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

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

Energy Future incurred a net loss of $3.36 billion on $5.63
billion of operating revenues for 2012.  This follows net losses
of $1.91 billion in 2011 and $2.81 billion in 2010.

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

The Company said in its Form 10-K for the year ended Dec. 31,
2012, "A breach of any of these covenants or restrictions could
result in an event of default under one or more of our debt
agreements at different entities within our capital structure,
including as a result of cross acceleration or default provisions.
Upon the occurrence of an event of default under one of these debt
agreements, our lenders or noteholders could elect to declare all
amounts outstanding under that debt agreement to be immediately
due and payable and/or terminate all commitments to extend further
credit.  Such actions by those lenders or noteholders could cause
cross defaults or accelerations under our other debt.  If we were
unable to repay those amounts, the lenders or noteholders could
proceed against any collateral granted to them to secure such
debt.  In the case of a default under debt that is guaranteed,
holders of such debt could also seek to enforce the guarantees.
If lenders or noteholders accelerate the repayment of all
borrowings, we would likely not have sufficient assets and funds
to repay those borrowings.  Such occurrence could result in EFH
Corp. and/or its applicable subsidiary going into bankruptcy,
liquidation or insolvency."


EVERYWARE INC: S&P Affirms 'B' Rating on Proposed Merger
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on U.S.-based EveryWare Inc., a manufacturer and
distributor of tableware, including glassware, dinnerware, and
flatware.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating to
EveryWare's $250 million senior secured term loan due 2020 (Anchor
Hocking LLC and Oneida Ltd. are the borrowers).  The recovery
rating is '4', indicating S&P's expectation for average (30% to
50%) recovery in the event of a payment default.  The company
also has proposed a $50 million asset-based revolving credit
facility (ABL; unrated) due in 2018.  EveryWare is expected to
merge with ROI Acquisition Corp., a special-purpose acquisition
company, and following the completion of the transaction will be a
publicly traded company and renamed EveryWare Global Inc.  S&P
understands that the net proceeds from the financing and new
equity from ROI will be used to purchase a portion of equity from
existing owners, retire existing debt at Anchor Hocking LLC and
Oneida Ltd., and to cover fees and expenses.  Monomoy Capital
Partners will remain the majority owner following the merger.  S&P
will withdraw its ratings on EveryWare's existing credit
facilities upon completion of the transaction and repayment of
this debt.

The ratings on EveryWare reflect Standard & Poor's assessment that
the company's financial risk profile is "highly leveraged," given
its significant debt obligations following the merger with ROI
Acquisition Corp. (a special-purpose acquisition company) and
concurrent refinancing, and its very aggressive financial policy
of seeking acquisitions and past dividends to its owners.

"Based on the company's small EBITDA base and high debt levels, we
believe its credit metrics will weaken following the completion of
this transaction," said Standard & Poor's credit analyst Stephanie
Harter.

The ratings also incorporate S&P's view of EveryWare's narrow
product portfolio; its participation in the mature and highly
competitive glassware, dinnerware, bakeware, serveware, and
flatware categories; exposure to commodity costs; and limited
brand and geographic diversity.

The stable outlook reflects S&P's expectation that EveryWare will
reduce leverage from 5.7x (pro forma as of Dec. 31, 2012) closer
to 5x by the end of 2013, while maintaining adequate liquidity and
generating positive free cash flow.  "We expect this reduction to
occur from both EBITDA growth and from excess cash flow payments
on the proposed term loan," said Ms. Harter.


FAIRWEST ENERGY: Deadline for Bids Moved to April 12
----------------------------------------------------
FairWest Energy Corporation on April 4 disclosed that it has
extended the bid deadline of its sale and investment solicitation
process wherein offers are being solicited to restructure or
recapitalize FairWest or acquire its assets (the "SISP") to April
12, 2013.

PricewaterhouseCoopers Corporate Finance Inc. is the financial
advisor of FairWest to work with the Company and
PricewaterhouseCoopers Inc., in its capacity as monitor to solicit
bids.

For more information about the SISP, interested parties can visit
the Monitor's Web site at http://www.pwc.com/car-fec

                      About FairWest Energy

FairWest is a Calgary, Alberta based junior oil and gas company
engaged in the acquisition, exploration, development and
production of crude oil, natural gas and natural gas liquids in
the provinces of Alberta and Saskatchewan.

FairWest an Initial Order on Dec. 12, 2012 from the Court of
Queen's Bench of Alberta granting relief to FairWest under the
Companies' Creditors Arrangement Act ("CCAA") and appointing
PricewaterhouseCoopers Inc. as the monitor.


FIRST BANKS: Reports $25.9 Million Net Income in 2012
-----------------------------------------------------
First Banks, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$25.98 million on $202.56 million of total interest income for the
year ended Dec. 31, 2012, as compared with a net loss of $44.10
million on $233.29 million of total interest income during the
prior year.

The Company's balance sheet at Dec. 31, 2012, showed $6.50 billion
in total assets, $6.20 billion in total liabilities and $299.95
million in total stockholders' equity.

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

                         http://is.gd/vGys3y

                         About First Banks

First Banks, Inc., is a registered bank holding company
incorporated in Missouri in 1978 and headquartered in St. Louis,
Missouri.  The Company operates through its wholly owned
subsidiary bank holding company, The San Francisco Company, or
SFC, headquartered in St. Louis, Missouri, and SFC's wholly owned
subsidiary bank, First Bank, also headquartered in St. Louis,
Missouri.


FIRST FINANCIAL: Incurs $9.4 Million Net Loss in 2012
-----------------------------------------------------
First Financial Service Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss attributable to common shareholders of $9.44 million on
$41.72 million of total interest income for the year ended
Dec. 31, 2012, as compared with a net loss attributable to common
shareholders of $24.21 million on $53.52 million of total interest
income in 2011.  The Company incurred a net loss attributable to
common shareholders of $10.45 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $1 billion in
total assets, $962.69 million in total liabilities and $44.37
million in total stockholders' equity.

Crowe Horwath LLP, in Louisville, Kentucky, said in its report on
the consolidated financial statements for the year ended Dec. 31,
2012, "[T]he Company has recently incurred substantial losses,
largely as a result of elevated provisions for loan losses and
other credit related costs.  In addition, both the Company and its
bank subsidiary, First Federal Savings Bank, are under regulatory
enforcement orders issued by their primary regulators.  First
Federal Savings Bank is not in compliance with its regulatory
enforcement order which requires, among other things, increased
minimum regulatory capital ratios.  First Federal Savings Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action."

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

                        http://is.gd/I7qBJI

                       About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

In its 2012 Consent Order, the Bank agreed to achieve and maintain
a Tier 1 capital ratio of 9.0% and a total risk-based capital
ratio of 12.0% by June 30, 2012.

"At December 31, 2012, the Bank's Tier 1 capital ratio was 6.53%
and the total risk-based capital ratio was 12.21%.  We notified
the bank regulatory agencies that one of the two capital ratios
would not be achieved and are continuing our efforts to meet and
maintain the required regulatory capital levels and all of the
other consent order issues for the Bank," the Company said in its
annual report for the year ended Dec. 31, 2012.


FISKER AUTOMOTIVE: Lays Off 75% of Remaining Workers
----------------------------------------------------
Yuliya Chernova, writing for Dow Jones Newswires, electric-car
maker Fisker Automotive Inc. dismissed 150 of its remaining 200-
employee staff on April 5, according to a person familiar with the
matter.

Dow Jones says Fisker board member Raymond Lane confirmed on
Friday that layoffs are taking place, but he said he didn't know
the exact number of affected employees. Mr. Lane is emeritus
partner at Fisker investor and venture capital firm Kleiner
Perkins Caufield & Byers.

According to Dow Jones, Fisker furloughed 200 U.S. workers in
March for a week to conserve cash, while continuing a long-running
effort to seek buyers or investors that would help it resume
vehicle production that was halted last July. Some of the staff
that were furloughed and brought back in March are now being
dismissed.

According to the Dow Jones report, Fisker said in a statement:
"Our efforts to secure a strategic alliance or partnership are
continuing in earnest, but unfortunately we have reached a point
where a significant reduction in our workforce has become
necessary."

The statement did not say how many employees were dismissed.  It
said it expects to have "retained approximately 25% of our
workforce" at the close of business on Friday.  Last month, the
Company said it had 200 employees.

Dow Jones recounts Fisker has been looking for a large investor or
acquirer, but talks with at least two interested parties fell
apart in March.  The Wall Street Journal reported in March that
Fisker has hired restructuring lawyers at Kirkland & Ellis LLP to
explore a possible bankruptcy-protection filing.

Fisker has raised $1.2 billion in equity from investors and has a
$190 million loan that it owes to the U.S. Department of Energy.
According to Dow Jones, the Company faces an April 22 deadline to
make a payment on the debt to the DOE's Advanced Technology
Vehicles Manufacturing Loan Program.  The report adds Fisker and
the DOE in the past have declined to reveal the precise amount
Fisker owes on April 22.

According to a Washington Examiner report, Fisker was supposed to
receive $529 million, but the DOE declined to pay the full amount
in May 2011 after Fisker fell behind on its targets.  The Examiner
also relates Fisker stopped manufacturing its $100,000 Karma
hybrids in July and has faced a string of trouble with the
products it has made, including recalls and problems with its
lithium ion batteries.

The Company's founder Henrik Fisker resigned in March.


FLABEG SOLAR: Facing Involuntary Bankruptcy Petition
----------------------------------------------------
Flabeg Solar U.S. Corp., a subsidiary of German glass finishing
firm Flabeg GmbH, is the subject of an involuntary bankruptcy
filing April 2.

Flabeg Solar is a mirror manufacturer based in Pennsylvania.

Erich Schwartzel, writing for Pittsburgh Post-Gazette, reports
that Flabeg, which was awarded nearly $20 million in state and
federal tax breaks and grants, ceased production on March 28 and
cannot afford to pay $197,000 that terminated employees say is
owed in severance packages.

According to the report, Robert Lampl, its Pittsburgh attorney,
said Flabeg will "most probably" file for Chapter 11 bankruptcy
but is open to takeover offers.

The report notes the German parent has cut off funding for the
subsidiary, which operated in a 4-year-old, 228,000-square-foot
facility covering more than three acres near the Pittsburgh
International Airport.

According to the report, in a statement released March 29,
Flabeg's parent company in Germany said "the current order and
market situation in the North American solar market does not offer
any prospect of profitably justifying to continue with the Clinton
plant."

                          $9MM in Grants,
                      $10.2MM in Tax Credits

The report also recounts Flabeg received $9 million in grants and
loans for the facility from the state. In early 2009, the company
won $10.2 million in tax credits awarded by the Obama
administration as part of the American Reinvestment and Recovery
Act.  The Recovery Act, also known as the stimulus bill, included
$2.3 billion in such credits for clean energy manufacturing
projects. Flabeg's $10.2 million was the largest clean energy tax
credit awarded to a Pennsylvania company at the time.

According to the report, Flabeg said it has not yet used any of
the $10.2 million in tax credits awarded as part of the American
Reinvestment and Recovery Act because sufficient profits are
required to use them.

                    Workers Seek Severance Pay

The report also relates at least seven former Flabeg employees
have filed a petition in bankruptcy court seeking severance
packages they say are due after termination.  The severances range
from $21,000 to $36,000 each, and in total equal more than
$197,000. The employees are also requesting an unspecified payment
of medical coverage they say is included in the severance deals.

According to the report, Flabeg doesn't have the money to pay the
former employees, said Mr. Lampl, adding that Flabeg expects to
have between $6 million and $7 million in debt. Several vendors
are owed money as well, he said.

The employees are represented by Steven Shreve, Esq.


FREESEAS INC: Fully Satisfies Settlement with Hanover
-----------------------------------------------------
The Supreme Court of the State of New York, County of New York,
entered a revised order on March 20, 2013, approving, among other
things, the fairness of the terms and conditions of an exchange
pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended, in accordance with a stipulation of settlement between
FreeSeas Inc. and Hanover Holdings I, LLC, in the matter entitled
Hanover Holdings I, LLC v. FreeSeas Inc., Case No. 152140/2013.

Hanover commenced the Action against the Company on March 8, 2013,
to recover an aggregate of $1,264,656 of past-due accounts payable
of the Company, plus fees and costs.  The Settlement Agreement
became effective and binding upon the Company and Hanover upon
execution of the Order by the Court on March 20, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on March 20, 2013, the Company issued and delivered to
Hanover 350,000 shares of the Company's common stock, $0.001 par
value, and on March 21, 2013, the Company issued and delivered to
Hanover 390,000 Additional Settlement Shares.

Since the issuance of the Initial Settlement Shares and Additional
Settlement Shares, Hanover demonstrated to the Company's
satisfaction that it was entitled to receive an aggregate of
720,000 Additional Settlement Shares based on the adjustment
formula, and that the issuances of those Additional Settlement
Shares to Hanover would not result in Hanover exceeding the
beneficial ownership limitation set forth above.  Accordingly, (i)
on March 22, 2013, the Company issued and delivered to Hanover
420,000 Additional Settlement Shares and (ii) on March 26, 2013,
the Company issued and delivered to Hanover 300,000 Additional
Settlement Shares pursuant to the terms of the Settlement
Agreement approved by the Order.

The "Calculation Period" expired on March 25, 2013.  Based on the
adjustment formula, Hanover was entitled to receive an aggregate
of 1,472,894 VWAP Shares.  Accordingly, since Hanover had received
an aggregate of only 1,460,000 Initial Settlement Shares and
Additional Settlement Shares, on March 26, 2013, the Company
issued and delivered to Hanover 12,894 additional shares of Common
Stock pursuant to the terms of the Settlement Agreement approved
by the Order.  No additional shares of Common Stock are issuable
to Hanover pursuant to the Settlement Agreement.

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

                         http://is.gd/UCcMKe

                         About FreeSeas Inc.

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

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

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

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


FREESEAS INC: Hanover No Longer Owns Shares at March 26
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Hanover Holdings I, LLC, and Joshua Sason
disclosed that, as of March 26, 2013, they do not beneficially own
any shares of common stock of FreeSeas Inc.  A copy of the
regulatory filing is available at http://is.gd/799O0E

                         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.


FRIENDFINDER NETWORKS: Debt Refinancing Talks with Lenders Ongoing
------------------------------------------------------------------
FriendFinder Networks Inc. on April 1 reported financial results
for the fourth quarter and year ended December 31, 2012.

"FriendFinder Networks continues to focus resources to support and
grow our flagship brands, which are our most profitable
properties, and represent the greatest promise over the long-term.
Our success in becoming more efficient with our marketing spend
has resulted in improved operating margins and an increase in
conversion of members to subscribers.  For example, our conversion
of members to subscribers increased 15% year-over-year," said
Anthony Previte, Chief Executive Officer of FriendFinder Networks.
"Additionally, we were able to achieve $21.9 million in Adjusted
EBITDA for the quarter and $74.7 million for the full year, in
line with our previous guidance.  Going forward, in the near term
we anticipate that we will remain at approximately the same run
rate we achieved during the second half of the year for Adjusted
EBITDA and that additional operational adjustments will allow us
to attract higher credit-quality customers, resulting in a more
stable, revenue base and increasing levels of EBITDA."

"We continue to experience pockets of success throughout our
operations.  Our Live Interactive segment, which currently
represents 29% of total revenues, up from 25% last year, extended
its streak of consecutive quarters of year-over-year revenue
growth to twelve in the fourth quarter.  We have also experienced
additional operational success as a result of our recent
consolidation of our General Audience and Mobile segments.  As
mobile increasingly represents a larger component of casual
dating, we expect to continue to gain traction in this segment.
In fact, over 30% of Adult Dating members and 20% of Live
Interactive members registered via mobile devices."

"Finally, on February 4, 2013, we entered into an extension on the
forbearance agreements with approximately 94% of the holders of
our 14% Senior Secured Notes due 2013 and 100% of the holders of
our Cash Pay Secured Notes due 2013.  We continue to work closely
with our advisors, CRT Capital Group, and our lenders in order to
refinance our debt and remain confident in our ability to achieve
a successful resolution in this matter."

                Fourth Quarter Financial Results

Revenue for the fourth quarter of 2012 was $74.5 million.  Revenue
was negatively impacted by a decrease in affiliate based traffic
and lower resulting internet revenue as the Company continues to
eliminate lower margin co-brands.

Gross profit for the fourth quarter of 2012 was $51.9 million.
Gross profit was negatively impacted by the reduced revenue offset
partially by reduced affiliate expense.

Income from operations for the fourth quarter of 2012 was $17.4
million.

Net loss for the fourth quarter of 2012 was ($9.6) million, or
($0.30) per share.

Adjusted EBITDA for the fourth quarter of 2012 was $21.9 million.

Full Year Financial Results:

Revenue for the year ended December 31, 2012 was $314.4 million.

Gross profit for the year ended December 31, 2012 was $205.4
million.

Income from operations for the year ended December 31, 2012 was
$55.1 million.

Loss from continuing operations was ($35.8) million and loss from
discontinued operations was ($13.6) million.

Net Loss for the year ended December 31, 2012 was ($49.4) million,
or ($1.57) per share.

Adjusted EBITDA for the year ended December 31, 2012 was $74.7
million.

Balance Sheet, Cash and Debt

As of December 31, 2012, the Company had unrestricted cash and
cash equivalents of $16.8 million, compared to $14.6 million at
September 30, 2012.  As of December 31, 2012, the Company had
outstanding principal debt of $521.8 million.  Free Cash Flow per
Share was $0.21 for the fourth quarter ended December 31, 2012.

                   About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

The Company's balance sheet at Sept. 30, 2012, showed $462.18
million in total assets, $629.24 million in total liabilities and
a $167.06 million total stockholders' deficiency.

                           *     *     *

In the Nov. 14, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its rating on FriendFinder Networks Inc.
to 'CC' from 'CCC'.

"The downgrade follows FriendFinder's announcement that it had
reached a forbearance agreement with 85% of the lenders in its
senior secured notes and 100% of the lenders in its second lien
cash pay notes that defers the excess cash flow payments through
Feb. 4, 2013," said Standard & Poor's credit analyst Daniel
Haines.  "The company has decided to preserve liquidity as it
attempts to refinance its debt.  We are withdrawing our ratings at
the company's request."


FUEL DOCTOR: Suspending Filing of Reports with SEC
--------------------------------------------------
Fuel Doctor Holdings, Inc., filed a Form 15 with the U.S.
Securities and Exchange Commission to voluntarily terminate the
registration of its common stock pursuant to Section 12(g) of the
Securities Exchange Act of 1934.  As of March 25, 2013, there were
only 109 holders of the Company's common shares.  As a result of
the Form 15 filing, the Company is suspending its duty to file
reports with the SEC.

                          About Fuel Doctor

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

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

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

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


GEOKINETICS INC: Has Final Loan Approval, Confirmation April 25
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Geokinetics Inc. nailed down $25 million in financing
to sustain the world's second-largest provider of seismic data
until April 25, when there will be a confirmation hearing for
approval of the prepackaged Chapter 11 reorganization plan.

According to the report, the U.S. Bankruptcy Court in Delaware
gave final approval to financing on April 3 after previously
giving preliminary authority for a $15 million loan.  The
financing is provided by some of the noteholders.

The plan calls for holders of $300 million in 9.75% senior secured
notes to take ownership in exchange for debt, for a predicted 70%
recovery.  Before bankruptcy, holders of 85% of the notes voted
for the plan, as did holders of all the preferred stock.  Holders
of $141 million in preferred stock are to receive $6 million in
cash for a 4% recovery, according to the disclosure statement.
Unsecured creditors with up to $13.2 million in claims will be
paid in full.  Existing common stock will be canceled.

                      About Geokinetics Inc.

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.

The Company's balance sheet at Sept. 30, 2012, showed
$415.71 million in total assets, $590.79 million in total
liabilities, $90.72 million in mezzanine equity, and a
$265.80 million total stockholders' deficit.

For the first three quarters of 2012, the net loss was
$64.5 million.  For 2011, there was a $231.2 million net loss on
revenue of $763.7 million.

Geokinetics Inc. and its nine affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-10472) on March 10,
2013, with a prepackaged Chapter 11 plan that converts $300
million of senior secured notes into 100% of the reorganized
Company's common stock.

Akin Gump Strauss Hauer & Feld LLP serves as counsel to the
Debtors; Richards, Layton & Finger, P.A., is co-counsel;
Rothschild Inc. is the financial advisor and investment banker;
UHY LLP is the independent auditor; and GCG, Inc., is the claims
agent and administrative agent.


GLOBALSTAR INC: Enters Into Forbearance Agreement with Noteholders
------------------------------------------------------------------
Globalstar, Inc. on April 1 disclosed that it has entered into a
forbearance agreement with the holders of approximately 78% of its
5.75% Convertible Senior Notes due 2028.

The forbearance agreement is intended to provide Globalstar a
further opportunity to negotiate a restructuring of the Notes.
Under the terms of the forbearance agreement, the holders of
approximately 78% of the Notes have agreed to forbear from
pursuing any remedies with respect to the collection of the Notes,
including, without limitation, declaring an acceleration of the
Notes, until 11:59 p.m. (EDT) on April 15, 2013.  Globalstar and
the holders of the Notes are actively negotiating the terms of a
potential restructuring arrangement of the Notes with the
objective of reaching agreement by the end of the forbearance
period.

Jay Monroe, Globalstar's CEO, said, "The forbearance agreement
demonstrates the Note holders' support for Globalstar and provides
a runway for further discussions towards a mutually agreeable
restructuring of the Notes."

As required by the indenture, Globalstar previously announced an
offer to purchase all of the Notes at par on April 1, 2013, which
offer terminated on March 29, 2013.  Globalstar has been advised
by the trustee for the Notes that holders representing $70,654,000
in principal amount of the Notes (98.4% of the outstanding Notes)
have exercised their rights pursuant to this offer.  Under the
Indenture, Globalstar is required to deposit with the trustee by
11 A.M. on April 1, 2013 cash equal to the purchase price of
$70,654,000 to effect the purchase of the Notes from the
exercising holders. As previously disclosed, Globalstar currently
does not have sufficient funds to pay this purchase price.

In addition, Globalstar has failed to make the required interest
payment of $2,064,365 on the Notes for the six months ended March
31, 2013.  Globalstar's failure to pay this interest by April 30,
2013 would also constitute an event of default under the Notes.

The forbearance agreement is intended to prevent the acceleration
and enforcement of the Notes under the indenture due to the
failure to pay the purchase price or April interest payment.  If
the obligations under the Notes are accelerated, an event of
default may occur under other funded indebtedness of the Company
in an aggregate amount of up to approximately $675,000,000.

Any restructuring arrangement for the Notes is subject to
negotiation and execution of definitive agreements.  Globalstar is
seeking the consent of the lenders under its senior secured credit
facility to this restructuring; however, there is no assurance
such consent will be obtained.  Until definitive agreements are
negotiated in their entirety and executed, and the transactions
contemplated thereby are consummated, there can be no assurance
that any debt restructuring will be completed by the end of the
forbearance period or at all.  If Globalstar is unable
successfully to negotiate and complete a debt restructuring, it
intends to explore other available restructuring and
reorganization alternatives.

                         About Globalstar

Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services.  Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.

                           *     *     *

As reported by the Troubled Company Reporter on June 13, 2012,
Globalstar Inc. announced on May 16, 2012, the decision of the
arbitrators in the commercial arbitration concerning its 2009
satellite manufacturing contract with Thales Alenia Space France.

Although the Company and Thales may agree to other terms,
the arbitrators' ruling requires Globalstar to pay Thales
approximately EUR53 million in Phase 3 termination charges by
June 9, 2012.  The Company disputes the merits of the Award and is
currently considering its options to oppose, seek to vacate, or
otherwise challenge the Award.

On June 11, Globalstar said it did not make payment of the Award
to Thales on or prior to June 9.  As a result, among other things,
the Award has begun to accrue simple interest.  The Company
continues to engage in discussions with Thales in an effort to
reach a consensual resolution.

On May 23, 2012, Thales commenced an action in the District Court
for the Southern District of New York by filing a petition to
affirm the Award.  The Company is currently in negotiations with
Thales in an effort to reach an amicable resolution of their
disputes.  In the event the parties fail to reach such an
agreement, the Company currently intends to move to vacate the
Award.

On the same date that Thales commenced the New York Proceeding,
Thales sent a notice to the agent under the Company's secured bank
facility, pursuant to section 2.3 of a Direct Agreement between
Thales, Globalstar, and the Agent, dated June 5, 2009, notifying
the Agent, among other things, of the Award, that it deems the
failure to pay the Award a default under the Construction
Agreement, and that it is reserving all of its rights under the
Direct Agreement and the Construction Agreement, including the
right to suspend performance under the Direct Agreement, if the
Company's default is not cured within 30 days of receipt of the
Notice.

Pursuant to section 2.3 of the Direct Agreement, Thales must wait
30 days from the date of notice to the Agent before suspending
performance under the Construction Agreement and, if the default
is not cured 30 days after the date of suspension of performance,
Thales may terminate the Construction Agreement in accordance with
its terms.  There can be no assurance that Thales will not seek to
terminate the Construction Agreement before the requisite periods
expire.  Should Thales seek to terminate the Construction
Agreement prematurely, the Company would pursue all of its rights
and remedies, but there can be no assurance that the Company's
interpretation would prevail.

Globalstar and Thales have initiated post-ruling discussions to
seek mutually agreeable solutions on all aspects of the
Construction Agreement and the Award.  No assurance can be given
that the Company will be successful in reaching agreement with
Thales as to the Construction Agreement or the Award.

If the parties are not able to reach a mutually agreeable
resolution, if the Award is confirmed, final, and non-appealable
and thereafter remains unpaid without resolution, or if Thales
terminates the Construction Agreement, there are likely to be
materially negative consequences to Globalstar, including with
respect to its debt agreements, ongoing work with Thales, and
business operations, and Globalstar may be required to consider
strategic alternatives, including, without limitation, seeking
protection under Chapter 11 of the U.S. Bankruptcy Code.


GOLF CLUB AT BRIDGEWATER: Must Hold Auction, District Court Says
----------------------------------------------------------------
The Golf Club at Bridgewater, L.L.C. failed to convince the U.S.
District Court for the Middle District of Florida that it must not
be compelled to conduct an auction of its golf course property.

The Golf Club at Bridgewater is a semi-private golf course off
State Road 33 North, in Lakeland, Florida.  Whitney Bank is a
primary secured lender, who extended $275,000 in loans to the Golf
Club.  The loans were secured by mortgages on the Golf Course
Property, and guaranteed by the Golf Club's principals.

In February 2009, Whitney sued the Guarantors for amounts due
under the guaranty agreements in state court.  The Guarantors
argued that Whitney refused to consolidate the two loans and thus,
accelerated their obligations under the guaranty agreements.
Meanwhile, the state court action impacted negatively on the
Guarantors' willingness to fund the Golf Club's operational
deficits, leading to the Golf Club's subsequent filing of a
Chapter 11 petition on May 20, 2009.

The Golf Club's Third Amended Plan of Reorganization was confirmed
on May 28, 2010.  Under the Plan, the Golf Club proposed to market
the Golf Course Property for 15 months.  If the Property was not
sold in that period, the Golf Club proposes to auction it and
allow Whitney to credit bid.

After failed attempts to sell the Property, Whitney filed a motion
to compel the Golf Club to conduct an auction or allow it to
credit bid according to the Plan.  The Bankruptcy Court granted
the motion to compel and required the Golf Club to (a) conduct an
auction within 45 days from the date of its order; and (b) if the
auction was not conducted in the 45-day period, allow Whitney 10
days in which to exercise its credit bid rights.

The Golf Club challenged the Bankruptcy Court's Order on four
grounds, arguing that:(1) the Bankruptcy Court lacked subject
matter jurisdiction when it entered the Order, (2) the Order
constituted an impermissible modification of the confirmed Chapter
11 plan, (3) the property should have been abandoned rather than
liquidated, and (4) the Order was precluded by the doctrines of
equitable estoppel, collateral estoppel, resjudicata, full faith
and credit, and Rooker Feldman.  The appeals case is captioned THE
GOLF CLUB AT BRIDGEWATER, L.L.C. Appellant v. WHITNEY BANK,
Appellee Case Nos. 8:12-cv-01604-EAK, 8:09-bk-10430 (CED).

On review, District Judge Elizabeth A. Kovachevich finds that the
Bankruptcy Court had jurisdiction to enter its Order, and that the
other arguments raised by the Golf Club are without merit.
Accordingly, the District Court affirmed the Bankruptcy Court
order compelling the auction of the Golf Course Property.

A copy of the District Court's March 22, 2013 Order is available
at http://is.gd/RSBLFbfrom Leagle.com.


GMX RESOURCES: In Chapter 11 to Sell, Expects NYSE Delisting
------------------------------------------------------------
GMX Resources Inc. filed a voluntary petition for reorganization
under Chapter 11 in the U.S. Bankruptcy Court for the Western
District of Oklahoma.  In connection with this petition, GMXR is
pursuing an asset purchase agreement with holders of its Senior
Secured Notes due 2017 who own a majority of these secured notes
to acquire substantially all of the Company's operating assets and
undeveloped acreage.  The Company's joint venture, Endeavor
Gathering LLC, in which the Company owns a 60% membership
interest, is not included in the filing.

Upon finalizing the contemplated asset purchase agreement with the
Principal Senior Secured Noteholders, the sale will then be
subject to a public auction and receipt of competing, and
potentially higher and better offers, pursuant to procedures to be
approved by the Bankruptcy Court.

Over the past year, the Company implemented various strategic
initiatives to increase oil production, improve supply chain and
production efficiencies, and reduce costs to increase cash flow.
While these operating initiatives resulted in some success,
natural gas commodity prices have remained low, and the Company's
oil and gas operations require ongoing additional capital
expenditures.  To meet these financial requirements, the Company
has actively sought financing alternatives to solve its liquidity
needs.  The Company has been unsuccessful in finding any viable
funding solution to meet its long-term liquidity needs.  Based on
discussions with the Company's various creditor groups and advice
from the Company advisors, the Company believes that the rights
and protections afforded under a court-supervised reorganization
process, including access to financing and a proposed sale of the
Company assets, will provide the Company the ability to meet its
immediate financial needs to preserve the value of assets and to
provide for the greatest recovery to its stakeholders.

The Company has obtained a commitment for debtor-in-possession
(DIP) financing from the Principal Senior Secured Noteholders,
which will provide up to $50 million of additional financing to
fund the Company's operating expenses.  Upon approval by the
Bankruptcy Court, the new financing and cash generated from the
Company's ongoing operations will be used to support its business
and the Company's efforts to negotiate and implement a sale of its
assets.

As is customary in cases such as this, the Company has filed
various "first day" motions with the Bankruptcy Court seeking
authority from the Bankruptcy Court that will enable it to
continue business operations without interruption.  The requests
include authority to honor royalty obligations, pay salaries and
provide benefits to employees, and pay ongoing undisputed
obligations to vendors and suppliers, and to approve the DIP
financing.

The Company has notified the New York Stock Exchange of its
Chapter 11 filing and as is customary, GMXR anticipates delisting
procedures to begin which the Company will not contest.
Additional information regarding GMXR's Chapter 11 proceedings can
be found at http://dm.epiq11.com/GMXr by calling 877-854-0023
(within U.S.) or +1-503-597-7711 (outside U.S.)

The Company's financial advisors on the restructuring are
Jefferies LLC, and its legal advisors are Andrews Kurth LLP.

GMXR is an exploration and production company.  The company is
currently developing its Bakken and Three Forks oil shale
resources located in the Williston Basin, North Dakota.  GMXR's
large natural gas resources are located in the East Texas Basin,
primarily in the Haynesville/Bossier gas shale and the Cotton
Valley Sand Formation; where the majority of GMXR's acreage is
contiguous, with infrastructure in place and substantially all
held by production.

                       Event of Default


The bankruptcy filing constitutes an event of default or otherwise
triggered or may trigger repayment obligations under a number of
instruments and agreements relating to direct financial
obligations of the Company.  The Accelerated Financial Obligations
include:

   * Indenture, dated as of Oct. 28, 2009, between the Company and
     The Bank of New York Mellon Trust Company, N.A., as Trustee,
     as amended and supplemented by the First Supplemental
     Indenture thereto dated Oct. 28, 2009, between the Company
     and The Bank of New York Mellon Trust Company, N.A., as
     Trustee, relating to the Company's 4.50% Convertible Senior
     Notes due May 2015.  As of March 29, 2013, there was
     outstanding $48,296,000 aggregate principal amount of the
     Company's 4.50% Convertible Senior Notes due 2015.

   * Indenture, dated as of Feb. 9, 2011, among the Company, the
     subsidiary guarantors named therein and The Bank of New York
     Mellon Trust Company, N.A., as Trustee, as amended and
     supplemented by the First Supplemental Indenture thereto,
     dated as of Dec. 19, 2011, among the Company, the Guarantors
     named therein and The Bank of New York Mellon Trust Company,
     N.A., as Trustee, relating to the Company's 11.375% Senior
     Notes due 2019.  As of March 29, 2013, there was outstanding
     $1,970,000 aggregate principal amount of the Company's
     11.375% Senior Notes due 2019.

   * Indenture, dated as of Dec. 19, 2011, among the Company, the
     guarantors party thereto and U.S. Bank National Association,
     as Trustee and Collateral Agent, relating to the Company's
     Senior Secured Notes Series A due 2017, as amended and
     supplemented by the First Supplemental Indenture thereto,
     dated as of Dec. 7, 2012, among the Company, the guarantors
     named therein and U.S. Bank National Association, as Trustee
     and Collateral Agent, relating to the Company's Senior
     Secured Notes Series B due 2019.  As of March 29, 2013, there
     was outstanding $294,340,000 aggregate principal amount of
     the Company's Senior Secured Notes Series A due 2017 and
     $30,000,000 aggregate principal amount of the Company's
     Senior Secured Notes Series B due 2017.

   * Indenture, dated as of Sept. 19, 2012, between the Company
     and U.S. Bank National Association, as Trustee and Collateral
     Agent., relating to the Company's Senior Secured Second-P
     Priority Notes due 2018.  As of March 29, 2013, there was
     outstanding $51,458,000 aggregate principal amount of the
     Company's Senior Secured Second-Priority Notes due 2018.

The Company believes that any efforts to enforce the payment or
other obligations under these Accelerated Financial Obligations
and other instruments and agreements are stayed as a result of the
bankruptcy filing.

                        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: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: GMX Resources, Inc.
        9400 N. Broadway, Ste. 600
        Oklahoma City, OK 73114

Bankruptcy Case No.: 13-11456

Chapter 11 Petition Date: April 1, 2013

Court: U.S. Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Hon. Sarah A. Hall

Debtors' Counsel:   William H. Hoch, III, Esq.
                    Mark A. Craige, Esq.
                    Roger A. Stong, Esq.
                    L. Mark Walker, Esq.
                    Regan Strickland Beatty, Esq.
                    Christopher M. Staine, Esq.
                    CROWE & DUNLEVY
                    20 North Broadway, Suite 1800
                    Oklahoma City, OK 73102
                    Tel: (405) 239-6692
                    E-mail: hochw@crowedunlevy.com

                         - and -

                    David A. Zdunkewicz, Esq.
                    Timothy A. Davidson, Esq.
                    John Sparacino, Esq.
                    Joseph Rovira, Esq.
                    ANDREWS KURTH, LLP

Debtors' Invesment
Banker & Financial
Advisor:            JEFFRIES LLC

Debtors' Claims &
Noticing Agent:     EPIQ BANKRUPTCY SOLUTIONS, LLC

Total Assets: $281,123,000

Total Liabilities: $458,510,000

The petition was signed by Michael Rohleder, its president.

Debtor-affiliates that separately filed for bankruptcy:

   Debtor                       Case No.
   ------                       --------
Diamond Blue Drilling Co.       13-_____
Endeavor Pipeline Inc.          13-_____

A Consolidated List of the Debtors' Unsecured Creditors Holding
the 30 Largest Unsecured Claims is available at

           http://bankrupt.com/misc/okwb13-11456.pdf




GMX RESOURCES: List of 30 Largest Unsecured Creditors
-----------------------------------------------------
Consolidated List of GMX Resources, Inc. and Its Debtor-
Affiliates' Unsecured Creditors Holding the 30 Largest Unsecured
Claims:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
U.S. Bank                        Senior Secured    $307,094,733
1555 N. Rivercenter Drive        Notes due
Suite #302                       December 2017
Milwaukee, WI 53212
Fax: 414-905-5057

U.S. Bank                        Senior Secured     $54,734,159
1555 N. Rivercenter Drive        Second-Priority
Suite #302                       Notes due
Milwaukee, WI 53212              March 2018
Fax: 414-905-5057

The Bank of New York Mellon      4.50% Convertible  $49,201,550
Trust Company N.A.               Senior Notes due
10161 Centurion Parkway          May 2015
Jacksonville, FL 32256
Fax: 904-645-1921

U.S. Bank                        Senior Secured     $31,425,000
1555 N. Rivercenter Drive        Notes Series B
Suite #302                       due December 2017
Milwaukee, WI 53212
Fax: 414-905-5057

Penn Virgina Oil & Gas LP        Timmins #3HR        $4,323,876
c/o Lillard Wise Szygenda PLLC   Arbitration/
5949 Sherry Lane, Suite 1255     Joint Venture
Dallas, TX 75225                 Financing
Fax: 214-739-2010

Helmerich & Payne                Trade Vendor        $3,669,210
International Drilling Co.
1437 South Boulder Ave.
Tulsa, OK 74119
Tel: 918-742-5531
Fax: 918-742-0237

Cudd Pumping Services Inc.       Trade Vendor        $3,484,549
Dba Cudd Drilling &
Measurement Services
Cudd Energy Services
8032 Main Street
Houma, LA 70360
Tel: 985-853-6550
Fax: 832-295-4555
E-mail: cpinfo@cudd.com

Continental Resources Inc.       Trade Vendor        $3,440,717
PO Box 269091
Oklahoma City, OK 73126
Tel: 405-234-9215
Fax: 405-234-9253

The Bank of New York Mellon      11.375% Senior      $1,998,011
Trust Company N.A.               Notes due
10161 Centurion Parkway          February 2019
Jacksonville, FL 32256
Fax: 904-645-1921

Williams Southern Co. LLC        Trade Vendor        $1,801,825
Attn: Laken McDonald
49 Don Curt Road
Laurel, MS 39440
Tel: 601-428-2214
Fax: 601-649-2292
E-mail: laken@williamsco.net

GX Technology Corporation        Trade Vendor        $1,387,200
2105 Citywest Blvd., Suite 900
Houston, TX 77042
Tel: 713-789-7250
Fax: 713-789-7201

Don and Jeannie Crutcher         Litigation            $929,285
c/o Burner & Pappas LLP          Settlement
3700 West 7th Street
Ft Worth, TX 76107-2536
Fax: 817-332-6619

Regency Intrastate Gas LP        Trade Vendor          $885,000
Attn: Kathy Clemmer
2001 Bryan Street, Ste. 3700
Dallas, TX 75201
Tel: 214-840-5537
Fax: 214-750-1749

Tomye Haynes and                 Litigation            $810,374
John H. Haynes, Jr.              Settlement
et al.
Attn: Burner & Pappas LLP
3700 West 7th Street
Ft Worth, TX 76107-2536
Fax: 817-332-6619

East Texas Exploration LLC       Trade Vendor          $689,197
Attn: Jerry Williams
775 W. Covell Road, Suite 100
Edmond, OK 73003
Tel: 405-562-7356
Fax: 405-471-5223

Weatherford International Inc.   Trade Vendor          $666,790
Attn: Lori V. Graham
c/o Dore Mahoney Law Group P.C.
17171 Park Row, Suite 160
Houston, TX 77084
Fax: 281-200-0751

Pyramid Tubular Products LP      Trade Vendor          $653,198
P.O. Box 203929
Houston, TX 77216-3929
Tel: 281-405-8090
Fax: 281-405-8089
E-mail: pyramid@pyramidtubular.com

Casedhole Solutions Inc.         Trade Vendor          $619,297
1160 Dairy Ashford, Suite 150
Houston, TX 77079
Tel: 903-894-1005
Fax: 903-894-8317

Vision Oil Tools                 Trade Vendor          $467,174
13557 58th St.
Williston, ND 58801
Tel: 701-774-6170
Fax: 307-382-4151
Email: info@visionoiltools.com

MBI Energy Logistics LLC         Trade Vendor          $449,506
12980 35th Street SW
Belfield, ND 58622
Tel: 701-575-8242
Fax: 701-575-4160

Missouri Basin Well Service Inc  Trade Vendor          $418,910
Attn: Sue Berger
Dba MBI Energy Services
12980 35th Street SW
Belfield, ND 58622
Tel: 701-559-1123
Fax: 701-575-4160
Email: sberger@mobasin

Whiting Oil and Gas Corp.        Working Interest      $396,636
Attn: David M. Seery             Owner
PO Box 973539
Dallas, TX 75397-3539
Tel: 303-357-1470
Fax: 303-861-4023

Dual Trucking Inc.               Trade Vendor          $382,721
PO Box 1438
Scott, LA 70583
Tel: 337-261-9133
Fax: 337-234-3646

Blackhawk Energy Services Inc.   Trade Vendor          $374,460
139 Missouri
Bloomfield, NM 87413
Tel: 505-632-5900
Fax: 505-632-6719

JNS Trucking Inc.                Trade Vendor          $371,119
2303 West 50th Street, Suite A
Sioux Falls, SD 57105
Tel: 605-274-8628
Tel: team@jdfinancials.com

Rolfson Oil Inc.                 Trade Vendor          $366,093
PO Box 1257
Watford City, ND 58854
Tel: 701-842-2949
Fax: 866-772-2067

Alfred E. Lacy,                  Litigation            $363,000
AK. Lacy and                     Settlement
Robert Tiller
c/o Thomas H. Brown PLLC
116 North Kilgore Street
Kilgore, TX 75662
Tel: 903-984-0999
Fax: 903-984-2697

Endeavor Gathering LLC           Trade Vendor          $327,280
Attn: Harry Stahl
9400 N. Broadway, Suite 600
Oklahoma City, OK 73114
Fax: 405-600-0600

ConocoPhillips                   Farmout               $300,000
600 N. Dairy Ashford             Agreement
3WL-5070
Houston, TX 77079
Tel: 281-293-1000
Fax: 918-661-5544

Badger Pressure Control LLC      Trade Vendor          $276,700
Attn: Kelly Miller
PO Box 1246
Woodward, OK 73802
Tel: 580-256-9555
Fax: 580-256-9559


GOODRICH PETROLEUM: Series C Stock Issue Gets Moody's Caa3 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Goodrich
Petroleum's proposed Series C Preferred Stock issue. In a related
action, Moody's affirmed Goodrich's Corporate Family Rating  and
Probability of Default Rating at B3 and B3-PD, respectively.

Moody's also affirmed the Caa1 rating on Goodrich's senior
unsecured notes and SGL-3 Speculative Grade Liquidity rating.
Proceeds from the preferred stock issuance will be used to pay
down borrowings outstanding under their revolving credit facility.
The outlook is stable.

"The preferred stock issue will provide much needed liquidity, as
the company continues to drill and develop its Eagle Ford acreage
while testing the potential of its new oil play -- the Tuscaloosa
Marine Shale in Louisiana," commented Arvinder Saluja, Moody's AVP
-- Assistant Vice President, Analyst.

Ratings assigned:

Series C Preferred Stock, Caa2 (LGD6, 99%)

Ratings affirmed:

Issuer: Goodrich Petroleum

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$275 million Senior Unsecured Notes due 2019, Caa1 (LGD4, 69%)

Speculative Grade Liquidity, SGL-3

Ratings Rationale:

Moody's assigned a Caa2 rating to Goodrich Petroleum's (Goodrich)
proposed Series C Preferred Stock issue. In a related action,
Moody's affirmed Goodrich's Corporate Family Rating  and
Probability of Default Rating  at B3 and B3-PD, respectively.
Moody's also affirmed the Caa1 rating on Goodrich's senior
unsecured notes and SGL-3 Speculative Grade Liquidity rating.
Proceeds from the preferred stock issuance will be used to pay
down borrowings outstanding under their revolving credit facility.
The outlook is stable.

"The preferred stock issue will provide much needed liquidity, as
the company continues to drill and develop its Eagle Ford acreage
while testing the potential of its new oil play -- the Tuscaloosa
Marine Shale in Louisiana," commented Arvinder Saluja, Moody's AVP
-- Assistant Vice President, Analyst.

Ratings assigned:

Series C Preferred Stock, Caa2 (LGD6, 99%)

Ratings affirmed:

Issuer: Goodrich Petroleum

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

275 million Senior Unsecured Notes due 2019, Caa1 (LGD4, 69%)

Speculative Grade Liquidity, SGL-3

Ratings Rationale:

The B3 CFR reflects its steady progress toward increasing the
proportion of oil in the production mix, relatively small scale,
and high leverage. The rating is further supported by a large
drilling inventory in the Eagle Ford Shale, a strong hedge
portfolio which will help to support liquidity in the near term as
the company increases its oil focus, and increasing margins as oil
production increases. Because of its highly leveraged financial
position, Goodrich is considered to be weakly positioned in its
rating category.

In its continued transition towards being oilier, Goodrich plans
to focus on drilling its Eagle Ford and Tuscaloosa Marine Shale
acreage and has allocated 85% of its $200 million capital budget
in 2013 to these two plays. Its Eagle Ford operations are
relatively early stage and the Tuscaloosa Marine Shale is a brand
new play, requiring significant capital to develop and produce
from these two areas and underscoring the need to maintain
sufficient liquidity.

The Caa1 note rating reflects both the overall probability of
default of Goodrich, to which Moody's assigns a PDR of B3, and a
loss given default of LGD4-69%. The size of the senior secured
revolver's priority claim relative to the senior unsecured notes
results in the notes being rated one notch beneath the B3 CFR
under Moody's Loss Given Default Methodology. The Caa2 preferred
stock rating reflects the overall probability of default of
Goodrich and a loss given default of LGD6-99%. Certain structural
elements of the preferred stock have led us to assign a 25% equity
credit to the offering, with the remainder considered debt. The
size of both the senior secured revolver's and senior unsecured
notes' priority claims relative to the preferred stock results in
the preferred stock being rated two notches beneath the B3 CFR
under Moody's Loss Given Default Methodology.

Pro forma for the preferred stock issuance, Goodrich will have
adequate liquidity through 2013. Liquidity as of December 31, 2012
consisted mostly of $115 million of availability under a credit
facility with a $210 million borrowing base which matures in July
of 2014. Availability is expected to increase materially after
application of the preferred stock proceeds. Financial covenants
under the credit facility are a current ratio of at least 1.0x,
EBITDAX / interest of at least 2.5x, and debt / EBITDAX of not
more than 4.0x. Moody's expects that the company will remain
within compliance with these covenants. There are no debt
maturities prior to mid-2014, which is when the credit facility
matures and the convertible notes due 2029 become putable at the
option of the holders. Substantially all of the company's assets
are pledged as collateral for the revolving credit facility. Any
asset sales with proceeds in excess of $10 million automatically
reduce the borrowing base. Therefore, depending on usage at the
time, an asset sale may or may not provide additional liquidity to
Goodrich.

The stable outlook incorporates Moody's expectation that 2013
production from Goodrich's Eagle Ford acreage will help to
increase the proportion of oil in the production mix, and that
Goodrich will maintain adequate liquidity as it attempts to
transition into a more oil focused company. Moody's could upgrade
the ratings if the company's debt / average daily production is
expected to be sustained below $30,000 along with an average daily
production rate of at least 20 mboe/d. Moody's could downgrade the
ratings if leverage on production increases to $50,000 for a
sustained period or if liquidity becomes stressed with the
expectation that the revolver availability will be below $75
million for two or more quarters.

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

Goodrich Petroleum is an independent exploration and production
company headquartered in Houston, Texas.


GUITAR CENTER: Incurs $72.2 Million Net Loss in 2012
----------------------------------------------------
Guitar Center Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $72.16 million on $2.13 billion of net sales for the
year ended Dec. 31, 2012, as compared with a net loss of $236.93
million on $2.08 billion of net sales in 2011.  The Company
incurred a $56.37 million net loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $1.81 billion
in total assets, $1.96 billion in total liabilities and a $149.02
million total stockholders' deficit.

                        Bankruptcy Warning

"If our cash flows and capital resources are insufficient to fund
our and Holdings' debt service obligations, we may be forced to
reduce or delay capital expenditures, sell assets or operations,
seek additional capital or restructure or refinance our and
Holdings' indebtedness.  We cannot provide any assurance that we
would be able to take any of these actions, that these actions
would be successful and permit us to meet our and Holdings'
scheduled debt service obligations or that these actions would be
permitted under the terms of our and Holdings' existing or future
debt agreements.  In the absence of such operating results and
resources, we could face substantial liquidity problems and might
be required to dispose of material assets or operations to meet
our and Holdings' debt service and other obligations.  Our senior
secured credit facilities and the indentures that govern the notes
will restrict our ability to dispose of assets and use the
proceeds from the disposition.  We may not be able to consummate
those dispositions or to obtain the proceeds which we could
realize from them and these proceeds may not be adequate to meet
any debt service obligations then due.

If we cannot make scheduled payments on our and Holdings' debt, we
will be in default and, as a result:

   * our and Holdings' debt holders could declare all outstanding
     principal and interest to be due and payable;

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

   * we could be forced into bankruptcy or liquidation.

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

                        http://is.gd/NJfTGe

                        About Guitar Center

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

                           *     *     *

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

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


HAMPTON ROADS: Amends 137.9 Million Shares Resale Prospectus
------------------------------------------------------------
Hampton Roads Bankshares, inc., filed with the U.S. Securities and
Exchange Commission a pre-effective amendment no. 1 to the Form S-
3 registration statement relating to the offer and sale of up to
137,911,169 shares of the Company's common stock, $0.01 par value
per share, and warrants to purchase 757,643 shares of the
Company's common stock, by Carlyle Financial Services Harbor,
L.P., ACMO-HR, L.L.C., and CapGen Capital Group VI LP.

The Company will not receive any proceeds from the sale of the
Securities by the Selling Shareholders.  The Company will,
however, receive cash proceeds equal to the total exercise price
of any warrants that are exercised for cash but will receive no
cash if and to the extent that warrants are exercised pursuant to
the net, or "cashless," exercise feature of the warrants.

The Company's Common Stock is listed on the NASDAQ Global Select
Market under the symbol "HMPR."  On March 25, 2013, the closing
price of the Company's Common Stock on the NASDAQ Global Select
Market was $1.29 per share.  The warrants are not listed on the
NASDAQ Stock Market or any other stock exchange.

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

                        http://is.gd/kChvSO

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.07 billion in total assets, $1.88 billion in total liabilities
and $187.96 million in total shareholders' equity.


HAMPTON ROADS: Combines Seven Bank Branch Locations
---------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced the consolidation of
seven The Bank of Hampton Roads and Shore Bank branch locations
into nearby branches.  These branch consolidations are one
component of the Company's long term strategic plan, known as "One
Bank", which forms the blueprint for the Company's future success.
The strategic framework of "One Bank" provides for the optimal
combination of branches and online/mobile banking technologies,
supported by highly experienced bankers, to offer customers
convenience and high service levels while maintaining an
efficient, competitive cost structure.  After consolidation, the
Company will continue to operate 33 full service strategic branch
locations along with a full suite of the latest technologies
including online, mobile and remote banking products and services.
The Company continues to invest in its electronic banking
technologies, most recently announcing the roll out of its mobile
banking platform as a complement to its branch network, online
banking and remote deposit capture capabilities.

Douglas J. Glenn, the Company's president and chief executive
officer, said, "We continue to drive our strategy to best serve
our customers' evolving banking needs and expectations, with
investments in online and mobile banking to complement our branch
network, along with the addition of talented bankers and continued
efforts to enhance our operating efficiency.  Our goal is to
deliver the right mix of full-service branch locations and online
and mobile banking capabilities, supported by the best bankers, to
allow our customers to bank with us when, where and how they
choose."

As a result of these consolidations, the Company expects to
achieve significant operating expense savings, which the Company
believes will begin to be realized in the third quarter of 2013.
The Company expects to record a charge in the first quarter of
2013 reflecting expenses related to these branch consolidations.
The seven branches span the Company's market area, with one in
Richmond, two in Northeast North Carolina, three in the Hampton
Roads area and one on the Eastern Shore.  The Company will be
notifying each customer of the impacted branches to provide
information on the expected closing date, and the location to
which each branch's bank accounts and services will be
transferred.  Closings are expected to occur in June and July.
The accounts and services in each closed branch will be
transferred to a nearby branch, minimizing the impact on
customers.

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.07 billion in total assets, $1.88 billion in total liabilities
and $187.96 million in total shareholders' equity.


HANDY HARDWARE: Proposes Donlin Recano as Administrative Agent
--------------------------------------------------------------
Handy Hardware Wholesale, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for authorization to employ
Donlin, Recano & Company, Inc., as administrative agent.

In addition, the Debtor has requested to employ Donlin Recano to
serve as the claims and noticing agent in the case.

As administrative agent, Donlin Recano will, among other things:

   1. generate official ballot certification and testify, if
      necessary, in support of the ballot tabulation results;

   2. provide confidential date room, if requested; and

   3. manage and coordinate any distributions pursuant to a
      confirmed plan of reorganization or otherwise.

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

A hearing on April 10, 2013 at 10:30 a.m. has been set.

                  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.
Lowenstein Sandler LLP represents the Committee and Wilson and
Ratledge PLLC serves as its North Carolina counsel.
PricewaterhouseCoopers serves as financial advisor.




HANESBRANDS INC: S&P Raises CCR to 'BB'; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on N.C.-based Hanesbrands Inc. to 'BB' from 'BB-'.  The
outlook is stable.

Additionally, S&P raised its rating on the company's senior
secured debt, including the $600 million revolver, to 'BBB-' from
'BB+', and the company's unsecured debt, including the 6.375%
senior notes and 8% senior notes, to 'BB' from 'BB-'.  The secured
recovery rating remain unchanged at '1', indicating S&P's
expectation for very high (90% to 100%) recovery for noteholders
in the event of a payment default; the unsecured recovery rating
is raised to '3' from '4', indicating S&P's expectation for
meaningful (50% to 70%) recovery for noteholders in the event of a
payment default.

"The upgrade reflects our view that the company's credit metrics
have improved with declining debt levels and modest EBITDA
growth," said Standard & Poor's credit analyst Linda Phelps.

Hanesbrands reduced debt levels with operating cash flow, which
was strong for 2012.  Standard & Poor's calculates leverage
declined to 3.4x fiscal 2012 from 4.2x for fiscal 2011.
Furthermore, S&P' believes leverage could further decline to the
3x area over the next 12 months with additional debt reduction.
As such, S&P forecasts the company's credit measures will remain
in line with its indicative ratios for a "significant" financial
risk profile, which include debt to EBITDA leverage of 3x to 4x
and funds from operations (FFO) to debt cash flow of 20% to 30%.

The ratings on Hanesbrands also reflect S&P's assessment that the
company's business risk profile continues to be "fair," reflecting
the company's good market position and operating scale in the
highly competitive apparel sector and the commodity-like nature of
some of its products.  Hanesbrands has top market positions in
most of the product categories in which it competes.  The company
also enjoys significant operating scale (with roughly $4.5 billion
in revenues), which provides it with operating efficiencies and
the ability to well serve large national retailers.  Operating
efficiency is important, as the company competes in highly
competitive categories, with product quality, service levels, and
price as key competitive factors.

The outlook is stable, reflecting S&P's view that the company's
debt levels will continue to decline and operating performance
will remain relatively stable over the next 12 months,
particularly with lower cotton prices.  "To maintain a stable
outlook, S&P will look for leverage to remain in the 3x to high-3x
range," said Ms. Phelps.


HEALTHWAREHOUSE.COM INC: K. Singer Owns 12.9% Stake at March 20
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Karen Singer and Lloyd I. Miller, III,
disclosed that, as of March 20, 2013, they beneficially own
2,176,015 shares of common stock of HealthWarehouse.com, Inc.,
representing 12.9% of the shares outstanding.  Ms. Singer
previously reported beneficial ownership of 2,174,117 common
shares as of Feb. 1, 2013.  A copy of the amended filing is
available for free at http://is.gd/xgejgv

                      About HealthWarehouse.com

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

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

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

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

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


HERITAGE CONSOLIDATED: Committee Taps Chamberlain as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Heritage
Consolidated LLC asks the U.S. Bankruptcy Court for permission to
retain Chamberlain, Hrdlicka, White, Williams & Aughtry as
counsel, nunc pro tunc to Feb. 15, 2013.

On Feb. 1, 2013, Brian A. Kilmer joined Chamberlain's Houston
office as a shareholder in the firm's bankruptcy, restructuring,
reorganization and creditors' right practice group.  Prior to
joining Chamberlain, Mr. Kilmer was a partner at Okin Adams &
Kilmer LLP, where he served as counsel to the Committee since
Nov. 3, 2010.

The firm's hourly rates are:

   Professional                          Rates
   ------------                          -----
   Brian Kilmer, Shareholder             $375
   Brian Roman, Associate                $305
   Renee Bayer, Associate                $215
   Dana Drake, Legal Assistant           $315

The firm can be reached at:

         Brian A. Kilmer, Esq.
         M. Renee Bayer, Esq.
         CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & AUGHTRY
         1200 Smith, Suite 1400
         Houston, TX
         Tel: (713) 658-1818
         Fax: (713) 658-2553
         E-mail: brian.kilmer@chamberlainlaw.com
                 Renee.bayer@chamberlainlaw.com

                    About Heritage Consolidated

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

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

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

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


HOSTESS BRANDS: Hilco Accepting Bids for Properties by June 12
--------------------------------------------------------------
Frank Witsil, writing for Detroit Free Press, reports that Hostess
Brands Inc. is selling 61 properties.  Northbrook, Illinois-based
Hilco Real Estate, which is advising Hostess in the property sale,
will take offers until June 12.  The properties include
warehouses, retail store fronts, a food distribution center, and a
vacant parcel.

"We're expecting a lively sale process," Hilco Senior Vice
President Joel Schneider said April 5, according to the report.
"We have a lot of interest. We should be selling them all this
summer."

According to the report, the company did not list asking prices.
Descriptions are online at http://www.hostessrealestate.com/

                       About Hostess Brands

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

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

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

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

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

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

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

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


INTERNATIONAL AUTOMOTIVE: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Luxembourg-based global auto supplier International
Automotive Components Group S.A. (IAC) to negative from stable and
affirmed its 'B+' corporate credit rating on the company.

The corporate credit rating on IAC reflects S&P's view of the
company's "aggressive" financial risk profile, with debt to EBITDA
(including S&P's adjustments) that it expects will be about 4x
over the next two years (and nominal free operating cash flow
[FOCF] prospects).  "The company's "vulnerable" business risk
profile reflects its low profitability prospects (mid-single-digit
EBITDA margins), meaningful exposure to volatile commodity costs,
and participation in the volatile and competitive global auto
supplier industry," said Standard & Poor's credit analyst Nishit
Madlani.

S&P's base-case assumptions for 2013 include:

   -- Improving--but still relatively weak--GDP growth in the U.S.
      for 2013, a continuation of the mild European recession
      through 2013, and slower growth in Asian regions;

   -- Sales growth for IAC in the mid-single digits, given its
      planned launch activity in 2013, demand in the North
      American end market growing slightly above its U.S. GDP
      growth rate estimates, and a very slow recovery in Europe;

   -- Nominal improvement in gross margin in the coming years,
      reflecting some improved capacity utilization offset by
      higher raw material costs and potential pressure from
      launch-related costs or inefficiencies in case of major
      delays; and

   -- Low, but positive, free cash flow generation on steady
      earnings expansion, better commercial arrangements with
      certain customers, and capital expenditures at about 3% of
      sales--lower than 2012 levels.

The financial risk profile assessment reflects S&P's view that,
over the long term, IAC's financial policies will remain
aggressive, given its concentrated private-equity ownership.
According to S&P's estimates, leverage will remain between 3.5x
and 4.0x over the next two years (including S&P's adjustments,
mainly for operating leases), with prospects for nominal FOCF
generation.

For the rating, S&P would expect FOCF generation of at least
$30 million to $50 million (or about 5% of debt) over the next two
years to support IAC's ability to balance its business development
needs with capital structure stability.  Given its current
ownership, S&P believes mergers and acquisitions or possible
future distributions to shareholders could absorb free cash flow
and limit any significant debt reduction.

IAC's vulnerable business risk profile assessment reflects a
somewhat limited track record in its current form and its
participation in the volatile and competitive global auto supplier
industry.  As a supplier focused primarily on vehicle interiors,
IAC's business is characterized by high fixed costs, capital
intensity, volatile raw material costs, and intense pricing
pressure from customers and competitors.

S&P's negative rating outlook on IAC reflects its view that there
is at least a one-in-three likelihood of a downgrade over the next
12 months stemming from weaker-than-expected free operating cash
flow prospects relative to S&P's base case.

S&P could lower the ratings if FOCF continues to be negative,
especially in the typically stronger second half of the year, or
if S&P believes debt to EBITDA, including its adjustments,
continues to exceed 4x on a sustained basis, rather than stay flat
or decline.  This could occur as a result of potential increases
in raw material prices, higher capital expenditures to support
growth plans, and potential working capital expansion to support
modest revenue expansion in the year ahead.

Under S&P's base case, it believes sustained operating cash flow
generation toward $30 million to $50 million (or FOCF of about 5%
of adjusted debt) with leverage at 4x or less is commensurate with
S&P's expectations for the rating.  This should support IAC's
ability to balance its business development needs with capital
structure stability over the next 12 months.  Clear progress in
that direction would likely result in an outlook revision to
stable.


JACKSONVILLE BANCORP: Incurs $43 Million Net Loss in 2012
---------------------------------------------------------
Jacksonville Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $43.04 million on $26.25 million of total interest
income for the year ended Dec. 31, 2012, as compared with a net
loss of $24.05 million on $30.74 million of total interest income
in 2011.  The Company incurred a $11.44 million net loss in 2010.

The Company incurred a net loss of $21.82 million on $6.46 million
of total interest income for the three months ended Dec. 31, 2012,
as compared with a net loss of $26.84 million on $7.14 million of
total interest income for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $565.05
million in total assets, $531.48 million in total liabilities and
$33.57 million in total shareholders' equity.

"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%.  As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU.  If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes.  Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally."

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

                        http://is.gd/zPEvQ0

                     About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999, and
provides a variety of community banking services to businesses and
individuals in Jacksonville, Florida.


JOURNAL REGISTER: Sale of Assets to 21st CMH Finalized
------------------------------------------------------
Digital First Media on April 5 announced the sale of the assets of
Journal Register Company and its affiliates to 21st CMH
Acquisition Co. has been finalized.

"We are pleased to have the bankruptcy process behind us and are
looking forward to our Company's future," said John Paton, Chief
Executive Officer of Digital First Media.  "I want to thank the
Court, the Official Creditors Committee, our vendors, our
customers and, most of all, our employees."

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

                       About Journal Register

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

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

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

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

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

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

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

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

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


KINGFISHER AIRLINES: Creditors May Seize, Sell Airline Property
---------------------------------------------------------------
Debi Prasad Nayak and Nupur Acharya at Dow Jones' DBR Small Cap
report that Kingfisher Airlines Ltd.'s creditors may start seizing
and selling its property, an executive with the lead bank in a
lenders' consortium said.

                      About Kingfisher Airlines

Headquartered in Mumbai, India, Kingfisher Airlines --
http://www.flykingfisher.com/-- formerly known as Deccan
Aviation Ltd., served about 35 domestic destinations with a fleet
of more than 40 aircraft, including Airbus jets and ATR 72
turboprops.  It maintained bases in major cities such as Delhi and
Mumbai.

                           *     *     *

Kingfisher Airlines, which has been unprofitable since it was
created in 2005, accumulated losses of $1.9 billion between
May 2005 and June 30, 2012, The Wall Street Journal reported
citing Sydney-based consultant CAPA-Centre for Aviation.  The
airline also owes about $2.5 billion to lenders, suppliers,
leasing companies and investors, the Journal added.

According to The Times of India, the company began showing signs
of weakness in November 2011 when it ran out of money to operate
most of its flights and started reducing its flights to cut cost.
The airline also failed to pay salaries to its employees for a
long time following which the employees went on an indefinite
strike. Its flying license was finally suspended in October 2012,
TOI reported.


LDK SOLAR: Sells Remaining 12 Million Ordinary Shares to Fulai
--------------------------------------------------------------
LDK Solar Co., Ltd., sold the remainder 12,000,000 newly issued
ordinary shares of LDK Solar to Fulai Investments Limited, at a
purchase price of $1.28 per share with an aggregate purchase price
of $15,360,000, pursuant to the share purchase agreement dated
Jan. 21, 2013, as amended and supplemented by the parties.

Pursuant to the terms of the share purchase agreement, Fulai
Investments Limited has the right to designate two non-executive
directors to the LDK Solar board now that the parties have
consummated the transactions pursuant to the agreement.  The net
proceeds will be used for general corporate purposes in LDK
Solar's operations.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio
under a long-term debt agreement as of Dec. 31, 2011.  These
conditions raise substantial doubt about the Group's ability to
continue as a going concern.

LDK Solar's balance sheet at Sept. 30, 2012, showed
US$5.76 billion in total assets, US$5.41 billion in total
liabilities, US$299.02 million in redeemable non-controlling
interests and US$45.91 million in total equity.

LEADER ENERGY: Fails to Meet All Debt Covenants
-----------------------------------------------
Leader Energy Services Ltd. on April 4 disclosed that at December
31, 2012 the Company had $0.7 million drawn on its operating line
and had negative working capital of $7.8 million as compared to
cash of $2.1 million and positive working capital of $6.4 million
as at December 31, 2011.  The significant reduction in working
capital is partially attributed to the reclassification of the
$8.8 million balance outstanding in loans and borrowings to
current liabilities as a result of the Company not meeting all of
its debt covenants.  The Company is required to record the entire
balance outstanding as a current liability, similar to the
reclassification in the second quarter as the lender does not
issue waivers for a twelve month period.  In addition to this
reclassification, the reduction in cash and working capital
reflects the decrease in accounts receivable as a result of lower
operational activity and the collection of amounts owing from
customers.

In March 2013, the Company finalized a credit facility with a
private Canadian asset-based lender.  Proceeds from this facility
were used to retire its previous credit facility with a Canadian
chartered bank and provide funding for working capital purposes.
The new credit facility includes a demand revolving facility of up
to $4.0 million and a demand non-revolving term loan from which
the Company drew the entire $12.0 million.  The initial term of
the credit facility is for a period of 12 months at an interest
rate of 18% per annum with an option to extend for an additional
six month period.  The facility contains no financial covenants,
is subject to normal and customary terms and conditions for a
facility of this kind, and is secured by a first ranking security
interest in all present and after acquired property of the
Company.  The Company has maintained its day-to-day banking at the
Canadian chartered bank along with its outstanding letter of
credit and credit cards.

The disclosure was made in the Company's earnings release for
three and twelve month periods ended December 31, 2012, a copy of
which is available for free at http://is.gd/aJW3JC

Leader Energy Services Ltd. offers well stimulation services
across the Western Canadian Sedimentary Basin (WCSB).  It provides
a full in-house suite of coiled tubing and nitrogen pumping
services.  The Company provides a range of coiled tubing services
with depth capacity to 5,600 meters.  Leader focuses on the
completion and production phases of oil and natural gas wells.
Leader's services include clean-out, plug retrieval, drill-
outs/milling, bit and scraper runs, perforating and fluid
displacement.  It offers all of the nitrogen services, including
pumping down acid, cleaning out wells and purging wells.


LEHMAN BROTHERS: Barclays Wants $800MM More Set Aside for Claims
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Barclays Plc wants an additional $800 million set
aside for its claims when the trustee for the brokerage subsidiary
of Lehman Brothers Holdings Inc. appears in court on April 16
seeking a ruling that an additional $15.2 billion should be deemed
property belonging to customers alone.

According to the report, Barclays and James Giddens, the trustee
for Lehman Brothers Inc., are in the final throes of filing briefs
in the U.S. Court of Appeals from a district court opinion in June
finding that the bankruptcy judge was wrong in requiring the bank
to pay $1.5 billion to the trustee.  When the appeal was
initiated, Mr. Giddens agreed to hold $4.7 billion aside as a
reserve in the event the appellate court decides that Barclays is
entitled to receive more than the bankruptcy court allowed.
Barclays says in papers filed this week in bankruptcy court that
more margin assets are being held by third parties than originally
estimated.  The London-based bank therefore wants the reserve
increased by about $800 million.

At the April 16 hearing, Mr. Giddens will ask the bankruptcy judge
to allocate the $15.2 billion to the fund of customer property.
The property intended for customers is among the $25.7 billion
Giddens is holding.  Mr. Giddens said that settlement with the
Lehman parent and the London subsidiary will allow full payment on
customers' claims.

The Barclay appeal in the court of appeals is Giddens v.
Barclays Capital Inc. (In re Lehman Brothers Holdings Inc.),
12-2328, U.S. Court of Appeals for the Second Circuit (Manhattan).
The Barclay appeal in district court was Barclays Capital Inc. v.
Giddens (In re Lehman Brothers Inc.), 11-6052, U.S. District
Court, Southern District of New York (Manhattan).

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Emails Show Ex-Deutsche Star Wanted Derivatives
----------------------------------------------------------------
Patrick Fitzgerald at Daily Bankruptcy Review reports that former
Deutsche Bank AG star trader Greg Lippmann considered taking on
some of Lehman Brothers' derivatives positions in the days
following the investment bank's September 2008 collapse, a deal
that could have been worth more than $500 million to the
investment bank's creditors, according to newly released e-mails.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEMIC INSURANCE: A.M. Lowers Issuer Credit Rating to 'bb'
---------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb" from "bbb-"
of LEMIC Insurance Company (LEMIC) (Baton Rouge, LA).  Both
ratings have been placed under review with negative implications.

The rating downgrades are the result of the reduction in LEMIC's
risk-adjusted capitalization following volatility in its
underwriting performance in recent years.  The company experienced
significant underwriting losses in 2010 and 2012 and strengthened
its loss and loss adjustment expense reserves at year-end 2012.
These factors contributed to a sharp decline in LEMIC's
policyholder surplus in 2012, which resulted in elevated
underwriting leverage measures and risk-adjusted capitalization
that is no longer supportive of its previous rating level.

The under review status reflects LEMIC's 2012 results, which were
significantly worse than projected.  The ratings will remain under
review pending the conclusion of discussions between A.M. Best and
LEMIC's management regarding actions being considered to
strengthen the company's financial condition in the near term.

The negative implications reflect A.M. Best's concerns regarding
the potential for additional deterioration in LEMIC's financial
condition should management fail to execute these actions.  If the
capital weakness exhibited in LEMIC's year-end 2012 filings is not
remedied in the near term, there would likely be further downward
pressure on its ratings.


LIFECARE HOLDINGS: Court Approves Sale to Senior Lenders
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
proposed transaction between LCI Holdco, LLC, the parent company
of LifeCare Holdings Inc., and Hospital Acquisition, LLC, for the
sale of substantially all of LCI assets.  Hospital Acquisition,
LLC, is a vehicle formed and supported by LifeCare's senior
secured lenders and has been the stalking horse purchaser in the
Company's pending Chapter 11 cases.  The transaction is expected
to close this summer pending regulatory approvals and the
satisfaction of customary closing conditions.

"We will emerge from this process as a stronger organization with
a viable, sustainable capital structure," said LifeCare Holdings
Chairman and Chief Executive Officer Phillip B. Douglas.
"Throughout this process, our clinical teams have remained
singularly focused on the care of our patients.  I commend our
employees across the country for their unwavering commitment
quality care, and to the patients and communities they serve."

Silver Point Capital, one of LifeCare's senior secured lenders,
expressed confidence in the Company's growth strategy once the
transaction is complete.  "The Company's clinical excellence is
now supported by a much stronger balance sheet, and they are well
positioned to emerge from this process as the nation's leading
provider of long term acute care."

The Bankruptcy Court also approved an Interim Management Agreement
between wholly-owned LCI subsidiary Complex Care Hospital of Idaho
and Vibra Hospital of Boise, LLC, an affiliate of Vibra
Healthcare, LLC, an operator of Long Term Acute Care (LTAC)
hospitals and inpatient rehabilitation hospitals.  Under the terms
of the management agreement, Vibra now assumes day-to-day
operations of the Boise hospital as LifeCare continues its
responsibilities for billing, collections and payment of
employees.

Additionally, the Court scheduled a hearing for May 7th to
consider the proposed sale of substantially all CCHI assets to the
Vibra affiliate.  Pending Bankruptcy Court and regulatory
approvals, and the satisfaction of customary closing conditions,
the transaction is expected to close this summer.

Operations at all LifeCare subsidiaries continue in the ordinary
course as the company prepares to emerge from the bankruptcy
process.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LifeCare previously said the sale likely won't be
completed until July, given the need for regulatory approvals.
The company also said the Chapter 11 case will "most likely" be
converted to liquidation in Chapter 7 following the sale.  There
were no bids to compete with the offer from the lenders, who were
owed about $355 million on a secured credit facility with JPMorgan
Chase Bank NA as agent.

                     About LifeCare Hospitals

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

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

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

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

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

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


LODGENET INTERACTIVE: Terminates Offerings Under Plans
------------------------------------------------------
LodgeNet Interactive Corporation filed post effective amendments
to its Form S-8 registration statements registering:

   (a) 926,792 shares of the Company's common stock, par value
       $0.01 per share, reserved for issuance pursuant to stock
       options related to the Company's Key Employee Compensation
       Agreements;

   (b) 250,000 shares of the Company's common stock, par value
       $0.01 per share, reserved for issuance pursuant to the
       Company's Stock Option Plan;

   (c) 1,550,000 shares of the Company's common stock, par value
       $0.01 per share, reserved for issuance pursuant to the
       Company's Stock Option Plan;

   (d) 50,000 shares of the Company's common stock, par value
       $0.01 per share, reserved for issuance pursuant to the
       Company's 401(k) Plan;

   (e) 900,000 shares of the Company's common stock, par value
       $0.01 per share, reserved for issuance pursuant to the
       Company's 2003 Stock Option and Incentive Plan;

   (f) 500,000 shares of the Company's common stock, par value
       $0.01 per share, reserved for issuance pursuant to the
       Company's Stock Option Plan;

   (g) 600,000 shares of the Company's common stock, par value
       $0.01 per share, reserved for issuance pursuant to the
       Company's 2003 Stock Option and Incentive Plan; and

   (h) 750,000 shares of the Company's common stock, par value
       $0.01 per share, reserved for issuance pursuant to the
       Company's 2003 Stock Option and Incentive Plan.

On Dec. 30, 2012, the Company entered into an Investment Agreement
with Colony Capital, LLC, and its affiliate, Col-L Acquisition,
LLC, and certain other investors, pursuant to which Colony and
those other investors will invest $60 million of new capital in
the Company, with an option to invest up to an additional $30
million to support a proposed recapitalization of the Company.
Pursuant to the terms of the Investment Agreement, on Jan. 27,
2013, the Company and all of its direct and indirect domestic
subsidiaries filed a voluntary petition for reorganization under
Chapter 11 of Title 11 of the United States Code in the United
States Bankruptcy Court for the Southern District of New York, in
the proceeding titled In re: LodgeNet Interactive Corp., et al.,
Case No. 13-10238.  The Bankruptcy Case was filed in order to
effect the Company's pre-packaged plan of reorganization, which is
based on the recapitalization to be effected under the Investment
Agreement.

Upon the closing of the recapitalization transactions contemplated
by the Investment Agreement and the Plan, among other things, all
of the capital stock of the Company issued, or outstanding as of
the date immediately prior to the Closing, will be cancelled
without receiving any distribution, and the Company will issue to
Colony and the other investors, or their designees, shares of new
common stock of the Company representing 100% of the issued and
outstanding shares of New Common Stock as of the date of the
Closing.  The Closing of the Transactions is subject to various
closing conditions, including, among others, bankruptcy court
confirmation of the Plan.

On March 7, 2013, the Bankruptcy Court entered an order confirming
the Plan.  The Plan provides that it will become effective upon
the completion of certain conditions precedent, including other
closing conditions under the Investment Agreement.  The Company
expects that all those closing conditions will be met and the
Closing of the Transactions will occur on or before April 1, 2013.

As a result of the Plan becoming effective on the Closing, the
outstanding common stock of the Company will be cancelled, the
stock, stock options and agreements will be terminated, and the
offering pursuant to the Registration Statement will be
terminated.  In accordance with undertakings made by the Company
in the Registration Statement to remove from registration, by
means of a post-effective amendment, any of the securities which
remain unsold at the termination of the offering, the Company
removes from registration the securities registered but unsold
under the Registration Statement.

                          About LodgeNet

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

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

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

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

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


MECHEL OAO: Lenders Okay Credit Facility Waivers & Amendments
-------------------------------------------------------------
Mechel OAO on April 4 disclosed that it has reached an agreement
with an international syndicate of lender banks on getting
approval for waivers and amendments to certain major credit
facilities.

Mechel's talks with over 25 leading international and Russian
banks regarding some financial covenants its subsidiary Mechel
Mining expected to breach under its US$1 billion pre-export
facility due to uncertain market conditions and a period of
decline in market prices for its products, were successfully
completed in a very short time.

Lenders reconfirmed their long-standing and full support through
their agreement to the waivers and changes to financial covenants
for 2013, as well as certain changes to the financial covenants.
The changes to these parameters will increase Mechel Group's
financial and operational flexibility, which is important
considering volatility on key financial and commodity markets.

"The international bank syndicate's decision once again confirms
their high trust in Mechel Group as a quality borrower despite
volatility on our key markets.  By their agreement, the lenders
demonstrated Mechel their support for its development strategy,
where ongoing deleveraging measures are a key part.  It must also
be noted that the agreement with the international lender bank
syndicate will enable the Group to continue implementing several
key large-scale investment projects announced earlier, aimed at
consolidating its leading positions in mining and steelmaking,"
Mechel OAO's Chief Financial Officer Stanislav Ploschenko said.

Mechel OAO is a Russian mining and metals company.  Its business
includes four segments: mining, steel, ferroalloy and power.
Mechel unites producers of coal, iron ore concentrate, nickel,
ferrochrome, ferrosilicon, steel, rolled products, hardware, heat
and electric power.  Mechel products are marketed domestically and
internationally.


MEDIMEDIA USA: Moody's Reviews 'Caa1' CFR for Possible Upgrade
--------------------------------------------------------------
Moody's Investors Service placed MediMedia USA, Inc.'s Caa1
Corporate Family Rating on review for upgrade due to the proposed
refinancing of all of its debt which would push out the company's
debt maturities and Moody's expects would provide cushion within
financial covenants. The Caa1-PD Probability of Default Rating was
also placed on review for upgrade.

Upon closing of the transaction and review of final documentation,
Moody's expects to raise the CFR to B3 from Caa1 and the outlook
would be changed to stable.

The proposed $210 million 1st lien term loan and $25 million
revolver were assigned B2 facility ratings and the $100 million
second lien was assigned a Caa2 facility rating, based off of a
higher B3 CFR at the close of the review. The B2 rating on the
existing revolver and term loan facility as well as the Caa2
rating on the outstanding senior subordinated notes were
unchanged.

Moody's expects to withdraw the existing instrument ratings upon
completion of the transaction. If the proposed transaction is
unsuccessful, the rating would be taken off review and the
existing ratings (including the Caa1 CFR) would likely be affirmed
at current levels.

Moody's took the following ratings actions:

MediMedia USA, Inc.

Corporate Family Rating, Caa1 on review for upgrade

Probability of Default Rating, Caa1-PD on review for upgrade

New $25 million revolver maturing 2018 assigned a B2 (LGD3-34%)

New $210 million 1st lien term loan maturing 2018 assigned a B2
(LGD3-34%)

New $100 million 2nd lien term loan maturing 2019 assigned a Caa2
(LGD5-86%)

Existing Senior Secured Bank Credit Facility

$36.5 million Tranche A-2 Revolving Loan maturing August 2014,
unchanged at B2 (LGD2-24%)

$0.6 million Tranche B-1 Term Loan maturing October 2013,
unchanged at B2 (LGD2-24%)

$128.6 million Tranche B-2 Term Loan maturing August 2014,
unchanged at B2 (LGD2-24%)

Senior Subordinated Notes maturing November 2014, unchanged at
Caa2 (LGD-5, 78%)

Outlook, on review for possible upgrade changed from outlook
negative

Ratings Rationale:

The proposed transaction would extend the company's debt maturity
from 2014 to 2018 and 2019 and raise the amount of revolver
availability to the company. As part of the transaction,
MediMedia, LLC, the operating group that includes its struggling
MediMedia Health division (MMH), would be moved to an unrestricted
subsidiary that would not be part of the lender group and would be
limited to the amount of cash it could receive from the borrowing
group. Moody's expects the company to attempt to raise an ABL
facility at MMH as an additional source of liquidity for that
division. Excluding MMH from the restricted group is expected to
enhance the free cash flow of the borrowing group and remove some
of the volatility in performance, although the lender group would
not benefit if MMH's performance improves over time. Total debt
would increase by $11 million from the transaction.

MediMedia's total leverage level has improved from 7x as of Q2
2012 (including Moody's standard adjustment for lease expenses) to
5.6x as of Q4 2012 following improvements in EBITDA growth and the
removal of MMH from the restricted group. Total leverage pro-forma
for the transaction would be 5.8x at year end 2012 due to the $11
million increase in debt. Over the same time period, interest
coverage has improved from 1.7x to 1.9x aided by better
performance and the removal of MMH. Moody's anticipates operating
performance to gradually improve in 2013 led by modest revenue
growth which will be helped by relatively high levels of capex
spends and the benefits of aggressive cost cutting achieved in
2012. Its largest division, Krames Staywell, will need to
carefully manage the transition from print to digital, however.
The new transaction is expected to address MediMedia's debt
maturity, covenant, and liquidity issues that challenged the
company and allow additional time and liquidity to attempt to
improve results further. As performance improves, Moody's
anticipates that the sponsor will look to exit its investment in
the company that could lead to a sale of the company either in
parts or the company as a whole.

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

With its headquarters in Yardley, Pennsylvania, MediMedia USA,
Inc. (MediMedia) provides health information and services that
inform consumers, physicians, and other healthcare decision
makers. Its annual consolidated revenue is approximately $275
million as of December 31, 2012 (including MMH). The company is
primarily owned by Vestar Capital Partners.


MF GLOBAL: Files Revised Plan Supplement; OEM Drops Plan Objection
------------------------------------------------------------------
MF Global Holdings Ltd. will borrow $80 million in senior secured
credit facility to finance its liquidation, according to the
revised exit facility agreement filed by the company on April 4.

In the original exit facility agreement, the lenders committed to
only provide $70 million to fund the liquidation of MF Global's
assets.

MF Global also filed with the U.S. Bankruptcy Court for the
Southern District of New York a revised trust agreement called the
"MF Global Plan Trust" that will aid and implement its proposed
liquidation plan, and a revised list of pre-bankruptcy contracts
that will be assumed by the company as part of the plan.

The revised documents are available without charge at
http://is.gd/VdFvd6

Meanwhile, Occidental Energy Marketing Inc. dropped its objection
to the liquidation plan, which will be considered for approval by
the bankruptcy court at the April 5 hearing.  The commodities
customer has previously expressed concern that a cash reserve
won't be established on account of its claim.

                          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: Trustee Blames Former CEO for Collapse
-------------------------------------------------
MF Global Holdings Ltd.'s trustee said a risky trading strategy
and "negligent conduct" by former CEO Jon Corzine and his
management led to the company's collapse.

A 174-page report released on April 4 by Louis Freeh details how
Mr. Corzine and his top managers initiated an "aggressive trading
strategy," investing heavily in European sovereign debt.

The report says the management was advised by MF Global's chief
risk officer to stop investing in European sovereign debt
following the deterioration of European economy during the summer
of 2011.

The management, however, ignored this advice and searched for
additional sources of liquidity to support the trading strategy,
the report says.

While the difficult economic climate at the time and other factors
may have accelerated MF Global's failure, the risky business
strategy and conduct by Mr. Corzine and his management contributed
to the company's collapse, according to the report.

Mr. Freeh estimates the losses to MF Global and its finance unit
were from $1.5 billion to $2.1 billion.

A copy of the April 4 report is available without charge at
http://is.gd/70gnuE

                          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.


MIDSTATES PETROLEUM: Moody's Affirms 'B3' CFR; Outlook Positive
---------------------------------------------------------------
Moody's Investors Service affirmed Midstates Petroleum Company,
Inc.'s B3 Corporate Family Rating and Midstates' and co-issuer
Midstates Petroleum Company LLC's Caa1 senior unsecured notes
rating. The outlook is changed to stable from positive.

The affirmation and outlook change are the result of Midstates'
April 1 announcement that it had agreed to purchase a portfolio of
producing properties approximating 140,000 net acres in the
Anadarko Basin for $620 million in a largely debt financed
transaction.

"The acquisition of the Anadarko Basin properties will
significantly expand Midstates' reserve base and production
levels, and further diversify the geographic scope of the
company's operations," commented Andrew Brooks, Moody's Vice
President. "However, the increase in debt to finance this
acquisition will approximately double Midstates' outstanding debt
levels, delaying the deleveraging of the company's balance sheet,
prompting the change in the outlook to stable from positive."

Affirmations:

Corporate Family Rating, B3

Senior Unsecured Notes Rating, Caa1, (LGD4 -- 64%)

Probability of Default Rating, B3-PD

Ratings Rationale:

The B3 CFR reflects Midstates' relatively small size; its fourth
quarter 2012 production rate averaged 15,600 barrels of oil
equivalent (Boe) per day following its October acquisition of
privately held Eagle Energy Production, LLC (Eagle, not rated).
Proved reserves tripled to 75.5 million Boe (37% proved developed,
69% liquids), largely a function of the acquisition. The
acquisition of Eagle in addition to debt financing the outspending
of cash flow, increased Midstates' debt on production in the
fourth quarter to approximately $45,000 per Boe of average daily
production, the extent to which Midstates is levered to this
degree is also factored into its rating. Offsetting these
negatives is the attractive cash margins generated by the 69% of
Midstates' production that is liquids, which in 2012 on an
unlevered basis exceeded $42.00 per Boe.

On April 3, Midstates announced that it would acquire a portfolio
of producing properties in the Anadarko Basin from a private
seller (the Panther Energy Company, LLC assets) for $620 million
in cash. Midstates intend to issue $100-$125 million of equity
with the balance raised as debt to finance the acquisition.
Production from the 140,000 net acquired acres approximated 8,000
Boe per day, about two-thirds of which was liquids. Proved
reserves acquired are estimated to approximate 36.4 million Boe
(45% crude oil and 21% natural gas liquids; 34% proved developed
producing), a pro forma increase in the company's total proved
reserves to 111.9 million Boe. While the acquisition will increase
Midstates' 2013 production by over 50% and further add to basin
diversity, Moody's estimates that the largely debt financed
transaction will increase Midstates' debt leverage to over $50,000
per Boe of average daily production. The positive outlook had
assumed a modest delevering of Midstates' balance sheet, a trend
now reversing in the wake of this latest acquisition. Moreover,
while Midstates appears to have successfully integrated its
October acquisition of Eagle, the acquisition of the Panther
assets will once again test its ability to manage the execution
risk posed by this large transaction.

The SGL-3 rating reflects Moody's view of adequate liquidity
through 2013. The out-spending of cash flow in 2012, which totaled
$285 million, and the Eagle acquisition essentially were funded
with the proceeds of Midstates' April 2012 IPO and a $600 million
notes issue in October 2012. At December 31, Midstates had
borrowed $94 million under its $285 secured borrowing base
revolving credit facility. As a function of the pending Panther
assets acquisition, Midstates expects an increase in its revolving
credit borrowing base to $425 million, which together with the
acquired cash flow should be sufficient to fund the cash flow
deficit expected to be generated by 2013's $420-$450 million
capital spending budget (pre-acquisition). Midstates' revolving
credit facility is scheduled to expire in October 2017, and is
secured by substantially all of the company's oil and natural gas
properties. Revolver covenants include a minimum current ratio and
maximum debt/EBITDA, with which the company was in compliance at
December 31, 2012.

Midstates' stable outlook reflects its growing size and basin
diversity, and the assumption that it can manage the execution
risk around another large acquisition in a manner that continues
to propel its growth forward without an over-reliance on
aggressive utilization of debt. The rating could be downgraded if
Midstates fails to execute on its growth objectives such that
production fails to grow beyond a base of 25,000 Boe per day, if
attaining this higher production is done so at materially higher
costs, should liquidity concerns emerge over the course of growing
its production or should Midstates fail to reduce debt below
$45,000 per Boe of average daily production. An upgrade could be
considered if Midstates successfully executes on the Panther
assets acquisition, production approaches 30,000 Boe per day and
debt on production falls below $40,000 per Boe.

The Caa1 rating on the $600 million senior unsecured notes
reflects both the overall probability of default of Midstates, to
which Moody's assigns a PDR of B3-PD, and a Loss Given Default of
LGD 4 (64%). The notes are subordinated to the senior secured
credit facility's potential priority claim to the company's
assets. The size of the potential senior secured claims relative
to the senior unsecured notes results in the senior notes being
rated one notch below the B3 CFR under Moody's Loss Given Default
Methodology.

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

Midstates Petroleum Company, Inc. is an independent exploration
and production company headquartered in Houston, Texas.


MILACRON HOLDINGS: S&P Lowers Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Milacron Holdings Inc. and its issue-
level rating on subsidiary Milacron LLC's senior secured notes to
'B' from 'B+'.  S&P revised the recovery rating on this debt to
'3' from '4', indicating its expectation for meaningful recovery
(50% to 70%) in the event of payment default.  S&P also removed
the ratings from CreditWatch, where it placed them with negative
implications on Feb. 12, 2013.  The outlook is stable.

At the same time, S&P affirmed its 'B' issue-level rating on
Milacron LLC's $245 million senior secured term loan.  The
recovery rating on this debt is '3'.  S&P also affirmed its 'B-'
issue rating on Milacron LLC's $465 million senior unsecured
notes.  The recovery rating on this debt is '5', indicating S&P's
expectation for modest recovery (10%-30%) in the event of a
payment default.

The rating actions follow the completion of Milacron's acquisition
of Mold-Masters Ltd.  "We believe that the acquisition enhances
Milacron's business position by adding a portfolio of higher
margin, technologically engineered products to the company's
portfolio and further balancing the company's footprint toward
higher growth end markets and regions," said Standard & Poor's
credit analyst Gregoire Buet.  S&P expects the acquisition will
result in increased overall profitability and contribute to
improved revenue stability and growth prospects.  S&P expects pro
forma EBITDA margins will be in the mid-teens, up from the low
teens.  These margins would compare well with other rated
providers of plastics processing machinery and components, such as
Germany-based KrausMaffei, but remain below those of Canada-based
Husky International.

Although business stability should benefit from increased
aftermarket and consumable exposure, about one-third of Milacron's
business will remain exposed to the high cyclicality and price
competition of the original equipment market.  S&P continues to
assess the business risk profile as "weak."  Successful
integration, margins that improve to the upper mid-teens, and
demonstrated reduced cyclicality of the business could, over time,
support a stronger business risk profile assessment.  Private
equity sponsor CCMP Capital owns Milacron, and S&P views
management and corporate governance as "fair."

For the next two years, S&P has assumed the following:

   -- Organic revenue growth in the mid-single digits, with the
      Milacron legacy business growing at global GDP rates and
      Mold-Master businesses continuing to exceed global GDP by a
      couple of percentage points as the penetration of hot runner
      technology continues to increase; and

   -- Post-acquisition EBITDA margins of about 15%, with potential
      upside from identified cost synergies.

S&P characterizes Milacron's financial risk profile as "highly
leveraged."  This reflects pro forma debt to EBITDA (adjusted to
include operating leases and pension liabilities) close to 6x, as
well as funds from operations to total debt of less than 10% and
EBITDA to interest coverage of 2.0-2.5x.  S&P expects gradual
improvement in these measures in 2013 and 2014 through a
combination of debt reduction and profit expansion, but S&P
believes leverage could remain above 5x over that period.

The stable outlook reflects S&P's expectations that credit
measures will gradually improve through 2014 because of debt
reduction and profit expansion, but that leverage will likely
remain above 5x debt to EBITDA during that time.

S&P could lower the ratings if a decline in industrial production
and capacity utilization at key customers, such as packaging
companies, causes revenues to contract by more than 10% and
margins to fall below 13% or if integration issues lead to margin
erosion because these events could cause leverage to remain at or
exceed 6x and limit free cash flow generation.

S&P could raise the rating if the company successfully integrates
Mold-Masters, leading to sustainable growth, margin expansion, and
some debt reduction, such that leverage improves to less than 5x.


MOMENTIVE PERFORMANCE: Fails to Satisfy Credit Incurrence Tests
---------------------------------------------------------------
Momentive Performance Materials Inc. on April 1 disclosed that the
Company failed to satisfy certain incurrence tests under the
credit agreement governing its senior secured credit facility.

The instruments that govern the Company's indebtedness contain,
among other provisions, restrictive covenants (and incurrence
tests in certain cases) regarding indebtedness, dividends and
distributions, mergers and acquisitions, asset sales, affiliate
transactions, capital expenditures and, in one case, the
maintenance of a certain financial ratio.  Payment of borrowings
under the Company's senior secured credit facility and notes may
be accelerated if there is an event of default as determined under
the governing debt instrument.  Events of default under the credit
agreement governing the senior secured credit facility include the
failure to pay principal and interest when due, a material breach
of representation or warranty, most covenant defaults, events of
bankruptcy and a change of control.  Events of default under the
indentures governing the notes include the failure to pay
principal and interest, a failure to comply with covenants,
subject to a 30-day grace period in certain instances, and certain
events of bankruptcy.

The financial maintenance covenant in the credit agreement
governing the senior secured credit facility provides that at any
time that loans or letters of credit are outstanding (and not cash
collateralized) under the Company's revolving credit facility the
Company is required to maintain a specified net first-lien
indebtedness to Adjusted EBITDA ratio, referred to as the "Senior
Secured Leverage Ratio".  Specifically, the ratio of the Company's
"Total Senior Secured Net Debt" (as defined in the credit
agreement governing the senior secured credit facility) to
trailing twelve-month Adjusted EBITDA (as adjusted per the credit
agreement governing the senior secured credit facility) may not
exceed 5.25 to 1 as of the last day of any fiscal quarter.  If the
Company enters into the ABL Facility and the Cash Flow Facility,
it will be subject to the same Senior Secured Leverage Ratio
maintenance covenant pursuant to the terms of the Cash Flow
Facility, but it will not be subject to such covenant for the
first year following our entry into the Cash Flow Facility.  On
December 31, 2012, the Company was in compliance with the Senior
Secured Leverage Ratio maintenance covenant.

If the Company enters into the ABL Facility, the financial
maintenance covenant in the agreement governing the ABL Facility
is expected to provide that if the Company's availability under
the ABL Facility is less than the greater of (a) 12.5% of the
lesser of the borrowing base and the total ABL Facility
commitments at such time and (b) $30 million, the Company is
required to have an Adjusted EBITDA to Fixed Charges ratio
(measured on a last twelve months, or LTM, basis) of at least 1.0
to 1.0 as of the last day of any fiscal quarter.  The Fixed Charge
Coverage Ratio under the agreement governing the ABL Facility is
expected to be defined as the ratio (a) of Adjusted EBITDA minus
non-financed capital expenditures and cash taxes to (b) debt
service plus certain restricted payments, each measured on a last
twelve months, or LTM, basis.  The Company does not currently meet
such ratio, and therefore in the event that the Company enters
into the ABL Facility, the Company does not expect to allow
availability under the ABL Facility to fall below such levels.

In addition to the financial maintenance covenant, the Company is
also subject to certain incurrence tests under the credit
agreement governing the senior secured credit facility (and the
ABL Facility and the Cash Flow Facility, as applicable) and the
indentures governing the notes that restrict the Company's ability
to take certain actions if the Company is unable to meet specified
ratios.  For instance, the indentures governing the notes contain
an Adjusted EBITDA to Fixed Charges ratio incurrence test that
restricts the Company's ability to incur indebtedness or make
investments, among other actions, if the Company is unable to meet
this ratio (measured on a last twelve months, or LTM, basis) of at
least 2.00 to 1.00.  The Fixed Charge Coverage Ratio under the
indentures is generally defined as the ratio (a) of Adjusted
EBITDA to (b) net interest expense excluding the amortization or
write-off of deferred financing costs, each measured on a last
twelve months, or LTM, basis.  As of December 31, 2012, the
Company was not able to satisfy this test.  The restrictions on
the Company's ability to incur indebtedness or make investments
under the indentures that apply as a result, however, are subject
to exceptions, including exceptions that permit indebtedness under
the senior secured credit facility (including the use of unused
borrowing capacity under the revolving credit facility, which was
$252 million at December 31, 2012).  Based on its forecast, the
Company believes that its cash flow from operations and available
cash and cash equivalents, including available borrowing capacity
under the revolving credit facility, will be sufficient to fund
operations and pay liabilities as they come due in the normal
course of business for at least the next 12 months.

On December 31, 2012, the Company was in compliance with all
covenants under the credit agreement governing the senior secured
credit facility and all covenants under the indentures governing
the notes.

The disclosure was made in the Company's earnings release for for
the fourth quarter and year ended December 31, 2012, a copy of
which is available for free at http://is.gd/BVupb6

                   About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was
$42 million.

The Company's balance sheet at Sept. 30, 2012, showed
$2.98 billion in total assets, $3.94 billion in total liabilities,
and a $960 million in total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


NAVISTAR INTERNATIONAL: Offering $300 Million of Senior Notes
-------------------------------------------------------------
Navistar International Corporation filed a free writing prospectus
with the U.S. Securities and Exchange Commission to register
$300,000,000 8.25% senior notes due 2021.  Interest payments are
due every May 1 and November 1, with first interest payment
payable on May 1, 2013.

Moody's Investors Service rates the offering a B3 while Standard &
Poor's Ratings Services rates the offering a CCC+.

J.P. Morgan Securities LLC; Credit Suisse Securities (USA) LLC;
Goldman, Sachs & Co.; Merrill Lynch, Pierce, Fenner & Smith
Incorporated serve as joint book-running managers.

A copy of the FWP is available for free at http://is.gd/1M4sn0

                     About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  The Company's balance sheet at Oct. 31, 2012, showed $9.10
billion in total assets, $12.36 billion in total liabilities and a
$3.26 billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEWLEAD HOLDINGS: Gets NASDQ Listing Non-Compliance Notice
----------------------------------------------------------
NewLead Holdings Ltd. on April 5 disclosed that on April 4, 2013
the Company received a written notification from the NASDAQ Stock
Market LLC indicating that the Company is not in compliance with
the NASDAQ Listing Rule 5450(a)(1) because the minimum bid price
of its common shares was below $1.00 per share for the previous 30
consecutive business days.

Pursuant to the NASDAQ Listing Rule 5810(c)(3)(A), the Company has
been granted a 180-day compliance period, ending on October 1,
2013, to regain compliance with the minimum bid price requirement.
During this compliance period, NewLead's common stock will
continue to be listed and traded on the NASDAQ Global Select
Market.  The Company may regain compliance with the minimum bid
price requirement if the minimum bid price of NewLead's common
shares equals at least $1.00 per share for a minimum of ten
consecutive business days at any time during the compliance
period.

NewLead continues to monitor the minimum bid price of its common
shares and is considering all its options in order to regain
compliance within the minimum bid price requirement.

                      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.


NORTHWEST PARTNERS: Parties Agree on $13.3MM Fannie Mae Claim
-------------------------------------------------------------
The Hon. Brice T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada approved a stipulation between Northwest
Partners and Federal National Mortgage Association determining
that:

   -- the value of Northwest Partners' real property commonly
known as the "Austin Crest Apartments" located at 1295 Grand
Summit Drive, Reno, Nevada is $13,500,000 for purposes of the
hearings on the Amended Plan and motion for stay relief; and

   -- the amount of Fannie Mae's allowed secured claim against the
Debtor is $13,322,096, after giving credit for all postpetition
payments and prepetition application of reserve accounts.

                     About Northwest Partners

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

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

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


NUVILEX INC: Incurs $376,800 Net Loss in Jan. 31 Quarter
--------------------------------------------------------
Nuvilex, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $376,843 on $0 of total revenue for the three months ended
Jan. 31, 2013, as compared with a net loss of $271,779 on $18,060
of total revenue for the same period during the prior year.

For the nine months ended Jan. 31, 2013, the Company incurred a
net loss of $1.27 million on $12,160 of total revenue, as compared
with a net loss of $1.39 million on $58,877 of total revenue for
the same period a year ago.

The Company's balance sheet at Jan. 31, 2013, showed $2.45 million
in total assets, $3.90 million in total liabilities, $580,000 in
preferred stock, and a $2.02 million total stockholders' deficit.

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

                       http://is.gd/q8qD4b

                        About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to
focus on developing and marketing products designed to improve the
health and well-being of those who use them.  The Company reported
a net loss of $1.89 million on $66,558 of total revenue for the
year ended April 30, 2012, compared with a net loss of $1.39
million on $125,997 of total revenue during the prior year.

Robison, Hill & Co., issued a "going concern" qualification on the
consolidated financial statements for the year ended April 30,
2012, citing recurring losses from operations which raises
substantial doubt about the Company's ability to continue as a
going concern.


OCALA SHOPPES: Keeps United American as Property Manager
--------------------------------------------------------
The Ocala Shoppes LLC asks the Bankruptcy Court for permission to
continue to engage United American Realty Corp. as its property
manager nunc pro tunc to Jan. 7, 2013, and pay related
postpetition amounts to United in accordance with its prepetition
practices under a management agreement.

The Debtor is a Florida limited liability company that owns and
operates the Market Street at Heath Brook, which is located at
4414 Southwest College Road, at the intersection of Interstate 75
and State Road 200 in Ocala, Florida.   Prior to the Petition
Date, the Debtor utilized United as property manager for the
Property pursuant to the Management Agreement.

The Debtor believes (i) United is not a "professional" such that
approval of its employment is technically required under Section
327(a), and (ii) the payment of the management fees to United is
an ordinary course expense and has been vetted and approved
through the cash collateral process.

However, now that the case is "stabilized," and in an abundance of
caution, the Debtor seeks to continue operating under the
Management Agreement for postpetition services and pay for the
postpetition services at the historical contractual rate based on
a percentage of collected revenues for the Property.

The Debtor is not seeking to assume the Management Agreement or
cure United's prepetition claim.

                        About 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.


OMNICOMM SYSTEMS: Incurs $7.8 Million Net Loss in 2012
------------------------------------------------------
OmniComm Systems, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $7.83 million on $15.55 million of total revenues for
the year ended Dec. 31, 2012, as compared with a net loss of $3.52
million on $13.59 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.77 million
in total assets, $31.75 million in total liabilities and a $28.97
million total shareholders' deficit.

Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, 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 a net loss attributable to
common shareholders of $8,062,487, a negative cash flow from
operations of $173,912, a working capital deficiency of
$13,382,871 and a stockholders' deficit of $28,973,300.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

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

                        http://is.gd/O4YiAl

                       About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.


ONTARIO PATIENT: Files Bankruptcy After Losing Contract
-------------------------------------------------------
Channel Zero Inc.'s CHCH.com reports that Hamilton-based company
Ontario Patient Transfer has filed for bankruptcy.

According to the report, Rick Van Kleef, OPT's President, said,
"We lost a contract and had to file a protection about a year ago
and the debt load was a little too much we had to file for
bankruptcy Thursday and it allows us eight weeks to figure out
what we'll be doing moving forward."

According to the report, for the past 19 years, the company
provided non-urgent medical transportation for patients across
Ontario.  The bankruptcy filing affects 200 workers.  The report
relates the medical transport industry is not regulated and OPT
lost a contract in the Hamilton area about a year ago.

The report notes court documents show OPT owes $4.7 million, but
has assets of less than $900,000.


ORAGENICS INC: Incurs $13.1 Million Net Loss in 2012
----------------------------------------------------
Oragenics, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$13.09 million on $1.33 million of net revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $7.67 million on
$1.44 million of net revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $10.48
million in total assets, $1.25 million in total liabilities, all
current, and $9.23 million in total shareholders' equity.

Mayer Hoffman McCann P.C., in Clearwater, Florida, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.

Mayer Hoffman expressed substantial doubt about the Company's
ability to continue as a going concern following the 2011
financial results citing recurring operating losses, negative
operating cash flows and accumulated deficit.

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

                         http://is.gd/dhDiI2

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.


OVERSEAS SHIPHOLDING: Brings in New Financial Officer
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Overseas Shipholding Group Inc. has a new chief
financial officer.  As the result of a "reduction in force" to
"improve operational efficiencies," Chief Financial Officer and
Treasurer Myles R. Itkin "has left the company," according to a
statement.  Captain Ian Blackley, who had been a senior vice
president and head of international shipping, became the new CFO
and treasurer, the company said.

                     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.


OXFORD RESOURCE: In Talks with Lender to Extend Credit Facility
---------------------------------------------------------------
Oxford Resource Partners, LP on April 1 disclosed that its current
revolving credit facility matures in July 2013.  Accordingly, the
Partnership has been engaged in active negotiations with its
lender group to amend and extend the current facility (both the
revolver and term loan).  Because the negotiations are not yet
concluded, the Partnership reclassified the outstanding borrowings
under its revolving credit facility as a current liability in its
December 31, 2012 consolidated financial statements.

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

                       About Oxford Resource

Columbus, Ohio-based Oxford Resource Resource Partners, LP, is a
low-cost producer of high value steam coal, and is the largest
producer of surface mined coal in Ohio.

The Company reported a net loss of $20.2 million on $287.0 million
of revenues for the nine months ended Sept. 30, 2012, compared
with a net loss of $4.0 million on $304.1 million of revenues for
the same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$233.2 million in total assets, $214.2 million in total
liabilities, and partners' capital of $19.0 million.

A copy of the Form 10-Q is available at http://is.gd/z6lWfJ


PATIENT SAFETY: To Issue 3.3 Million Common Shares Under Plans
--------------------------------------------------------------
Patient Safety Technologies, Inc., filed with the U.S. Securities
and Exchange Commission a Form S-8 registration statement
registering 3.3 million shares of common stock issuable under
Patient Safety Technologies, Inc., 2009 Stock Option Plan, as
amended, Stock Option Agreements by and between Patient Safety
Technologies, Inc. and each of: Brian Stewart, David Dreyer, Tony
Embree, Jason Williamson, and Nathan Myers.  A copy of the
prospectus is available for free at http://is.gd/GVRZaS

                      Capital Stock Description

Separately, the Company provided a description of its capital
stock in a regulatory filing with the SEC for convenience and to
ensure that this description is available for incorporation by
reference into other filings with the SEC that the Company may
make from time to time, if and to the extent the Company so
incorporates this description into those other filings.  A copy of
the filing is available at http://is.gd/Ja25ru

                  About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

Patient Safety reported a net loss of $1.89 million in 2011,
compared with net income of $2 million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$19.98 million in total assets, $7.51 million in total liabilities
and $12.47 million in total stockholders' equity.


PATRIOT COAL: Retiree Committee Retaining Desai Eggman as Counsel
-----------------------------------------------------------------
The official Salaries Retiree Committee of Patriot Coal
Corporation and certain affiliates ask the U.S. Bankruptcy Court
for the Eastern District of Missouri for authorization to retain
the law firm of Desai Eggman Mason LLC ("DEM") as co-counsel, nunc
pro tunc to Jan. 4, 2013.

The initial scope DEM's services will be limited to addressing
whether the salaried retiree benefits sought to be terminated by
the Debtors are vested benefits.

Specifically, DEM will, among others, provide these services:

  a. Counseling the Retiree Committee with respect to
understanding the bankruptcy process, advising the Retiree
Committee members with respect to their fiduciary duties;

  b. Assisting in Retiree Committee communications with the
affected retiree constituency and maintenance of a website to
provide information to same;

  c. Taking actions to obtain information and discovery with
respect to the retiree benefits sought to be modified or
terminated by the Debtors; and

  d. Investigation of all historical plan documents and
presentation of plans to retirees.

DEM will charge these hourly rates:

     Attorneys                         $325 - $175
     Legal Assistants/Paralegals          $105

The Retiree Committee believes that DEM does not hold or represent
any interest adverse to the Retiree Committee and is a
"disinterested person" within the meaning of 101(14) of the
Bankruptcy Code.

The hearing to consider the application of the Retiree Committee
for authorization to retain DEM as co-counsel will be held on
April 23, 2013, at 10:00 a.m.  Any objections must be filed no
later than April 19, 2013.  Electronic filing is required.

                        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: Creditors Committee Balks at Motion for Equity Panel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Patriot Coal
Corporation, et al., objects to the motion to appoint a committee
of equity security holders filed by shareholders CompassPoint
Partners, L.P., Frank Williams, and Eric Wagoner, citing:

  1. Two separate Offices the United States Trustee -- Region 2
and Region 13 (including this district) -- have now determined
that the appointment of an equity committee in these cases is not
"necessary to assure the adequate representation of . . . equity
security holders."

  2. The interested shareholders cannot demonstrate a substantial
likelihood of a meaningful distribution for equity holders.

  3. The interested shareholders have made no showing at all that
appointment of an equity committee is necessary for their
interests to be adequately represented in these cases.

  4. In addition to the the United States Trustee, the estate
already has two official fiduciaries -- the Debtors and the
Committee -- who are intently focused on maximizing estate value.

  5. The interested shareholders offer no basis on which to
conclude that the fiduciaries' interests or efforts are
inconsistent with those of equity.  Since this case was filed,
moreover, the interested Shareholders have played virtually no
formal or informal role in these cases beyond prosecuting this
motion.  According to the Committee, their inactivity confirms
that whatever interests they have are being more than adequately
protected by the Debtors and the Committee.

                         U.S. Bank Joinder

U.S. Bank National Association, as indenture trustee with
respect to the 3.25% Convertible Senior Notes due 2013 in the
aggregate principal amount of $200,000,000, joins and supports the
Objection of the Official Committee of Unsecured Creditors to the
motion of certain interested shareholders for the appointment of
an Official Committee of Equity Security Holders.

                Wilmington Trust Company Objection

Wilmington Trust Company, in its capacity as indenture trustee for
$250 million principal amount of 8.25% Senior Notes due 2018
issued by Patriot Coal Corporation and unconditionally guaranteed
by each of the other above-captioned debtors and debtors in
possession, also objects to the motion of the interested
shareholders for the appointment of an official committee of
equity security holders, citing:

  1. The appointment of an equity committee is an extraordinary
remedy and is not appropriate in the Debtors' cases.

  2. The interested shareholders must establish that "(i) there is
a substantial likelihood that [equity] will receive a meaningful
distribution in the case under a strict application of the
absolute priority rule, and (ii) [equity holders] are unable to
represent their interests in the bankruptcy cases without an
official committee." Williams, 281 B.R. at 223; Spansion, 421 B.R.
at 156 (citations omitted); In re Northwestern Corp., 2004
Bankr. LEXIS 635, at *5 (Bankr. D. Del. May 13, 2004) (citations
omitted).  The interested shareholders cannot satisfy such heavy
burden.

                     Patriot Coal's Objection

In its objection to the appointment of an Equity Committee,
Patriot said:

  1. The interested shareholders have not demonstrated that there
is a substantial likelihood that equity holders will receive any
meaningful recovery.

  2. The interested shareholders have failed to show that an
equity committee is necessary to represent the interests of
shareholders.

  3. Any potential benefit of an equity committee is
significantly outweighed by the inevitable costs.

As reported in the TCR on Aug. 29, 2012, the three shareholders of
Patriot Coal argue that Patriot has significant off balance sheet
assets that could result in a "meaningful recovery to equity."
They say Patriot has $1.4 billion in tax-loss carry forwards that
have value not on the balance sheet.

Patriot had about $500 million in shareholders' equity on the
balance sheet before bankruptcy, they said.

The interested shareholders contend that value could be generated
by filing fraudulent-transfer lawsuits against former owners
responsible for the spinoff that left Patriot with legacy
liabilities.  To generate value for equity, the interested
shareholders contend that $1.4 billion in post-retirement
obligations aren't debts owing by the parent Patriot.  In their
view, reorganization could be structured to avoid liability at the
parent level, thus leaving value for shareholders.

                        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: Lawmakers Back Fight to Preserve Benefits
-------------------------------------------------------
Kris Maher at Daily Bankruptcy Review reports that West Virginia's
top lawmakers pledged at a rally to ramp up pressure on Patriot
Coal Corp. to continue providing health benefits to 23,000 retired
coal miners and their dependents who could lose much of their
coverage in bankruptcy court.

                       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.


PEDEVCO CORP: Incurs $12 Million Net Loss in 2012
-------------------------------------------------
PEDEVCO Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$12.01 million on $503,153 of oil and gas sales for the year ended
Dec. 31, 2012, as compared with a net loss of $763,677 on $0 of
oil and gas sales for the period from Feb. 9, 2011, through
Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $11.42
million in total assets, $4.76 million in total liabilities, $1.25
million in redeemable series A convertible preferred stock and
$5.40 million in total stockholders' equity.

GBH CPAs, PC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company incurred a loss from continuing operations for the
year ended Dec. 31, 2012, and has an accumulated deficit at
Dec. 31, 2012, which raises 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/k3YI79

                         About PEDEVCO Corp.

PEDEVCO Corp., doing business as Pacific Energy Development,
(OTCBB:PEDO) is a publicly-traded energy company engaged in the
acquisition and development of strategic, high growth energy
projects, including shale oil and gas assets in the United States
and Pacific Rim countries.  The company's producing assets include
its Niobrara Asset located in the DJ Basin in Colorado, the Eagle
Ford Asset in McMullen County, Texas, and the North Sugar Valley
Field located in Matagorda County, Texas.  The company was founded
in early 2011 and has offices in Danville, California and Beijing,
China.


PEDEVCO CORP: Amendment No. 4 to Form S-1 Prospectus
----------------------------------------------------
PEDEVCO Corp. filed with the U.S. Securities and Exchange
Commission amendment no. 4 to the Form S-1 registration statement
relating to the offering of undetermined shares of its common
stock.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "PEDO."  On March 22, 2013, the last reported bid
price per share of the Company's common stock as quoted on the
OTCBB was $1.75.  The Company has applied to list our common stock
on the NYSE MKT under the symbol "PED."  A listing of the
Company's common stock on the NYSE MKT is a condition to this
offering.

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

                         http://is.gd/T8Sf1N

                         About PEDEVCO Corp.

PEDEVCO Corp., doing business as Pacific Energy Development,
(OTCBB:PEDO) is a publicly-traded energy company engaged in the
acquisition and development of strategic, high growth energy
projects, including shale oil and gas assets in the United States
and Pacific Rim countries.  The company's producing assets include
its Niobrara Asset located in the DJ Basin in Colorado, the Eagle
Ford Asset in McMullen County, Texas, and the North Sugar Valley
Field located in Matagorda County, Texas.  The company was founded
in early 2011 and has offices in Danville, California and Beijing,
China.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million in 2011,
compared with a net loss of $1.51 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$11.62 million in total assets, $3.96 million in total
liabilities, $1.25 million in redeemable series A convertible
preferred stock, and $6.41 million in total stockholders' equity.


PEMCO WORLD: Confident About April 22 Plan Confirmation
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although WAS Services Inc. expects the Chapter 11
reorganization plan will be approved at the April 22 confirmation
hearing, the company applied for an insurance policy in the form
of a fourth request for an expansion of the exclusive right to
propose a plan.

The report relates that if there's no plan confirmation in the
meantime, the exclusivity motion will come to court for hearing on
May 23 in Delaware.  If the motion is granted, the deadline for
filing an amended plan would be July 3.

The company was known as Pemco World Air Services Inc. before the
business was sold. The confirmation hearing was originally set for
Dec. 19.  The plan received what the company called "overwhelming
support."  Secured lender Sun Capital Partners Inc. bought the
business after a prior sale fell through.  The disclosure
statement told unsecured creditors they couldn't expect to recover
more than 3% on claims that might total $72 million.

                         About Pemco World

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15, the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.  The Debtor was renamed to WAS Services Inc. following
the sale.


PENN VIRGINIA: MHR Purchase Cues Moody's to Lower CFR to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded Penn Virginia Corporation's
Corporate Family Rating to B3 from B2, Probability of Default
rating to B3-PD from B2-PD, and senior unsecured note rating to
Caa1 from B3. The SGL-3 Speculative Grade Liquidity rating was
affirmed. Moody's also assigned a Caa1 rating to PVA's proposed
$400 million note offering. The rating outlook was changed to
stable from negative.

These actions follow PVA's announcement on April 3, 2013 that it
has agreed to acquire certain Eagle Ford Shale assets from Magnum
Hunter Resources Corporation (B3 stable, MHR) for approximately
$400 million. PVA plans to finance the acquisition with roughly
90% debt and 10% equity. The debt portion will be financed with
the aforementioned $400 million note issue. The transaction is
expected to close by mid-May, subject to customary closing
conditions.

"While from a strategic point the Magnum Hunter acreage in the
liquids-rich northeastern part of the Eagle Ford Shale is a great
fit for PVA's existing operations, PVA is paying a high multiple
and significantly increasing its debt burden to accomplish its
goal of becoming a predominantly oil and natural gas liquids
producer," said Sajjad Alam, Moody's Analyst. "The sharp increase
in leverage trumps the positive effects of a more oily asset base
and the enhanced longevity of the drilling portfolio. Although
higher liquids production will ultimately reduce PVA's persistent
negative free cash flow, the transition will take time and
leverage will remain elevated over the next 18-24 months."

Issuer: Penn Virginia Corporation

Downgrades:

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Corporate Family Rating, Downgraded to B3 from B2

Multiple Seniority Shelf, Downgraded to (P)Caa1 from (P)B3

$300M 10.375% Senior Unsecured Regular Bond/Debenture, Downgraded
to Caa1 from B3

$300M 7.25% Senior Unsecured Regular Bond/Debenture, Downgraded
to Caa1 from B3

Upgrades:

$300M 10.375% Senior Unsecured Regular Bond/Debenture, Upgraded
to a range of LGD4, 60 % from a range of LGD4, 67 %

$300M 7.25% Senior Unsecured Regular Bond/Debenture, Upgraded to
a range of LGD4, 60 % from a range of LGD4, 67 %

Assignments:

$400M Senior Unsecured Regular Bond/Debenture, Assigned Caa1

$400M Senior Unsecured Regular Bond/Debenture, Assigned a range
of LGD4, 60 %

Outlook Actions:

Outlook, Changed To Stable From Negative

Affirmations:

Speculative Grade Liquidity Rating, Affirmed SGL-3

Ratings Rationale:

The B2 CFR reflects PVA's limited production (18,200 boe/day
proforma for the acquisition) and proved reserves base (125.5
million boe) relative to higher rated E&P companies, very high
leverage in terms of production ($57,000 per boe) and proved
developed reserves ($22 per boe), and the significant execution
and capital risk surrounding the large undeveloped Eagle Ford
acreage as PVA continues its portfolio transition. The ratings are
supported by PVA's increasing cash margins, low-risk, liquids-rich
unconventional assets in the Eagle Ford Shale and adequate
liquidity through 2013.

The new $400 million unsecured notes have a similar guarantee
package as the existing $600 million unsecured notes, and they
both are rated Caa1. PVA's $300 million revolving credit facility
has a first-lien claim to substantially all of the company's
assets. Given the size and priority ranking of the secured
revolver in the liability structure, the unsecured notes are
notched down from the CFR under Moody's Loss Given Default
methodology.

PVA should have adequate liquidity through mid-2014, which is
captured in Moody's SGL-3 rating. High capital spending will
produce large negative free cash flow through 2014 and the company
will have to rely on its revolving credit facility. At February
15, 2013, the revolver had $270 million of availability. Moody's
expects the borrowing base to grow over time as more reserves are
added through ongoing drilling. PVA does not have any debt
maturities until 2016 and should have sufficient headroom under
the financial covenants governing the revolving credit facility
throughout 2012. Asset sales have a minimal ability to raise
additional liquidity, as the revolver largely encumbers the
company's assets.

The outlook is stable. A positive rating action is unlikely in
2013. However, Moody's would consider an upgrade if PVA's debt to
average daily production is reduced to about $45,000 boe/day and
the level of negative free cash flow is significantly lowered. A
rating downgrade is most likely to result if liquidity challenges
re-emerge. More specifically, if combined cash and revolver
liquidity falls below $100 million, the CFR could be downgraded.

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

Penn Virginia Corporation, headquartered in Radnor, Pennsylvania,
is a publicly traded oil and gas company primarily engaged in the
development, exploration, and production of natural gas and oil in
Texas, Oklahoma, Mississippi and the Appalachia.


PENN VIRGINIA: S&P Assigns 'B-' Rating to $400MM Sr. Unsec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Penn Virginia Corp.'s (PVA) proposed
$400 million senior unsecured notes due 2020.  The issue rating is
'B-' (one notch lower than the corporate credit rating) and the
recovery rating is '5', indicating S&P's expectation of modest
(10% to 30%) recovery in the event of a payment default.  The 'B'
corporate credit rating on PVA and positive outlook are
unaffected.

The exploration and production company intends to use all the net
proceeds to fund the $400 million acquisition of Magnum Hunter
Resources Corp.'s Eagle Ford Shale assets.

The ratings on PVA reflect what S&P views as the company's
"aggressive" financial risk and "vulnerable" business risk.  The
ratings incorporate the company's relatively modest asset base and
production, exposure to natural gas (still 55% of pro forma
reserves), and aggressive capital spending strategy due to its
strategic shift to oil and liquids production.  These risks are
mitigated by a decent level of geographic diversity, an increasing
profitability due to the ramp-up in oil production, and an
"adequate" liquidity profile.

RATINGS LIST

Penn Virginia Corp.
Corporate credit rating                 B/Positive/--

New Ratings
Penn Virginia Corp.
$400 mil sr unsecd nts due 2020         B-
   Recovery rating                       5


PEREGRINE PHARMA: Incurs $4.9-Mil. Net Loss in FY2013 3rd Quarter
-----------------------------------------------------------------
Peregrine Pharmaceuticals, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $4.9 million on $7.0 million
of revenues for the three months ended Jan. 31, 2013, compared
with a net loss of $11.1 million on $3.3 million of revenues for
the three months ended Jan. 31, 2012.

For the nine months ended Jan. 31, 2013, the Company had a net
loss of $21.3 million on $17.4 million of revenues, compared with
a net loss of $31.2 million on $13.2 million of revenues for the
nine months ended Jan. 31, 2012.

The Company's balance sheet at Jan. 31, 2013, showed $37.2 million
in total assets, $19.8 million in total liabilities, and
stockholders' equity of $17.4 million.

A copy of the Form 10-Q is available at http://is.gd/XavIGT

Tustin, California-based Peregrine Pharmaceuticals, Inc., is a
biopharmaceutical company developing first-in-class monoclonal
antibodies focused on the treatment and diagnosis of cancer.

                           *     *     *

As reported in the TCR on July 19, 2012, Ernst & Young LLP, in
Irvine, California, expressed substantial doubt about Peregrine
Pharmaceuticals' ability to continue as a going concern, following
the Company's results for the year ended April 30, 2012.  The
independent auditors noted that of the Company's recurring
losses from operations and recurring negative cash flows from
operating activities.


PHYSIOTHERAPY ASSOCIATES: Moody's Lowers CFR One Notch to 'B3'
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of Physiotherapy
Associates Holdings and concurrently left them under review for
further downgrade.

The following ratings have been downgraded and remain under review
for possible downgrade:

Corporate Family Rating to B3 from B2;

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

$25 million senior secured revolver to Ba3 (LGD 2, 14%) from Ba2
(LGD 2, 11%);

$100 million senior secured term loan to Ba3 (LGD 2, 14%) from
Ba2 (LGD 2, 11%);

$210 million senior unsecured notes to Caa1 (LGD 4, 65%) from B3
(LGD 4, 67%).

The downgrade and subsequent review follows the company's request
for a waiver given the company's inability to deliver the fiscal
year 2012 audited financials by April 5, 2013. Therefore, existing
financial statements can no longer be relied upon. Additionally,
Moody's is concerned that the company has not met expectations for
EBITDA growth, which has resulted in expected leverage of over 7
times for 2012, prior to the effect of any restatement.

Moody's understands that during the audit process, it was found
that a portion of the 2011 accounts receivable balances were not
collected in 2012. Further, the December 31, 2012 accounts
receivable balance did not appear collectible in its entirety,
possibly as a result of the carryover from the uncollected 2011
balance. Moody's also understands that as of the end of February
2013, the company had collected a material portion (over 90%) of
its 2012 revenues after the provision for bad debt. As a result,
the company and its auditors need additional time to determine the
appropriate AR balances. Therefore, Moody's expects the company to
take a charge against bad debt or reserve for contractual
allowances for fiscal year 2010, 2011 and/or 2012. In addition to
the charge related to the uncollected receivables, Moody's review
of the rating will focus on the impact of the company's weaker
than expected credit metrics, the decline in Q4 2012 same store
visits and whether the company will be able to improve volume
trends going forward.

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

Physiotherapy Associates Holdings, Inc. provides outpatient
physical therapy services, such as general orthopedics, spinal
care and neurological rehabilitation. The company also provides
orthotics and prosthetics services. The company generated $348
million in revenue in the year ended December 31, 2012 before
considering the provision for bad debt. The company is privately-
held by investors including Court Square Capital Partners.


PINNACLE AIRLINES: Files Exclusivity Motion as Insurance Policy
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pinnacle Airlines Corp. says it's "confident" the
bankruptcy court will approve its reorganization plan at an
April 17 confirmation hearing.  Through an "abundance of caution,"
the Memphis, Tennessee-based regional airline is seeking a two-
month extension of the exclusive right to propose amendments to
the plan.  If granted by the bankruptcy court in New York at an
April 17 hearing, the new deadline will be June 25.

The report relates that Pinnacle's plan will make the Company a
wholly owned subsidiary of Delta Air Lines Inc.  Unsecured
creditors and unions were told in the disclosure statement that
they will recover less than 1% on claims totaling $560 million or
more.

                       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.


PLC SYSTEMS: Barry Honig Discloses 9.9% Equity Stake at Feb. 22
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Barry Honig and GRQ Consultants, Inc. 401K Plan
disclosed that, as of Feb. 22, 2013, they beneficially own
6,469,467 shares of common stock of PLC Systems Inc. representing
9.99% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/R27AgL

                         About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

Following the 2011 financial results, McGladrey & Pullen, LLP, in
Boston, Massachusetts, expressed substantial doubt about PLC
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has sustained recurring net losses
and negative cash flows from continuing operations.

The Company reported a net loss of $5.76 million for 2011,
compared with a net loss of $505,000 for 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $1.79 million in total
assets, $16.85 million in total liabilities and a $15.06 million
total stockholders' deficit.


QUANTUM FUEL: Inks Real Estate Purchase Agreement
-------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., and its wholly-
owned subsidiary, Schneider Power Inc., entered into a definitive
Agreement of Purchase and Sale with 1604718 Ontario Ltd. and
Leader Resources Services Corp. for the purchase and sale of
certain real estate owned by SPI for a purchase price of CAD
$340,000 payable in cash at closing.  The real estate sold under
the Real Estate Purchase Agreement was leased to and used by
Schneider Power Providence Bay, a wholly-owned subsidiary of SPI,
in connection with its 1.6MW wind farm.

Concurrent with the signing of the Real Estate Purchase Agreement,
the Company and its indirect wholly-owned subsidiary, Schneider
Power Providence Bay Inc., entered into an Asset Purchase
Agreement with Leader under which Leader agreed to purchase
substantially all of the assets owned by SPI Providence Bay for a
purchase price of approximately C$1.2 million, which consists of a
cash payment of C$66,000 at closing and the assumption by Leader
of approximately $1.1 million of liabilities.

The closing of the transactions contemplated by the Real Estate
Purchase Agreement and Asset Purchase Agreement, which is expected
to occur within 30 days, is subject to customary closing
conditions including the receipt of third party consents.  The
Purchase Agreements also contain customary representations,
warranties, covenants and mutual indemnification.

A copy of the Real Estate Purchase Agreement is available at:

                        http://is.gd/587RuC

A copy of the Asset Purchase Agreement is available at:

                        http://is.gd/f7Iov2

                        About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

As reported in the TCR on March 30, 2012, Haskell & White LLP, in
Irvine, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that Company incurred significant operating losses
and used a significant amount of cash in operations during the
eight months ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$65.6 million in total assets, $45.8 million, and stockholders'
equity of $19.8 million.

According to the Company's quarterly report for the period ended
Sept. 30, 2012, the Company expects that its existing sources of
liquidity will only be sufficient to fund its activities through
Dec. 31, 2012.  "In order for us to have sufficient capital to
execute our business plan, fund our operations and meet our debt
obligations over this twelve month period, we will need to raise
additional capital and/or monetize certain assets.  We are
considering various cost-effective capital raising options and
alternatives including the sale of Schneider Power and/or other
assets, and the sale of equity and debt securities.  Although we
have been successful in the past in raising capital, we cannot
provide any assurance that we will be successful in doing so in
the future to the extent necessary to be able to fund all of our
growth initiatives, operating activities and obligations through
Sept. 30, 2013, which raises substantial doubt about our ability
to continue as a going concern."


QUANTUM FUEL: Restructures Repayment of C$22.7MM Samsung Debt
-------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc.'s wholly-owned
subsidiary, Schneider Power Inc. and its indirect wholly-owned
subsidiary, Zephyr Farms Limited entered into a Master Amending
Agreement with Samsung Heavy Industries Co. Ltd. to, among other
things:

   (i) restructure the repayment terms of the principal
       obligations owed by Zephyr to Samsung under a credit
       facility in the approximate principal amount of C$22.7
       million; and

  (ii) resolve certain issues with respect to the delivery and
       performance of wind turbines purchased by Zephyr from
       Samsung SPI acquired Zephyr on April 20, 2012, and assumed
       the Samsung Debt.

The Samsung Debt consists of approximately C$7 million owing under
a construction loan Credit Agreement and approximately C$15
million owing under a Turbine Supply Agreement for the purchase of
wind turbines used by Zephyr in connection with its 10 MW wind
farm.

Under the original repayment terms, Zephyr was to repay the
Samsung Debt, together with interest at a rate of 6.5% per year,
over a ten year period as follows: (i) eighteen semi-annual
payments of principal and interest in the approximate amount of
C$1.05 million commencing nine months following the date that the
Zephyr wind farm achieved commercial operations (which event
occurred in May 2012), (ii) a principal balloon payment in year
five in the approximate amount of C$5.3 million and (iii) a final
payment in year ten in the approximate amount of C$9.6 million.

Pursuant to the terms of the Master Amending Agreement, Zephyr is
now obligated to repay the Samsung Debt, together with interest at
a rate of 6.5% per year, over a ten year period as follows: (i) an
interest payment of CAD $100,000 due on March 31, 2013, (ii) an
interest only payment in the approximate amount of C$1.3 million
on July 31, 2013, (iii) nineteen semi-annual payments of principal
and interest in the approximate amount of C$1.1 million commencing
on Jan. 31, 2014, (iv) a principal balloon payment in the
approximate amount of C$2.2 on each of Jan. 31, 2018, and July 31,
2018, (v) a principal balloon payment in the approximate amount of
C$4.9 million on July 31, 2022, and (vi) a final payment in the
approximate amount of C$5.1 million on Jan. 31, 2023.

In connection with the execution of the Master Amending Agreement,
Zephyr and Samsung also executed an Amended and Restated Credit
Agreement.  Except for the modifications to the repayment terms of
the principal and interest obligations owed under the Credit
Agreement, no other material amendments were made to the Credit
Agreement.

Pursuant to the Master Amending Agreement, the parties also agreed
to establish Feb. 1, 2013, as the deemed delivery date for the
wind turbines.  As a result of establishing a new delivery date
for the wind turbines, (i) Zephyr waived any rights it had to
claim liquidated damages from Samsung up through Jan. 31, 2013,
related to the performance of the wind turbines and (ii) Samsung
agreed to waive (a) all obligations owed by Zephyr through
Jan. 31, 2013, owing under an operations and maintenance agreement
applicable to the wind turbines and (b) its right to receive any
interest on the TSA portion of the Samsung Debt up through
Jan. 31, 2013.

The Samsung Debt is secured by substantially all of Zephyr's
assets.  Concurrent with the parties' execution of the Master
Amending Agreement and the Amended and Restated Credit Agreement,
Zephyr executed in favor of Samsung a Debenture Delivery Agreement
and a Debenture to secure the payment and performance by Zephyr of
the Samsung Debt.

A copy of the Master Amending Agreement is available at:

                        http://is.gd/HrKeAc

A copy of the Amended and Restated Credit Agreement is available
for free at http://is.gd/2RvGVh

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

As reported in the TCR on March 30, 2012, Haskell & White LLP, in
Irvine, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that Company incurred significant operating losses
and used a significant amount of cash in operations during the
eight months ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$65.6 million in total assets, $45.8 million, and stockholders'
equity of $19.8 million.

According to the Company's quarterly report for the period ended
Sept. 30, 2012, the Company expects that its existing sources of
liquidity will only be sufficient to fund its activities through
Dec. 31, 2012.  "In order for us to have sufficient capital to
execute our business plan, fund our operations and meet our debt
obligations over this twelve month period, we will need to raise
additional capital and/or monetize certain assets.  We are
considering various cost-effective capital raising options and
alternatives including the sale of Schneider Power and/or other
assets, and the sale of equity and debt securities.  Although we
have been successful in the past in raising capital, we cannot
provide any assurance that we will be successful in doing so in
the future to the extent necessary to be able to fund all of our
growth initiatives, operating activities and obligations through
Sept. 30, 2013, which raises substantial doubt about our ability
to continue as a going concern."


R.G. STEEL: District Court Dismisses Panacci Complaint
------------------------------------------------------
The civil action captioned JOSEPH A. PANACCI, Plaintiff v.
MOUNTAIN STATE CARBON, LLC, and SEVERSTAL NORTH AMERICA,
INCORPORATED, Defendants, Case No. 5:12-CV-125, is dismissed.

Joseph A. Panacci worked as an oven dispatcher at Wheeling
Pittsburgh Steel Corporation's Follansbee coke plant.  In December
2009, Mr. Panacci filed suit against Severstal Wheeling, Inc., as
successor to Wheeling Pittsburgh, asserting claims for deliberate
intention and for workers compensation discrimination.  By April
2012, Mr. Panacci negotiated a $200,000 settlement for his
personal injury action with R.G. Steel Wheeling, LLC, fka
Severstal Wheeling.  However, before the settlement payment was
made, R.G. Steel filed for bankruptcy.

On July 17, 2012, the plaintiff filed the civil action complaint
in the Circuit Court of Ohio County, West Virginia.  On August 16,
2012, the defendants removed the action to the U.S. District Court
for the Northern District of West Virginia.

Under the Complaint, the plaintiff asserts that inasmuch as he
worked and was injured at the Follansbee coke plant, which was
operated as a joint venture between R.G. Steel, LLC and Severstal
North American Incorporated known as Mountain State Carbon, LLC,
the two defendants in the case are jointly and severally liable
for the settlement with R.G. Steel, LLC.

In their motion, the defendants argued that (1) they were not
parties to the personal injury action or the settlement; (2) the
Complaint fails to allege a joint venture with R.G. Steel; and (3)
the Complaint fails to state a claim upon which relief may be
granted .

"The settlement agreement was between the plaintiff and R.G.
Steel.  Even if all the members of the limited liability company
approved the settlement, it is clear from its face that the
settlement is only with R.G. Steel," District Judge John Preston
Bailey found.  Accordingly, the District Court concluded that not
only does the Complaint fail to state a claim upon which relief
may be granted, but also that the alternative arguments offered in
the Plaintiff's Memorandum in Response to Defendants' Motion for
Judgment on the Pleadings fail to state a claim.

For these reasons, the plaintiff's motion for leave to amend to
correct a misnomer as contained in his responsive memorandum is
granted, and the defendants' Motion for Judgment on the Pleadings
is granted, the District Court held.  Accordingly, the civil
complaint is dismissed and ordered stricken from the active docket
of the District Court, Judge Bailey ruled.

A copy of Judge Bailey's March 21, 2013 order is available at
http://is.gd/Yemh0zfrom Leagle.com.


RADIAN GROUP: Unit Reaches Settlement Agreement with CFPB
---------------------------------------------------------
Radian Guaranty Inc., the mortgage insurance subsidiary of Radian
Group Inc., on April 4 disclosed that it has reached a settlement
agreement with the Consumer Financial Protection Bureau (CFPB) to
resolve a previously disclosed federal investigation of the
company's participation in captive reinsurance arrangements.  As
part of this settlement, which was filed earlier on April 4 in the
U.S. District Court for the Southern District of Florida, Radian
agreed not to enter into new captive reinsurance arrangements for
a period of ten years and to pay a civil penalty of $3.75 million.

Radian has not entered into any new captive reinsurance
arrangements since 2007.  In the past, Radian and other private
mortgage insurers entered into captive arrangements pursuant to
which affiliates of mortgage lenders reinsured a portion of the
risk originated by the lenders (and insured by us) in return for a
portion of the mortgage insurance premiums that would have been
paid to the Company.  Radian relied on long-standing, written
guidance from the U.S. Department of Housing and Urban Development
(HUD) in structuring these captive reinsurance agreements and on
analyses and opinions of reputable actuarial firms that the terms
of Radian's reinsurance agreements met HUD's standards.  During
the high-claim years that followed the most recent economic
downturn, captive arrangements have proven to represent a critical
component of the Company's loss mitigation strategy, effectively
serving as designed to protect our capital position during a
period of stressed losses.  As of December 31, 2012, the Company
had received total cash reinsurance recoveries from these captive
reinsurance arrangements of approximately $750 million.

Notwithstanding these facts, since 2008, HUD has been pursuing an
investigation into the captive reinsurance arrangements of private
mortgage insurers, including Radian, to determine whether these
arrangements constituted an unlawful payment under the federal
Real Estate Settlement Procedures Act (RESPA).  This investigation
was transferred to the CFPB in 2011 by the enactment of the Dodd-
Frank legislation.  The settlement agreement announced on April 4,
which remains subject to Court approval, will conclude the CFPB's
investigation with respect to Radian without the CFPB making any
findings of wrongdoing in its investigation or in the settlement.

"We are pleased to put this behind us," stated Teresa Bryce
Bazemore, president of Radian Guaranty.  "While we believe our
captive arrangements complied with RESPA and caused no harm to
consumers, this settlement was an opportunity to eliminate
distractions at an acceptable cost so that we can continue our
primary focus of writing new, profitable mortgage insurance and
helping low down-payment borrowers realize the dream of
homeownership," Ms. Bazemore said.

As previously disclosed, the Company and other mortgage insurers
remain subject to an investigation by the Minnesota Department of
Commerce relating to its captive reinsurance arrangements, and the
Company is currently facing private lawsuits alleging, among other
things, that its captive reinsurance arrangements constitute
unlawful payments to mortgage lenders under RESPA.  The Company
intends to vigorously defend the company in this investigation and
against these claims.

                       About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2013,
Standard & Poor's Ratings Services said that it has affirmed all
of its ratings on Radian Group Inc.  At the same time, S&P revised
the outlook to stable from negative.  S&P also assigned its 'CCC+'
senior unsecured debt rating to the company's proposed
$350 million convertible senior notes.

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," S&P
said in October 2012.  "We expect operating performance to
deteriorate for the rest of the year for both companies,
reflecting the affect of normal adverse seasonality on new notices
of delinquency and cure rates, and the lack of greater improvement
in the job markets."


READER'S DIGEST: Wants to Sell Interests in European Affiliates
---------------------------------------------------------------
RDA Holding Co. and its affiliates request entry of an order
approving the sale of Reader's Digest's indirect interest in the
equity securities of Reader's Digest Przegland Sp. z.o.o. (RDA
Poland) and Editura Reader's Digest SRL (RDA Romania) pursuant to
that a Purchase and Sale Agreement dated March 27, 2013, among
Reader's Digest, Uitgeversmaatschappij the Reader's Digest BV (RDA
BV), and Reader's Digest Vyber s.r.o (RDA Czech Republic), as
sellers, and Tarsago Media Group Sp. z.o.o., as purchaser.

The Debtors also seek authority to enter into a private sale of
Reader's Digest's direct interest in the equity securities of
Reader's Digest Kiado Kft. (RDA Hungary).  One of the Acquired
Companies is directly owned by the Debtors (RDA Hungary) with the
other two Acquired Companies (RDA Poland and RDA Romania) owned by
non-debtor affiliates of Reader's Digest.

The Purchase Agreement also provides that (i) Sellers or their
affiliates will enter into a license agreement pursuant to which
RDA BV will license certain trademarks, editorial content, and
other property to the Acquired Companies to be used in their
territories; (ii) Reader's Digest and certain of its non-debtor
affiliates will deliver a certain non-disturbance agreement to
Purchaser providing that Reader's Digest will not disturb or
interfere with any intellectual property rights granted to
Purchaser in connection with this Sale; and (iii) Reader's Digest
will agree to provide the Acquired Companies with certain
transition services, including certain information technology,
operations, and accounting related functions.

The Purchase Price for the assets sold is $90,502 (subject to
certain working capital adjustments).  The Purchase Price
represents the aggregate of the purchase prices for the Shares of
each of the Acquired Companies: (i) RDA Poland, $90,500, (ii) RDA
Romania, $1, and (iii) RDA Hungary, $1.

Further, the Purchase Agreement contemplates the exclusion of
certain assets and liabilities, including (i) any amount of
intercompany indebtedness due to Sellers or any of its affiliates
from the Acquired Companies on the Closing Date, except for any
trading related intercompany indebtedness, (ii) cash in excess of
the working capital limit, and (iii) any Intellectual Property of
Acquired Companies.

The Debtors' decision to enter into the Purchase Agreement, sell
the Shares, consummate the Sale, and enter into and perform under
the Ancillary Agreements is an exercise of sound business
judgment.  The Debtors have extensively marketed the Acquired
Companies with potential third party purchasers and the offer
presented under the Purchase Agreement represents the only viable
offer received with respect to the Acquired Companies.  In
addition, due to rapidly declining value of certain of the
Acquired Companies and the Debtors' continued exposure to further
costs, liabilities and losses related to those Acquired Companies,
the Debtors believe that the appropriate course of action to
maximize value for the Debtors' estates and all parties in
interest is to consummate the Sale.  This Sale further reflects
the Debtors' strong belief that simplification of the Debtors'
international platform is essential to the long-term health and
success of the Debtors' core North American business.

                     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: Stipulates With PBGC on Filing Consolidated Claim
------------------------------------------------------------------
The Pension Benefit Guaranty Corporation and The Reader's Digest
Association, Inc., and its affiliates has filed a stipulation
agreeing that PBGC may file consolidated proofs of claim in the
jointly-administered proceedings.

PBGC asserts that each of the Debtors is either a contributing
sponsor of the Pension Plan or a member of the contributing
sponsor's controlled group, and, therefore, is jointly and
separately liable for certain claims regarding the Pension Plan.

PBGC asserts that it has three separate claims regarding the
Pension Plan against each Debtor and that each of the claims to be
filed by PBGC in these cases, on its own behalf and on behalf of
the Pension Plan, can be asserted jointly and severally against
each of the Debtors.

If PBGC were to file three separate proofs of claim regarding the
Pension Plan against each of the 31 Debtors, PBGC would file a
total of 93 claims.  The filing of 93 separate claims would impose
an undue administrative burden on the Debtors, PBGC, the Debtors'
claims agent, and the Court.

Under the stipulation, the Debtors and PBGC expressly agree that
the filing of proofs of claim by PBGC on its own behalf or on
behalf of the Pension Plan in the lead case In re RDA Holding Co,
Ch. 11 Case No. 13-22233 (RDD) will be deemed to constitute the
filing of such proof of claim or proofs of claim in each of the
Debtors jointly administered chapter 11 cases.  Consequently, each
claim PBGC files under case number lead case In re RDA Holding Co,
Ch. 11 Case No. 13-22233 (RDD) will represent a separate claim
asserted against each of the 31 Debtors.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


RESIDENTIAL CAPITAL: Executives' Bonuses Draw U.S. Trustee's Ire
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Residential Capital LLC drew no objection
from the U.S. Trustee to bonuses for 155 non-executive workers,
the Justice Department's bankruptcy watchdog doesn't want the
mortgage-servicing subsidiary of non-bankrupt Ally Financial Inc.
awarding bonuses to eight executives.

According to the report, selling the businesses allowed ResCap to
rid itself of about 3,400 of 3,800 workers.  To complete the work
of the bankruptcy estate, ResCap for now is retaining about 260
workers and executives and wants to pay bonuses to more than 160
of them.  The 155 eligible non-executives are being offered a
$4.4 million bonus program to which the U.S. Trustee will make no
objection at the April 11 hearing.

Up to $3.3 million in bonuses for eight executives is another
matter.  ResCap believes that the executives' bonuses are
sufficiently tied to success in liquidating the remaining assets.
The U.S. Trustee says they are disguised retention bonuses, which
Congress bans for executives of bankrupt companies.  The U.S.
Trustee wants the judge to place details about the non-executive
bonuses on the public record. The identities of the 155 recipients
and the amounts were given to the U.S. Trustee confidentially.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


ROI ACQUISITION: Moody's Gives 'B2' CFR & Rates Term Loan 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family and B2-PD
Probability of Default Ratings to ROI Acquisition Corp in
connection with a proposed reverse acquisition. At the close of
the transaction ROI Acquisition Corp, parent of Anchor Hocking,
LLC and Oneida, LTD will be renamed EveryWare Global, Inc.

Moody's also assigned a B2 rating to the proposed $250 million
senior secured term loan of Anchor Hocking, LLC and Oneida, Ltd as
co-borrowers. The outlook is stable.

Proceeds from the proposed term loan along with approximately $180
million of equity will be used to fund the transaction. Upon
closing of the acquisition, EveryWare will be merged with and into
ROI Acquisition Corp, a special purpose acquisition company, with
EveryWare being the surviving entity.

"The reverse merger will increase EveryWare's financial leverage,"
stated Kevin Cassidy, Senior Credit Officer, at Moody's Investors
Service. Pro forma debt/EBITDA is high initially at over 6.0 times
(all metrics include Moody's standard analytical adjustments),
weakly positioning the company in the rating category. "However,
given the company's relatively stable replenishment business model
and our expectation that the company will reduce leverage by
repaying debt and through modest earnings growth, Moody's believes
credit metrics will gradually improve over the next year or two to
levels more consistent with a B2 rating," noted Cassidy.

The ratings are subject to the completion of the transaction and
Moody's review of final documentation.

The following ratings were assigned:

ROI Acquisition Corp. (to be renamed EveryWare Global, Inc.)

- Corporate Family Rating at B2;

- Probability of Default Rating at B2-PD;

- Speculative grade liquidity rating at SGL-2;

Anchor Hocking, LLC and Oneida, Ltd

- $250 million senior secured term loan maturing in 2019 at B2
   (LGD 4, 54%);

The following ratings of EveryWare, Inc. will be withdrawn at
closing:

- Corporate Family Rating at B2;

- Probability of Default Rating at B2-PD;

The following ratings of Anchor Hocking, LLC and Oneida, LTD will
be withdrawn at closing:

- $150 million senior secured term loan rating at B3 (LGD 4, 59%)

Ratings Rationale:

The B2 Corporate Family Rating reflects EveryWare's high pro forma
financial leverage (over 6 times), small scale with revenue of
under $425 million and limited geographic concentration, as well
as the high degree of competition in the table top segment in the
US. The rating also reflects the company's sensitivity to
discretionary consumer spending - and to the restaurant and
leisure sectors in particular. At the same time, the ratings
incorporate EveryWare's recurring revenue model through
replacement purchases, its portfolio of well recognized brands and
good near term liquidity profile.

EveryWare's SGL-2 speculative grade liquidity rating reflects its
good liquidity profile highlighted by a lack of debt maturities
until 2019, access to a $50 million ABL and expected covenant
cushion of at least 20%. Everyware's liquidity profile also
reflects Moody's expectation of less than $15 million of free cash
flow over the next year and pro forma cash balances of around $20
million.

The stable outlook reflects Moody's expectations that EveryWare's
credit metrics will improve in the next year or two through the
combination of modest earnings growth and debt repayments. The
outlook also reflects Moody's view that the company will maintain
a good liquidity profile.

The ratings could be downgraded if operating performance weakens,
financial policies become more aggressive, or liquidity
deteriorates. Specifically, the ratings could be downgraded if
debt/EBITDA is not reduced to below 5.5 times in the near to mid-
term or if EBITA/interest expense approaches 1.5 times.

An upgrade in the near term is unlikely given the small scale and
high leverage. Over time, ratings could be upgraded if the company
increases its scale and improves its credit metrics while
maintaining good liquidity and conservative financial policies.
For example, an upgrade would require debt/EBITDA to be sustained
below 4.0 times and EBITA/interest expense sustained above 2.5
times.

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

EveryWare, Global Inc., headquartered in Lancaster, OH, sells
tableware to mass retail and foodservice industries. The company's
portfolio of brands includes Anchor, Oneida, Sant'Andrea, Stolzle,
Spiegelau, Viners, Buffalo China and Schonwald. EveryWare is owned
by private equity firm Monomoy Capital Partners. Revenue for the
year ended December 31, 2012 approximated $425 million.


ROTECH HEALTHCARE: Delays 2012 Form 10-K for Internal Review
------------------------------------------------------------
Rotech Healthcare Inc. is in negotiations with certain of its
second lien noteholders, which collectively hold in the aggregate
a majority in outstanding principal amount of the Company's 10.5%
Senior Second Lien Notes, issued under the Indenture dated as of
March 17, 2011, among the Company, as Issuer, the subsidiary
guarantors named therein and The Bank of New York Mellon Trust
Company, N.A., as Trustee, regarding the potential restructuring
and recapitalization of the Company's current capital structure,
including without limitation the Company's obligations in respect
of the Consenting Noteholders.

As reported by the TCR on March 19, 2013, Rotech Healthcare Inc.
and the Consenting Holders have reached an agreement in principle
to restructure and recapitalize the Company's capital structure.
Under the agreement, Rotech expects to complete the restructuring
and recapitalization of its capital structure through a pre-
arranged plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code.

The Company entered into nondisclosure agreements with the
Consenting Noteholders for the purpose of facilitating those
confidential discussions.  In the course of those discussions, the
Company provided to the Consenting Noteholders certain information
regarding the Company's preliminary fourth quarter and annual
results for 2012.

Pursuant to those nondisclosure agreements, the Company was
contractually obligated under certain circumstances to make
publicly available the materials it provided to the extent those
materials could be deemed to constitute material non-public
information.

The Company notes that the fourth quarter and annual results are
preliminary and unaudited, and as such may be subject to material
revision, and in many instances also may be subject to normal
year-end adjustments and therefore the attached information should
not be relied upon by investors.

Pursuant to the preliminary report, the Company disclosed a net
loss of $17.2 million on $114.9 million of net revenues for the
three months ended Dec. 31, 2012, as compared with a net loss of
$8.8 million on $116.6 million of net revenues for the same period
during the prior year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $61 million on $462.20 million of net revenues, as compared
with a net loss of $16.5 million on $482 million of net revenues
in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $247 million
in total assets, $610.2 million in total liabilities and a $363.1
million total stockholders' deficiency.

The Company said it has substantially completed the preparation of
its financial statements for the year ended Dec. 31, 2012.
However, the Company plans to file a Notification of Late Filing
on Form 12B-25 with the SEC pertaining to its Annual Report on
Form 10-K in order to allow the Company more time to complete
additional internal review procedures as a result of the
government's execution of search warrants on March 13, 2013, which
was previously reported by the Company.  Those procedures are
being completed at the request of the Company's board of directors
under the supervision and direction of outside legal counsel.  The
Company currently expects to complete the Form 10-K and submit the
filing to the SEC on or before April 16, 2013.

A copy of the disclosure is available for free at:

                        http://is.gd/KhYbxj

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $255.76
million in total assets, $601.98 million in total liabilities and
a $346.22 million total stockholders' deficiency.

                            *    *     *

In the March 20, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Orlando,
Fla.-based Rotech Healthcare Inc. to 'SD' from 'CCC-'.  The rating
action stems from the company's missed interest payment
on its second-lien notes and the stated intention to convert the
notes to equity.

As reported by the TCR on March 20, 2013, Moody's Investors
Service downgraded Rotech Healthcare, Inc.'s Corporate Family
Rating to Ca from Caa3 and Probability of Default Rating to Ca-PD
from Caa3-PD.  The rating action is prompted by the company's
recent announcement of a debt reduction and restructuring plan (8K
filed March 15, 2013) that provides for significant debt
elimination through a pre-arranged Chapter 11 bankruptcy filing.


SAN BERNARDINO, CA: To Resume Making Payments to Calpers
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the city of San Bernardino, California, will resume
making payments in July to the state's public employees'
retirement fund, known as Calpers.  The city stopped making
contributions after filing for Chapter 9 municipal bankruptcy in
August.

According to a spokeswoman for Calpers, the city told the fund it
will begin making payments at the start of the fiscal year
beginning in July.  The annual payment is $25.5 million, or 21% of
the city's revenue.

The city said it had no alternative aside from halting payments to
Calpers, whose formal name is California Public Employees'
Retirement System. Had payments continued, the city said there
would be insufficient cash to pay workers' salaries.

                    About San Bernardino, Cal.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAN BERNARDINO, CA: Bank Backs Plan to Cut Union Contracts
----------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports a Luxembourg bank
that extended nearly $50 million to struggling San Bernardino,
Cal., is urging a bankruptcy judge to throw out the city's labor
contracts with the unions representing its police officers,
firefighters and midlevel managers, saying that the 210,000-
resident city won't be able escape bankruptcy without severely
cutting its labor costs.

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SCHOOL BOX: School Supply Retailer Files in Atlanta
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that School Box Inc., a 13-store retailer of toys and
educational materials, filed a petition for Chapter 11
reorganization (Bankr. N.D. Ga. Case No. 13-57431) on April 2 in
Atlanta.  Most of the stores are around Atlanta.  The Marietta,
Georgia-based company said assets are valued at less than
$10 million.


SCHOOL SPECIALTY: Debtor and Lender Facing Two Pivotal Hearings
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that School Specialty Inc. has two pivotal hearings in the
space of a week.

For the company itself, April 11 is the key day when the U.S.
Bankruptcy Court in Delaware will be asked to approve disclosure
materials so creditors can vote on the Chapter 11 plan.  The
hearing will include a request by School Specialty for permission
to pay expenses of the lender it selects to negotiate so-called
exit financing.  The loan must be large enough to cover cash
requirements in implementing the plan, including repayment of the
loan financing the Chapter 11 effort.

For Bayside Financial LLC, the critical hearing was slated
April 5, when the official creditors' committee is attacking the
secured lender's right to what the panel calls a $25 million
penalty for early repayment of a $70 million secured loan.  To
ratchet up pressure on Bayside, the committee filed a lawsuit in
bankruptcy last week contending that a $1.2 million pre-bankruptcy
make-whole payment on a $3 million reduction in a term loan was a
fraudulent transfer.  The committee contends that the make-whole
was so large as to be unenforceable under New York law.  According
to the committee, the payment was a fraudulent transfer because it
wasn't a "valid and legally enforceable antecedent debt."

According to the report, the Debtor's dual track reorganization
plan calls for selling the business at auction on May 8 or
reorganizing while giving stock to lenders and unsecured
creditors.  If the business is sold, proceeds will be distributed
according to creditors' rankings.  Otherwise, the plan calls for
sharing ownership among lenders, noteholders and unsecured
creditors.

                       About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.


SEVEN COUNTIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Seven Counties Services, Inc.
        101 W Muhammad Ali Blvd
        Louisville, KY 40202

Bankruptcy Case No.: 13-31442

Chapter 11 Petition Date: April 4, 2013

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Judge: Joan A. Lloyd

Debtor's Counsel: David M. Cantor, Esq.
                  SEILLER WATERMAN LLC
                  462 S. 4th Street, Ste 2200
                  Louisville, KY 40202
                  Tel: 584-7400
                  E-mail: cantor@derbycitylaw.com

Scheduled Assets: $45,603,716

Scheduled Liabilities: $232,598,880

The petition was signed by Anthony M. Zipple, president/CEO.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Kentucky Retirement                              $227,000,000
Systems
William W. Thielen,
Executive Director
Parimeter Park West
1260 Louisville Road
Frankfort, KY 40601

Fifth Third Bank                                 $96,289
401 S. 4th Street
Louisville, KY 40202

Guardian                                         $54,693
P.O. Box 677458
Dallas, TX 75267-7458

South Central Printing                           $30,131

Kentucky State Treasurer                         $28,542

Stanley Schultze & Co., Inc.                     $27,664

Staples                                          $27,205

Mattingly Foods of Louisville                    $27,055

Companion Life Insurance Co.                     $22,956

Mercer                                           $21,641

Robert Half Management                           $13,950
Resources

Schizophrenia Foundation                         $11,278

Klosterman Baking Co.                            $7,960

Al Jenson Distributor                            $5,762

Prairie Farms Dairy                              $5,444

Prosys Information Systems                       $4,995

Volunteers of America, Inc.                      $4,371

Alliance Comfort Systems                         $4,289

Level 3 Communications LLC                       $4,253

Monitor 24-7 Inc.                                $4,238


SHOPPES OF LAKESIDE: Court Enters Final Decree Closing Case
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
entered a final decree closing the Chapter 11 case of Shoppes of
Lakeside, Inc.

Neptune Beach, Florida-based Shoppes of Lakeside, Inc., holds
title to and generates income from residential and commercial
buildings and unimproved land in Duval County.  The Debtor owns 45
commercial properties and 10 residential properties.  The Debtor
filed for Chapter 11 bankruptcy protection on June 15, 2010
(Bankr. M.D. Fla. Case No. 10-05199).  Taylor J. King, Esq., at
the Law Offices of Mickler & Mickler, in Jacksonville, Fla.,
represents the Debtor as counsel.  The Debtor disclosed
$39.9 million in assets and $37.7 million in liabilities.

Pursuant to the Plan terms, general unsecured claims will be paid
100% distribution, together with 5% interest, over 84 months.
With respect to the one shareholder who owns 100% equity interest
in the Debtor, no distribution will be made until all prior
classes are paid in full.


SPANISH BROADCASTING: Has Yet to Request Stock Delisting Hearing
----------------------------------------------------------------
Spanish Broadcasting System, Inc. on April 1 disclosed that the
Company has not yet decided whether it would request a hearing or
permit its Class A common stock to be delisted.  If the Class A
common stock were to be delisted, it could negatively affect the
liquidity and price of the Class A common stock.

                      NASDAQ Delisting Letter

On October 3, 2012, the Company received a written deficiency
notice from the NASDAQ Global Market advising the Company that the
market value of its Class A common stock for the previous 30
consecutive business days had been below the minimum $15,000,000
required for continued listing on the NASDAQ Global Market
pursuant to NASDAQ Listing Rule 5450(b)(3)(C).

Pursuant to NASDAQ Listing Rule 5810(c)(3)(D), the Company was
provided an initial grace period of 180 calendar days, or until
April 1, 2013, to regain compliance with the Rule.  The Company
did not regain compliance with the Rule by April 1, 2013.  On
March 29, 2013, the Company filed an application to be listed on
the NASDAQ Capital Market.  If the application is approved by
NASDAQ, the Company's Class A common stock will continue to be
listed on the NASDAQ Global Market until it is switched to the
NASDAQ Capital Market, which is expected to occur in April 2013.
We expect the application to be approved, but there can be no
guarantee that it will be.  If the Company's application is not
approved, NASDAQ will provide written notification to the Company
that its Class A common stock is subject to delisting from the
NASDAQ Global Market, at which time we will have an opportunity to
appeal the determination to a NASDAQ Hearings Panel.

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

                   About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at Sept. 30, 2012, showed
$473.83 million in total assets, $427.51 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock, and a $46.03 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


SPROUTS FARMERS: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
---------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
Phoenix-based Sprouts Farmers Markets Holdings LLC to negative
from stable and affirmed its 'B+' corporate credit rating.

At the same time, S&P assigned a 'B+' issue-level rating and a '4'
recovery rating to the proposed $60 million revolving credit
facility and $625 million term loan B that Sprouts plans to issue.
The '4' recovery rating indicates S&P's expectation of average
(30% to 50%) recovery of principal in the event of default.

"According to the company, it will use the proceeds from the
transaction, along with some cash from the balance sheet, to
refinance its existing credit facilities and pay a $207 million
dividend to shareholders," said credit analyst Kristina
Koltunicki.  "We will withdraw the existing 'B+' issue rating
and '4' recovery rating on the company's existing term loan B when
the proposed transaction closes."

The negative outlook reflects Sprouts' more aggressive financial
policies that have led to weaker credit protection measures
following the proposed transaction.  Debt leverage could remain in
the low-6x area over the next 12 months if performance gains do
not reach levels projected in S&P's base-case forecast.

S&P could downgrade the company if debt-to-EBITDA does not decline
as much as anticipated due to weaker-than-expected operating
performance from a slower executed store expansion or an increase
in competitive pressures.  This could occur if margins decline by
approximately 100 basis points (bps), while maintaining projected
revenue growth levels in 2013.  At that time, leverage would be in
the high-5x-to-low-6x area.  S&P could also lower the rating if
financial policies become more aggressive, such that debt levels
increase by about $100 million during 2013 to fund an additional
dividend or acquisition.

S&P could revise the outlook to stable if leverage declines to the
low 5x area.  This could occur if EBITDA grows 5% over S&P's
forecast and debt declines by $50 million.  This scenario could
also occur if the company performs ahead of S&P's expectations,
with a margin expansion of about 100 bps and revenues that are
in line at current projected levels.


STABLEWOOD SPRINGS: Hearing on DIP Financing Tomorrow
-----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
postponed to April 9, 2013, the hearing on Stablewood Springs
Resort, LP, and Stablewood Springs Resort Operations, LLC's
emergency motion for final authority to incur postpetition senior
secured superpriority indebtedness.

As reported in the TCR on Jan. 23, 2013, the Debtors have arranged
DIP financing from Alliance Prime Associates in the amount of
$850,000.

In a Fifth Interim DIP Order entered Feb. 25, 2013, the Court
authorized the Debtors to obtain additional postpetition loans
from Alliance of up to $70,300.  In four prior occasions, the
Debtors had obtained authority to incur post-petition loans of
$95,000, $40,000, $81,800, and $43,100.  Including the most recent
interim DIP Order, the total amount that have so far been
authorized comes to $330,200.

                 About Stablewood Springs Resort

Stablewood Springs Resort, LP, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 12-53887) in San Antonio on Dec. 17, 2012.
Stablewood Springs Resort disclosed assets of $11.15 million and
liabilities of $22.8 million as of Nov. 30, 2012.  Liabilities
include $10.4 million in secured debt and
$9.3 million of disputed secured debt.

Affiliate Stablewood Operations, LLC, filed a bare-bones Chapter
11 petition on Dec. 17, 2012 (Bankr. W.D. Tex. Case No. 12-53889).

The Debtors and their non-debtor affiliates operate the Stablewood
Springs Resort, which is located on the Guadalupe River in Hunt,
Texas, about one and one-half hours west of San Antonio and about
thirty minutes from Fredericksburg, Comfort, and Kerrville.
Surrounding the Resort are working ranches, private hunting
compounds, and several exclusive summer camps for boys and girls.
The Resort and adjacent land consist of approximately 500 acres,
including waterfront property, spring-fed water features, and
significant elevations.  When complete, the Resort will consist of
105 luxury villas, on-site resort amenities, and access to the
area's premier golf club.

The Debtors' cases are jointly administered under Bankruptcy Case
No. 12-53887.  David S. Gragg, Esq., Steven R. Brook, Esq.,
Natalie F. Wilson, Esq., and Sara Murray, at Langley & Banack,
Inc., in San Antonio, Texas, represent the Debtors as counsel.


STAR BUFFET: Sells Real Estate Asset to Repay Wells Fargo
---------------------------------------------------------
Star Buffet, Inc. on April 1 disclosed that the company has sold
its former JB's Restaurant in Sierra Vista, Arizona.  Proceeds
from the real estate sale were used to repay Wells Fargo Bank,
N.A. in accordance with the company's Second Amended Joint Plan of
Reorganization which was approved by the United States Bankruptcy
Court for the District of Arizona on December 17, 2012.

"This real estate sale represents the first of a number of
anticipated asset sales in the current fiscal year," said Robert
E. Wheaton, Star Buffet's president.  Commenting further, Mr.
Wheaton stated, "Proceeds from pending sales will also be used to
reduce the outstanding loan balance with Wells Fargo."

                         About Star Buffet

Star Buffet, Inc. is a multi-concept restaurant operator.  As of
January 22, 2013, Star Buffet, Inc. through its subsidiaries,
operated seven 4B's restaurants, five JB's restaurants, three K-
BOB'S Steakhouses, three Barnhill's Buffet restaurants, two
Western Sizzlin restaurants, two JJ North's Country Buffet
restaurants, two Pecos Diamond Steakhouses, one Casa Bonita
Mexican theme restaurant, one BuddyFreddys restaurant and one Bar-
H Steakhouse.

Based in Arizona, Star Buffet, Inc. filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 11-27518) on Sept. 28, 2011.
Judge George B. Nielsen Jr. presides over the case.  S. Cary
Forrester, Esq., at Forrester & Worth, PLLC, represents the
Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.

Summit Family Restaurants Inc. filed a voluntary petition for
reorganization under Chapter 11 on Sept. 29, 2011.  The cases are
being jointly administered.  None of the Company's other
subsidiaries were included in the bankruptcy filing.



STARWOOD PROPERTY: S&P Assigns 'BB' Issuer Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issuer credit rating to Starwood Property Trust Inc. (Starwood).
The outlook on the long-term rating is stable.  At the same time,
S&P assigned a 'BB+' issue-level rating to the proposed
$300 million senior secured term loan B based on its expectations
that creditors would likely experience a full recovery in the
event of a payment default by the issuer.

"Our ratings on specialty finance company Starwood Property Trust
Inc. reflect its exposure to subordinated commercial real estate
loans and securities, its reliance on secured funding lines with
the potential for margin calls, and its relatively short operating
history," said Standard & Poor's credit analyst Robert Hansen.
"The company's low leverage, strong earnings, and the conservative
loan-to-value ratios of its loans help mitigate these risks and
are positive factors."

S&P's 'BB+' rating on Starwood's proposed $300 million, seven-year
senior secured term loan--one notch above its long-term issuer
credit rating--reflects its expectation that creditors would
likely receive full repayment in the event of a payment default by
the issuer.  The loan will be collateralized by approximately
$1.4 billion of assets, or more than 4x the $300 million
outstanding loan balance.  The collateral for the loan includes a
mix of senior whole loans, A-notes, subordinated, and mezzanine
loans, as well as other assets such as cash, CMBS, and special
servicing assets--with what S&P views as conservative advance
rates applied to determine the borrowing base.  Starwood has
significant flexibility in terms of what assets it allocates to
the borrowing base over time.

"Standard & Poor's stable rating outlook incorporates our
expectation that both Starwood's profitability and the performance
of its loan and investment portfolios will remain strong in 2013
and 2014," said Mr. Hansen.

S&P is unlikely to raise the ratings on Starwood within the next
two years, given the very high concentration to hospitality
borrowers within the company's investment portfolio, large
exposures to subordinated mortgages and mezzanine loans, as well
as integration risks associated with its pending acquisition of
LNR.  However, S&P could lower the ratings if CRE property
valuations decline materially, loan performance weakens,
profitability falls significantly, or if the company takes any
large impairments within its investment portfolio.


STOCKTON, CA: Assured Guaranty Disputes Chapter 9 Ruling
--------------------------------------------------------
Assured Guaranty Ltd. (together with its subsidiaries, Assured
Guaranty) stated on April 1 that it respectfully disagrees with
the Court's ruling that the City of Stockton met its burden of
satisfying the Chapter 9 eligibility requirements.  Further,
Assured Guaranty believes that the proceedings last week
demonstrated that the citizens and other stakeholders of Stockton
will all benefit from a consensual approach that truly resolves
the City's financial predicament and treats all of Stockton's
stakeholders in a fair and equitable manner.

Assured Guaranty noted that Judge Klein stated that the question
of eligibility was "very much of a preliminary hearing, much like
a qualifying heat in a race for a sporting event."

The Court also observed that the real, substantive issues posed by
the City's chapter 9 filing, including the ability of the City's
Ask to result in a fair, equitable and feasible Plan of
Adjustment, will be addressed during the plan confirmation stage.
Assured Guaranty believes that the City's current Ask falls short
of the fairness requirements mandated by Chapter 9.

Assured Guaranty remains committed to working with the City to
find a productive path forward that addresses the challenges
facing the City.  For example, Assured Guaranty has identified a
number of practical solutions that will allow the City to emerge
from bankruptcy in a much stronger position than when it entered
and believes these solutions provide a realistic avenue to reach a
consensual resolution with all stakeholders.  Together with
Stockton's taxpayers and residents, Assured Guaranty has a
substantial interest in seeing the City emerge from its financial
predicament as a viable and sustainable governmental enterprise
for the long term.  Assured Guaranty looks forward to the City
working with it and all the other stakeholders on a collective
approach to achieve that goal.

Assured Guaranty Ltd. -- http://wwww.assuredguaranty.com--
(together with its subsidiaries, Assured Guaranty or the Company)
is a publicly traded Bermuda-based holding company.  Its operating
subsidiaries provide credit enhancement products to the U.S. and
international public finance, infrastructure and structured
finance markets.


STOCKTON, CA: Dimond Kaplan Investigates Municipal Bond Losses
--------------------------------------------------------------
The national securities law firm of Dimond Kaplan & Rothstein,
P.A. is investigating Stockton, California municipal bond holders'
investment losses.

On April 1, 2013, a federal judge granted the city of Stockton,
California's request for federal bankruptcy protection.
Stockton's bankruptcy could result in municipal bond investors
losing millions of dollars.  Bankrupt cities must come up with a
plan for creditors to forgive some of the debt.  That means that
holders of Stockton's municipal bonds likely will not get all of
their money back.  Those would include holders of $165 million in
bonds the city issued in 2007.

A host of questions arise out of the bankruptcy, including whether
Stockton can fund the retirement pensions of its employees before
paying other debts.  Stockton reportedly owes $900 million to the
California Public Employees Retirement System (CalPERS). If
Stockton pays CalPERS before paying other debts, there presumably
would be less money left to pay other debts, including Stockton's
municipal bond holders.

Investors who purchased Stockton municipal bonds may have claims
against the brokerage firms that sold the municipal bonds if the
brokerage firms failed to inform investors of Stockton's shaky
financial position, i.e., the likelihood that Stockton would not
be able to repay its debts.

Dimond Kaplan & Rothstein, P.A. -- http://www.dkrpa.com--
maintains offices in Los Angeles, Miami, New York, and West Palm
Beach and represents individual and institutional investors
throughout the United States.  If you would like to discuss your
legal rights and how you may be able to recover your Stockton
municipal bonds losses, please email us at info@dkrpa.com or call
us, toll-free, at (888) 578-6255.

                      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.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


SUNSHINE HEART: EY LLP Raises Going Concern Doubt
-------------------------------------------------
Sunshine Heart, Inc., filed on March 12, 2013, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

Ernst & Young LLP, in Minneapolis, Minnesota, expressed
substantial doubt about Sunshine Heart's ability to continue as a
going concern, citing the Company's recurring losses from
operations and projected future capital requirements.

The Company reported a net loss of $14.1 million on $nil sales in
2012, compared with a net loss of $16.2 million on $nil sales in
2011.

The Company's balance sheet at Dec. 31, 2012, showed $15.0 million
in total assets, $2.1 million in total liabilities, and
stockholders' equity of $12.9 million.

A copy of the Form 10-K is available at http://is.gd/J7JHDm

Eden Prairie, Minnesota-based Sunshine Heart is an early-stage
medical device company focused on developing, manufacturing and
commercializing its C-Pulse System for treatment of Class III and
ambulatory Class IV heart failure.


T-L BRYWOOD: Hearing on Cash Collateral Continues Tomorrow
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued until tomorrow, April 9, 2013, at 10 a.m., the hearing
to consider T-L Brywood LLC's request to further use cash
collateral.

Previous interim cash collateral orders have been signed by the
bankruptcy judge.  In return for the Debtor's continued interim
use of cash collateral, lender The Private Bank and Trust Company
is granted adequate protection for its purported secured interest,
including:

   -- inspection by the lender of the Debtor's book of records,

   -- the Debtor's maintenance of insurance to cover all assets.

   -- and reservation of the Debtor of sufficient funds for the
      payment of real estate taxes, and

   -- granting the lender security interests in the Debtor's
      postpetition assets.

                       About T-L Brywood LLC

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  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.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  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.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


TEMECULA MINING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Temecula Mining Group and Water Rights, LLC
        30078 La Primavera St.
        Temecula, CA 92592

Bankruptcy Case No.: 13-16153

Chapter 11 Petition Date: April 4, 2013

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: James Mortensen, Esq.
                  SOCAL LAW GROUP PC
                  3700 Wilshire Blvd Ste 520
                  Los Angeles, CA 90010
                  Tel: (213) 387-7414
                  Fax: (213) 387-8414
                  E-mail: pimmsno1@aol.com

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

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

The petition was signed by Mark Smith, manager.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


THERAPEUTICSMD INC: Rosenberg Rich Raises Going Concern Doubt
-------------------------------------------------------------
TherapeuticsMD, Inc., filed on March 12, 2013, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2012.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about TherapeuticsMD's ability to
continue as a going concern, citing the Company's loss from
operations of approximately $16 million and negative cash flow
from operations of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $5.8 million
in total assets, $7.2 million in total liabilities, and a
stockholders' deficit of $1.4 million.

A copy of the Form 10-K is available at http://is.gd/e8AkSW

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.


THERMOENERGY CORP: Incurs $7.4 Million Net Loss in 2012
-------------------------------------------------------
ThermoEnergy Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $7.38 million on $6.97 million of revenue for the year
ended Dec. 31, 2012, as compared with a net loss of $17.38 million
on $5.58 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $9.03 million
in total assets, $19.64 million in total liabilities and a $10.61
million total stockholders' deficiency.

Grant Thornton LLP, in Westborough, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $7,382,000 during the year
ended Dec. 31, 2012, and, as of that date, the Company's current
liabilities exceeded its current assets by $7,094,000 and its
total liabilities exceeded its total assets by $10,611,000.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/HfxkiT

                    About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.


THQ INC: Retention Bonuses Attract No Objections
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that there was no opposition to the second round of
bonuses proposed by liquidating video-game developer THQ Inc.

THQ sold most of the business to five buyers in January,
generating $72 million.  To keep employees from quitting
prematurely, the bankruptcy judge previously approved a $477,500
in bonuses for 59 workers who remained through the sale.  Last
week, the bankruptcy judge approved a second slug of $245,000 in
bonuses for nine key workers.  No single employee can receive more
than $75,000.

The remaining workers, the report discloses, are needed to sell
remaining assets, complete the liquidation, and promulgate a
Chapter 11 plan.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TOLL BROTHERS: S&P Assigns 'BB+' Rating to New $300MM Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue rating
and '3' recovery rating to Toll Brothers Finance Corp.'s proposed
offering of $300 million of senior notes due 2023.  S&P's '3'
recovery rating indicates its expectation for a meaningful
(50%-70%) recovery in the event of a default.

The new notes will rank equally with Toll Brothers Finance Corp.'s
other senior unsecured obligations.  The company's indirect parent
company, Toll Brothers Inc. (Toll), and all of Toll's subsidiaries
that are also guarantors under its revolving credit facility will
guarantee the notes.  Toll plans to use proceeds from the offering
for general corporate purposes, which may include the repayment or
repurchase of debt.

Standard & Poor's ratings on Pennsylvania-based Toll largely
reflect the homebuilder's "satisfactory" business risk profile,
which is supported by a leading market position in the luxury
housing segment.  Toll's emphasis on move-up and luxury new home
buyers has historically enabled it to generally achieve higher
gross margins (adjusted for interest in cost of goods sold) than
most of its homebuilding peers.  This is, in part, due to higher
average sales prices and lower cancellation rates.  S&P views
Toll's financial risk profile as "significant."  Key EBITDA-based
credit metrics are currently weak for the rating, but S&P believes
Toll is well positioned to improve profitability because its
sizeable land position and low level of speculative inventory
should enable the company to significantly grow sales volumes and
increase margins over the next two to three years.  As a result,
S&P expects credit metrics will improve substantially over this
time frame, approaching stronger, predownturn levels by year-end
2014.

The stable outlook reflects S&P's expectation that the company's
well-positioned operating platform in the luxury U.S. housing
segment will drive strong growth in sales volumes and revenue over
the next two years.  S&P also believes that Toll's strong
liquidity position will enable the company to continue to maintain
substantial investments in land and inventory needed to sustain
profitable growth over the next two to three years.  As a result,
S&P believes key credit metrics will improve, with debt to EBITDA
declining to about 4x by year-end 2014 and debt to total capital
approaching the mid-30% area.

RATINGS LIST

Toll Brothers Inc.
Toll Brothers Finance Corp.
Corporate Credit Rating              BB+/Stable

New Rating

Toll Brothers Finance Corp.
$300 mil. senior notes due 2023
Senior Unsecured                     BB+
  Recovery Rating                     3


TRAINOR GLASS: Committee Wins OK for Protiviti as Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Trainor Glass Company obtained permission from the U.S.
Bankruptcy Court for the Northern District of Illinois to retain
Protiviti, Inc., as its financial advisor.

Protiviti may provide these services, including:

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

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

   (c) Preparation of estimated payout or distribution analyses;

   (d) Review and analysis of financial and cash flow projections
       to evaluate the feasibility of the Debtor's projections or
       any proposed Plan of Reorganization;

   (e) Review or assistance in formulation of any proposed Plan of
       Reorganization and Disclosure Statement;

   (f) Provide testimony as required regarding the feasibility of
       any proposed Plan of Reorganization;

   (g) Assist the Committee and its counsel in developing
       strategies and related negotiations with the Debtor and
       other interested parties with respect to elements of the
       Debtor's treatment to the unsecured creditors under a
       proposed Plan or such treatment under alternative
       proposals;

   (h) Assisting the Committee and its counsel as requested with
       respect to various financial matters; and

   (i) Performing all other services as may be required and in the
       interests of the creditors.

Protiviti has advised the Committee that the current hourly rates
applicable to anticipated professionals and paraprofessionals
assigned to the case, are:

     Managing Directors                 $525 - $620
     Directors & Associate Directors    $395 - $465
     Senior Managers & Managers         $290 - $390
     Senior Consultants & Consultants   $160 - $290
     Administrative                      $85 - $120

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

                    About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
has tapped Cole, Martin & Co., Ltd., to render certain auditing
services related to the Debtor's 401(k) and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAINOR GLASS: May Expand Scope of Cole Martin Employment
---------------------------------------------------------
Trainor Glass Company sought and obtained permission from the
Bankruptcy Court to expand the scope of employment of Cole,
Martin, & Co., Limited to include the preparation of the Debtor's
federal and state income tax returns for the year ended Dec. 31,
2012.  The Debtor's fee for the services is $12,000.

The Debtor previously obtained permission to employ Cole, Martin &
Co., Ltd., to render certain auditing services related to the
Debtor's 401(k) and profit sharing plan, nunc pro tunc to Aug. 27,
2012.

                      About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
has tapped Cole, Martin & Co., Ltd., to render certain auditing
services related to the Debtor's 401(k) and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAVELPORT LLC: S&P Lowers Corporate Credit Rating to 'CC'
----------------------------------------------------------
Standard and Poor's Rating Services said that it lowered to 'CC'
from 'CCC+' its long-term corporate credit ratings on U.S.-based
travel services provider Travelport Holdings Ltd. and its indirect
primary operating subsidiary Travelport LLC (together,
Travelport).  The outlook is negative.

In addition, S&P lowered all its issue ratings on the debt
facilities borrowed by Travelport.  In particular:

   -- S&P lowered its issue rating on the first-lien senior
      secured debt facilities to 'CCC' from 'B'.  The recovery
      rating on the first-lien facilities is unchanged at '1',
      indicating S&P's expectation of very high (90%-100%)
      recovery prospects in the event of a payment default.

   -- S&P lowered its issue rating on the senior unsecured notes
      to 'C' from 'CCC'.  The recovery rating on these notes is
      unchanged at '5', indicating S&P's expectation of modest
      (10%-30%) recovery prospects in the event of a payment
      default.

   -- S&P lowered its issue rating on the 1.5-lien and second-lien
      facilities, the subordinated notes, and the payment-in-kind
      (PIK) notes to 'C' from 'CCC-'.  The recovery ratings on
      these debt instruments are unchanged at '6', indicating
      S&P's expectation of negligible (0%-10%) recovery prospects
      in the event of a payment default.

The downgrades follow Travelport's announcement that it has
obtained agreements from all classes of debtholders, including
about 96% of the 2014 noteholders, to implement its comprehensive
capital refinancing and restructuring plan.  The plan includes
exchanging its holdco PIK notes into senior subordinated notes and
equity; extending the tenor of its senior unsecured notes due 2014
to 2016; issuing new secured loans of about $860 million; and
exchanging its second-lien notes for new second-lien loans.
According to S&P's criteria, it views the exchange of the PIK
notes as distressed and tantamount to a default.

As part of the restructuring, Travelport will exchange $25 million
of the principal of the tranche A PIK notes for senior
subordinated notes for a consent fee of 50 basis points.  It will
exchange the remaining tranche A and tranche B PIK notes of about
$478 million for equity.  In S&P's opinion, this will result in
loanholders accepting less than they were originally promised.
S&P believes that loanholders have accepted the offer because of
the perceived risk that Travelport may not fulfill its original
obligations.  In S&P's view, the offer is distressed rather than
opportunistic because there is a real possibility of a
conventional default over the short term (S&P sees a risk that
the group could fail to refinance the $752 million 2014 debt
maturities or file for bankruptcy).

There is a likelihood of S&P lowering its issue rating on the PIK
instrument to 'D' (default) if Travelport closes its capital
restructuring as proposed.  The outlook also reflects the
likelihood of S&P lowering the corporate credit ratings on both
Travelport LLC and Travelport Holdings to 'SD' should the group
continue to honor its other debt obligations.

After the restructuring, S&P will review Travelport's new capital
structure and liquidity profile, including headroom under the
covenants.  Although S&P believes that the refinancing plan is a
positive step toward simplifying the company's capital structure,
the company will in S&P's view remain highly leveraged with
limited headroom under its covenants, which will likely constrain
any subsequent rating upside.


TRINITY COAL: Has CRO With Powers Like Trustee
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that lenders bent on tossing Trinity Coal Corp. into
bankruptcy involuntarily won most of what they sought.  Following
the involuntary Chapter 11 filing on Feb. 19, Scott Depot, West
Virginia-based Trinity consented to being in bankruptcy
reorganization on March 4.

The report recounts the involuntary bankruptcy was filed by
affiliates of Credit Agricole SA, ING Groep NV and Natixis, saying
they were owed $104 million.  The banks also filed papers asking
the bankruptcy judge to appoint a Chapter 11 trustee, ousting
company management.

According to the report, in a compromise, the lenders agreed to
the appointment of David Stetson as chief restructuring officer.
With the blessing of the bankruptcy court in Lexington, Kentucky,
on April 2, Stetson has exclusive power to run the business, agree
to sell assets and propose a reorganization plan.

State mining regulators, the report relates, successfully objected
to making Stetson exempt from registering with the state as an
officer of a coal-mine operator.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted these involuntary cases to
voluntary Chapter 11 cases.


TRIUS THERAPEUTICS: Positive Results From Study of Tedizolid
------------------------------------------------------------
Trius Therapeutics, Inc., announced top-line results from its
ESTABLISH 2 Phase 3 clinical trial of tedizolid phosphate (TR-701)
for the treatment of acute bacterial skin and skin structure
infections (ABSSSI), including methicillin resistant
Staphylococcus aureus (MRSA).  As in the ESTABLISH 1 study, which
tested the oral dosage form of tedizolid, the ESTABLISH 2
intravenous (IV) to oral transition study captured the endpoints
for ABSSSI established by both the U.S. Food and Drug
Administration (FDA) and the European Medicines Agency (EMA).

Trius conducted the trial at 95 sites in North and South America,
Europe, Australia, New Zealand and South Africa.  The randomized,
double-blind, placebo-controlled study enrolled 666 patients with
ABSSSI.  Patients received either 200 mg of tedizolid once a day
for six days of treatment plus four days of placebo or 600 mg of
linezolid (Zyvox(R)) twice a day for 10 days of treatment.
Patients initially received the IV dosage form of either tedizolid
or linezolid with the option to switch to the respective oral
dosage forms at the discretion of the clinical investigator on or
after the second day of treatment.

Tedizolid met its primary endpoint of non-inferiority (10% NI
margin) to linezolid as measured by a 20 percent or greater
reduction in lesion area at 48 to 72 hours after the first
infusion of study drug.  Tedizolid also met all secondary efficacy
endpoints measured at both the end of therapy and post treatment
evaluations.

As in the ESTABLISH 1 study, both tedizolid and linezolid were
generally well tolerated in ESTABLISH 2 with drug-related
treatment emergent adverse events (TEAE) reported in 20.5% of
tedizolid patients versus 24.8% of linezolid treated patients.
Gastrointestinal adverse events were the most commonly reported of
all TEAEs (16.0% in tedizolid vs. 20.5% in linezolid).

"The consistently strong results of the two Phase 3 studies
support the promise of tedizolid as a safe and effective new
antibiotic, especially in an era of increasing multi-drug
resistant Staphylococcus aureus," said Andrew F. Shorr, M.D. MPH,
Associate Professor of Medicine, Washington Hospital Center,
Washington, D.C.  "The potential to treat severe MRSA infections
with a novel once-daily agent and a shorter course of therapy
offers substantial benefits to patients and, potentially, payers
and the healthcare system."

"These results confirm Trius' ability to successfully execute a
comprehensive clinical program intended to support global
approval," said Jeffrey Stein, Ph.D., president and chief
executive officer of Trius.  "We are committed to responding to
the needs of patients and physicians worldwide for new and
effective antibiotics. Looking ahead, we intend to file our NDA
for tedizolid as well as initiate a Phase 3 study of tedizolid in
patients with severe pneumonia during the second half of this
year."

Data from the ESTABLISH 1 study, which tested the oral dosing of
tedizolid, were published in The Journal of the American Medical
Association (JAMA) in February 2013.  "The collective results of
ESTABLISH 1, ESTABLISH 2 and additional clinical studies support
the differentiated profile of tedizolid and pave the way for new
drug application (NDA) and marketing authorization application
(MAA) submissions in the U.S. and European Union, respectively,"
added Dr. Philippe Prokocimer, chief medical officer of Trius.

                     About Trius Therapeutics

San Diego, Cal.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

Trius Therapeutics incurred a net loss of $53.92 million in 2012,
a net loss of $18.25 million in 2011, and a $23.86 million net
loss in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $75.27 million in total assets, $18.48 million in total
liabilities and $56.78 million in total stockholders' equity.


UBS WILLOW: David R. Chase Law Firm Investigates Potential Claims
-----------------------------------------------------------------
The Law Firm of David R. Chase, P.A., headed by a former SEC
Prosecutor, on April 5 disclosed that it is continuing its
investigation into potential claims for the recovery of losses
sustained by investors in the UBS Willow Fund.

In October 2012 investors were informed that the Willow Fund would
be liquidated, after having sustained substantial losses.  In a
recent New York Times article on the UBS Willow Fund, it was
reported that it had suffered losses of approximately 80% in the
first three quarters of 2012 after its manager made a radical
change in investment strategy and "piled into some colossally bad
derivative trades."  "The investors, some of whom hadn't realized
they were holding a portfolio filled with risky bets against the
debt of European nations, were stunned," says the article.

The Willow Fund's exposure to credit default swaps began to
significantly increase, and by the end of 2008, while corporate
bonds amounted to only 6% of the portfolio, the value of credit
default swaps rocketed to 25% of the portfolio, from only 2.6% in
2007.  By 2009, credit default swaps amounted to 43% of the Willow
Fund's portfolio composition, the article claims.

The Law Firm of David R. Chase is investigating whether UBS
accurately offered and sold the Willow Fund as a safe, secure and
suitable investment, particularly to retirees and those customers
seeking minimal volatility with stable income, and whether it
adequately disclosed the true material risks involved,
particularly after the significant material change in the fund's
strategy and portfolio composition.  The Law Firm is also
investigating whether clients' portfolios were over-concentrated
in the Willow Fund investment.

UBS customers who purchased the Willow Fund are encouraged to
contact my law firm to explore whether they can recover their
losses.  All calls handled on a confidential, no obligation basis.
Cases taken on a contingency fee basis, meaning no attorney's fee
owed to the law firm if no recovery.

Based in Fort Lauderdale, Florida, The Law Office of David R.
Chase, P.A. -- http://www.davidchaselaw.com-- represents
investors nationwide.  David Chase has been practicing for 20
years, is AV-Rated by Martindale-Hubbell -- its highest competence
and ethics rating -- and previously served as a Securities and
Exchange Commission (SEC) Prosecutor.

To discuss your legal options for a potential recovery of your
losses, please call me:

        David R. Chase, Esq.
        Law Office of David R. Chase, P.A.
        1700 East Las Olas Boulevard, Suite 305
        Fort Lauderdale, FL 33301
        Telephone: 888-337-8625 (Toll Free)
                   954-920-7779
        E-mail: david@davidchaselaw.com


UNITED CONTRACTORS: A.M. Best Cuts Finc'l. Strength Rating to 'C-'
------------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C-
(Weak) from B (Fair) and issuer credit rating to "cc" from "bb" of
United Contractors' Insurance Company Incorporated A RRG (UCIC)
(Wilmington, DE).  The outlook for both ratings is negative.
Concurrently, A.M. Best has withdrawn the ratings, reflecting
management's decision to no longer participate in A.M. Best's
interactive rating process.

The ratings are based on UCIC's rapid decline in policyholder
surplus caused by several large losses over the past two years and
its continuing escalating adverse development.  Policyholder
surplus for UCIC peaked in 2009 at $16.2 million.  As of third
quarter 2012, surplus was $8.9 million, and at year-end 2012,
after a delayed statutory filing, UCIC's surplus was $2.1 million.
The precipitous decline has led to weak risk-adjusted capital as
losses and adverse development continue to climb.

Other negative factors include an elevated turnover of third-party
administrators for claims over the past three years.


UTSTARCOM HOLDINGS: Gets "Going Private" Proposal at $3.20 Apiece
-----------------------------------------------------------------
UTStarcom Holdings Corp.'s Board of Directors has received a
preliminary non-binding proposal letter dated March 27, 2013, from
one of its directors, Mr. Hong Liang Lu, and entities affiliated
with him, and Shah Capital Opportunity Fund LP and Himanshu H.
Shah to acquire all of the outstanding shares of UTStarcom not
currently owned by Mr. Lu or Shah Capital in a going private
transaction for $3.20 per ordinary share in cash, subject to
certain conditions.

Mr. Lu and Shah Capital currently own approximately 3.2% and 17.6%
of UTStarcom's ordinary shares, respectively.  According to the
proposal letter, the acquisition is intended to be effected
through a newly formed acquisition vehicle and financed through a
combination of debt and equity capital.

The Board has formed a special committee of independent directors
consisting of three independent directors, Baichuan Du, Sean Shao
and Linzhen Xie, to consider this proposal.  The Special Committee
intends to retain advisors to assist it in its work.

The Board cautions the Company's shareholders and others
considering trading in its securities that the Board just received
the non-binding proposal from Mr. Lu and Shah Capital and that no
decisions have been made by the Special Committee with respect to
the Company's response to the proposal.  There can be no assurance
that any definitive offer will be made, that any agreement will be
executed or that this or any other transaction will be approved or
consummated.  The Company does not undertake any obligation to
provide any updates with respect to the proposal or any other
transaction, except as required under applicable law.

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

UTStarcom Holdings Corp. incurred a net loss of $34.34 million in
2012, as compared with net income of $11.77 million in 2011.
The Company's balance sheet at Dec. 31, 2012, showed $489.32
million in total assets, $271.43 million in total liabilities and
$217.89 million in total equity.


UTSTARCOM HOLDINGS: Shah, et al., Plan to Buy Remaining Shares
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Himanshu H. Shah and his affiliates disclosed
that, as of March 27, 2013, they beneficially own 6,865,529
ordinary shares of UTStarcom Holdings Corp. representing 17.6% of
the shares outstanding.

On March 27, 2013, Mr. Shah, Hong Liang Lu, Lu Charitable Trust,
Lu Family Trust and Lu Family Partnership (collectively, the
"Consortium Members") entered into a consortium agreement,
pursuant which the Consortium Members will cooperate in good faith
in connection with the acquisition of all of the outstanding
Ordinary Shares that are not already owned by the Consortium
Members for US$3.20 in cash per Ordinary Share.

On March 27, 2013, the Consortium Members submitted a preliminary,
nonbinding proposal to the Company's board of directors in
connection with the Proposed Transaction.  In the Proposal, the
Consortium Members, among other things, (i) indicated that they
are interested only in pursuing the Proposed Transaction and are
not interested in selling their Ordinary Shares in any other
transaction involving the Company, (ii) informed the Board of the
financing arrangement, and (iii) requested that the Board grant a
timely opportunity to conduct customary business, legal, financial
and accounting due diligence on the Company.

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

                        http://is.gd/ANqFOS

A copy of the Schedule 13D/A regulatory filing is available at:

                       http://is.gd/FkVaEc

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

UTStarcom Holdings Corp. incurred a net loss of $34.34 million in
2012, as compared with net income of $11.77 million in 2011.
The Company's balance sheet at Dec. 31, 2012, showed $489.32
million in total assets, $271.43 million in total liabilities and
$217.89 million in total equity.


VEDANTA RESOURCES: S&P Puts 'BB' CCR on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said that it had placed its
'BB' foreign currency long-term corporate credit rating on Vedanta
Resources PLC on CreditWatch with negative implications.  S&P also
placed its 'BB' rating on Vedanta's outstanding issuances on
CreditWatch with negative implications.  Vedanta is a London-
headquartered oil and metals mining company.

"We placed the ratings on CreditWatch because Vedanta's
refinancing of its large upcoming debt maturities is delayed,"
said Standard & Poor's credit analyst Vishal Kulkarni.  S&P
understands that the company has tied up the majority of the funds
for its US$809 million debt maturing April 29 and is tying up the
rest.  Vedanta is in the process of securing funding for US$1,350
million debt due June 6, 2013.

S&P believes Vedanta's ability to tie-up sizable funding to
refinance its maturities will continue to be tested in the next 18
months, even if the company can refinance its April and June 2013
maturities.  S&P expects the company to eventually garner funding
for the debt maturities.  However, Vedanta's inability to plan and
execute a strategy to diversify funding sources, lengthen
maturities, and improve its "less than adequate" liquidity,
as defined in S&P's criteria, could pressurize the rating further.

S&P expects Vedanta's access to cash (of US$7.2 billion on a
consolidated level as of Sept. 30, 2012) and cash flow from
ongoing operations of its subsidiaries in India to remain
difficult.  This is because sizable cash leakages in the form of
dividends to minority shareholders and taxes provide disincentives
to Indian companies to declare dividends to the holding company.
Since Vedanta acquired India-based oil company Cairn India Ltd. in
December 2011, dividends received by the parent company form only
a small part of its large debt servicing needs.  The holding
company does not maintain any credit lines and therefore needs to
rely on external sources of funding for refinancing.

"We expect to resolve the CreditWatch after we review Vedanta's
plan to refinance debt maturities due in April and June, and
assess the company's financial management strategy," said Mr.
Kulkarni.

S&P could lower the rating if: (1) in the unlikely event that
Vedanta does not tie up all the funding for its April 2013
maturities by April 12, 2013; (2) it fails to finalize funding for
its June 2013 maturity at least one month before the maturity
date; or (3) S&P assess Vedanta's refinancing framework and
financial management strategy as not being conducive to lengthen
the maturities, diversify funding sources, strengthen liquidity at
the holding company, and improve access to cash at the
subsidiaries.

S&P could affirm the rating if: (1) Vedanta adopts strategy to
refinance debt and improve liquidity at the holding company; (2)
the company maintains its "fair" business risk profile; and (3)
its operating performance is in line with the ratings firm's
expectation.


VERENIUM CORP: Incurs $3.6 Million Net Loss in Fourth Quarter
-------------------------------------------------------------
Verenium Corporation reported a net loss attributed to the Company
of $3.62 million on $13.98 million of total revenue for the three
months ended Dec. 31, 2012, as compared with a net loss attributed
to the Company of $2.89 million on $14.32 million of total revenue
for the same period during the prior year.

For the year ended Dec. 31, 2012, the Company posted net income
attributed to the Company of $18.21 million on $57.17 million of
total revenue, as compared with net income attributed to the
Company of $5.51 million on $61.26 million of total revenue in
2011.

The Company's balance sheet at Dec. 31, 2012, showed $93.77
million in total assets, $63.12 million in total liabilities and
$30.65 million in stockholders' equity.

"2012 was a productive year for us as we continued to make
progress operationally while at the same time creating a more
solid financial structure from which to grow the business and
create shareholder value," said James Levine, president & chief
executive officer at Verenium.  "I look forward to the many
opportunities that lie ahead in 2013, including the growth of our
existing commercial products, the execution of new product
launches from our Product Pipeline, and the potential for new
partnerships that will allow us to drive the long term growth and
success of our business."

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

                        http://is.gd/xZH2B2

                        About Verenium Corp

San Diego, Cal.-based Verenium Corporation is an industrial
biotechnology company that develops and commercializes high
performance enzymes for a broad array of industrial processes to
enable higher productivity, lower costs, and improved
environmental outcomes.  The Company operates in one business
segment with four main product lines: animal health and nutrition,
grain processing, oilfield services and other industrial
processes.

                          Bankruptcy Warning

"Based on our current cash resources and 2012 operating plan, our
existing cash resources may not be sufficient to meet the cash
requirements to fund our planned operating expenses, capital
expenditures and working capital requirements beyond 2012 without
additional sources of cash.  If we are unable to raise additional
capital, we will need to defer, reduce or eliminate significant
planned expenditures, restructure or significantly curtail our
operations, sell some or all our assets, file for bankruptcy or
cease operations," the Company said in its quarterly report for
the period ended Sept. 30, 2012.

                           Going Concern

Ernst & Young LLP, in San Diego, California, expressed substantial
doubt about Verenium's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses, has a working capital deficit
of $637,000 and has an accumulated deficit of $600.8 million at
Dec. 31, 2011.


VERMILLION INC: Robert Goggin Elected Class III Director
--------------------------------------------------------
At its 2012 annual meeting of stockholders held on March 21, 2013,
Vermillion, Inc.'s stockholders elected Robert S. Goggin as Class
III director, for a three-year term and until his successor is
duly elected and qualified.

An advisory vote on the compensation of the Company's named
executive officers was not approved.  The ratification of the
Board's appointment of BDO USA, LLP, as the Company's independent
registered public accounting firm for the year ending Dec. 31,
2012, was approved by stockholders.

The stockholders did not approve an amendment and restatement of
the Company's 2010 Stock Incentive Plan to increase the number of
shares of common stock authorized for issuance under the 2010 Plan
by 1,300,000 shares.

                          About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $8.63 million in total
assets, $3.96 million in total liabilities and $4.66 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VICTORY ENERGY: To Restate Previously Filed Financial Reports
-------------------------------------------------------------
Victory Energy Corporation owns all of its properties and conducts
all of its operations through Aurora Energy Partners, a general
partnership.  The Company owns a 50% interest in Aurora and is the
managing partner of Aurora.  The remaining 50% interest in Aurora
is owned by The Navitus Energy Group, a general partnership.

As disclosed in the Company's Annual Report on Form 10-K for the
year ended Dec. 31, 2011, and its Quarterly Reports on Form 10-Q
for each of the quarters ended March 31, 2012, June 30, 2012, and
Sept. 30, 2012, the financial statements presented in the Affected
Reports included the accounts of both Victory and Navitus on a
consolidated basis.  Although this consolidated presentation was
disclosed in the footnotes to the financial statements in the
Affected Reports (as was the 50% non-controlling interest of
Navitus in Aurora), the amount non-controlling interest of Navitus
in Aurora was not presented on the face of the financial
statements.

The Company has determined, however, that the amount of non-
controlling interest of Navitus should also be separately stated
on the face of the Company's financial statements, in addition to
being discussed in footnote disclosure.  Consequently, the Company
has concluded that the financial statements included in the
Affected Reports should no longer be relied upon.  This conclusion
was reached by the Audit Committee of the Board of Directors on
March 21, 2013.

The Company is assessing the amount of non-controlling interest
that should be separately stated on the face of the Company's
financial statements and will restate its consolidated financial
statements for the impacted periods in its Annual Report on Form
10-K for the fiscal year ended Dec. 31, 2012.  The Company
estimates that its total consolidated assets, liabilities, and
shareholders' equity will not change; however the non-controlling
interest in Aurora will be separately identified in the
shareholders' equity section of the financial statements.  As a
result of this restatement, the Company estimates that its net
loss per share will improve by the effect of the non-controlling
interest in the loss of Aurora.

                       About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, WilsonMorgan LLP, in Irvine, California,
expressed substantial doubt about Victory Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced recurring losses since inception and
has an accumulated deficit.

The Company reported a net loss of $3.95 million on $305,180 of
revenues for 2011, compared with a net loss of $432,713 on
$385,889 of revenues for 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.69 million in total assets, $259,886 in total liabilities and
$1.43 million in total stockholders' equity.


VTE PHILADELPHIA: Riverfront Property Can't Be Foreclosed Yet
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of vacant land in Philadelphia on the
riverfront north of the Benjamin Franklin Bridge is being allowed
by the bankruptcy judge in New York to hold off foreclosure for a
few months.

The property originally was intended for development as Trump
Tower PA.  It was to include a hotel and condominium.  The owners
utilized Chapter 11 to stop U.S. Bank NA from completing a $22.9
million foreclosure.

Last week, U.S. Bankruptcy Judge Allan Gropper in Manhattan turned
down the bank's request to complete foreclosure.  Judge Gropper
indicated he will allow foreclosure if the owners fail to pay
taxes or don't file a plan by July 17 that shows a "reasonable
possibility of successful reorganization."

The bank sought immediate foreclosure given the owner's admission
the property is valued at no more than $2 million.

Trump Organization Inc. isn't involved with the project, according
to Trump Executive Vice President and Litigation Counsel Alan
Garten. "We licensed the name and terminated the relationship
years ago," Mr. Garten said in a previous interview.

                       About VTE Philadelphia

VTE Philadelphia, LP, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-10058) in Manhattan on Jan. 7, 2013.  The Debtor is a
single asset real estate case consisting of a vacant land located
at 709-717 North Penn Street, in Philadelphia, Pennsylvania.

The Chapter 11 petition was filed on the eve of a sheriff's sale
scheduled by the secured creditor, U.S. Bank National Association,
which has obtained judgment for foreclosure from the Court of
Common Please of Philadelphia County.  The judgment amount owed to
the bank is $16.9 million.


W.R. GRACE: Acquires Chemind Construction Products
------------------------------------------------
W.R. Grace & Co. on April 3 announced the acquisition of Chemind
Construction Products, a privately-held specialty manufacturer and
distributor of waterproofing coatings technologies and materials
for the design and construction industry.  Chemind is
headquartered and conducts R&D and manufacturing operations in
Brisbane, Australia.  Terms were not disclosed.

The acquisition will become part of Grace Construction Products
(GCP), a leading global provider of construction chemicals and
building materials that enhance the durability, strength and
appearance of structures all over the world.  In 2012, GCP posted
sales of $1.0 billion.

Chemind adds new waterproofing technology to Grace's global
Construction Products portfolio and establishes the company's
first waterproofing R&D and manufacturing facility in Australia.
The new site will produce waterproofing materials for repair,
maintenance and improvement markets as well as for new
construction.

Chemind formulates and manufactures specialty, high performance
waterproof coatings that protect and preserve as well as improve
the integrity, performance, and life of commercial, residential,
and civil structures.  Chemind also distributes a broad range of
waterproofing coatings and materials, including Grace's own
waterproofing solutions, throughout Australia.

"Chemind's products are highly complementary to Grace's
waterproofing product and technology portfolio," said Adam Grose,
Vice President and General Manager, Asia, Grace Construction
Products.  "This acquisition is consistent with our strategy to
expand our waterproofing business globally."

                          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 380: Can Borrow $1.9MM from Susquehanna Government Products
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
granted West 380 Family Care Facility authorization, on an interim
and final basis, to incur post-petition, secured financing on a
super-priority administrative claims status of up to $1,900,000
from Susquehanna Government Products, LLLP.

A copy of the DIP Credit Agreement is available at:

           http://bankrupt.com/misc/west380.doc194.pdf

                          About West 380

Bridgeport, Texas-based West 380 Family Care Facility, doing
business as North Texas Community Hospital, opened in August 2008
and operates in a 99,000 square-feet two-story building on 19
acres of land.  The hospital has 36 beds and 57 doctors on staff.
There are 200 employees constituting 130 full time equivalent
employees.

West 380 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
12-46274) on Nov. 8, 2012.  Andrew G. Edson, Esq., Duane J.
Brescia, Esq., and Stephen A. Roberts, Esq., at Strasburger &
Price LLP serve as its counsel.  The Debtor disclosed $38,220,048
in assets and $82,873,548 in liabilities as of the Chapter 11
filing.  Judge D. Michael Lynn presides over the case.


WEST CORP: To Redeem Outstanding $450MM Senior Notes on April 26
----------------------------------------------------------------
West Corporation instructed The Bank of New York Mellon Trust
Company, N.A., as trustee for the Company's 11% Senior
Subordinated Notes due 2016, to deliver a notice of redemption to
the holders of all of the outstanding $450,000,000 principal
amount of Senior Subordinated Notes.  The redemption date is
April 26, 2013, at a redemption price equal to 103.667% of the
principal amount of the Senior Subordinated Notes.

In addition, the Company will pay accrued and unpaid interest on
the redeemed Senior Subordinated Notes up to, but not including,
the Redemption Date.  Following this redemption, none of the
Senior Subordinated Notes will remain outstanding.  The redemption
will be financed with net proceeds received from the recently
completed initial public offering of common stock of West
Corporation as well as cash on hand.

On March 27, 2013, the Company completed its initial public
offering of 21,275,000 shares of common stock of the Company, par
value $0.001 per share, registered pursuant to a Registration
Statement on Form S-1 (File No. 333-162292).  The Company expects
to pay $24 million to an investor group led by Thomas H. Lee
Partners, L.P., and Quadrangle Group LLC pursuant to that certain
Management Agreement, dated Oct. 24, 2006, and that certain
Management Letter Agreement, dated March 8, 2013, each by and
among the Company and affiliates of the Sponsors.  The Management
Agreement terminated in accordance with its terms immediately
prior to completion of the IPO.

Compensatory Actions

On March 21, 2013, in connection with the IPO, the Company's board
of directors and compensation committee granted transaction-based
IPO bonuses of $2.925 million under the Company's Executive
Incentive Compensation Plan, of which $750,000 was granted to Mr.
Thomas B. Barker and $250,000 was granted to each of Ms. Nancee R.
Berger and Messrs. Paul M. Mendlik, Steven M. Stangl and Todd B.
Strubbe.

Pursuant to the West Corporation 2006 Executive Incentive Plan,
the Company is party to Restricted Stock Award and Special Bonus
Agreements and Restricted Stock Award Agreements with three
officers and employees of the Company, which Restricted Stock
Agreements provide for the issuance of shares of Common Stock that
are subject to a vesting schedule.  In connection with the IPO,
the Company's board of directors and compensation committee
accelerated the vesting of all remaining unvested shares subject
to the Restricted Stock Agreements.  The acceleration resulted in
the vesting of an aggregate of 42,562 shares of common stock on
March 27, 2013, the date of completion of the IPO, including the
acceleration of 40,001 shares of common stock previously granted
to Todd B. Strubbe.

Election of Directors

On March 27, 2013 and in connection with the closing of the IPO,
(i) the election of Gregory T. Sloma and Paul R. Garcia as members
of the board of directors of the Company became effective; (ii)
the election of Laura A. Grattan, Steven G. Felsher, Soren L.
Oberg, Anthony J. DiNovi and Thomas B. Barker as continuing
members of the board of directors of the Company became effective;
(iii) Messrs. Sloma (Chair), Felsher and Garcia comprised the
members of the Audit Committee; (iv) Messrs. DiNovi (Chair) and
Oberg comprised the members of the Compensation Committee and (v)
Mr. Oberg (Chair) and Ms. Grattan comprised the members of the
Nominating and Corporate Governance Committee of the Company.

Upon joining the Company's board of directors on March 27, 2013,
Messrs. Sloma and Garcia each became entitled to receive a cash
retainer fee of $75,000 and fully vested shares of common stock
with a fair market value equal to $100,000, with the stock award
subject to pro rata forfeiture if the director does not remain on
the board for at least six months.  For each subsequent year that
Messrs. Sloma and Garcia, respectively, serve on the board of
directors of the Company, each of them will receive, as
applicable, an annual cash retainer of $75,000 and an annual
equity grant of shares of Common Stock with a fair market value
equal to $100,000, which will vest on the one-year anniversary of
the date of the grant.

Amendments to Bylaws

On March 25, 2013 and in connection with the completion of the
IPO, the Company filed its Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware
and the second amended and restated bylaws became effective as of
March 27, 2013.  A copy of the Amended Bylaws is available at:

                        http://is.gd/bLx8cd

On March 8, 2013, the Company entered into (i) that certain
Amended and Restated Registration Rights and Coordination
Agreement with the THL Investors, Quadrangle Investors, Other
Investors, and the Founders and (ii) that certain Amended and
Restated Stockholder Agreement with the THL Investors, Quadrangle
Investors, Other Investors, and the Founders.  Each of the Amended
Registration Rights Agreement and the Amended Stockholder
Agreement became effective as of the completion of the IPO.

The Amended Stockholder Agreement provides that the Company's
board of directors will be comprised of between five and eight
members upon the completion of the IPO or such other number as may
be specified from time to time by the board of directors of the
Company in accordance with the certificate of incorporation then
in effect, and that certain of the stockholders of the Company
have the right to designate director nominees to the board of
directors of the Company, subject to their election by the
stockholders of the Company at an annual meeting.  Subject to
applicable limitations in the Amended and Restated Certificate of
Incorporation of the Company effective as of the completion of the
IPO, each of the THL Investors and the Quadrangle Investors has
the right to cause the resignation and replacement of its director
designees at any time and for any reason and to fill any vacancies
otherwise resulting in such director positions.

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

                        http://is.gd/pzIyvi

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corporation reported net income of $125.54 million in 2012,
net income of $127.49 million in 2011, and net income of $60.30
million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $3.44 billion
in total assets, $4.69 billion in total liabilities and a $1.24
billion total stockholders' deficit.

                        Bankruptcy Warning

The Company said the following statement in its 2012 Annual
Report:

"If our cash flows and capital resources are insufficient to fund
our debt service obligations and to fund our other liquidity
needs, we may be forced to reduce or delay capital expenditures or
declared dividends, sell assets or operations, seek additional
capital or restructure or refinance our indebtedness.  We cannot
make assurances that we would be able to take any of these
actions, that these actions would be successful and permit us to
meet our scheduled debt service obligations or that these actions
would be permitted under the terms of our existing or future debt
agreements, including our senior secured credit facilities or the
indentures that govern our outstanding notes.  Our senior secured
credit facilities documentation and the indentures that govern the
notes restrict our ability to dispose of assets and use the
proceeds from the disposition.  As a result, we may not be able to
consummate those dispositions or use the proceeds to meet our debt
service or other obligations, and any proceeds that are available
may not be adequate to meet any debt service or other obligations
then due.

If we cannot make scheduled payments on our debt, we will be in
default of such debt and, as a result:

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

   * our debt holders under other debt subject to cross default
     provisions could declare all outstanding principal and
     interest on such other debt to be due and payable;

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

   * we could be forced into bankruptcy or liquidation."

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.

As reported by the TCR on March 21, 2013, Standard & Poor's
Ratings Services placed its 'B+' corporate credit rating on Omaha,
Neb.-based business process outsourcer West Corp., along with all
issue-level ratings on the company's debt, on CreditWatch with
positive implications.  The CreditWatch placement is based on West
Corp.'s announcement that it will raise about $500 million through
an initial public offering and use most of the proceeds to repay
debt.  Pro forma for the debt repayment, lease-adjusted leverage
is 5.3x, compared with 5.9x at Dec. 31, 2012.


WESTMORELAND COAL: Extends $25 Million Revolver to 2017
-------------------------------------------------------
Westmoreland Coal Company said that Westmoreland Mining, LLC, its
wholly owned subsidiary, has successfully amended its Amended and
Restated Credit Agreement dated June 26, 2008, which amendment
modifies the termination date of the Credit Agreement and extends
the $25 million revolver through Dec. 31, 2017.  All other
provisions of the Credit Agreement remain substantially unchanged.

"We have had a strong long-term partnership with PNC Bank, and are
gratified by their continued trust in our management team and our
WML operations," said Kevin Paprzycki, chief financial officer and
treasurer.  "This extension represents an important source of
committed liquidity and financial flexibility for Westmoreland
Coal."

                      Partners with Crow Tribe

Westmoreland announced that its Westmoreland Resources, Inc.,
subsidiary has entered into a lease with the Crow Tribe of Indians
for an estimated 145 million tons of Rosebud McKay coal resources
located adjacent to its existing Absaloka Mine in the Northern
Powder River Basin in southeast Montana.  The Crow Tract I lease
is subject to approval by the U.S. Department of the Interior.
After final approval of the Tract I lease, Westmoreland will
control the last large block of Rosebud McKay seam coal in
Montana.  With the addition of the Tract I coal, located north of
the Crow Reservation surface boundary, Westmoreland Resources,
Inc. will control 357 million tons of total coal reserves and
resources.

"We are pleased that we were able to finalize an agreement for the
Tract I lease with the Crow Tribe for our Absaloka Mine," stated
Robert P. King, Westmoreland Coal Company chief operating officer
and president.  "This lease ensures not only the long-term
prospects for the mine, but solidifies the strong relationship
that we have forged with the Crow Tribe over the last 39 years.
We look forward to expanding our relationship with the Crow Nation
and increasing production from the Absaloka Mine."

Westmoreland will make a combination of Bonus and Advanced Royalty
payments to the Crow Tribe of $12.5 million over a four-year
period upon approval of the lease by DOI.

The lease sets the earned royalty rate at 12.5% of FOB mine gross
proceeds payable to the Tribe.  Westmoreland Resources, Inc., will
also provide enhanced preferential hiring, training, and promotion
for qualified Indians for work at the Absaloka mine.

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

                         http://is.gd/owZv1H

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss of $13.66 million in 2012, a
net loss of $36.87 million in 2011, and a net loss of $3.17
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $936.11 million in total assets, $1.22 billion in total
liabilities and a $286.23 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


XTREME IRON: Core Iron Says Not All Revenue Are Owed to Debtor
--------------------------------------------------------------
Core Iron Equipment, party-in-interest in the Chapter 11 case of
Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC's Chapter 11 case,
asks the U.S. Bankruptcy Court for the Northern District of Texas
to alter and amend the Court's November 27 Interlocutory Second
Interim Order authorizing Chapter 11 Trustee Areya Holder to use
cash collateral of Caterpillar Financial.

According to papers filed with the Court, the Chapter 11 Trustee's
cash collateral motion made no mention or reference to any request
for an order that would provide that all revenue would have to be
collected directly by the bankruptcy estate, and not by the third
party running the Debtor's business operations, Core Iron.

Core Iron says that at the cash collateral hearing, the Court
announced that all revenue be collected directly by the Debtor.
Core Iron says that had that potential requirement been noticed in
the cash collateral motion, it would have had an opportunity to
have a lawyer at that hearing.  Such an attorney would have
informed the Court that the particular provision was a somewhat
impossible requirement because revenue from customers was owed on
a "mixed bag" basis, that is, some to the Debtor on equipment
owned by the Debtor, and some to Core Iron for equipment having
nothing to do with the Debtor.

Core Iron says this particular situation is simple to resolve.
Core Iron is owed several hundred thousand dollars more than Core
owes to the estate for revenues held vs. expenses held.  The
Second Cash Collateral Order can be altered and amended such that
a netting can occur, with the Trustee then obligated to
pay the balance that she is obligated under the law to pay.

                         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.


* CFP Board Unveils Names of Bankrupt Professionals
---------------------------------------------------
Certified Financial Planner Board of Standards, Inc. on April 1
unveiled the names of CFP(R) professionals who have declared
bankruptcy within the last five years and, under rules that took
effect July 1, 2012, are not subject to disciplinary procedures
but will have their bankruptcy disclosed.

CFP Board does not investigate, and the Disciplinary and Ethics
Commission does not adjudicate, bankruptcy-only cases.  Rather,
CFP Board verifies the bankruptcy and notes the bankruptcy filing
on the CFP(R) professional's public profile, which is available
through the search functions on CFP Board's Web site --
http://www.CFP.net

CFP Board will also share with consumers and other stakeholders
who contact CFP Board regarding a CFP(R) professional's
certification status the information in the CFP(R) professional's
public profile, including identifying whether the CFP(R)
professional has filed bankruptcy.  All disclosures regarding a
bankruptcy filed by a CFP(R) professional will remain on CFP
Board's Web site for 10 years from the earlier of the date the
CFP(R) professional disclosed the bankruptcy to CFP Board or the
date CFP Board became aware of the bankruptcy.

The public may review an individual's bankruptcy information and
certification status with CFP Board at http://www.CFP.net/search
For more detail regarding a CFP(R) professional's bankruptcy
filing, please visit the U.S. Court's Public Access to Court
Electronic Records ("PACER") Web site, which can be found at
https://pacer.login.uscourts.gov/cgi-bin/login.pl?court_id=00pcl
Please note that you will be required to register and pay a
nominal fee to view the information.

This disclosure of these names is made pursuant to CFP Board's
rules regarding single-bankruptcy cases and covers the fourth
quarter of 2012.  The release of the information below does not
constitute discipline of these individuals and is provided only
for purpose of providing consumers with adequate information to
make an informed decision with regard to engaging a CFP(R)
professional to assist with financial decisions.

A copy of the list containing the names of the professionals who
have declared bankruptcy is available for free at
http://is.gd/Enq1Gd

                         About CFP Board

The mission of Certified Financial Planner Board of Standards,
Inc. is to benefit the public by granting the CFP(R) certification
and upholding it as the recognized standard of excellence for
competent and ethical personal financial planning.  The Board of
Directors, in furthering CFP Board's mission, acts on behalf of
the public, CFP(R) professionals and other stakeholders.  CFP
Board owns the certification marks CFP(R), CERTIFIED FINANCIAL
PLANNER(TM), CFP(R) (with plaque design) and CFP(R) (with flame
design) in the U.S., which it awards to individuals who
successfully complete CFP Board's initial and ongoing
certification requirements.  CFP Board currently authorizes more
than 67,000 individuals to use these marks in the U.S.


* Judge Tosses GuildMaster's Suit Against U.S. Government
---------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports a federal
judge has dismissed GuildMaster Inc.'s lawsuit against U.S.
Department of Customs and Border Protection, which has refused to
give back some of the 5,000 lamps it has seized from the company.


* NACBA Applauds Ninth Circuit Ruling on Social Security Benefits
-----------------------------------------------------------------
An appellate decision that protects Social Security benefits from
creditors seeking to strip bankrupt consumers of every possible
cent is good news that is entirely consistent with what Congress
intended, according to the National Association of Consumer
Bankruptcy Attorneys (NACBA).

In re Welsh, the Ninth Circuit Court of Appeals shielded Social
Security benefits from creditors.  NACBA, represented by the
National Consumer Bankruptcy Rights Center, had filed an amicus
curiae brief asking the court to honor the clear directive of
Congress that these benefits, vital to so many elderly and
disabled individuals, be protected from creditors and chapter 13
trustees eager to squeeze every last cent out of debtors who have
suffered financial hardships.

NACBA President Ed Boltz said: "We are gratified that the court
recognized that Congress wanted to protect these benefits from
creditors, as it has done historically since the Social Security
Act was passed."

The Ninth Circuit Court of Appeals joined the Fifth and Tenth
Circuits in holding that it was not bad faith for a debtor to
decline to devote social security income to paying unsecured
creditors in a chapter 13 plan.  The court rejected a chapter 13
trustee's argument that this allowed the debtor to have money left
over that could be used to pay creditors, stating that: "Congress
chose to remove from the bankruptcy court's discretion the
determination of what is or is not 'reasonably necessary.' It
substituted a calculation that allows debtors to deduct payments
on secured debts in determining disposable income."

In the wake of the onerous credit-sponsored amendments to the
Bankruptcy Code passed in 2005, creditors and chapter 13 trustees
have aggressively argued that Congress intended that debtors pay
every last possible cent to creditors in chapter 13 cases.

"This decision showed that there are still some limits on what
courts can extract from struggling debtors, and leaves those
debtors with at least some benefits that cannot be touched," said
Mr. Boltz.

NACBA is the nation's largest association of consumer bankruptcy
attorneys, and is a voice for consumer debtors in Congress and in
the courts.

                           About NACBA

The National Association of Consumer Bankruptcy Attorneys --
http://www.nacba.org--is the only national organization dedicated
to serving the needs of consumer bankruptcy attorneys and
protecting the rights of consumer debtors in bankruptcy.  Formed
in 1992, NACBA now has more than 3,500 members located in all 50
states and Puerto Rico.


* Consumer Union Urges CFPB to Adopt Private Student Loan Reforms
-----------------------------------------------------------------
Consumers Union, the policy and advocacy arm of Consumer Reports,
urged the Consumer Financial Protection Bureau on April 5 to work
with private student lenders to make flexible repayment plans and
refinancing options available to borrowers.  Consumers Union's
proposals are in response to the CFPB's request for public comment
on the affordability of private student loans.

"More and more students are graduating with staggering debt and
finding it difficult to repay their loans in today's economy,"
said Suzanne Martindale, staff attorney for Consumers Union.
"Private student loans can be particularly costly and don't offer
the same repayment options that come with federal loans.  The CFPB
can bring relief to struggling borrowers by working with private
lenders to develop income-based repayment plans and options for
refinancing loans at lower rates."

Of the $1 trillion in outstanding student loans, private loans
account for roughly $150 billion of the market.  Private student
loans can come with variable interest rates that may be
significantly higher than federal loans.

Once in repayment, the differences between federal and private
loans become stark.  For federal loan borrowers struggling with
underemployment, low wages or other setbacks, relief is available
in the form of deferments, forbearances, or flexible repayment
plans such as income-based repayment (IBR) and the Pay-As-You-Earn
program.  However, a private loan borrower does not have the legal
right to such options.

To make matters worse, if the borrower defaults on a private
student loan and spirals toward bankruptcy, that loan will be
treated differently than any other unsecured forms of credit.
Private student loans cannot be automatically discharged in
bankruptcy.  In order to obtain relief, a student loan borrower
filing for bankruptcy must also initiate a separate proceeding and
demonstrate that he or she will face "undue hardship" if the
student loan is not discharged.  This vague standard established
by Congress as part of the 2005 amendments to the Bankruptcy Code
has proven very difficult to meet.

To assist struggling private student loan borrowers, Consumers
Union urged two key reforms:

-- Flexible Re-Payment: Private lenders should offer income-based
repayment plans to borrowers. Borrowers who demonstrate financial
hardship, due to high debt balances and modest wages, should be
allowed to repay a reasonable percentage of their income in order
to stay current.

-- Refinancing Options: Lenders should develop refinancing options
for private student loan borrowers. When borrowers demonstrate a
pattern of responsible behavior, they should have the opportunity
to shop around for lower interest rates as they become available.

These recommendations are part of a broader set of student loan
reforms that Consumers Union has urged Congress and regulators to
adopt. For more information see Consumers Union's Seven Principles
for Fair Student Lending.


* AmeriBid Promotes John Pellow to Vice President
-------------------------------------------------
AmeriBid LLC on April 4 disclosed that John Pellow, previously
Chief Marketing Officer, has been promoted to Vice President.
After years of driving successful marketing campaigns for all
types of real estate sales transactions, John is taking an
opportunity to work more closely with clients in a key sales role
for the company.  John will continue to be based out of the Tulsa
Headquarters, where he will focus on building strong client
relationships locally, regionally and nationally.

"We are thrilled to have John's expertise and commitment to client
service on the sales team at AmeriBid," comments Stan Schreyer,
Chief Executive Officer.  "There is no doubt that he will continue
to drive success within the company and achieve significant goals
in the process."

Stephen Karbelk, Co-Chairman and Founder of AmeriBid also
comments, "John has been involved in managing all aspects of the
real estate auction business for many years.  His extensive
marketing and transaction experience will be an extremely valuable
asset to his clients.  I strongly believe that nobody has a better
understanding of the auction marketing process than John.  He has
successfully executed hundreds of auction marketing campaigns and
has demonstrated an exceptional ability to find the buyers and get
properties sold."

"John has managed millions of dollars in marketing funds and has a
deep understanding of the auction process and what it takes to see
a property through from listing to closing," notes Larry Latham,
Co-Chairman and Founder.  "We are excited about what he will be
able to contribute in his next role within the company."

Mr. Pellow joined the company in 2009.  He was previously
responsible for corporate brand management and all aspects of
marketing from strategy to implementation.  Having spent over 22
years of his professional career in various aspects of marketing,
sales and operations, he has become an expert in his field.  Prior
to joining the company, John was the Director of Marketing for a
real estate auction and brokerage services firm where he was
responsible for the marketing and sales support of several
divisions including Commercial Real Estate, Farms and Ranches,
Premiere Properties and Online Only divisions.  He has also held
high level positions with a major wireless communications company
and national retail sporting goods chain. John graduated from the
University of Central Oklahoma and holds his Oklahoma real estate
license.

Headquartered in Tulsa, Okla., AmeriBid -- http://www.AmeriBid.com
-- is the premier global real estate auction leader specializing
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.


* Mint Levin's Bankruptcy, Restructuring Practice Bags M&A Award
----------------------------------------------------------------
The Bankruptcy, Restructuring and Commercial Law Practice of
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. was honored
with the Community Impact Award by M&A Advisor at its 7th annual
awards ceremony.  The ceremony was held March 5th and 6th in Palm
Beach, FL.

The firm was honored for its work in the acquisition of Manistique
Paper by Watermill Group.  Manistique Paper, a Michigan-based
paper mill, filed for bankruptcy in 2011.  Mintz Levin assisted
Watermill Group in acquiring Manistique Paper, a major employer in
the region, through a unique partnership with a local bank and a
state development agency.

"This was a particularly gratifying matter to be involved with,"
said Richard E. Mikels, Chair of Mintz Levin's Bankruptcy,
Restructuring and Commercial Law Practice.  "There was a shared
commitment on the part of all parties involved to find a workable
solution to ensure that the plant continued to operate."

In addition to the Community Impact Award, the Practice was a
finalist in two Sector "Deal of the Year" awards.  The firm was
recognized in the Healthcare/Life Sciences sector for its work on
the restructuring of The Woodlands at Furman, led by Daniel Bleck
and Leonard Weiser-Varon.  It was also a finalist in the
Industrial Goods and Basic Resources sector for its works on the
Watermill Group's acquisition of Manistique Paper, led by Richard
Mikels, Daniel Follansbee and Joseph Dunn.


* BOND PRICING -- For Week From April 1 to 5, 2013
--------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
AES EASTERN ENER    9.000   1/2/2017     1.750
AES EASTERN ENER    9.670   1/2/2029     4.125
AGY HOLDING COR    11.000 11/15/2014    51.500
AHERN RENTALS       9.250  8/15/2013    78.500
ALION SCIENCE      10.250   2/1/2015    55.189
ATP OIL & GAS      11.875   5/1/2015     5.500
ATP OIL & GAS      11.875   5/1/2015     6.250
ATP OIL & GAS      11.875   5/1/2015     5.500
BUFFALO THUNDER     9.375 12/15/2014    28.000
CENGAGE LEARN      12.000  6/30/2019    22.625
CENGAGE LEARNING   13.750  7/15/2015    20.375
CHAMPION ENTERPR    2.750  11/1/2037     0.500
CITIGROUP INC       5.500  4/11/2013   100.013
DELTA AIR 1993A1    9.875  4/30/2049    21.750
DEX ONE CORP       14.000  1/29/2017    44.000
DOWNEY FINANCIAL    6.500   7/1/2014    56.000
DYN-RSTN/DNKM PT    7.670  11/8/2016     4.500
EASTMAN KODAK CO    7.000   4/1/2017    13.625
EASTMAN KODAK CO    7.250 11/15/2013    13.500
EASTMAN KODAK CO    9.200   6/1/2021    14.000
EASTMAN KODAK CO    9.950   7/1/2018    13.846
EDISON MISSION      7.500  6/15/2013    53.825
ELEC DATA SYSTEM    3.875  7/15/2023    97.000
FAIRPOINT COMMUN   13.125   4/1/2018     1.000
FAIRPOINT COMMUN   13.125   4/1/2018     1.000
FAIRPOINT COMMUN   13.125   4/2/2018     0.920
FIBERTOWER CORP     9.000 11/15/2012     3.000
FIBERTOWER CORP     9.000   1/1/2016    12.000
FULL GOSPEL FAM     8.400  6/17/2031    10.067
GEOKINETICS HLDG    9.750 12/15/2014    52.125
GEOKINETICS HLDG    9.750 12/15/2014    52.125
GLB AVTN HLDG IN   14.000  8/15/2013    21.000
GMX RESOURCES       4.500   5/1/2015    33.000
GMX RESOURCES       9.000   3/2/2018    10.148
HAWKER BEECHCRAF    8.500   4/1/2015     9.000
HAWKER BEECHCRAF    8.875   4/1/2015     1.750
HORIZON LINES       6.000  4/15/2017    30.480
JAMES RIVER COAL    3.125  3/15/2018    18.000
JAMES RIVER COAL    4.500  12/1/2015    23.000
LAS VEGAS MONO      5.500  7/15/2019    20.000
LBI MEDIA INC       8.500   8/1/2017    30.875
LEHMAN BROS HLDG    0.250 12/12/2013    19.250
LEHMAN BROS HLDG    0.250  1/26/2014    19.250
LEHMAN BROS HLDG    1.000 10/17/2013    19.250
LEHMAN BROS HLDG    1.000  3/29/2014    19.250
LEHMAN BROS HLDG    1.000  8/17/2014    19.250
LEHMAN BROS HLDG    1.000  8/17/2014    19.250
LEHMAN BROS HLDG    1.250   2/6/2014    19.250
LEHMAN BROS INC     7.500   8/1/2026    21.500
MASHANTUCKET PEQ    8.500 11/15/2015     7.500
MASHANTUCKET PEQ    8.500 11/15/2015     7.500
MASHANTUCKET TRB    5.912   9/1/2021     7.500
MF GLOBAL LTD       9.000  6/20/2038    73.500
OVERSEAS SHIPHLD    8.750  12/1/2013    78.100
PENSON WORLDWIDE   12.500  5/15/2017    24.375
PENSON WORLDWIDE   12.500  5/15/2017    41.500
PLATINUM ENERGY    14.250   3/1/2015    51.500
PLATINUM ENERGY    14.250   3/1/2015    51.500
PMI CAPITAL I       8.309   2/1/2027     0.625
PMI GROUP INC       6.000  9/15/2016    27.750
POWERWAVE TECH      1.875 11/15/2024     0.750
POWERWAVE TECH      1.875 11/15/2024     0.750
POWERWAVE TECH      3.875  10/1/2027     0.750
POWERWAVE TECH      3.875  10/1/2027     1.000
PRU-CALL04/13       5.950  4/15/2032    99.950
RESIDENTIAL CAP     6.875  6/30/2015    29.375
SAVIENT PHARMA      4.750   2/1/2018    27.000
SCHOOL SPECIALTY    3.750 11/30/2026    44.500
TERRESTAR NETWOR    6.500  6/15/2014    10.000
TEXAS COMP/TCEH    10.250  11/1/2015    10.625
TEXAS COMP/TCEH    10.250  11/1/2015    10.500
TEXAS COMP/TCEH    10.250  11/1/2015    11.150
TEXAS COMP/TCEH    10.500  11/1/2016    15.875
TEXAS COMP/TCEH    10.500  11/1/2016     9.625
TEXAS COMP/TCEH    15.000   4/1/2021    27.575
TEXAS COMP/TCEH    15.000   4/1/2021    26.000
THQ INC             5.000  8/15/2014    47.250
TL ACQUISITIONS    10.500  1/15/2015    16.875
TL ACQUISITIONS    10.500  1/15/2015    16.875
USEC INC            3.000  10/1/2014    25.000
WCI COMMUNITIES     4.000   8/5/2023     0.375
WCI COMMUNITIES     4.000   8/5/2023     0.375
WCI COMMUNITIES     6.625  3/15/2015     0.500


                            *********

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 ***